TERMS OF USE

Welcome to QuikSys Pty Ltd, a mobile phone app ordering system designed especially for businesses. These Terms of Use are intended to explain our obligations as a systems provider and Your obligations as a customer. Please read them carefully.
These Terms are binding on any use of the System and apply to You from the time that QuikSys Pty Ltd provides You with access to the System.
The QuikSys Pty Ltd System will update and add features based on user feedback. QuikSys Pty Ltd reserves the right to change these terms at any time, effective upon the posting of modified terms and QuikSys Pty Ltd will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the QuikSys Website.
By registering to use the System you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the System. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the System.
These Terms were last updated on 15 May 2016.
The significant changes from the previous 15 May 2016 edition are:
•    Automatically sending of data to Xero Accounting via their API

1.    Definitions
"Agreement"
means these Terms of Use.
"User Fee"
means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which QuikSys Pty Ltd may change from time to time on notice to You).
"Confidential Information"
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the System but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data"
means any data inputted by You or with Your authority into the Website.
"Intellectual Property Right"
means any patent, trade mark, System mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"System"
means the online Systems and phone apps made available. (as may be changed or updated from time to time by QuikSys Pty Ltd).
"Website"
means the Internet site at the domain www.quiksys.com.au or any other site operated by QuikSys Pty Ltd.
"QuikSys Pty Ltd"
means QuikSys Pty Ltd Limited which is registered with ASIC as an Australian Company limited by shares.
"Added User"
means any person, business or entity, that uses the.
"Subscriber"
means the person who purchases and makes monthly payments to use the System, and, where the context permits, includes any entity on whose behalf that person adds as a user to use the System.
"You"
means the Subscriber, and where the context permits, an Added User. "Your" has a corresponding meaning.

2.    Use of Software
QuikSys Pty Ltd grants You the right to access and use the System with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Added Users, or any other applicable laws:
1.    the Subscriber determines who is an Added User and what level of user role access to the relevant organisation and System that Added User has;
2.    the Subscriber is responsible for all Added Users’ use of the System;
3.    the Subscriber controls each Added User’s level of access to the relevant organisation and System at all times and can revoke or change an Added User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Added User or shall have that different level of access, as the case may be;
4.    if there is any dispute between a Subscriber and an Added User regarding access to any organisation or System, the Subscriber shall decide what access or level of access to the relevant Data or System that Added User shall have, if any.

3.    Your Obligations
1.    Payment obligations:
An invoice for the User Fee will be issued each month starting one month from the date You added Your first organisation to Your QuikSys Pty Ltd account. All invoices will include the User Fee for the preceding period one month of use. QuikSys Pty Ltd will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8. 
All QuikSys Pty Ltd invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the User Fee.
2.    Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the User Fees as a result of the number of organisations that You have added to the System or that have been added with Your authority or as a result of Your use of the System ('Organisations'). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any User Fees in relation to all of Your Organisations. Without prejudice to any other rights that QuikSys Pty Ltd may have under these Terms or at law, QuikSys Pty Ltd reserves the right to render invoices for the full (non-discounted) User Fees due or suspend or terminate Your use of the System in respect of any or all of Your Organisations in the event that any invoices for those User Fees are not paid in full by the due date for payment.
3.    General obligations:
You must only use the System and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by QuikSys Pty Ltd or condition posted on the Website. You may use the System and Website on behalf of others or in order to provide Systems to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom Systems are provided comply with and accept all terms of this Agreement that apply to You.
4.    Automated Bank transaction data delivered into Your QuikSys Pty Ltd account:
Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, QuikSys Pty Ltd reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at QuikSys Pty Ltd’s sole discretion. QuikSys Pty Ltd would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, you must give QuikSys Pty Ltd sufficient prior notice of which automated bank account transaction data feeds you want to discontinue. Upon receiving such notice QuikSys Pty Ltd will arrange for such feeds to be terminated in accordance with each bank’s usual practices.
5.    Access conditions:
1.    You must ensure that all usernames and passwords required to access the System are kept secure and confidential. You must immediately notify QuikSys Pty Ltd of any unauthorised use of Your passwords or any other breach of security and QuikSys Pty Ltd will reset Your password and You must take all other actions that QuikSys Pty Ltd reasonably deems necessary to maintain or enhance the security of QuikSys Pty Ltd's computing systems and networks and Your access to the Systems.
2.    As a condition of these Terms, when accessing and using the Systems, You must:
i.    not attempt to undermine the security or integrity of QuikSys Pty Ltd's computing systems or networks or, where the Systems are hosted by a third party, that third party's computing systems and networks;
ii.    not use, or misuse, the Systems in any way which may impair the functionality of the Systems or Website, or other systems used to deliver the Systems or impair the ability of any other user to use the Systems or Website;
iii.    not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Systems are hosted;
iv.    not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v.    not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Systems or to operate the Website except as is strictly necessary to use either of them for normal operation.
6.    Usage Limitations:
Use of the System may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against QuikSys Pty Ltd’s application programming interface. Any such limitations will be advised.
7.    Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Systems, including (but not limited to): offers of goods or Systems for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Systems or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. QuikSys Pty Ltd is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Systems. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, QuikSys Pty Ltd does reserve the right to remove any communication at any time in its sole discretion.
8.    Indemnity:
You indemnify QuikSys Pty Ltd against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to QuikSys Pty Ltd, including (but not limited to) any costs relating to the recovery of any User Fees that are due but have not been paid by You.

