General Terms and Conditions

1. Introduction

(June 2015 Edition)

  1. 1.1  This document comprises the General Terms and Conditions (General Terms) for the provision of Goods and Services and the Licensing of Software Products by Us to You. These General Terms and Conditions form part of Your Contract with Us.

  2. 1.2  Words used in these General Terms that are printed like this are defined in clause 15.

  3. 1.3  Reading directions included in this document are intended to help understand which parts of the Contract are beneficial for You to understand and do not form part of this Contract.

2. Binding Contract and Cooling Off

  1. 2.1  Unless we receive from You within the Cooling Off Period a notice in writing (Cooling Off Notice) indicating that you do not wish to proceed with the Sales Order, a legally binding Contract will automatically come into existence on the date of the original Sales Order notwithstanding that the Sales Order may be signed or verbally accepted at a later date by You. The Cooling Off Notice must be in writing and sent to Us in accordance with clause 14.17 clearly referring to the Sales Order number and stating in unconditional terms that You do not wish to proceed with the Sales Order.

  2. 2.2  You may choose to verbally agree to proceed with the Sales Order. We may for the purposes of future evidence make a recording of the Verbal Acceptance. You give Us full permission to make and keep such recording. If You are a company or a partnership, You agree that the person providing the Verbal Acceptance on Your behalf is duly authorised by You to provide the Verbal Acceptance and that You will be bound by the representations and statements made by that person.

  3. 2.3  You should carefully consider all documents comprising the Contract before the expiry of the Cooling Off Period and You should retain the copies for Your future reference.

3. Software License and SurebizTM Maintenance Services

The following terms and conditions shall apply to all Software licensed by Us to You (including Software licensed as part of providing access to the Online Services) and to the SurebizTM Maintenances Services to be provided by Us.

3.1 License

  1. (a)  We grant to You a non-exclusive, non-transferable license for the License Term to use:

    1. (i)  the Documentation; and

    2. (ii)  the Software;

    for the purpose of operational use, back up and training.

  2. (b)  You may make a back-up copy of the Software for security purposes. Apart from the foregoing, Your right to reproduce or adapt the Software is limited to the extent expressly permitted by sections 47B(3), 47C, 47D, 47E and 47F of the Copyright Act 1968 (Cth).

  3. (c)  Each License is for use for the management of a single business location only. Each License for the Shortcuts Point of SaleTM Software installed at your location is for a single computer system only. Each License for the Shortcuts LiveTM Software accessed through the Online Services may be operated from any computer system or device. You cannot use the Software for the purposes of managing more than one business location at the same time.

Shortcuts Software Australia Pty Ltd ABN 57 082 814 800 Phone: 1300 66 73 74 Fax: 07 3831 7844 www.shortcuts.com.au

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3.2 Term of License

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Unless otherwise terminate in accordance with the termination provisions in clause 14.14, the License shall operate for the Initial Term and then automatically renew for a further Renewal Term at the expiration of the Initial Term and at the expiration of each Renewal Term unless You have given Us written notice of termination at least thirty (30) days prior to the expiry of the current Initial Term or Renewal Term (as applicable).

3.3 License Fees

  1. (a)  For any recurring fees that are payable (whether they be for the License, SurebizTM Maintenance

    Services or for access to the Online Services), You must enter into a Monthly Deduction Authority.

  2. (b)  You acknowledge that We may vary the amount of fees payable by You under the Contract from time to time to reflect changes in Our prevailing recommended retail prices, upon giving thirty days’ notice to You.

Reading Directions:

If you have purchased the License through an Upfront License Fee (Outright purchase model), please read clause 3.4. If you have subscribed for the License through Rental License Fees (Rental model), please read clause 3.5.
If you have subscribed for the License through mybooker
TM please read clause 3.6.
Generally applicable terms and conditions continue with clause 4.

(i) (ii)

(iii)

any Updates and Upgrades developed by Us; and

Unlimited Help Desk Services during Our normal business hours subject to Our Fair Use Policy as described under clause 4.3;

Help Desk Services relating to issues critical to the running of Your business outside of normal business hours (currently 24 hour by 7 days a week support) subject to Our Fair Use Policy as described under clause 4.3.

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  1. 3.4  Outright Purchase Fees and SurebizTM Maintenance Services
    The following terms and conditions are applicable to Your Contract with Us if You have purchased the License

    through the payment of an Upfront License Fee.

