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Basic Services Agreement

Strytex Basic Services Agreement

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

This is a contract between You (the Member) and us (Strytex). It describes the services we will provide to You, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using the Services, you are agreeing to these terms.

We periodically update these terms. If you have an active Strytex subscription, we will let you know when we do via an email or in-app notification.

1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement, unless the context otherwise requires:
(a) Definitions in Strytex’s standard Definition of Terms are used within this Agreement, are not replicated below and should be referenced to read this Agreement.

(b) Access Fee means the monthly fee for Services (excluding any taxes, duties, processing fees) payable by You in accordance with the Fee Schedule;

(c) Associated Documents means the following documents, the latest versions of which can be found on the Strytex website at www.strytex.com

  • Customer Satisfaction and Refund Policy
  • Definition of Terms
  • Portal End User Terms of Use
  • Privacy Policy
  • Website End User Terms of Use

(d) Fee Schedule means:

  • the Access Fees and any other charges;
  • the invoice terms,
    associated with the Services, which are defined in clause 3.2.

(e) Intellectual Property Rights means: registered and unregistered copyright; inventions (including patents, innovation patents and utility models); confidential information, trade secrets, technical data and know-how; registered and unregistered designs; circuit layout designs and topography rights; rights in databases; any other rights resulting from intellectual activity in the industrial, commercial, scientific, literary or artistic fields which subsist or may in the future subsist; any renewals, extensions and revivals, applications for and the right to apply for registration; and any rights against any third party in connection with these listed rights.

(f) Portal End User Terms of Use means those terms and conditions pursuant to which the, Authorised Employees may use the Portal and Services, as published on the Strytex Website and updated from time to time;

(g) Privacy Policy means the Strytex Privacy Policy governing use of the website and Services as published on the Strytex Website and updated from time to time;

(h) Services are defined in Definition of Terms but in the context of this Agreement excludes any Managed Services.

(i) You means the Member and, where the context permits, all Authorised Employees.
Your” has a corresponding meaning.

2. ACCESS AND USE
2.1 Strytex grants You the right to access and use the Services with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to these Terms and Conditions.

2.2 You acknowledge and agree that, subject to any applicable written agreement between the Member and the Authorised Employees, or any other applicable laws:
(a) the Member is responsible for all Authorised Employees who use of the Services;

(b) the Administrator controls each Authorised Employees level of access to the Member Site and Services at all times and can revoke or change the level of access at any time;

(c) the Administrator has authority and decision rights over that of an Authorised Employee regarding access or any other matter connected to the Member Site or Services.

3. FEES AND PAYMENT OBLIGATIONS
3.1 The Services are only available under a monthly subscription plan.

3.2 The Fee Schedule is available on and details:
(a) Access Fees and any other charges associated with the Services;
(b) invoice terms.
From time to time, we may change our fees and charges associated with the Services.

3.3 An invoice for the Access Fee will be issued each month in accordance with the Fee Schedule. Strytex will continue invoicing You in accordance with the Fee Schedule until this Agreement ends.

3.4 All Strytex invoices will be sent to You by email, or to Your Administrator. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of the Access Fee and all associated taxes and processing fees including GST where applicable.

3.5 Payments can only be made by credit card. Your monthly subscription will be automatically renewed at the end of each month unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the monthly subscription fee will be charged to the nominated credit card.

3.6 If you do not wish to renew the subscription, you must inform us at least seven days before the renewal date. If you miss this date you will be presumed to have authorised Strytex to charge the subscription fee to your nominated credit card.

3.7 Read about our Customer Satisfaction and Refund Policy.

4. LIMITATIONS ON RIGHTS & ACCESS RIGHTS
4.1 Limitations on Member Rights
(a) You may only use the Services for lawful purposes. You must not illegally transmit, distribute or store any material or violate any applicable regulation in its use of Services including, without limitation, the Materials and any other material which is protected by any third party Intellectual Property Rights.

(b) You agree not to allow any third party, other than an Authorised Employee, access to Services via the Member Site.

