OVERVIEW
These terms and conditions (
Terms) apply to your use of RetailBasics Subscription Plans. By purchasing a Subscription Plan or using RetailBasics, you agree to be bound by these Terms. These Terms are a binding contract between us and you. Read these Terms carefully as they outline your legal rights and obligations.Words that are capitalised have defined meanings. You can find a list of defined words and their meanings in the Glossary at the end of this document. When you sign up for a Subscription Plan, you sign up on either a rolling monthly basis (if you purchased a plan with monthly payments) or an annual basis (if you purchased a plan with annual payments). You can terminate or cancel your Subscription Plan by following the instructions in section 6.2(a). We might make changes to our Terms, Subscription Plans or Fees from time to time. See section 4 for information about when we will let you know about changes, and what rights you have if we make changes.
1. Subscribing to and using RetailBasics
1.1
These Terms apply to RetailBasics We agree to supply, and you agree to use, RetailBasics in accordance with these Terms.
1.2
Choosing a Subscription Plan that is right for you Descriptions of the Subscription Plans we offer are available on our website. Product and support inclusions and limitations are set out on our website and will be disclosed to you before you sign-up for a Subscription Plan. For example, there may be limits on the the number of retail outlets you can manage or the number of employees you can manage using RetailBasics, depending on the Subscription Plan you have signed up for.
1.3
Upgrading or downgrading your Subscription Plan You can upgrade or downgrade your Subscription Plan at any time.If you choose to upgrade your Subscription Plan, the upgraded functionality will be immediately available, and Changes to the Fees you are required to pay will take effect immediately. If you choose to downgrade your Subscription Plan, you will still have access to your original Subscription Plan until the end of your current subscription period, and changes to the Fees you are required to pay will take effect on renewal (unless otherwise agreed with you).
1.4
Your responsibilities Do’s and Don’ts
As a Subscriber, you must:
Provide current contact details. You must ensure that we have your up-to-date contact details. If these details change at any time, you must update them within 14 days by signing into the RetailBasics online portal and updating your profile.
Control access under your Subscription Plan and ensure your User list remains up-to-date. You control who has access to RetailBasics under your Subscription Plan. You can add or remove Users, or change their level of access or permissions at any time. Certain Users (such as Business Owners or Accounting Practice Leads) can also add or remove Users, or change their level of access. You are responsible for the acts or omissions of your Users in relation to RetailBasics. You must ensure that your Users are aware of, and comply with, these Terms.
If a User leaves your business, it is your responsibility to remove their access to RetailBasics.
Pay Fees. If you are responsible for paying Fees for your Subscription Plan, you must comply with the obligations set out in section 7. You are liable for any Fees accrued by Users you grant certain permissions to (for example, any Managers, Accountant/Bookkeeper or Payroll users you appoint).
Provide accurate data. You are responsible for verifying the accuracy and completeness of any Subscriber Data (including Payroll Data) that you or your Users input into RetailBasics.
Backup Data. There is an inherent risk of data loss with any technology. You should regularly backup your records and Subscriber Data. This means you should export relevant Subscriber Data using the Export option that is presented for each RetailBasics report, in a suitable format.
Keep your own records. You should retain a copy of your business and financial records (including invoices, receipts, business reports and Subscriber Data).
Comply with Applicable Law. It is your responsibility to comply with Applicable Law, including retaining records for Tax Law and Employment Law compliance purposes. If your Subscription Plan is terminated or cancelled, you should extract your Subscriber Data in its entirety as soon as possible by following the instructions set out in section 8.3(d).
Make sure that RetailBasics is right for you. Product features and functionality may change over time. Your needs may also evolve. This means that RetailBasics may not be, or may not remain, suitable for your needs. You must assess the ongoing suitability of your Subscription Plan and RetailBasics to meet your needs.As either a Subscriber or User, you must:
Keep your username and password secure and confidential. You should never tell anyone your username and password, or let anyone else, whether acting as your agent or not, access RetailBasics using your username and password.You should be particularly careful when accessing RetailBasics from a public computer or over public Wi-Fi. If you think anyone else might know your login credentials, you should reset the affected password in RetailBasics, or contact us without delay to arrange a password reset.