    1. (a)  You must pay to Us the Upfront License Fee on or before the date on which the Software is supplied to You and the Maintenance Fee for the Maintenance Initial Term and for any commenced Maintenance Renewal Term (even if the SurebizTM Maintenance Services are terminated before the expiration of the Maintenance Initial Term or before the expiration of any commenced Maintenance Renewal Term); or

    2. (b)  In consideration of the payment of the Maintenance Fee We will provide the SurebizTM Maintenance Services to You for the Maintenance Initial Term and any Maintenance Renewal Term (Maintenance Term). The SurebizTM Maintenance Services includes:

      1. (i)  any Updates and Upgrades developed by Us; and

      2. (ii)  Unlimited Help Desk Services during Our normal business hours subject to Our Fair Use Policy as described under clause 4.3;

      3. (iii)  Help Desk Services relating to issues critical to the running of Your business outside of normal business hours (currently 24 hour by 7 days a week support) subject to Our Fair Use Policy as described under clause 4.3.

    3. (c)  The Maintenance Term will automatically renew for a further Maintenance Renewal Term at the expiration of the Maintenance Initial Term and at the expiration of each Maintenance Renewal Term unless You have given Us written notice of termination at least thirty (30) days prior to the expiry of the current Maintenance Initial Term or Maintenance Renewal Term (as applicable).

    4. (d)  If You terminate the SurebizTM Maintenance Services in accordance with clause 3.4(c), and at a later date You wish to re-subscribe, then You must pay to Us:

      1. (i)  the Maintenance Fee for the Maintenance Initial Term from the date You give written notice to Us that You wish to re-subscribe to the SurebizTM Maintenance Services and for any commenced Maintenance Renewal Term (even if the SurebizTM Maintenance Services are terminated before the expiration of the Maintenance Initial Term or before the expiration of any commenced Maintenance Renewal Term).

      2. (ii)  the Resubscriber Maintenance Surcharge for the first twelve (12) months from the date You give written notice to Us that You wish to re-subscribe to the SurebizTM Maintenance Services.

  2. 3.5  Rental Fees and SurebizTM Maintenance Services
    The following terms and conditions are applicable to Your Contract with Us if You have subscribed for the

    License through the payment of Rental License Fees.

    1. (a)  You must pay to Us the Rental License Fee for the Initial Term and for any commenced Renewal Term (even if the License or Contract is terminated (by You or by Us) before the expiration of the Initial Term or before the expiration of any commenced Renewal Term).

    2. (b)  In consideration of the payment of the Rental License Fee We will provide the SurebizTM Maintenance Services to You for the term of this Contract. The SurebizTM Maintenance Services includes:

(c) The SurebizTM Maintenance Services cannot be terminated other than by termination of the Contract pursuant to clause 14.14.

(i) (ii)

(iii)

any Updates and Upgrades developed by Us; and

Help Desk Services during Our normal business hours subject to the payment of Help Desk Service Fees as described under clause 3.6(d);

Help Desk Services relating to issues critical to the running of Your business outside of normal business hours (currently 24 hour by 7 days a week support) subject to the payment of Help Desk Service Fees as described under clause 3.6(d).

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3.6 MybookerTM Fees and SurebizTM Maintenance Services
The following terms and conditions are applicable to Your Contract with Us if You are using the Software under

the mybookerTM Licence:

  1. (a)  Where You have subscribed for Online Booking through the Online Services You must pay to Us the Online Booking Fee for each Online Booking made through the Online Services. We will calculate the total Online Booking Fees payable in each calendar month and direct debit Your account the total within 14 days of the end of each respective calendar month.

  2. (b)  Where You have not subscribed for Online Booking through the Online Services You must pay to Us the Maintenance Fee for the Initial Term and for any commenced Renewal Term (even if the Contract is terminated before the expiration of the Initial Term or before the expiration of any commenced Renewal Term).

  3. (c)  In consideration of the payment of the Online Booking Fee or Maintenance Fee We will provide the SurebizTM Maintenance Services to You for term of this Contract. The SurebizTM Maintenance Services includes:

  1. (d)  In consideration of the payment of each Help Desk Service Fee We will provide Help Desk Services for a single inquiry, provided that such inquiry may be resolved within 20 minutes. Additional charges may apply where inquiries require more than 20 minutes to resolve. We will calculate the total Help Desk Services Fees payable within each calendar month and direct debit Your account the total within 14 days of the end of the respective calendar month.