(c) Administrators have the ability to transmit a link to all Authorised Employees to enable them to set up their own unique password which, in conjunction with their business email, allows them access the Services.

(d) The Member is responsible for ensuring passwords used by Authorised Employees are kept confidential and protected from unauthorised access. Transferring or sharing assigned user identification and password information is strictly prohibited. Any violation of this prohibition shall result in immediate termination of access to the Services for the offending Authorised Employee and/or at the discretion of Strytex, termination of access for the Member and all Authorised Employees. The Member shall be liable to Strytex for any damage or loss suffered by Strytex or any other party due to such breach. The Member must notify Strytex in writing of any such breach. Access for an offending Authorised Employee will be suspended pending a review and re-issue of a link to change the password.

(e) A Member is only authorised to load Materials on to a Member Site where those Materials are specifically created for that Member. If a Member loads Materials that do not directly relate to that Member, it’s Employees, Locations or Facilities, Strytex reserves the right to suspend access to the Services, and may terminate this Agreement.

(f) The loading of fraudulent Materials is prohibited. If fraudulent Materials are found on a Member Site, Strytex may terminate this Agreement and remove all access to Services including access to Materials on the Member Site.

(g) Strytex will use all reasonable means to protect the Portal and the Services from any breaches of security including illegal entry by hackers and/or users of Services who act in a manner that is prejudicial to Strytex’s interests. Strytex shall bear no liability to the Member for:

  • the acts and/or omissions of any hacker or unauthorised user of the Services;
  • any content on the Portal which has been placed by any hackers or users of the Portal or the Services and which may contain data or information which is obscene, defamatory, indecent or otherwise unlawful; and
  • any acts or omissions of any users and/or hackers which may infringe the intellectual property rights of any third party.

(h) The Member agrees not to make any alterations to the Portal or the Services. The Member may not modify or copy the layout of the Portal or the Services; or any computer software and/or code contained in the Portal or the Services.

(i) The Member may find that the Portal or the Services are linked to other web sites. If the Member elects to connect through to any of these links, Strytex will bear no liability to the Member or any Employees nor endorse nor take any responsibility for the contents, graphics, data and/or any other information on the site to which an Employee transfers.

4.2 Authorised Employees and Passwords
(a) The Services may only be accessed by Authorised Employees. The Member is responsible and liable for any misuse of the Portal or the Services or breach of the terms of this Agreement by any of its Authorised Employees.

(b) Authorised Employees are authorised to use the Portal and Services in accordance with their specified access rights and provided they comply with the Portal Terms of Use. The Member must ensure that all Authorised Employees are aware of and comply with the Portal Terms of Use. The Member is responsible for all activity of Authorised Employees on the Portal and their use of the Services.

(c) Each Authorised Employee will have a unique confidential password to access the Portal and the Services.

(d) As access to the Portal and the Services by each Authorised Employee is password protected, the following are prohibited:

  • any disclosure to or use by any third party of the user name and passwords of an Authorised Employee;
  • access to the Portal or the Services being made available to third parties through the user name or passwords of an Authorised Employee on a network or through any other means,

(e) Unauthorised use of the Portal or the Services, including unauthorised entry into the Portal and the Services or misuse of user names and passwords is strictly prohibited. In this regard, the Member consents to Strytex monitoring, tracking and recording use of the Portal by all Employees.

5. OWNERSHIP OF INFORMATION
5.1 Any works, items, materials or information of whatever nature produced or developed by Strytex or under the direction of Strytex pursuant to or in the course of providing the Services shall remain the sole and complete property of Strytex, whether such property is tangible or is in the nature of Intellectual Property Rights.

5.2 Member Information remains the property of the Member but You grant Strytex a licence to use the Member Information for the purpose of providing the Services.

5.3 Materials remain the property of the person or legal entity that owns the Materials. Once Materials are loaded onto a Member Site the person or entity loading the materials grants to Strytex a non-exclusive, non-transferable and perpetual licence to use the Materials on the Portal and in the provision of the Services.