When accessing RetailBasics as either a Subscriber or User, you must not:
use RetailBasics in a way that contravenes any Applicable Law or violates a third party’s legal rights;interfere with the operation of RetailBasics;
sell, commercialise, lease, loan or otherwise distribute RetailBasics to third parties;
reverse-engineer, decompile, or otherwise attempt to discover source code, formulae or processes in respect of the software behind RetailBasics;
copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any RetailBasics content (except in respect of Subscriber Data or where we have given you prior written consent);
use RetailBasics in any way which is: harmful, threatening, abusive, vulgar, obscene or otherwise objectionable;
upload any material (including pdf. and .jpg files) into RetailBasics that: contains Personal Information of any individual without that individual’s express or implied consent, or infringes the Intellectual Property Rights of any third party;
directly or indirectly introduce, or permit the introduction into RetailBasics of, any software viruses or other malicious computer code, files or programs, or in any other manner whatsoever corrupt, interrupt, destroy or limit the functionality of RetailBasics;
use RetailBasics to send “spam” or otherwise make available any offering which violates these Terms;
remove, modify or tamper with any copyright, acknowledgment, attribution, trade mark, warning, disclaimer, regulatory or legal notice or link that is incorporated into RetailBasics, or act in a manner that is verbally or physically abusive, threatening or amounts to bullying or harassment of any of our employees, contractors or agents (including our customer support teams).
1.5
Product Support Contact our customer support team using the contact information set out on our website. Our customer support team will only respond to communications from you (if you are the Subscriber) or nominated Users with the right permissions. For security reasons, our customer support team will not respond to instructions or requests from your other Employees.
1.6
Disruption RetailBasics may be disrupted during certain periods due to circumstances or events beyond our reasonable control, including as a result of:internet service provider or telecommunications unavailability, interruption, delay, bottleneck, failure or fault;negligent, malicious or wilful acts or omissions of third parties; maintenance or repairs carried out by any third party in respect of any of the systems used in connection with providing RetailBasics or Other Applications; orservices provided by third parties ceasing or becoming unavailable.
1.7
System maintenance RetailBasics may also be disrupted during certain periods due to system maintenance or repairs. Where RetailBasics is unavailable because of system maintenance or repairs, we will notify you beforehand except in cases where urgent system maintenance or repairs are needed to maintain critical Product functionality or security. Updates about system downtime are also posted on our website.
2. Other Applications
2.1
Other Applications may be suitable for use in conjunction with RetailBasics Other Applications are offered by third parties and may be subject to their own terms of use. For example, you may be required to pay fees to a third party, in addition to the Fees you pay to us for RetailBasics or for the use of certain features.
2.2
Access to Subscriber Data If you install or enable any Other Application for use with RetailBasics, you consent to us allowing the Other Application to access your Subscriber Data as required to enable RetailBasics and the Other Application to operate together. Any exchange of data or other interaction between you and the Other Application provider is between you and them. We are not responsible or liable for any disclosure, modification, or deletion of your Subscriber Data as a result of any access to RetailBasics by the Other Application provider (except to the extent caused or contributed to by a breach of Applicable Law or these Terms by us or a Third Party acting on our instructions).
3. Data, IP and privacy
3.1
What you own: Subscriber Data
(a)
Ownership of Subscriber Data As the Subscriber, you (and, if applicable, your third-party licensors) own your Subscriber Data.
(b)
Licence to Subscriber Data As the Subscriber, you grant to us a non-exclusive and royalty-free licence to use the Subscriber Data:to enable us to perform our obligations under these Terms; to develop and improve our products and services;to identify, develop and deliver other functionality, products and services that may be of interest to you; andfor other purposes to which you expressly consent from time to time.
(c)
Necessary rights in Subscriber DataYou warrant that you have obtained any necessary consents and have all necessary rights to grant us the licence to Subscriber Data under section 3.1(b).
(d)
Accuracy and completeness of Subscriber Data Your Subscriber Data is entered by you and your Users. You are responsible for verifying and maintaining the accuracy of your Subscriber Data.