  2. (e)  The SurebizTM Maintenance Services cannot be terminated other than by termination of the Contract pursuant to clause 14.14.

4. SurebizTM Maintenance Services General Terms

  1. 4.1  It is Your responsibility to ensure the operating system of any computer systems hosting or accessing Our Software subject to SurebizTM Maintenance Services is kept up to date with service packs & patches, and is free of viruses, spyware or other disabling feature.

  2. 4.2  We reserve the right to change the level of SurebizTM Maintenance Services provided from time to time, provided that such SurebizTM Maintenance Services continue to include timely Updates to correct defects and periodic Upgrades to enhance the Software.

4.3 Help Desk Services Fair Use Policy

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The SurebizTM Maintenance Services include reasonable Help Desk Services during Our normal business hours; however, Our Fair Use Policy does not permit excessive or unreasonable use of the Help Desk Services. The Fair Use Policy does not apply where a Help Desk Service Fee is payable. Where Your Help Desk Services are subject to the Fair Use Policy, the Help Desk Services do not cover:

  1. (a)  incidents that arise relating to difficulties with hardware, operating systems or third party products;

  2. (b)  incidents that arise because a user has not received training for the Software, or issues because of an error or negligence on Your part;

  3. (c)  any consulting services required to assist You in installing any Update or Upgrade provided to You; or

  4. (d)  any consulting services required to re-install the Software due to hardware failure or change of hardware.

Whilst support services relating to the above may be provided by Us to You, We will in Our discretion, from time to time, be entitled to charge You an additional price in respect of such support (as agreed in writing between Us and You).

5. Online Services Terms and Conditions

The following terms and conditions form part of the Contract where We agree to provide access to the Online Services to You pursuant to the Contract, by way of subscription.

Reading Directions:

Access to Online Services is required for the following products and services as of time that these General Terms and Conditions were last published: Shortcuts SMART SystemTM; BookMETM; Self Check-In; Set & Forget marketingTM; GiftMETM; Shortcuts SpotlightTM; Shortcuts ScorecardTM; MylocalsalonTM Site Directory; Shortcuts Loyalty; Shortcuts Memberships; BookingHUBTM; Shortcuts Anywhere; Global Marketing, Global Reporting and mySALONapp;

Access to Online Services may also be required for additional products and services not listed above that may be released at a later time or may later incorporate access to the Online Services.

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  1. 5.1  Access to Online Services

    1. (a)  We hereby grant to You access to use the Online Services for the purpose of operational use and

      training.

    2. (b)  The term of the Contract in relation to access to the Online Services and in relation to the payment by You of the fees set out in clause 5.2 shall operate until terminated in accordance with clause 14.14.

    3. (c)  We reserve the right to cancel or suspend Your access to the Online Services if You:

      1. (i)  fail to make any payment of any Service Subscription Fee or other fee payable for Software operated in connection with the Online Services; or

      2. (ii)  fail to maintain current membership of SurebizTM Maintenance Services related to a licensed copy of the Shortcuts Point of SaleTM product; or

      3. (iii)  otherwise fail to comply with any term and condition of the Contract.

    4. (d)  We will give You notice of the breach specified in 5.1(b) above, and, if You are unable to cure the breach within thirty (30) days after such notice, then We shall have the right to cancel or suspend Your access to the Online Services, by email. This is in addition to any other right We may have in relation to the breach.

    5. (e)  Products accessed through the Online Services may be dependent upon licensing of Software provided by Us or subscription to other products accessed through the Online Services. Operation of products accessed through the Online Services is conditional on:

      1. (i)  Your purchase or subscription of appropriate supporting Software and products;

      2. (ii)  Your operation of the supporting Software and products as directed by Us from time to time including the installation of any required Updates or Upgrades.

      You acknowledge and agree that We cannot guarantee the operation of any product accessed through the Online Services where You do not meet the above conditions.

    6. (f)  You must provide Us with the information We request of You to ensure accurate configuration of Your access to the Online Services.

  2. 5.2  Online Services Fees

    1. (a)  You must pay to Us the Service Setup Fee once only and the Service Subscription Fee for the Initial Term and for any commenced Renewal Term (even if access to the Online Services is terminated (by You or by Us) before the expiration of the Initial Term or before the expiration of any commenced Renewal Term).