4.    Confidentiality and Privacy
1.    Confidentiality:
 Unless the relevant party has the prior written consent of the other or unless required to do so by law:
1.    Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
2.    Each party's obligations under this clause will survive termination of these Terms.
3.    The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
i.    is or becomes public knowledge other than by a breach of this clause;
ii.    is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii.    is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv.    is independently developed without access to the Confidential Information.
2.    Privacy:
 QuikSys Pty Ltd maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You should read that policy at www.quiksys.com.au/privacy_policy and You will be taken to have accepted that policy when You accept these Terms.

5.    Intellectual Property
1.    General:
Title to, and all Intellectual Property Rights in the Systems, the Website and any documentation relating to the Systems remain the property of QuikSys Pty Ltd (or its licensors).
2.    Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the QuikSys Pty Ltd User Fee when due. You grant QuikSys Pty Ltd a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Systems and for any other purpose related to provision of Systems to You.
3.    Backup of Data:
You must maintain copies of all Data inputted into the System. QuikSys Pty Ltd adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. QuikSys Pty Ltd expressly excludes liability for any loss of Data no matter how caused.
4.    Third-party applications and your Data.
If You enable third-party applications for use in conjunction with the Systems, You acknowledge that QuikSys Pty Ltd may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Systems. QuikSys Pty Ltd shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

6.    Warranties and Acknowledgements
1.    Authority:
You warrant that where You have registered to use the System on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the System You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
2.    Acknowledgement:
You acknowledge that:
1.    You are authorised to use the Systems and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the System. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Systems (whether that information and Data is Your own or that of anyone else).
2.    QuikSys Pty Ltd has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Systems or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i.    You are responsible for ensuring that You have the right to do so;
ii.    You are responsible for authorising any person who is given access to information or Data, and you agree that QuikSys Pty Ltd has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
iii.    You will indemnify QuikSys Pty Ltd against any claims or loss relating to:
i.    QuikSys Pty Ltd's refusal to provide any person access to Your information or Data in accordance with these Terms,
ii.    QuikSys Pty Ltd’s making available information or Data to any person with Your authorisation.
3.    The provision of, access to, and use of, the Systems is on an "as is " basis and at Your own risk.
4.    QuikSys Pty Ltd does not warrant that the use of the System will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the System, including public telephone Systems, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Systems. QuikSys Pty Ltd is not in any way responsible for any such interference or prevention of Your access or use of the Systems.
5.    QuikSys Pty Ltd is not Your accountant and use of the Systems does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
6.    It is Your sole responsibility to determine that the Systems meet the needs of Your business and are suitable for the purposes for which they are used.
7.    You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
3.    No warranties:
QuikSys Pty Ltd gives no warranty about the Systems. Without limiting the foregoing, QuikSys Pty Ltd does not warrant that the Systems will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
4.    Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Systems for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Systems, the Website or these Terms.

7.    Limitation of Liability
1.    To the maximum extent permitted by law, QuikSys Pty Ltd excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the System or Website.
2.    If You suffer loss or damage as a result of QuikSys Pty Ltd's negligence or failure to comply with these Terms, any claim by You against QuikSys Pty Ltd arising from QuikSys Pty Ltd's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the User Fees paid by You in the previous 12 months.
3.    If You are not satisfied with the System, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

8.    Termination
1.    Prepaid Subscriptions
QuikSys Pty Ltd will not provide any refund for any remaining prepaid period for a prepaid User Fee subscription.
2.    No-fault termination:
These Terms will continue for the period covered by the User Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed User Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant User Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
3.    Breach:
If You:
1.    breach any of these Terms (including, without limitation, by non-payment of any User Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2.    breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of User Fees that are more than 30 days overdue); or
3.    You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
QuikSys Pty Ltd may take any or all of the following actions, at its sole discretion:
4.    Terminate this Agreement and Your use of the Systems and the Website;
5.    Suspend for any definite or indefinite period of time, Your use of the Systems and the Website;
6.    Suspend or terminate access to all or any Data.
7.    Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for User Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, QuikSys Pty Ltd may: suspend or terminate Your use of the System, the authority for all or any of Your Organisations to use the System, or Your rights of access to all or any Data.
4.    Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
4.    remain liable for any accrued charges and amounts which become due for payment before or after termination; and
5.    immediately cease to use the Systems and the Website.
5.    Expiry or termination:
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

