SUBSCRIPTION TERMS AND CONDITION

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.

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.

SUPPORT SUBSCRIPTION TERMS AND CONDITIONS

  • All prices exclude GST and billed monthly,
  • Minimum contract term of 24 months, then the agreement continue on a month to month basis.
  • Ultimate package annual credit expires 31 December of a calendar year
  • Online monitored cloud backup has a one-off set up fee of $99. Cloud backup and compulsory with HB Pay features. It is not automated and must be scheduled with our support team by calling 1300 880 582, option 1
  • # Education is subject to availability and bookings are essential, hours expire at the end of each calendar year
  • Software licences are not included within the support subscription with the exception of one remote licence (TSPlus) and one (network) in salon licence. The licences are cancelled if the agreement is cancelled.
  • Support opening hours are AEST/AEDST
    Monday – Friday 8:30am – 7:00pm Saturday 8:30am – 3:30pm
    Excluding National Public Holidays
  • Must be running a 2018 update or later, 2017 and earlier require a software subscription.
  1. Background
    1. Nexpos Pty Ltd (ACN 126 406 013) of Suite 3, Level 2, 86-88 Mann Street, Gosford, New South Wales 2250 (Nexpos) is the authorised exclusive licensee in Australia and New Zealand of the Hairware and Beautyware software products (Software) developed by Salon Software Pty Ltd.
    2. Nexpos provides the website https://hairwarebeautyware.com.au/ (Website), various packages located the Website to support end users of the Software (Support Subscription Packages), the phone number 1300 880 582 and other communication and product information services (separately and collectively the Services).
    3. By using the Services, you (the Client) wish to enter into an agreement with Nexpos on the terms provided below.
  2. Acceptance by Client
    1. By clicking on the “I agree”, a similar button or checkbox that is presented to you at the time of placing your order, or by using the Services, you agree to be bound by the terms of this Agreement. If you do not agree with any of the Agreement, you must not use the Services.
    2. The date on which the acceptance of this Agreement is made by the Client in accordance with this clause 2 will be the commencement date of this Agreement (Commencement Date).
  3. Term
    1. This Agreement will commence on and from the Commencement Date and will continue in force for a period of 24 months (Term).
    2. If at the conclusion of the Term this Agreement has not been terminated or renewed, this Agreement will continue on the same terms on a month-to-month basis (Monthly Period).
    3. The Agreement may be terminated by either party during the Monthly Period by providing the other party with thirty (30) days written notice.
  4. Services
    1. Nexpos must, to the best of its ability, provide the Services to the Client for the duration of the Term or Monthly Period, as the case may be.
  5. Maintenance Fees
    1. As consideration for the Services, the Client agrees to pay Nexpos the amount indicated for the Support Subscription Package(s) (Maintenance Fee) as purchased by the Client.
    2. The Client acknowledges and agrees that the Maintenance Fee will be paid in advance and in full by direct debit, or as agreed in writing with Nexpos, to access and use the Services. The Client’s account will be debited on the Commencement Date of this Agreement and will be debited on that date each month thereafter (Billing Date). Nexpos will provide the Client with a tax invoice within seven (7) days of the Billing Date.
    3. If Nexpos is unable to bill the Client’s account or the Maintenance Fee has not been paid in full within twenty one (21) days of the Billing Date, Nexpos may suspend the Services until such time as all outstanding Maintenance Fees have been paid in full.
    4. Nexpos may charge the Client $25.00 fee to reinstate the Service. The Client acknowledges and agrees that aforementioned fee is not a penalty, but it is a reasonable estimate of the costs incurred by Nexpos in reinstating the Services.
  6. Client to Maintain Accurate Records
    1. The Client must provide Nexpos with their email address, phone number and street address (Contact Details).
    2. If the Client’s Contact Details change, the Client must give written notice to Nexpos of the new Contact Details as soon as is reasonably possible.
  7. Access to Client’s Computer, Device and Network
    1. The Client acknowledges and agrees that Nexpos, its employees, contractors and agents, will from time to time need to access the Client’s computer, device and network to provide the Services.
    2. Nexpos must give the Client notice prior to carrying out the actions listed in clause 7.3.
    3. Subject to notice being given in accordance with clause 7.2, the Client authorises and consents to Nexpos:
      1. accessing the Client’s computer, device and network; and
      2. modifying, adding or deleting data of the Client’s computer, device and network, solely for the purposes of providing the Services.
  8. Interruption to the Services
    1. The Client acknowledges and agrees that at certain times the Services may be unavailable for use due to periodic updates or circumstances beyond the control of Nexpos (including, without limitation, power and system failures).
  9. Variation of Support Subscription Packages and the Service
    1. Nexpos may, acting reasonably, vary the price, scope of Services or any other attribute of any Support Subscription Package by providing the Client with 30 days written notice.
  10. Termination
    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.
    2. Nexpos may terminate this Agreement immediately at any time at is sole discretion by providing the Client written notice.
    3. The Client may terminate this agreement by providing Nexpos with thirty (30) days written notice.
    4. If this Agreement is terminated under clause 10.3 and:
      1. the Term has not expired, the Client must pay to Nexpos the balance of the remaining Maintenance Fees due during the Term and they will be payable on the termination date; or
      2. the Term has expired and this Agreement is operating on a Monthly Period, any Maintenance Fees paid by the Client will not be refunded, prorated or otherwise, for the remainder of the Monthly Period.
  11. Confidentiality
    1. The terms of this Agreement are confidential and Nexpos provides these terms in confidence.
    2. The Client will not disclose any of the terms of this Agreement or any information relating to the Services for the duration of the Agreement and for twenty four (24) months following the termination of this Agreement.
  12. Indemnify, Defend and Hold Harmless
    1. To the extent permitted by law, the Client agrees to indemnify, defend and hold harmless Nexpos, its employees, contractors and agents, from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including reasonable legal fees) arising out of or in connection with this Agreement.
  13. Limitation of Liability
    1. Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation that cannot lawfully be excluded or limited, including under the Competition and Consumer Act 2010 (Cth) and similar State or Territory legislation (Non-Excludable Provision). However, to the maximum extent permitted by law, Nexpos’s liability to the Client for failure to comply with any Non-Excludable Provision is limited (at Nexpos’s option):
      1. in the case of goods – to the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired (as determined by us); or
      2. in the case of services – to the supplying of the services again or the payment of the cost of having the services supplied again (as determined by Nexpos).
    2. Except as specified in this section, to the maximum extent permitted by law:
      1. Nexpos will not be liable to the Client for any special, consequential, indirect or incidental damages or loss; and
      2. Nexpos will not be liable to the Client, whether in contract, tort (including negligence), statute or otherwise, in relation to this Agreement or its subject matter.
  14. Notices
    1. All notices in connection with this Agreement must be sent by email.
    2. All notices sent to the Client by Nexpos will be sent to the Contact Details Nexpos has recorded on file. The Client must maintain accurate Contact Details in accordance with clause 6.
    3. The Client must send all notices to Nexpos to accounts@hairwarebeautyware.com or to any another email address as directed by Nexpos by written notice.
  15. Miscellaneous
    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.
    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.
    3. This Agreement may not be varied except by an instrument in writing signed by each party’s duly authorized representative.
    4. This Agreement will be governed by the laws of New South Wales, Australia. The Client agrees to submit to the non-exclusive jurisdiction of the courts of New South Wales in the event of dispute arising out of, or in connection with, the Agreement or any use of the Services.