5.4 Copyright in any third party product that is evident with use of the Portal or the Services remains the property of the identified third party.

6. CONFIDENTIALITY
6.1 Neither of us may disclose any information to which the other party has access and which is reasonably regarded as being confidential to any third party or use it otherwise than:
(a) for the purposes of this Agreement;
(b) as authorised by the other party;
(c) for the sharing of compliance information between Linked Members;
(d) by way of disclosure to professional advisors who have agreed to keep the information confidential; or
(e) as required by law.

6.2 You must ensure that Your Employees, agents, consultants and contractors comply with this clause.

7. PRIVACY 
7.1 Use of the Portal and the Services by You and Your Employees is governed by the Strytex Privacy Policy.

7.2 You agree to obtain express consent from all Employees to store their Personal Information on the Member Site (including in Materials posted on the Member Site) and to share their Personal Information with your Linked Members over an indefinite period of time.

7.3 You acknowledge that Personal Information stored on Your Member Site or elsewhere on the Portal is governed by, and will be handled as specified in the Strytex Privacy Policy and in compliance with the Australian Privacy Laws.

8. LIABILITY AND INDEMNITY
8.1 Liability of Strytex
(a) Except as documented in this Agreement, to the extent permitted by law, all terms, warranties, undertakings, inducements and representations made by Strytex are excluded from this Agreement.

(b) Strytex will not be liable for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) in respect of the Services provided by Strytex. If, notwithstanding the other terms of this Agreement, Strytex is determined to have any liability to You or any third party for any loss, harm or damage, You agree that the aggregate liability of Strytex and its officers, directors, managers, employees, agents, contractors, service providers, licensors or suppliers shall in all cases be limited to a sum equivalent to the Access Fees for the month prior to the alleged loss event.

(c) The Member accepts that the Services provided by Strytex may rely on factors outside the control of Strytex that impact on Strytex’s ability to deliver. Strytex will use reasonable commercial endeavours to provide the Services in accordance with these Terms and Conditions, but will not be held liable by the Member where failure to deliver is beyond the reasonable control of Strytex.

(d) Strytex may from time to time, without notice to the Member, suspend access to, and/or prevent any Authorised Employees from having access to the Portal and/or the Services:

  • if in the reasonable opinion of Strytex, the continued access by the Member or any of their Authorised Employees to the Services potentially prejudices the security or integrity of the Services;
  • during any technical failure, modification or maintenance;
  • if the Member fails to comply with these Terms and Conditions relating to access to and the use of the Services; or
  • if the Member fails to pay any Fee.

8.2 The liability of Strytex for any breach of any condition or warranty implied pursuant to the Competition and Consumer Act 2010 (Cth) or equivalent State legislation is limited, at Strytex’s option, to supplying the Services for a month. The Member acknowledges that its use of Services is for business purposes only and that it does not and will not use Services as a “consumer” as that term is defined in the Competition and Consumer Act 2010 (Cth) or equivalent State legislation.

8.3 Liability of the Member
(a) You shall be solely responsible for any cost, expense, liability or claim made against You as a result (directly or indirectly) of or in connection with or arising out of use of the Portal and/or Services by the Member and/or Employees;
(b) You shall be solely responsible for any loss and damage suffered or incurred by any third party as a result (directly or indirectly) of or in connection with or arising out of the Portal and/or Services by the Member and/or Employees;
(c) The Member shall indemnify and keep indemnified Strytex against any cost, expense, liability or claim made against Strytex by any third party as a result (directly or indirectly) of or in connection with or arising out of use of the Portal and/or Services by the Member and/or its Employees.

9. WARRANTIES
9.1 Strytex warrants that:
(a) it owns and/or is duly licensed to use the Portal from which to supply the Services;
(b) to the best of Strytex’s knowledge no literary or other works employed or created by Strytex in the provision of the Services infringe any Intellectual Property Rights belonging to or benefiting any third party.