    2. (b)  All fees are payable from the original date of the Sales Order regardless of whether You have commenced accessing the Online Services or not.

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  1. 5.3  Online Services Updates and Upgrades

    We reserve the right to Update or Upgrade the Online Services at any time without notice. All rights declared within the Contract (including all Intellectual Property Rights) also apply to any future Updates or Upgrades to the Online Services.

  2. 5.4  Online Services Content

    1. (a)  You must not remove, obscure, or alter Our copyright notice, trade marks, or other proprietary rights

      notices affixed to or contained within or accessed in conjunction with or through the Online Services.

    2. (b)  We reserve the right to use any information generated through the Online Services in future product offerings or services. We will abide by any applicable Australian and International privacy laws in relation to the use of any such information.

    3. (c)  You acknowledge that We do not and cannot review the content of any electronic or print communication created by You and We are not responsible for such content. We reserve the right to delete, move or edit any content (including content posted in any future chat room or blog areas we create) that comes to Our attention that We determine in Our sole discretion, to violate these General Terms, any Australian Privacy Act, or is otherwise deemed unacceptable by Us.

  3. 5.5  Online Services Passwords

    We encrypt all passwords used in conjunction with the Online Services. You are responsible for maintaining the security of Your password. We are not liable for any damage that arises due to Your negligence in securing Your password.

Reading Directions:

to the BackMEupTM product, please read clause 6.
to the Set And Forget Marketing
TM product, clause 7.
to the Online Booking through the Online Services, please read clause 8. to the Shortcuts Scorecard
TM product, please read clause 9.
to the Shortcuts Spotlight
TM product, please read clause 10.
to the GiftME
TM product, please read clause 11.

If you have subscribed
If you have subscribed
If you have subscribed
If you have subscribed
If you have subscribed
If you have subscribed
Generally applicable terms and conditions continue with clause 12.

6. BackMEupTM Additional Terms and Conditions
The following terms and conditions are applicable to Your Contract with Us if You have subscribed for the

BackMEupTM product:

  1. 6.1  BackMEupTM Service

  2. 6.2  We will configure a service whereby the Shortcuts Point of SaleTM database (Information including sales, clients, configuration, and other related information) shall automatically be backed up to a secure location up to 3 times a day, depending on trading hours. This backup shall only contain the information in the Shortcuts Point of SaleTM database and not any marketing letters, custom reports, attachments or other files on Your computer system.

  3. 6.3  BackMEupTM Email Notifications

    1. (a)  We will configure the service to send an email notification to Your nominated email address when successful backups have been completed. These email notifications are critical to ensure that You are aware of the status of the BackMEupTM service.

    2. (b)  You must maintain a valid configured email address to be used for any notices to You regarding the status of the BackMEupTM service. We may assist You with obtaining and setting up an email address for a nominal fee.

6.4 Internet Service

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  1. (a)  You must maintain an internet service with a third party internet service provider that provides You with a minimum of 1 GB of uploaded data per month for the BackMEupTM service in addition to Your regular usage.

  2. (b)  You are responsible for monitoring the total monthly download/upload. You may need to liaise with Your internet service provider.

  3. (c)  You are responsible for any charges related to the internet service including charges for excess usage.

  1. 6.5  BackMEupTM Configuration

    1. (a)  You are responsible for ensuring that the BackMEupTM service is reconfigured correctly to take into account any changes to Your email address, email password or internet service provider. Shortcuts Help Desk Services are available at no charge to You to assist You to reconfigure the BackMEupTM service.

    2. (b)  A user account with administrative privileges shall be created by Us for sole use by the BackMEupTM service. It is Your responsibility to make sure this account is not altered or adjusted in any way.

    3. (c)  We will require Your email username and password to setup Your email notification. In some cases We may not be able to setup BackMEupTM without this information. Please make sure You have Your email username and password handy on the day of installation.

  2. 6.6  BackMEupTM Monitoring

    1. (a)  You are responsible for monitoring the status of the BackMEupTM service and confirming that successful backups are occurring through email notifications received under clause 6.3. Shortcuts Help Desk Services are available at no charge to You to assist You if You believe for any reason that data is not being successfully backed up through the BackMEupTM service.

    2. (b)  We are not responsible for unsuccessful backups due to You failing to meet any of the above responsibilities.

