RYODATA USE OF WEBSITE AND PURCHASE OF SOFTWARE LICENCE
Terms and Conditions
The Terms apply to the use of Our Website including the purchase or licence of Software over the Website. In accessing or using the Website for those or any other purposes You agree to be bound by and to comply with the Terms. If You do not accept the Terms, You must refrain from using the Website.
In the Terms:
Account means Your online account or portal made available by Us at the Website from time to time;
ACL means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) as amended;
Agreement means any agreement for the licence of Software by Us to You;
consumer is as defined in the ACL;
End User Licence Agreement means the licence agreement which use of the Software is governed by, which accompanies or is included with the Software.
GST means the Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended;
RYODATA means Gregory Paul Perry trading as RYODATA ABN 22 990 985 002;
Software means the software applications (including any updates for that software) made available by Us for purchase or licence from the Website from time to time;
Terms means these terms and conditions, as amended;
Subscription means a subscription for the licence of Software for a 12 month subscription term and as renewed for a subsequent 12 month period, from time to time in accordance with the End User Licence Agreement;
User(s) means a user(s) of the Website either collectively or individually, as the context requires;
We/Us/Our means RYODATA and its successors and assignees;
Website means the website located at https://www.ryodata.com.au/ or any subsequent URL that may replace it; and
You/Your means you as:
a. a User of the Website; and/or
b. the person acquiring or licensing Software from Us.
We will provide You with access to the Website in accordance with the Terms.
3.Amendments to Terms
We reserve the right to amend the Terms from time to time. Amendments will be effective immediately upon notification on the Website. Your continued use of the Website following such notification will represent an agreement by You to be bound by and to comply with the Terms.
4.Availability of Software
We give no undertaking, representation, warranty or promise as to the availability of Software advertised on the Website.
5.Intellectual Property and Right to Use
5.1 The Software functions as an interface to third party datafiles. For the avoidance of doubt, the Software have a read-only add-on capability and the Software does not form part of any third-party software. RYODATA does not warrant or represent any endorsement or ownership of any third-party software that the Software may be used in conjunction with or as an interface for (including but not limited to any MYOB or Microsoft software).
5.2 You acknowledge and agree that You may be bound by a software licence agreement between a third party software provider or vendor and You. You warrant to RYODATA that You have sought all relevant consents and authorities required by the relevant third party software provider or vendor, in relation to any software licence agreements prior to using the Software.
5.3 For avoidance of doubt, nothing in the Terms are to be construed as an agreement by RYODATA to licence any commercially available third party software to You.
5.4 Copyright, trade marks and all other intellectual property rights in all material or content on the Website (including without limitation text, graphics, logos, icons, sound recordings and software) and the Software is owned or licensed by Us. Other than for the purposes of, and subject to the conditions prescribed under the Copyright Act 1968 (Cth), You agree that You may not in any form or by any means:
a. copy, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the Website; and/or
b. commercialise any information, Software or services obtained from any part of the Website,
without Our prior written permission.
5.5 Any Software that is made available to download from the Website is the copyrighted work of RYODATA and/or its suppliers. Use of the Software is governed by the terms of the End User Licence Agreement, if any, which accompanies or is included with the Software (Licence Agreement). You will be unable to install any Software that is accompanied by or includes a Licence Agreement, unless You first agree to the Licence Agreement terms.
5.6 The Software is made available for download solely for use by end users according the Licence Agreement. Any reproduction or redistribution of the Software not in accordance with the Licence Agreement is expressly prohibited.
6.1 Software available for download from the Website are available for an initial free 30 day trial period:
a.To download the software for the 30 day free trial period You must provide Your name, street address, phone number and email address.
b.You will then be able to download a trial version of the Software.
c.Following download of the Software by You, You will receive an email with a link to a payment page on the Website.
6.2 You may offer to purchase a Software licence for the price specified on the Website, during or following an initial 30 day free trial period in accordance with clause 7.
6.3 Your offer during or following an initial 30 day free trial period must:
a. contain Your name, email address, street address, payment details and any other ordering information specified on the Website; and
b. be submitted at the time of the requested activation of the Software Subscription from the Website (that is, at the time You request to activate the Software during or following the initial 30 day free trial period).
6.4 An Agreement is entered into between You and Us when We accept, in writing or electronic means, an offer from You to purchase a licence of the particular Software (order) submitted through the Account.
6.5 a. We may in Our absolute discretion accept or refuse Your order.
b. We are not required to give reasons for refusing Your order.
c. If We refuse Your order for any reason, neither You or Us will be under any further liability to the other arising out of Your order or Our non-acceptance of that order.
d. If we have not responded to You within seven (7) days of your order, Your order will be deemed to be rejected.
7.Pricing and Payment
7.1 Following the 30 day free trial period, You must pay a Subscription fee to continue using the Software.
7.2 Subscriptions are for an initial 12 month period and are for the prices set out on the Website at the time an order is placed.
7.3 Within one business day of Our receipt of Your payment of the Subscription fee for the Software, You will receive an activation code to Your nominated email address. The activation code (when entered into the Software) will enable You to activate the Software for the period of the Subscription.
