Subscription Terms & Conditions
SOFTWARE SUBSCRIPTION TERMS AND CONDITIONS
All online prices exclude GST. Minimum contract term of 24 months, then agreements continue on a month to month basis. * Online monitored cloud backup must be setup by our support team and has a one-off set up fee of $99. Cloud backup is compulsory with HB Pay features. # Education is subject to availability and bookings are essential, hours expire at the end of each calendar year. Hairware Beautyware Elite, Mini or Micro Software licences are included within the subscription packages, Each licence is limited to one location. Ongoing software updates and unlimited phone support is also included, Up to 4 Additional Network connections at the single location are included. Up to 2 remote or iPad licences are included. Additional remote connection software Licence maybe purchased at a once off cost of $199. Support opening hours are AEST/AEDST.
If the subscription price increases after the initial 24 months, we will automatically update your payments. We won’t increase the price unless we have provided you with at least 30 Days’ notice in writing to the email account provided by you. 30 Days notice is required to cancel after the initial 24 months.
1. Background:
1.1 Nexpos Pty Ltd(“Nexpos”), through arrangement with Salon Software Pty Ltd (the owner of the Software) has sole distribution rights for the Software in Australia and New Zealand, and agrees to make the Software available for use by the Licensee during the Term for the License Fees and subject to the terms of this Agreement.
1.2 Licensee wishes to obtain a license for the Software on the terms and conditions contained herein for the specified Licence Fees and to the extent Licensee has already entered into an agreement with Salon Software Pty Ltd, this Agreement will override that agreement and incorporate any terms and conditions embedded in the Software except to the extent varied by this Agreement, including the obligation to pay the Licence Fees to Nexpos and the Term.
1.3 In this Agreement:
(a) Software means the computer software systems for Hairware, Beautyware products (as accepted in this Agreement) and includes the manual, documentation and images supplied with the software system.
(b) Term means the Initial Period commencing on the Commencement Date and continuing thereafter on a monthly basis until terminated in accordance with this Agreement.
2. Grant of Limited License
2.1 For the duration of this Agreement, Nexpos hereby grants to Licensee a non-exclusive, non-transferable licence to use the Software for the sole purpose of carrying on its business.
2.2 Licensee acknowledges that failure to abide by the licence terms contained in this Agreement shall be a material breach of this Agreement.
2.3 Licensee acknowledges that this Agreement is only for the provision of the Software and does not include the provision of any training,
installation setup, hardware or any other goods or services and in the event Licensee wishes to obtain such goods or services additional charges will apply.
2.4 Licensee understands, acknowledges and agrees that Nexpos retains all right, title and interest in and to the Software, including, without limitation, all trade secrets, trademarks and copyright.
3 License Fees
3.1 As consideration for the grant of licence hereunder, Licensee agrees to pay Nexpos the Licence Fees, inclusive of GST if applicable, throughout the Term.
3.2 The License Fee shall be payable weekly or monthly (as the case may be) by direct debit, beginning on the Commencement Date.
3.3 In accordance with clause 5.2, Nexpos may increase the cost of the software and increase the debit amount, upon providing thirty (30) days written notice to the email address provided by you, in accordance with clause 10.1.
4. Use of Product.
4.1 Licensee must not attempt to modify, adapt, change, reverse engineer, reverse compile, or otherwise disassemble the Software.
4.2 Licensee agrees not to use any element of the Software in any way whatsoever other than as part of the complete Software, and then only in accordance with the terms of this Agreement.
4.3 Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the output generated by the Software.
4.4 Use of Equipment: The Renter agrees
(a) to keep the Equipment in good order and repair and properly operated and serviced so that the Equipment shall at all times be in first class condition.
(b) to indemnify Nexpos Pty Ltd against loss or damage to the Equipment (including lawful confiscation thereof).
(c) not to alter or make an addition to the equipment without the previous consent in writing of the Nexpos Pty ltd and not to alter any identifying mark or number thereon.
(d) to keep the Equipment in the control of the Renter and not to attempt to purport to sell, dispose or encumber the Equipment in anyway.
(e) not to assign this Agreement or Renter’s rights hereunder without the prior written consent of the Nexpos Pty Ltd.
(f) permit the use of the Equipment only in accordance with the manufacturer’s instructions.
(g) at the expiration nor earlier determination of this Agreement or upon the Nexpos Pty Ltd becoming entitled to possession of the Equipment, deliver the Equipment in good, order repair and condition to the Nexpos Pty Ltd address or such other place that the Nexpos Pty Ltd may direct in writing.
(h) to give immediate written notice to the Nexpos Pty Ltd of any loss or damage to the Equipment or hardware.
(i) Refurbished Computers come with back to base warranty for the duration of the subscription contract period. Items will be repaired or replaced with the same or similar product.
(j) Cancellation Fees: In the event of cancellation, the following fees will apply: The remaining payments for the Elite Subscription will be calculated based on the number of months remaining in the 24-month period, Any months for which the Elite Subscription and computer fee have already been paid will be deducted from the cancellation fees.
5. Term
5.1 The term of this Agreement will be for the Initial Period and continuing thereafter in accordance with clause 5.2.
5.2 At the end of the Initial Period, this Agreement shall automatically renew for additional periods of one month (each, a “Renewal Period”) unless terminated by either party upon written notice to the other party at least thirty (30) days before the end of the Initial Period, or any Renewal Period, as the case may be.
6. Termination
6.1 This Agreement may be terminated by a party if the other party is in material breach of this Agreement, provided the party first provides the defaulting party with written notice of said breach, and provides such party with seven (7) days to cure the breach.
6.2 Termination of this Agreement shall not relieve or release either party from any rights, liabilities or obligations which it has accrued prior to the date of such termination, including the obligation to pay outstanding License Fees.
6.3 If Licensee wishes to terminate this Agreement prior to the end of the Initial Period, Licensee must pay to Nexpos the balance of the remaining License Fees due during the Initial Period and they will be payable on the termination date.
7. Suspension and Service Interruption
7.1 If any License Fee is more than 21 days overdue, Nexpos may suspend the availability of the Software and, following such suspension, Nexpos may charge Licensee a fee of $55.00 to reconnect the Software service.
7.2 Licensee acknowledges that at certain times the Software may be unavailable for use due to periodic updates or circumstances beyond
the control of Nexpos (including, without limitation, power and system failures).
7.3 Nexpos will not be liable for any loss or damage that may result from the inability to use the Software due to periodic updates or circumstances beyond the control of Nexpos.
8. Limitation of Liability and Indemnification.
8.1 In no event shall Nexpos be liable for any indirect, special, incidental or consequential damages (including, without limitation, loss of profits or other economic loss) arising from the use of the Software.
8.2 The maximum liability of Nexpos to any person, firm or corporation whatsoever arising out of or in connection with use of the Software, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual amount paid to Nexpos by Licensee for the licence of the Software in the immediately preceding twelve (12) months period.
9. Confidentiality.
9.1 Licensee shall not disclose any of the terms of this Agreement or any information relating to the Software for the duration of the Agreement and for twenty-four (24) months following the termination of this Agreement.
10. Notices
10.1 All notices in connection with this Agreement must be sent by email to the email address regularly used by recipient party or such other address as the recipient has indicated in writing is its address for service of notices.
11. Miscellaneous
11.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and representations of the parties related to these matters, whether written or oral.
11.2 If any provision or part of any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, it shall be severed without affecting the validity of the balance of the Agreement.
11.3 This Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party’s duly authorised representative.
11.4 This Agreement shall be governed in accordance with the laws of New South Wales and the parties submit to the exclusive jurisdiction of the Courts of that State.