  3. 6.7  Onsite Backup
    You must ensure to continue to back up Your data daily to a USB device or equivalent. This service is not

    designed as a replacement for this backup process.

  4. 6.8  Data Restoration

    We will provide assistance to You to restore backed up data and re-configure the BackMEupTM service in the event of failure of the computer system hosting Your Shortcuts Point of SaleTM database. We will perform the work described under this clause at no additional cost to You up to two (2) times per calendar year. Additional work shall be charged at the prevailing time and material rates.

7. Set & Forget MarketingTM Additional Terms and Conditions
The following terms and conditions are applicable to Your Contract with Us if You have subscribed for the Set

& Forget MarketingTM product:
7.1
Set & Forget MarketingTM Service

We will provide a service whereby information in the Shortcuts Point of SaleTM product may be used for the purposes of online marketing by You. This service is provided by Us in partnership with a third party partner of Our choice (Our Third Party Partner) and provides marketing tools, information, information management and storage and support. You can create and send email campaigns using the tools to distribute content supplied by the user to email addresses contained within the Shortcuts Point of SaleTM product.

7.2 Set & Forget MarketingTM Content

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You acknowledge that Our Third Party Partner and We do not create any content other than the pre-written promotional copy content and generic HTML templates and that Our Third Party Partner and We are not the author or the publisher of any user campaigns. Our Third Party Partner and We do not and cannot review the content of email, SMS or print communication created by users neither Our Third Party Partner or Us are responsible for such content. We reserve the right to delete, move or edit any content (including content posted in any future chat room or blog areas we create) that comes to the attention of Our Third Party Partner or Us and that We or Our Third Party Partner determine in Our sole discretion, to violate these General Terms, any Australian Privacy Act, or is otherwise deemed unacceptable by Us.

  1. 7.3  Website Set & Forget MarketingTM Terms and Conditions of Use

    In addition to the General Terms, use of Set & Forget MarketingTM is also governed by additional terms and conditions available at /setandforget/terms (Website Set & Forget MarketingTM Terms and Conditions of Use) as they exist or are varied from time to time with any changes automatically included regardless of whether they have been viewed or reviewed by You.

    1. (a)  We shall endeavour to notify You of any changes to the Website Set & Forget MarketingTM Terms and Conditions of Use through the Set & Forget MarketingTM service logon page or by another method that We consider appropriate.

    2. (b)  You must provide written notice to Us if at any time You do not agree with any changes to the Website Set & Forget MarketingTM Terms and Conditions of Use. Such notice must indicate which changes to the Website Set & Forget MarketingTM Terms and Conditions of Use are unacceptable. We may then at Our option:

      1. (i)  vary the Website Set & Forget MarketingTM Terms and Conditions of Use for all users of the Set & Forget MarketingTM service; or

      2. (ii)  provide an amendment to the Website Set & Forget MarketingTM Terms and Conditions of Use that shall apply only to You;

      You may terminate the Contract if We and You are unable to come to an agreement regarding the changes to the Website Set & Forget MarketingTM Terms and Conditions of Use within (30) days after the original notice.

  2. 7.4  Additional Obligations for Customers using the Included Advertising Option

    If You have subscribed for Our the Set & Forget MarketingTM product with an option that provides for the inclusion by Us of advertising in broadcasted emails as a means of supporting the Set & Forget MarketingTM product, then We reserve the right to terminate Your Set & Forget MarketingTM License, twelve (12) months after the commencement of this Contract where You have not satisfied the above terms and conditions or where You have not sent at least one (1) campaign in the previous two (2) calendar months.

8. Online Booking Additional Terms and Conditions

The following terms and conditions are applicable to Your Contract with Us if You have subscribed for Online Bookings through the Online Services, including but not limited to Our BookMETM, Site Directory and Mobile Application products:

  1. 8.1  Online Booking Service

    We will provide a service whereby the Shortcuts Point of SaleTM will be linked to an online service where Your clients may book appointments with You without requiring the intervention of Your employees. Your employees may later confirm or reject the appointments through the Shortcuts Point of SaleTM.

  2. 8.2  Online Booking Content
    We reserve the right to place advertising on any page that makes up the BookMETM or Site Directory services.

8.3 Online Booking Fees

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In addition to any other fees for access to the Online Services:

  1. (a)  You must pay to Us the Online Booking Fee for each Online Booking made through the Online Services in excess of any Online Bookings covered by your Service Subscription Fee.