9.2 The Member warrants:
(a) that all Materials loaded on to or imported into the Member Site or any other part of the Portal by the Member is owned by, or licensed to the Member, for this purpose;
(b) that all Materials are to the best of the Member’s knowledge accurate and are not fraudulent;
(c) where Materials contain Personal Information the Member has obtained the express consent of the relevant person to disclose the Personal Information on the Member Site and to Linked Members.

10. TERMINATION
10.1 This Agreement shall only be terminated:
(a) by the Member cancelling their account via the Portal;
(b) if either Strytex or the Member fails to rectify any material breach of the Agreement within 30 days of the other serving a written notice requiring rectification of the breach;
(c) upon either Strytex or the Member entering into receivership, liquidation or any other form of insolvency administration; or
(d) by Strytex, where in Strytex’s reasonable opinion, the continued access by the Member or Employees to the Services potentially prejudices the security or integrity of the Services and/or Strytex.

10.2 In addition to the Agreement being terminated, except where terminated by the Member for material breach of the Agreement by Strytex, Strytex may:

(a) charge a reasonable sum for work performed in respect of work for which no sum has previously been charged;
(b) be regarded as discharged from any further obligations under this Agreement; and
(c) pursue any additional or alternative remedies provided by law.

10.3 When this Agreement is terminated, Member access will be immediately suspended and access to the Portal and Services removed.

11. DISPUTE MANAGEMENT PROCESS
11.1 If a dispute arises out of or relates to this Agreement, the party claiming that a dispute has arisen must give written notice to the other party to the dispute specifying the nature of the dispute, how the dispute arose and the solution it seeks to the dispute.

11.2 On receipt of the notice specified in clause 11.1, the parties must within 7 days of receipt of the notice take reasonable steps to confer and try to resolve the dispute.

12. NOTICES 
12.1 Notice will be sent to the contact address set out below, and will be deemed delivered as of the date of actual receipt to.

Strytex Pty Ltd – PO Box 383, North Balwyn, VIC 3014

12.2 To You: Your address as provided in Your Subscription account information for You. We may give electronic notices by general notice via the Service and may give electronic notices specific to You by email to Your e-mail address(es) on record in our account information for You or through the notifications centre of the Service. We may give notice to You by telephone calls to the telephone numbers on record in our account information for You. You must keep all of Your account information current.

13. FORCE MAJEURE
13.1 Strytex shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to, or contributed to by, any cause or event beyond Strytex’s reasonable control or contemplation (“Force Majeure“).

13.2 Strytex shall notify the Member as soon as practicably of any anticipated delay due to Force Majeure. The performance of Strytex’s obligations under this Agreement shall be suspended for the period of the delay due to Force Majeure.

13.3 If a delay due to Force Majeure exceeds 30 days, the Member may terminate this Agreement immediately on providing notice to Strytex. If the Member gives such notice to Strytex, Strytex shall refund moneys previously paid by the Member under this Agreement for which no services have been provided and the Member shall pay Strytex a reasonable sum in relation to services rendered or costs and expenses incurred prior to termination for which the Member has made no payment.

14. MARKETING
The Member agrees that Strytex may refer to the Member by business name and trademark, and may briefly describe the Member’s business in the Strytex’s marketing materials and website.

15. GENERAL PROVISIONS
15.1 This Agreement shall be construed in accordance with the laws of the State of Victoria Australia and the parties hereby submit to the non-exclusive jurisdiction of the courts in Victoria.

15.2 The rights and obligations of the parties in respect of agreements, indemnities, covenants and warranties contained in this Agreement shall remain in full force and effect, be continuing agreements, indemnities, covenants and warranties and not be merged or extinguished by or upon termination of, or completion of any obligations under, this Agreement.

15.3 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.

15.4 No failure or delay on the part of a party to exercise any right power or remedy operates as a waiver nor does any single or partial exercise of any such right power or remedy preclude any other further exercise of them or the exercise of any further exercise of them or the exercise of any other right power or remedy.

15.5 If any provision of this Agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable and shall otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity of enforceability of that provision in any other jurisdiction.

This page last updated 31st August 2017
© Strytex Pty Ltd 2017

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