(e)
Use of anonymised or aggregated data As the Subscriber, you grant to us a royalty-free and irrevocable licence to use anonymised or aggregated data that we create or derive from your Subscriber Data in perpetuity for any purpose, provided that such anonymised or aggregated data does not contain any Personal Information.
3.2
What we own: our IP
(a)
Ownership of our Intellectual Property Rights We (and our licensors, where applicable) own RetailBasics, including but not limited to software, source code, object code, and our templates, documents, marketing material, trade marks, business names, logos, trading styles, get-up, processes, methodologies and any of our other Intellectual Property Rights.
(b)
Licence to use RetailBasics Subject to payment of the Fees, we grant you as the Subscriber and your Users a non-exclusive, revocable, and non-transferable licence to use RetailBasics in the way that we authorise. This licence continues until the end of the Data Extraction Period described in section 8.3(d), after your Subscription Plan is terminated or cancelled in accordance with these Terms.
3.3
Confidentiality Each party must take reasonable steps to secure and keep secure any Confidential Information belonging to the other party which is in its possession, custody or control and must not disclose it to any third party except where permitted under these Terms. This section 3.3 does not apply to Confidential Information which a party is required to disclose under Applicable Law, pursuant to any order, direction or request made by any court of competent jurisdiction, regulatory body or Government Agency, or under the rules of any recognised stock exchange.
3.4
Data security
(a) We must take reasonable precautions to prevent a Security Breach in relation to the Subscriber Data.
(b) Each party must promptly notify the other party if it becomes aware of an Eligible Data Breach of Subscriber Data as required under the Privacy Act.
3.5
Collection, disclosure and use of Personal Information
(a) We collect, hold, use and disclose Personal Information in accordance with these Terms, our
Privacy Policy and Applicable Law.
(b)
Privacy consent You consent to us collecting, holding, using and disclosing your Personal Information in accordance with these Terms, our
Privacy Policy and Applicable Law.You must obtain all necessary consents and provide all necessary notices in accordance with Applicable Laws about privacy (including the Privacy Act) in relation to any Personal Information you supply to us in connection with RetailBasics, your Subscription Plan or these Terms, including from your Users and you must ensure that the consents are sufficient to enable us to collect, hold, use and disclose the Personal Information in the manner contemplated in these Terms, our Privacy Policy and as otherwise required by Applicable Law.
4. Changes to these Terms, RetailBasics or Fees
4.1 Changes to these Terms We may change these Terms by giving you written notice. If the changes are significant or are likely to have a detrimental impact on you, we will give you written notice at least 30 days before the changes take effect. We will act reasonably in exercising our right to change these Terms.
4.2
Changes to the functionality of RetailBasics or your Subscription Plan
(a) We may change RetailBasics or your Subscription Plan, including by: adding, removing or discontinuing product features; changing the inclusions or limitations in our product or support tiers; or updating or modifying RetailBasics to enhance its functionality, performance, security, or compatibility.
(b) If the changes are likely to have a detrimental impact on how you use RetailBasics, we will give you written notice at least 30 days before the changes take effect.
4.3
Changes to Fees We may change the amount of any Fee, introduce a new Fee, and/or change the circumstances in which, or frequency with which, a Fee is payable. We will give you written notice at least 30 days before the changes take effect if you are responsible for paying the Fees (for example, if you are a Subscriber or a Professional Partner). We will act reasonably in exercising our right to make any changes to Fees.
4.4
Discontinuing RetailBasics
(a) If we discontinue the development, maintenance or sale of RetailBasics in Australia and we make subscriptions for any substantially similar product(s) available for sale generally to customers at the time in the relevant jurisdiction, we may propose to migrate you to a substantially similar product. We will give you written notice at least 60 days before any proposed migration and we will give you a reasonable opportunity to opt out of any proposed migration. If you do not opt out before the effective date of the migration, we will automatically migrate your Subscriber Data and transfer your Subscription Plan to a substantially similar product. We will act reasonably in making any migration under this section 4.4.