  2. (b)  We will calculate the total Online Booking Fees payable in each calendar month and direct debit Your account the total within 14 days of the end of each respective calendar month.

  1. 8.4  Additional Obligations for mybookerTM Customers
    The following terms and conditions are applicable to Your Contract with Us if You have subscribed for Online

    Bookings through the Online Services in connection with a mybookerTM License.

    1. (a)  You must maintain Your subscription for Online Bookings for a minimum Initial Term and ensure that at least 75% of Your appointment book employees and opening hours is available for use with Online Bookings at all times;

    2. (b)  At any time six (6) months after the commencement of this Contract where You are not receiving at least ten (10) Online Bookings in each calendar month, we will provide You with notice imposing a new minimum total Online Booking Fee payable equivalent to ten (10) Online Bookings in each calendar month. Upon receipt of this notice, You may terminate the Contract by providing Us with written notice within (30) days after the original notice; otherwise the new minimum total Online Booking Fee shall apply.

  2. 8.5  Website BookMETM Terms and Conditions of Use

    In addition to the General Terms, use of BookMETM is also governed by the additional terms and conditions available at /bookme/terms (Website BookMETM Terms and Conditions of Use) as they exist or are varied from time to time with any changes automatically included regardless of whether they have been viewed or reviewed by You.

    1. (a)  We will endeavour to notify You of any changes to the Website BookMETM Terms and Conditions of Use through the BookMETM service logon page or by another method that We consider appropriate.

    2. (b)  You must provide written notice to Us if at any time You do not agree with any changes to the Website BookMETM Terms and Conditions of Use. Such notice must indicate which changes to the Website BookMETM Terms and Conditions of Use are unacceptable. We may then at Our option:

      1. (i)  vary the Website BookMETM Terms and Conditions of Use for all users of the BookMETM service; or

      2. (ii)  provide an amendment to the Website BookMETM Terms and Conditions of Use that shall apply only to You.

      You may terminate the Contract if We and You are unable to come to an agreement regarding the changes to the Terms and Conditions of Use within (30) days after the original notice.

9. Shortcuts ScorecardTM Additional Terms and Conditions
The following terms and conditions are applicable to Your Contract with Us if You have subscribed for Our

Shortcuts ScorecardTM product:

  1. 9.1  Shortcuts ScorecardTM Service

    We will provide a service whereby the Shortcuts Point of SaleTM will be linked to the Online Services and key performance indicators will be calculated and reported to you through the Online Services online web console.

  2. 9.2  Shortcuts ScorecardTM Content

    Whilst We make all reasonable efforts to ensure the integrity of the data reported through Shortcuts ScorecardTM, You acknowledge that the accuracy of the reported data is dependent on the data provided by linked Shortcuts Point of SalesTM and that no warranties are provided by Us in this regard.

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10. Shortcuts SpotlightTM Terms and Conditions
The following terms and conditions are applicable to Your Contract with Us if You have subscribed for Our

Shortcuts SpotlightTM product:

  1. 10.1  Shortcuts SpotlightTM Service

    We will provide a service whereby the Shortcuts Point of SaleTM will be linked to the Online Services and automatically contact your customers for the purposes of allowing your customers to review and rate your business. Management of the customer reviews and ratings is available through the Online Services online web console.

  2. 10.2  Shortcuts SpotlightTM Content

    You acknowledge that We are not the author or the publisher of any customer ratings or reviews. We do not and cannot review the content of customer ratings and reviews and We are not responsible for such content. You are responsible for reviewing and monitoring customer reviews and ratings through the Online Services online web console. We reserve the right to delete, move or edit any content that comes to Our attention and that We determine in Our sole discretion, to violate these General Terms, any Australian Privacy Act, or is otherwise deemed unacceptable by Us.

11. GiftMETM Additional Terms and Conditions
The following terms and conditions are applicable to Your Contract with Us if You have subscribed for Our

GiftMETM product:

  1. 11.1  GiftMETM Service

    We will provide a service whereby the Shortcuts Point of SaleTM will be linked to the Online Services to enable gift cards to be activated and redeemed through the Shortcuts Point of SaleTM and shared across nominated point of sale locations.

  2. 11.2  GiftMETM Settlement and Reconciliation

    1. (a)  You are responsible for collection and settlement of all funds relating to the sale of a gift card and any sale related processing costs, such as any credit card charges or bank service charges, where applicable.

