Customer Agreement (Universal)

1. Introduction

Sales Automation Systems (ABN 20 643 823 690) and any related parties (‘we’, ‘our’, or ‘us’), provide the subject matter of a specific product, service, or interaction with us to which this Customer Agreement relates (‘this product’) subject to your compliance with and agreement to be bound to all the terms and conditions contained or referenced herein (the ‘Customer Agreement’ or ‘this document’).

Regardless of whether you are entering into this Customer Agreement personally or on behalf of a legal entity (e.g. a business, company, partnership, and/or trust), in which case the terms ‘you’ or ‘your’ shall refer to you or your legal entity and any related parties, you represent that you have the authority to be bound to this document. Further, you represent and warrant to us that you are at least 18 years of age and have the power, authority, and capacity to agree and enter into this Customer Agreement.

You agree to our Privacy Policy (Universal).

This document sets out the commercial relationship between you and us. In addition to our obligations to you and your obligations to us, this is the entire agreement, unless:

  1. it is in addition to one or more ‘Product-Specific Customer Agreement’ documents that set out specific clauses for this product (as determined and advised by us from time to time), in which case those documents would be in addition to and should be read in conjunction with this document to form a single Customer Agreement; and/or
  2. we have presented you with a Privacy Policy, in which case that Privacy Policy would be a separate valid agreement between you and us.

By engaging with us in any way, which includes visiting any of our websites or making general enquiries, you agree to comply with and be bound to the terms and conditions of this document. Unless we incorporate the Customer Agreement (General Project) into this Customer Agreement, we also reserve the right to update this document from time to time. If we make significant material changes to this document, we will endeavour to notify you by e-mail or by posting a prominent notice on this product before the change takes effect. We will not be liable for any failure to contact you. Your continued use of this product constitutes your agreement to be bound by any changes to this document.

The provisions of this document contain the entire understanding between you and us regarding this product, and there are no conditions, warranties, promises, representations or obligations, written or oral, express or implied concerning it, other than those especially stated in this document.

All dollar amounts (either explicit or inferred) in this document are in Australian Dollars (AUD) and exclude the Australian GST unless specified otherwise.

The laws of the State of South Australia, Australia, govern this document and is so regardless of where you access or use this product.

We may assign or otherwise deal with our rights or obligations under these terms and conditions at our discretion. You may not assign your rights and obligations under these terms and conditions without our prior written consent.

Hyperlinks within this document to third party websites (e.g. to Wikipedia, government legislation, or the terms and conditions of third parties) are provided for your reference only, and these websites may be subject to their terms and conditions. As we do not have control over the availability or continued accuracy of hyperlinked-content to third party websites, any such hyperlinked-content does not form part of this document and we accept no liability and/or responsibility and make no claims, warranties or representations with regards to the use, quality, content, nature, or reliability of any third party websites.

Unless otherwise noted, Australian and international copyright laws protect all content including (but not limited to) images, illustrations, designs, icons, photographs, video clips, written material and other material, and is either our property or is used herein with the express permission of its relevant owner. Any unauthorised use of content, materials, or this product is strictly prohibited and may violate copyright and trade mark laws, the laws of privacy, publicity, and/or communications regulations and statutes.

If you have questions regarding this document, please contact us for assistance.

2. Legal jurisdiction

Any part of this Customer Agreement must be read down to the extent necessary to prevent that part of this document being invalid or unenforceable in the circumstances. Despite that reading down, if a part of this document is still invalid or unenforceable, and if the part would be valid and enforceable if a word or words were removed, then that word or those words will be removed, and the rest of this document will continue to be fully valid and fully enforceable.

Except to the extent permitted by law, nothing in this document is intended to have the effect of diminishing any applicable provisions of the Competition and Consumer Act 2010 (Commonwealth) or the Fair Trading Acts in each of the States and Territories of Australia.

The failure by us to enforce any provision of this document does not mean it's waived, nor shall it affect our right to enforce that provision.

The exercise of a power or right does not prevent either its exercise in the future or the exercise of any other power or right.

A waiver of a power or right is not valid unless it is in writing, and is valid only in respect to the specific instance of this product to which it relates and for the particular purpose for which we have given it.