(b) If we discontinue the development, maintenance or sale of RetailBasics in Australia, and do not make subscriptions for any substantially similar product(s) available for sale generally to customers at that time, we will give you written notice at least 60 days’ before the effective date of discontinuation of your RetailBasics service so that you can arrange for replacement product(s) or service(s).
4.5
Your rights if we make changes
(a) Without limiting your rights under 6.2(a), if we make changes under sections 4.1, 4.2(b), 4.3, 4.4, you have a right to terminate your Subscription Plan before the changes take effect. You can terminate your Subscription Plan by contacting our customer support team. Termination will take effect at the end of your current subscription period (or on another date agreed with you). If you exercise your right to terminate or cancel your Subscription Plan in accordance with this section 4.5
(a), you will be entitled to receive a refund for any Fees you prepaid for the period after the termination or cancellation takes effect. Alternatively, you can upgrade or downgrade your Subscription Plan as set out in section 1.3.
(b) If you continue to use RetailBasics after being notified of changes to these Terms under section 4.1, you are bound by the updated Terms from the effective date of the updated Terms.
5. Fees and payment
5.1 This section applies to you, as a Subscriber, if you are responsible for paying all or part of the Fees for your Subscription Plan. You will be responsible for paying the Fees unless another person (such as a Professional Partner) is responsible for paying the Fees. If they stop paying us, you will need to pay the Fees to continue using RetailBasics, in compliance with this section
5.2
Fees payable under your Subscription Plan When you select your Subscription Plan, you will be informed of the pricing, product tier inclusions and limitations which are relevant to your Subscription Plan.All Subscription Plans include access to a base subscription, the use of which incurs a fixed monthly or annual Subscription Fee.Your monthly or annual invoice will consist of a fixed monthly or annual Subscription Fee which is charged in advance of the applicable subscription period.
5.3
Free Trial We may make RetailBasics available to new subscribers for a free trial period (
Trial). Any data that you enter into RetailBasics, during the Trial period will be available for you to download for a period of fourteen (14) days after the expiration of the Trial period, however you will lose the ability to add new data, delete data or make changes to any data that you have entered during the Trial period. If you decide to purchase a Subscription Plan during the period of the Trial, or within fourteen (14) days of the expiration of the Trial period, any data entered into RetailBasics by you during the Trial period will be rolled over and made available to you via the applicable Subscription Plan.
5.4
Payment Terms If you are responsible for paying the Fees for your Subscription Plan, you must provide us with a direct debit authority in accordance with section 7.5 and pay Fees by the due date stated on the relevant invoice (unless otherwise agreed with you). Your fixed monthly Subscription Fee is payable in advance, within 7 days of receipt of your invoice. Different payment terms may apply to the use of Premium Features and will be specified in the relevant product terms and conditions.
5.5
Direct Debit
(a)
Direct Debit Authority As a Subscriber, you authorise us to deduct the Fees payable to us in respect of your use of RetailBasics by providing us with your credit card or other payment details and signing electronically to confirm that you agree to the Direct Debit Authority. If your Direct Debit Authority is cancelled or withdrawn, you must provide us with a replacement direct debit authority (unless we agree to another payment method).
(b)
Recurring Payments When you purchase a Subscription Plan, you agree that you are authorising recurring payments, and payments will be made to us by the method and at the recurring intervals you have agreed to, until either a) the the end of themonth in which the Subscription Plan is terminated or cancelled (in the case where you chose to pay for your Subscription Plan on a monthly basis), or b) the one-year anniversary of the date on which your Subscription Plan was last renewed (in the case where you chose to pay for your Subscription Plan on an annual basis).