7.4 The Subscription can be renewed for further periods of 12 months subject to payment of Our then current annual Subscription fee. We will email a renewal notice to You prior to expiry of the then current Subscription period. Upon payment of the renewal Subscription fee, We will provide You with a new activation code. The new activation code (when entered into the Software) will enable You to activate the Software for the renewed Subscription period.
7.5 If a Subscription is cancelled in accordance with the End User Licence Agreement, no refund will be given for the remainder of the 12 month period, regardless of whether that Software is used or not during that remaining period.
7.6 You acknowledge that Our price structure for Software will vary from time to time.
7.7 Prices quoted for the supply of Software include GST unless otherwise stated.
7.8 You are responsible for any duties, other taxes or similar, if applicable in relation to the Software.
8.Cancellation Due to Error
You acknowledge that despite Our reasonable precautions, Software may be listed at an incorrect price or with incorrect information on the Website due to a typographical error or like oversight. In these circumstances, We reserve the right to cancel the transaction, notwithstanding that Your order has been confirmed and Your credit card has been charged. We reserve this right up until the time the activation code for the Software is provided to You. If a cancellation of this nature occurs after Your credit card has been charged for the purchase, We will promptly issue a credit to Your credit card account for the amount in question.
9.Account, Password and Security
9.1 Your use of the Website and Account is subject to the terms and conditions of use published on the Website as varied from time to time.
9.2 If the Website requires you to open an Account, you must complete information as prompted by the applicable registration form.
9.3 If You create or are issued a username and password for the Account, We are entitled to rely on any actions caused by the use of that username and password and are not liable to You for any loss or damage resulting from their unauthorised use. You are entirely responsible for maintaining the confidentiality of your password and Account.
9.4 You acknowledge and agree that We are not responsible for any other websites You access by using links on the Website. In particular We do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including defamatory content) of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources.
10.1 The Software functions as an interface to third party datafiles. For the avoidance of doubt, the Software have a read-only add-on capability and the Software does not form part of any third-party software. RYODATA does not warrant or represent any endorsement or ownership of any third-party software that the Software may be used in conjunction with or as an interface for (including but not limited to any MYOB or Microsoft software).
10.2 Except as the Terms specifically state, or as contained in any express warranty provided in relation to the Software (such as in the End User Licence Agreement) and to the extent permitted by law, the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, manufacture, design or performance of the Software and/or any contractual remedy for their failure.
10.3 If You are a consumer, nothing in the Terms restricts, limits or modifies Your rights or remedies against Us for failure to comply with a statutory guarantee under the ACL.
10.4 If clause 10.3 does not apply, then other than as stated in the Terms or in any written warranty statement, We are not liable to You in any way howsoever arising under or in connection with the licence, use of, storage or any other dealings with the Software by You or any third party.
10.5 We are not liable for any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party through use of the Software or the Website, except to the extent of any liability which cannot be excluded under the ACL.
10.6 Without limiting clause 10.5, You acknowledge and agree that RYODATA is not responsible for the operation of any third party software. You acknowledge and agree that third party software providers may change the configuration or operation of their software with no notice to You or RYODATA and that this may affect the operation of the Software. You understand and agree that although the Software functions as an interface to third party datafiles, RYODATA is not in any way responsible for any actions of third parties, and are not liable for any indirect or consequential losses or expenses suffered by You as a result of any third party actions, software, information or products.
10.7 Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any Australian State or Federal legislation applicable to the sale of Software which cannot be so excluded, restricted or modified.
You agree to be fully responsible for and indemnify Us against all actions, proceedings, costs, claims, expenses, damages and demands in respect of or arising out of any breach, non-observance or non-performance of Your obligations in the Agreement, or any other liabilities arising out of Your use of the Website or the Software, or the use by any other person accessing the Website or the Software using Your electronic devices.
12.1 We are not liable in any way howsoever arising under the Agreement to the extent that We are prevented or hindered from acting by events beyond Our reasonable control including, without limitation, technical failures (such as failures of the internet, public telecommunications network or power failures) industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, acts of God, acts or threats of terrorism or war.
12.2 If an event of force majeure occurs, We may suspend or terminate the Agreement by notice to You.
13.1 The application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) to the Terms (by virtue of any law relevant to the Terms) is excluded.
13.2 You agree to take Your own precautions to ensure that the process which You employ for accessing the Website do not expose You to the risk of viruses, malicious computer code or other forms of interference which may damage Your own computer system and/or mobile device. For the removal of doubt, We do not accept responsibility for any interference or damage to Your own computer system and/or mobile device which arises in connection with Your use of the Website or any linked website.
13.3 The law of Tasmania from time to time governs the Terms. The parties agree to the non-exclusive jurisdiction of the courts of Tasmania, the Federal Court of Australia, and of courts entitled to hear appeals from those Courts.
13.4 Our failure to enforce any of the Terms shall not be construed as a waiver of any of Our rights.
13.5 If any part of the Terms is unenforceable it must be read down to be enforceable or, if it cannot be read down, the term must be severed from the Terms, without affecting the enforceability of the remaining terms.
13.6 A notice must be in writing and handed personally or sent by email, facsimile or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received upon posting. Notices sent by facsimile are deemed received on confirmation of successful transmission. A notice on You will be deemed to have been served if it is transmitted by email to an email address provided by You to Us at any time. A notice on Us will be deemed to have been served if it is transmitted by email to email@example.com or another email address nominated by Us from time to time).