    2. (b)  You accept responsibility to provide any policies for decrementing unredeemed and expired gift cards to account for service charges or other fees that may be allowed to be claimed and to ensure that these policies will comply with any applicable Australian and International laws in relation to the same.

  3. 11.3  GiftMETM Fees

    In addition to any other fees for access to the Online Services:

    1. (a)  You must pay to Us the Gift Card Activation Fee for each gift card activated through the GiftMETM product.

    2. (b)  If You have elected to allow gift card top-ups in the Sales Order, You must pay to Us the Gift Card Transaction Fee for each gift card in a transaction where additional funds are added to the balance of the gift card through the GiftMETM product.

    3. (c)  You must pay to Us the Gift Card Manual Processing Fee for each telephone request to Help Desk Services where the request is made on the priority line for the manual adjustment of the balance of a gift card by Us.

    4. (d)  We will calculate the total Gift Card Activation Fees Gift, Card Transaction Fees and Gift Card Manual Processing Fees payable in each calendar month and direct debit Your account the total within 14 days of the end of each respective calendar month.

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12. Hardware Waiver

  1. 12.1  We can provide You with a fully integrated solution to run Your salon management software by providing you with the latest model Lenovo PC (or such other model as notified by Us), with a choice of a quality monitor and peripherals. By buying a complete software and hardware package from Us, We can ensure that all components work successfully together and are supported as a complete technology solution.

  2. 12.2  The Software requires certain components of the Windows operating system to be fully functional. The operating system usually comes preloaded on Your computer. If You are supplying Your own computer, it is Your responsibility to:

    1. (a)  ensure that all components are working correctly;

    2. (b)  ensure that Your hardware meets Our minimum required specifications to run the Software.

    3. (c)  ensure that the professional, business or equivalent edition of the Windows operating system is installed (Not home or personal editions).

  3. 12.3  You acknowledge and agree that We are unable to provide You with any assistance or technical support in the setting up or servicing of Your own hardware. Should a problem arise with the operation of the Software and it is found to be caused by a problem with Your hardware or operating system, You further acknowledge that:

    1. (a)  We have the right to charge You for any time We have spent trying to rectify the issue at an hourly rate of $120.00 per hour;

    2. (b)  We may deduct time spent waiting for hardware to be ready from Your training hours if hardware is not ready when training is due to commence. If scheduled training cannot be done on the day and another time for training needs to be rescheduled, a minimum of 2 hours including any travel time will be deducted from Your training hours;

    3. (c)  We have the right to charge You a call-out fee of $45 and an hourly rate of $120 plus travel and accommodation (if applicable) where a technician must come out to Your location.

13. Education Waiver

  1. 13.1  The following services will be offered for purchase by You as part of the service offering to You:

    1. (a)  software configuration;

    2. (b)  on-site hardware installation; and

    3. (c)  on-site and/or web-based training

    (collectively, Configuration, Installation and Training Services).

  2. 13.2  If You agree to purchase the Configuration, Installation and Training Services from Us, this will be noted on the Sales Order.

  3. 13.3  Our experience has shown that problems are most likely to occur when configuration, on-site installation and training are not carried out by Our professional team. Where You do not agree to purchase the Configuration, Installation and Training Services, You hereby acknowledge and agree with Us that the Help Desk Services is not for training purposes and We will not be obliged to provide any services to You of the Configuration, Installation and Training kind without payment of an additional fee by You.

14. Miscellaneous Terms and Conditions
The following provisions apply to all Contracts regardless of whether the Contract is for the grant of a License

of Software Products, access to the Online Services or the sale of goods. 14.1 Entire Agreement

The Contract represents the entire understanding between the parties hereto with respect to the matters contained herein and, except as otherwise provided in the Contract, it may be amended only by an instrument in writing signed by both parties hereto.

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  1. 14.2  Governing Law
    The Contract is governed by the laws of Queensland and the Commonwealth of Australia. You agree to

    irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland.

  2. 14.3  Illegality and Unenforceability

    Where any provision of the Contract is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in the Contract and the parties must attempt to replace that severed part with a legally acceptable alternative clause that meets the parties' commercial objectives.

  3. 14.4  Amendment
    No amendment to the Contract has any force unless it is in writing and signed by You and Us.