(c)
Processing Fee payments Debiting of Fees will ordinarily occur on the invoice due date (but may occur at other times if permitted under your Direct Debit Authority). If you are responsible for paying the Fees for your Subscription Plan, we will provide you with either a) a monthly invoice detailing the Fees that will be debited from your account (in the case where you chose to pay for your Subscription Plan on a monthly basis), or b) a yearly invoice detailing the Fees that will be debited from your account (in the case where you chose to pay for your Subscription Plan on an annual basis). As a Subscriber, it is your responsibility to ensure that you have sufficient credit or funds available in your nominated credit card or bank account to cover your monthly payment, and that your credit card or account details are up to date.If we cannot debit your Fees from your credit card or bank account, we will notify you that your account has fallen into arrears and may attempt to re-draw up to 3 further times before the direct debit is considered to be dishonoured.You are responsible for paying any dishonour fee(s) charged by your financial institution.As a Subscriber, you can update your payment details at any time. Following any update, you authorise us to continue to charge the applicable credit card or bank account, including for any outstanding Fees accrued by you or your Users in connection with your use of RetailBasics.
(d)
Late payment If undisputed Fees remain unpaid for a period of 30 days after you receive a written notice from us requiring you to pay the outstanding Fees, we may suspend or terminate your Subscription Plan in accordance with section 6.2(b).
(e)
If there has been a problem If you believe there has been an error in debiting your credit card or bank account, you should notify us immediately at
accounts@retailbasics.net so that we can resolve your query promptly. If your credit card or bank account has been incorrectly debited by more than it should have been, we will arrange a refund of the incorrect debit. If there is a genuine dispute about an amount that was debited from your account, and you have notified us about the dispute, we will hold the amount on trust for you pending the outcome of a dispute resolution process. If there is a genuine dispute about an amount due for payment that has not been debited from your account, and you have notified us about the dispute, we will not debit the disputed amount until after the outcome of a dispute resolution process.
5.6
Goods and services tax (GST) All Fees are subject to GST. If a Fee is stated as being GST inclusive, then it already includes the GST. If a Fee does not say it is GST inclusive, then we will add GST to the amount.
6. Term and Termination
6.1
Automatic renewal When you sign up for a Subscription Plan, you sign up on either a rolling monthly or rolling annual basis. Your Subscription Plan will automatically renew at the end of the current subscription period for a further one-month or one year period, unless your Subscription Plan is terminated in accordance with these Terms. You are required to give us notice at least 10 days before the end of your current subscription period if you do not want to renew your Subscription Plan, to give us sufficient time to process your request.
6.2
Termination
(a)
How can you terminate or cancel your subscription?
For any reason As a Subscriber, you can terminate or cancel your Subscription Plan for any reason, or no reason, by notifying us at least 10 days before renewal of your monthly or annual Subscription Plan, so that we have sufficient time to process your request. This can be done by contacting our customer support team via the contact details provided on our website. The effective date of termination or cancellation will be the last day of the current subscription period (or, if you notify us less than 10 days before the end of the current subscription period, the following subscription period). If your Subscription Plan is terminated or cancelled, you and your Users will continue to have access to your Subscription Plan until the end of your billing period and the end of the Data Extraction Period described in section 6.3(d).We do not provide refunds or credits for any partial subscription periods unless expressly set out in these Terms, where otherwise required under Applicable Law or otherwise agreed with you.
For our breach As a Subscriber, you can terminate or cancel your Subscription Plan by providing notice if we fail to remedy a material breach of these Terms within 10 days of you giving us notice of the breach in writing.
If we make changes Section 4.5(a) sets out your right to terminate or cancel your Subscription Plan in certain circumstances where we notify you that we intend to make changes to these Terms, your Fees, RetailBasics or your Subscription Plan.
If we suspend performance of our obligations If we suspend performance of our obligations under these Terms, you have a right, during the period of suspension, to terminate or cancel your Subscription Plan immediately upon notice to us.
(b)
How can we suspend, terminate or cancel your Subscription?
For any reason We can terminate or cancel your Subscription Plan for any reason by providing you with at least 60 days’ written notice.
For your breach We can suspend, terminate or cancel your Subscription Plan by providing written notice if you fail to remedy a material breach of these Terms within 10 days after we give you written notice of the breach, including without limitation where: Fees are overdue; or there is a change in who owns or controls the Subscriber where we were not notified in advance about the change in ownership or control, and the new owners have failed to satisfy our reasonable identity and credit check requirements or failed to provide information that we reasonably require to make changes to the Subscriber’s account.