9.    Customer Support
1.    Technical Problems:
 In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting QuikSys Pty Ltd. If You still need technical help, please check the support provided online by QuikSys Pty Ltd on the Website or failing that email us at support@QuikSys Pty Ltd.com.
2.    System availability:
Whilst QuikSys Pty Ltd intends that the Systems should be available 24 hours a day, seven days a week, it is possible that on occasions the Systems or Website may be unavailable to permit maintenance or other development activity to take place or if there is a network problem or maintenance taking place.
If for any reason QuikSys Pty Ltd has to interrupt the Systems for longer periods than QuikSys Pty Ltd would normally expect, QuikSys Pty Ltd will use reasonable endeavours to publish in advance details of such activity on the Website.

10.    General
1.    Entire agreement:
These Terms, together with the QuikSys Pty Ltd Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and QuikSys Pty Ltd relating to the Systems and the other matters dealt with in these Terms.
2.    Waiver:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
3.    Delays:
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
4.    No Assignment:
You may not assign or transfer any rights to any other person without QuikSys Pty Ltd's prior written consent.
5.    Governing law and jurisdiction:
If the information or Data You are accessing using the Systems and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the State of California law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of San Francisco County, California or federal court for the Northern District of California for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Systems and the Website is solely that of a person who is a tax resident in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Systems and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
6.    Severability:
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
7.    Notices:
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to QuikSys Pty Ltd must be sent to support@QuikSys Pty Ltd.com or to any other email address notified by email to You by QuikSys Pty Ltd. Notices to You will be sent to the email address which You provided when setting up Your access to the System.
8.    Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.


Intellectual Property Rights

Unless stated otherwise, the software required for our services or available on or used by our website and the intellectual property rights (including the copyrights) of the contents and information of and material on our website are owned by QuikSys, its suppliers or providers. 
QuikSys exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) (the look and feel,including infrastructure) of the website on which the service is made available (including any translated content) and You are not entitled to copy, scrape, (hyper-/deep) link to, publish, promote, market, integrate, utilize, combine or otherwise use the content (including any translations thereof ) or our brand without our express written permission. To the extent that You would (wholly or partly) use or combine our (translated) content or would otherwise own any intellectual property rights in the website or any (translated) content, You hereby assign, transfer and set over all such intellectual property rights to QuikSys. Any unlawful use or any of the aforementioned actions or behaviour will constitute a material infringement of our intellectual property rights (including copyright and database right)

Disclaimer

Subject to the limitations set out in these terms and conditions and to the extent permitted by law, we shall only be liable for direct damages actually suffered, paid or incurred by You due to an attributable shortcoming of our obligations in respect to our services However and to the extent permitted by law, neither we nor any of our directors, employees, representatives, subsidiaries, affiliated companies, distributors, affiliate (distribution) partners, licensees, agents or others involved in creating, , promoting, or otherwise making available the site and its contents shall be liable for (i) any punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, (ii) any inaccuracy relating to the (descriptive) information available on our website, (iii) the services rendered or the products offered by QuikSys or other business partners, (iv) any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by You, pursuant to, arising out of or in connection with the use, inability to use or delay of our website, or (v) any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by You, whether due to (legal) acts, errors, breaches, (gross) negligence, willful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or (wholly or partly) attributable by any of our other business partners (including any of their employees, directors, officers, agents, representatives or affiliated companies) whose products or service are (directly or indirectly) made available, offered or promoted on or through the website, including any (partial), strike, force majeure or any other event beyond our control. You agree and acknowledge that the acting bank controlling direct debits is at all times responsible for the collection. QuikSys is not liable or responsible for the remittance, collection, withholding or payment of any relevant taxes to the relevant tax authorities.

Miscellaneous

To the extent permitted by law, these terms and conditions and the provision of our services shall be governed by and construed in accordance with law of New South Wales and any dispute arising out of these general terms and conditions and our services shall exclusively be submitted to the competent courts in New South Wales. 
If any provision of these terms and conditions is or becomes invalid, unenforceable or non-binding, You shall remain bound by all other provisions hereof. In such event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and You will at least agree to accept a similar effect as the invalid, unenforceable or non-binding provision, given the contents and purpose of these terms and conditions.

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