Once accepted, these Terms & Conditions constitute a legal agreement between you and Qpod Solutions Pty Ltd (‘Agreement’). This Agreement covers both free trials and paid Subscriptions to Quiddity. Please read the full contents of this Agreement carefully.
By signing up to Quiddity and completing your registration online, you accept this Agreement and agree to abide by it.
If you are entering into this Agreement on behalf of a business or other legal entity, you hereby represent and warrant that you have the authority to bind such entity and its Affiliates to this Agreement, in which case “You” or “Your” shall refer to such entity and its Affiliates. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not accept this Agreement, nor may you use Quiddity or receive services hereunder.
In addition to any terms defined in the content of this agreement, the following terms have the following meanings:
“Access Fees” means the costs which are paid by the subscription owner to allow access via user license assignment.
“Affiliates” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Confidential Information” “Quiddity” means the online micro ERP application developed by Qpod Solutions Pty Ltd and the underlying servers and software used to provide such application (collectively the “System”)
“End Users” means individuals, eighteen years or older, who are authorized to access and use the Quiddity platform under Your Subscription. End Users may include but are not limited to You and Your employees, consultants, contractors, and agents.
“Fees” means Subscription Fees. Services Fees, and any other amounts due to Qpod Solutions Pty Ltd and payable by You under this Agreement.
“Residuals” means ideas, concepts, know-how, expertise, methods, methodologies, functional and technical architectures, techniques or skills, writings in which any of the same are fixed (including, without limitation, all reports, computer software systems, routines, data models, technical data, processes, designs, code and documentation and systems, concepts and business information) that Qpod Solutions Pty Ltd has developed or is developing in connection with the business of creating and offering the Quiddity platform. Residuals do not include Your Confidential Information or Your Data.
“Subscription” means the right to access the System during the Term.
“Website” means the Quiddity website www.quiddityapp.com.au.
“Your Data” means any personally identifiable data uploaded by You to Quiddity that would typically be provided in the normal course of using the System, as well as all information generated by the End Users during the use of Quiddity. Your Data includes, without limitation, any financial information of any nature or any other personally identifiable information that could legally be considered private or sensitive as defined in the Privacy Act 1988 (Cth).
Provision of the Platform
Registration: You must be eighteen years or older to register, and must provide complete and accurate information during the Registration process, including a valid credit card number that You are authorized to use if You are registering for a paid Subscription.
Free Trial: Qpod Solutions Pty Ltd may make all or part of the System available to You and Your End Users on a trial basis, free of charge. This is what we refer to as the “Free Trial”. The Free Trial begins when you Register and is terminated on the Free Trial expiration date specified during Registration. The Free Trial also expires if you fill out the order form and subscribe to the System.
Please note: Access to the Quiddity platform is provided “as-is” and without warranty of any kind during the Free Trial. Any data, configuration or preferences entered by You or Your End Users during the Free Trial will be permanently deleted unless you order a Subscription. Alternatively, you can export your data before the expiration of the Free Trial.
Subscription: Qpod Solutions Pty Ltd will make the System available to You and Your End Users following Your order and acceptance of this Agreement. You agree that Your purchase of the Subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Qpod Solutions Pty Ltd with respect to future functionality or features of the System.
Support: Support via email is available in connection with a paid Subscription.
Mobile Apps: Qpod Solutions Pty Ltd may offer applications that allow You to access the System on Your mobile device, including, for example, the Windows Phone and devices running the Android or iOS operating system. Mobile devices must be purchased separately and are not included in Your Subscription. Qpod Solutions Pty Ltd mobile apps require an active internet connection, and may incur data charges with Your wireless carrier, including roaming charges where applicable. Quiddity mobile apps may collect technical data, including information about application crashes and usage statistics, and may use certain third party libraries or modules. Any such mobile apps offered by Qpod Solutions Pty Ltd will constitute part of the System, and as such their usage is subject to the terms and conditions of this Agreement.
Ownership of Your Data: You retain all right, title and interest in and to all Your Data. Qpod Solutions Pty Ltd will not access Your Data except to respond to service or technical problems, or otherwise at Your request.
Backup of Your Data: You must maintain copies of all Your Data input into the System. Qpod Solutions Pty Ltd adheres to 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 Your Data. Qpod Solutions Pty Ltd expressly excludes liability for any loss of Your Data no matter how caused.
Third-party applications and Your Data: If You enable third-party applications for use in conjunction with the System, You acknowledge that Qpod Solutions 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 System. Qpod Solutions 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.
Confidentiality and Privacy
Definition of Confidential Information. As used in this Agreement, “Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is designated in writing as confidential, as well as Your Data. Confidential Information shall not include information that: (a) is known publicly; (b) is generally known in the industry before disclosure; (c) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; or (d) has been otherwise lawfully known or received by the Receiving Party.
Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
Protection. The Receiving Party agrees to keep confidential all Confidential Information, and to protect the confidentiality thereof in the same manner as it protects the confidentiality of its own confidential information (at all times exercising at least a reasonable degree of care in the protection of Confidential Information).
Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
Warranties and Acknowledgements
Authority. You warrant that where You have registered to use the System on behalf of another person, You have the authority to enter into this Agreement 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 this Agreement, without limiting Your own personal obligations under this Agreement. Authority. You warrant that where You have registered to use the System on behalf of another person, You have the authority to enter into this Agreement 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 this Agreement, without limiting Your own personal obligations under this Agreement.
Acknowledgement. You acknowledge that:
- You are authorised to use the System 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 System (whether that information and data is Your own or that of anyone else).
- Qpod Solutions 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 System 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:
- a. You are responsible for ensuring that You have the right to do so;
- b. You are responsible for authorising any person who is given access to information or Your Data, and You agree that Qpod Solutions 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
- c. You will indemnify Qpod Solutions Pty Ltd against any claims or loss relating to:
- i. [insert’s] refusal to provide any person access to Your information or Data in accordance with this Agreement,
- ii. Qpod Solutions Pty Ltd making available information or Your Data to any person with Your authorisation.
- The provision of, access to, and use of, the System is on an “as is” basis and at Your own risk.
- Qpod Solutions 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 services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the System. Qpod Solutions Pty Ltd is not in any way responsible for any such interference or prevention of Your access or use of the System.
- It is Your sole responsibility to determine that the System meet the needs of Your business and is suitable for the purposes for which You propose to use it.
- You remain solely responsible for complying with all laws. It is Your responsibility to check that storage of and access to Your Data via the System and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
No warranties. To the extent permitted at law, Qpod Solutions Pty Ltd gives no warranty about the System. Without limiting the foregoing, Qpod Solutions Pty Ltd does not warrant that the System 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.
Consumer guarantees. You warrant and represent that You are acquiring the right to access and use the System 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 access to the System, the Website or this Agreement.
Limitation of Liability
To the maximum extent permitted by law, Qpod Solutions 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, Your Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the System or Website.
If You suffer loss or damage as a result of [insert’s] negligence or failure to comply with this Agreement, any claim by You against Qpod Solutions Pty Ltd arising from [insert’s] negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with our Termination clause.
Trial Policy. When You first sign up for access to the System You can evaluate the System under the defined trial usage conditions, with no obligation to continue to use the System. If You choose to continue using the System thereafter, You will be billed from the day You first add Your billing details into the System. If You choose not to continue using the System, You may cancel your Subscription. Trial Policy. When You first sign up for access to the System You can evaluate the System under the defined trial usage conditions, with no obligation to continue to use the System. If You choose to continue using the System thereafter, You will be billed from the day You first add Your billing details into the System. If You choose not to continue using the System, You may cancel your Subscription.
Prepaid Subscriptions. Qpod Solutions Pty Ltd will not provide any refund for any remaining prepaid period for a prepaid Access Fee Subscription.
No-fault termination. This Agreement will continue for the period covered by the Access Fee paid or payable for Your Subscription. At the end of each billing period this Agreement will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates this Agreement by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate this Agreement You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then-current period up to and including the day of termination of the Agreement.
Breach. If You;
- breach any of the terms of this Agreement (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of the terms of this Agreement and the breach is not capable of being remedied (which includes (without limitation) any payment of Access Fees that are more than 30 days overdue); or
- or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed over 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,
Qpod Solutions Pty Ltd may take any or all of the following actions, at its sole discretion:
- terminate this Agreement and Your use of the System and the Website;
- suspend for any definite or indefinite period of time, Your use of the System and the Website;
- suspend or terminate access to all or any data.
For the avoidance of doubt, if payment of any invoice for Access 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, Qpod Solutions 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.
Accrued Rights. Termination of this Agreement 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:
- remain liable for any accrued charges and amounts that become due for payment before or after termination; and
- immediately cease to use the System and the Website.
Technical Problems. In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting The Qpod Solutions Pty Ltd. If You still need technical help, please check the support provided online by The Qpod Solutions Pty Ltd on the Website or failing that email us at email@example.com
Service availability. Whilst Qpod Solutions Pty Ltd intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Qpod Solutions Pty Ltd has to interrupt access to the System for a sustained period of time then Qpod Solutions Pty Ltd will use reasonable endeavours to publish in advance details of such activity on the Website. This includes planned maintenance.
Waiver. If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays. Neither party will be liable for any delay or failure in performance of its obligations under this Agreement 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.
No Assignment. You may not assign or transfer any rights to any other person without Qpod Solutions Pty Ltd prior written consent.
Governing law and jurisdiction: This Agreement is governed by and shall be construed in accordance with the laws of Australia. The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Australia. Severability. If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision that, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Notices. Any notice given under this Agreement by a party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Qpod Solutions Pty Ltd must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Qpod Solutions Pty Ltd. Notices to You will be sent to the email address that You provided when setting up Your access to the System.
Rights of Third Parties. A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.