Immediately We can suspend your Subscription Plan immediately (and will notify you as soon as we reasonably can) if we believe it is reasonably necessary either to protect the security of RetailBasics or the Subscriber Data or any critical RetailBasics functionality. We will lift any suspension as soon as we reasonably can after resolution of the issue(s) giving rise to the suspension.We can suspend, terminate or cancel your Subscription Plan immediately upon written notice to you (and will notify you as soon as we reasonably can) if:as a Subscriber, you cease to be able to pay all your debts as they fall due, become insolvent, go into liquidation or administration, bankruptcy or such other similar arrangement with creditors, or cease to carry on business (subject to any stay requirements under Applicable Law);a change to any Third Party arrangement necessary for RetailBasics renders the ongoing operation of RetailBasics substantially unworkable or non-functional, despite us making reasonable efforts to ensure the ongoing operation of RetailBasics; orthe actions of a regulator or a change in Applicable Law or regulation makes the ongoing operation of RetailBasics substantially unworkable or non-functional.
6.3
What happens on Termination or cancellation of your Subscription Plan?
(a)
End of your Subscription Plan Unless otherwise specified in these Terms or mutually agreed with you in writing, termination or cancellation of your Subscription Plan is effective on the last date of your current subscription period. After termination or cancellation of your Subscription Plan is effective:you and your Users must cease use of RetailBasics; andyou and any Users (including Employees) will only be able to access Subscriber Data for the Data Extraction Period described in section 8.3(d) and may not have access to Subscriber Data after the Data Extraction Period ends.
(b)
Payment of Fees still owing After termination or cancellation of your Subscription Plan, you must pay any Fees that are due and payable to us (including any variable Pay-Per-Use Fees or Fees for use of Premium Features) up to the date of termination or cancellation of your Subscription Plan.
(c)
Continuation of limitations on liability Any limitations on liability which apply under these Terms continue after termination or cancellation of your Subscription Plan.
(d)
Accessing archived Subscriber Data after termination or cancellation of your Subscription Plan We strongly recommend that, as a Subscriber, you extract your Subscriber Data for compliance and archive purposes either prior to termination or cancellation of your Subscription Plan or as soon as possible following termination or cancellation of your Subscription Plan. Failure to extract and retain your Subscriber Data may result in you being unable to comply with your record retention obligations under Applicable Law (including Tax Law and Employment Law). You acknowledge and agree that:You will have 14 days from the effective date of termination or cancellation of your Subscription Plan to extract your Subscriber Data from RetailBasics (
Data Extraction Period) for no additional charge. After the Data Extraction Period, you and your Users (including your Employees and, if applicable, Accounting Partner) will not have any further guaranteed access to RetailBasics or your Subscriber Data. If you need to access your archived Subscriber Data records after the end of your Data Extraction Period, contact us. Access to archived Subscriber Data may be subject to additional fees and charges and require that you have an active Subscription Plan to view the records. We cannot guarantee that we will be able to recover your historical Subscriber Data, which is why you should keep your own records and copies of Subscriber Data. We may delete Subscriber Data after the Data Extraction Period in accordance with our data retention policies.
7. Liability, Warranties and Indemnities
7.1
Limits to our liability Our liability to you for any breach by us of these Terms is, if permitted by the Australian Consumer Law (
ACL), limited to:the resupply of RetailBasics or the service (as applicable); or the cost of re-suppling RetailBasics or the service (as applicable), in respect of which the breach occurred, and otherwise will be limited to the maximum extent permitted by Applicable Law.
7.2
Where the Australian Consumer Law applies
(a) Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:to cancel your service contract with us; andto a refund for the unused portion, or to compensation for its reduced value.You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service. These Terms do not exclude, restrict or modify the application of any part of the ACL, or the exercise of any right or remedy conferred by the ACL.