We reserve any rights not expressly granted in this document.

3. Sending payments and refunds

You sending funds to us

When attempting to send us funds, it is your responsibility to cover the cost of all transaction fees, and in particular when sending from non-Australian financial institutions, various forms of both sending and receiving fees, currency conversion fees, and currency exchange markup where applicable.

To minimise delivery delays and late fees for this product, please factor-in all the costs involved when calculating the exact amount to send. Receipt of any form of payment other than cash in AUD will only be deemed payment when it has been honoured/cleared as AUD, regardless of whether you provide the sent payment receipt or written evidence.

Us sending funds to you

If you are eligible for a refund, we will deduct from any refund amount the fees incurred by us to send you the funds.

While no fees would apply when sending your refund as AUD to an Australian financial institution, sending non-AUD could incur various transaction fees, currency conversion fees, and an often undisclosed exchange rate markup. Additionally, if we are sending you funds in non-AUD, you acknowledge that you’d either receive a gain or incur a loss, depending on the currency exchange rate used, less any applicable fees. While we reserve the right to select which financial institution is used to send funds in non-AUD (which would influence the fees), our preferred supplier is TransferWise, because of their low rates.

4. Dispute resolution

In the event of a dispute, we would like to provide you with a neutral and cost-effective means of resolution. Therefore, you agree to make all reasonable attempts to contact us and negotiate a fair outcome before proceeding with any formal dispute resolution process.

Law Society of South Australia will be hired to attempt resolution by mediation; you and we agree to pay the mediator's costs equally. Individually-incurred expenses regarding any such mediation would be the sole responsibility of the party that incurred such expenses.

If mediation is unable to resolve the dispute, only then may court proceedings commence, and only in a South Australian court (given the governing law for this Customer Agreement is that of South Australia).

You and we agree that each may bring claims against the other only in your or our capacity and not as a plaintiff or class member in any purported class or representative action. Unless both you and we agree, no arbitrator or judge may consolidate more than one party’s claims or otherwise preside over any form of a representative or class proceeding. This clause does not prevent either party from obtaining any injunctive, declaratory or other interlocutory relief from a court which may be urgently required.

5. Non-exclusivity

You acknowledge that we are providing this product to you on a non-exclusive basis and that we may provide a product of the same or similar nature to any other party.

6. General disclaimer (Universal)

It is not uncommon for third-party systems (e.g. firewalls and virus scanners) to interfere with particular software accessed via a computer system or network. We are not responsible for the maintenance, configuration, installation, or effect that third party systems may have on the usability of this product.

For the avoidance of doubt and to the maximum extent permitted by law, we are not liable (whether in contract, tort, under statute, or otherwise) to you or any third party for any loss, damage, or expense (including special, indirect or consequential loss, loss of profit or revenue, loss of use, loss of data or intellectual property, legal costs and defence or settlement costs) that you or any third party incurs arising directly or indirectly as a result of this product or any third party product/service we may suggest/recommend.

Additionally, you acknowledge that nothing we communicate to you is intended to be financial/business advice; rather, ideas you may wish to investigate and discuss with appropriately-qualified/accredited professionals. You acknowledge that any business or purchase decisions are based solely upon your skill and judgement.

We do not warrant that this product will be uninterrupted or error-free or that defects will be corrected. Should this product be defective and not covered by a predefined warranty granted in this Customer Agreement, you assume the entire costs of all necessary servicing, repair, or correction. Further, where we cannot lawfully exclude a warranty implied by law regarding this product, we will limit our liability for each breach at our option to either:

  1. resupplying this product;
  2. refunding the amount paid to us for this product; or to
  3. reimburse you for an amount equal to having this product resupplied.

You agree to indemnify and hold us harmless from and against all claims, actions, demands, liabilities and settlements arising in connection with your breach of any of these terms and conditions.

We reserve the right to use the services of sub-contractors, agents, and suppliers and any work, content, services, and usage of this product by you may be subject to their terms and conditions.

Ownership and title to this product will not pass to you until the price payable for this product, including all charges has been paid in full by you and payment is processed and confirmed.