7.4
When we will not be liable to you To the maximum extent permitted under Applicable Law and subject to sections 7.2 and 7.3, we are not responsible or liable to you for:the contents of the Subscriber Data; any Loss or Claim relating to provision or use of the Subscriber Data, Imported Data, Payroll Data, Exported Data or system data made available through RetailBasics;any Loss or Claim relating to the operation of Third Party applications or the actions or inaction of Third Parties, Other Application providers or other persons (including those which may be negligent or unauthorised) relating to RetailBasics; any Loss or Claim arising from a failure by you, as the Subscriber, or your Users to maintain archive records of your Subscriber Data, except to the extent caused or contributed to by a breach of Applicable Law or breach of these Terms by us or any Third Party acting on our instructions.
7.5
We indemnify you for IP Claims Subject to you complying with this section 7.5, we indemnify you from and against any Loss or Claim incurred by you arising directly from or in direct connection with a claim by a third party that RetailBasics or its use, infringes the Intellectual Property Rights of that third party (“
IPClaim”). If an IP Claim is made against you, you must promptly notify us of the IP Claim and give us the right to defend and settle the IP Claim. We will not settle an IP Claim without your prior consent (such consent not to be unreasonably withheld or delayed). You must provide reasonable assistance with our defence of the IP claim. The indemnity in this section 7.5 will not apply to the extent that the IP Claim arises or results from your (or your Users’) access or use of RetailBasics in a manner prohibited by us in writing or in breach of these Terms.
7.6
You indemnify us for third party claims relating to your use of RetailBasics You indemnify us against any Loss or Claim we incur directly from or in direct connection with a third party claim or action against us relating to your (and your Users’) use of RetailBasics.
7.7
Limitation of Liability
(a)
Liability cap In no event will either party’s aggregate cumulative liability (whether in contract, tort, negligence, statute or otherwise) exceed an amount equal to the Fees paid by you to us during the 12-month period preceding the event or occurrence giving rise to such liability. This limitation does not apply to liability:that cannot be excluded or limited under Applicable Law; arising out of or in connection with sections 7.2—7.3 and 7.5—7.6; orarising out of or in connection with a party’s gross negligence, fraud or wilful misconduct.
(b)
Consequential loss excludedIn no event will either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, loss of data, lost business, loss of revenue or lost profits) even if it has been advised of the possibility of such damages.
7.8
Proportionate liability To the extent permissible under Applicable Law, each party’s liability under these Terms (including under an indemnity) is reduced proportionately to the extent that such liability is caused or contributed to by the breach of these Terms or the wrongful, unlawful or negligent act or omission of the other party or its directors, officers, employees, agents or subcontractors.
7.9
Duty to mitigate Each party must use all reasonable endeavours to mitigate its Losses.
8. General terms
8.1
Notices Where we are required to give you written notice under these Terms, we can give notice either via email or in-product notification.
8.2
Entire agreement These Terms and the documents incorporated by reference, including any Fee increases notified to you, supersede any previous written agreements between us in connection with RetailBasics.
8.3
What happens if some of these Terms can’t operate? If any part of these Terms is void, unenforceable or illegal in a jurisdiction, that part does not apply in that jurisdiction. However, the remainder of the Terms continue in operation in that jurisdiction and the validity or enforceability of the remainder of these Terms is not affected.
8.4
No waiver If a party does not insist on strict performance of any part of these Terms, that waiver will not be deemed to be a waiver of a subsequent breach of these Terms.
8.5
Assignment by you You can assign, novate and otherwise transfer your rights and/or obligations under these Terms to an affiliated entity, subject to your account being up to date and the incoming subscriber completing such transfer forms as we may reasonably require (including completing any necessary identity or verification checks). If you wish to transfer your Subscription Plan and Subscriber Data to someone else, contact our customer support team and we will guide you through the process of having your Subscription Plan and Subscriber Data transferred. Any purported assignment, novation or transfer that does not follow our prescribed process is invalid and you remain responsible for your obligations under these Terms.
8.6
Assignment by us We may assign, novate or otherwise transfer our rights and/or obligations under these Terms to any of our affiliated entities, or to any entity that acquires all or substantially all of our business or assets related to RetailBasics, and we will give you written notice of any such assignment, novation or transfer.
8.7
Which laws apply to the Terms? These Terms are governed and construed by the laws of the state of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts of the state of Victoria, Australia.
8.8
Disputes and Customer Complaints As a Subscriber, you’re responsible for resolving any disputes with your Users. If you have any questions, complaints or claims that you wish to raise with us you can contact us via any of the contact methods described on our website. Most disagreements can be resolved informally and efficiently within our customer resolutions team.
9. Glossary
9.1
Definitions The following expressions have the following meaning:
RetailBasics means any and all of the services, features and functionality comprising the product ‘RetailBasics’ which we make available from time to time.
Applicable Law means all laws, rules and regulations in force from time to time in Australia.
Confidential Information means, in respect of a party, information belonging or relating to that party that is submitted or disclosed by that party to the other party in connection with your use of RetailBasics that is not generally available to the public (other than by reason of a breach of these Terms by the other party) and: (i) at the time of disclosure, is identified by the first party as being confidential; or (ii) which the other party knows, or ought reasonably to be expected to know, is confidential to that first party.
Data Supplier means an organisation authorised by you to supply us with Imported Data. This might include your bank, a customer, third-party software provider or a supplier.
Direct Debit Authority means the direct debit authority signed by you for payment of the Fees.
Eligible Data Breach means that term as defined in the Privacy Act.
Employees means employees of the Subscriber.
Employment Law means all laws regulating employment in Australia.
Exported Data means data exported, extracted or transmitted from RetailBasics to a storage destination or organisation nominated by you. It includes data transmitted to Other Applications and exported data files.
Fees means those fees relating to your Subscription Plan as disclosed to you when you initially signed-up; or as disclosed to you when you upgraded or downgraded your plan; and any changes to those fees as communicated to you in accordance with these Terms.
Fees comprise of fixed monthly or annual subscription fees.
Imported Data means data that is imported or transmitted into RetailBasics from a Data Supplier or Other Application authorised by you.
Intellectual Property Rights means all present and future intellectual property rights, including patents, copyright, designs, trade marks, know how and moral rights.
Loss or
Claim means any loss, liability, claim, action, proceeding, damage, compensation, cost or expense (including all reasonable legal costs and expenses), including liability in tort.
Other Application means any application or service offered by a third party to integrate and be used in conjunction with RetailBasics.
Payroll Data means the Subscriber payroll information that you input into RetailBasics.
Personal Information means that term as defined in the Privacy Act. This includes information about an identifiable individual.
Privacy Act means the
Privacy Act 1988 (Cth) as amended or replaced from time to time.
Accounting Partner means a person who provides bookkeeping, accounting or similar services to the Subscriber, and who may be appointed as a User.
Security Breach means unauthorised access to or alteration of the Subscriber Data.
Subscriber means the business that subscribes to RetailBasics. A Subscriber may be a sole trader, partnership, company, trustee acting on behalf of a trust or another type of organisation or entity.
Subscriber Data means data, information, text, graphics, images or works of authorship of any kind (including Imported Data and Payroll Data), information (including Personal Information) and other materials entered or uploaded by you, Users or a Data Supplier (as applicable) into RetailBasics.
Subscription Plan means any Subscription Plan for RetailBasics we make available from time to time, as described on our website.
Tax Laws means:
A New Tax System (Goods and Services) Act 1999 (Cth) and the
Taxation Administration Act 1953 (Cth) or similar laws and any binding regulation, ruling or direction issued by the Australian Taxation Office as amended or replaced from time to time.
Third Party means any person we have engaged to help us provide RetailBasics. This includes any other service providers engaged by us to assist in the delivery, maintenance and administration of RetailBasics. In the case of Data Feeds, any Data Supplier that you authorise to provide Imported Data to us is also a Third Party under these Terms.
User means a person authorised by the Subscriber to use RetailBasics (including Employees and Accounting Partners).
We,
us and
our means RETAIL BASICS (ABN 44 138 878 691) of Highett, VIC, Australia (“
RetailBasics”). These Terms are between you and RetailBasics.
You and
your means the Subscriber and/or User, as the context requires.
Last updated: April 2024