  4. 14.5  Force Majeure

    Notwithstanding any other provision of the Contract, neither You or Us shall be liable to each other for any failure, inability to perform, or delay in performance hereunder, if such failure, inability, or delay be due to acts of God, war, civil commotion, governmental action, fire, explosions, strikes, other industrial disturbances, equipment malfunction that is beyond its reasonable control, or any other cause that is beyond its reasonable control.

  5. 14.6  Intellectual Property

    1. (a)  You acknowledge that all the Intellectual Property Rights in all Materials and the Online Services

      belong to Us.

    2. (b)  You must not do, or permit any act which infringes the Intellectual Property Rights in any Materials or the Online Services provided or licensed to You.

    3. (c)  The Materials or any part of the Online Services must not be copied under any circumstances, except as expressly authorised by the Contract.

    4. (d)  You must not reverse engineer, decompile, disassemble or modify the Materials nor attempt in any manner to obtain the source code to any Software forming part of the Materials.

    5. (e)  You must not allow the Materials to be combined with or incorporated into other software.

    6. (f)  You must indemnify Us fully against all liabilities, damages, costs, debts, claims and expenses which We may incur or suffer to a third party as a result of the Your breach of this clause 14.6.

  6. 14.7  Third Party Licenses

    You are responsible for reading and complying with the licensing agreements of any third party software used in relation to the Software. This includes the Windows licensing agreement and licensing agreements for any other software provided to You.

  7. 14.8  Confidential Information You agree that You will not:

    1. (a)  disclose any of the Confidential Information to any other party without Our prior written consent unless You must disclose such information pursuant to an order of a court; or

    2. (b)  use any or all of the Confidential Information for any purpose other than that specified by Us.

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  1. 14.9  Liability
    Our liability for breach of any term of this Contract, whether implied or otherwise, will be limited, at Our option,

    to any one or more of the following:

    1. (a)  the replacement of goods or services to which the breach relates or the supply of equivalent goods or services;

    2. (b)  the repair of such goods (if applicable);

    3. (c)  the payment of the cost of replacing the goods or of acquiring equivalent goods; or

    4. (d)  the payment of the cost of having the goods repaired or the services supplied again (as applicable).

    In no case will the total amount expended on any, or all, of the above exceed the total Monthly Fees, paid by You over the previous six (6) months less any rebates provided by Us to You.

    For greater certainty WE WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS CONTRACT OR IN ANY WAY RELATED TO THE SERVICES OR CONSULTING SERVICES, INCLUDING LOSS OF REVENUE, PROFITS OR DATA (INCLUDING DUE TO A VIRUS OR OTHERWISE), FAILURE TO REALIZE EXPECTED SAVINGS, OR CLAIMS AGAINST YOU BY ANY THIRD PARTY, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THESE LIMITATIONS WILL APPLY REGARDLESS OF HOW THE CLAIM ARISES, INCLUDING FOR BREACH OF CONTRACT OR NEGLIGENCE. WE WILL ALSO NOT BE RESPONSIBLE FOR ANY FAILURE TO PERFORM DUE TO ANY EVENTS BEYOND OUR CONTROL (INCLUDING FAILURES OF THE INTERNET).

  2. 14.10  Limited Warranty

    Any Software and/or related services to be provided, as applicable, shall substantially conform to all written specifications applicable thereto, including but not limited to performing the functions described in the Documentation as updated from time to time. Any Software and/or related services will not contain any viruses and services will be completed in a professional and workmanlike manner in accordance with industry standards. The service level for the Software will be available 24/7 and have a reasonable uptime.

  3. 14.11  No Representations

    You acknowledge that the Materials cannot be guaranteed error free and You acknowledge that the existence of any such errors shall not be a breach of the Contract once corrected in accordance with the warranty. You acknowledge that You have exercised Your independent judgment in acquiring the Software and agreeing to subscribe for access to the Online Services or products from Us and You have not relied on any representation made by Us or any of our agents or representatives which has not been stated expressly in the Contract, exhibits and documents referenced in such Contract and exhibits. You further acknowledge and agree that You have not relied upon any descriptions or illustrations or specifications contained in any document (other than the Contract) including catalogues or promotional material produced or provided by Us and no warranty or representation, express or implied, is given by Us in relation to any such descriptions, illustrations or specifications contained in any document (other than the Contract), catalogues or promotional material.

    EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, WE DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY AND CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, SUPPLIER DOES NOT WARRANT THAT THE SERVICES OR TRAINING WILL MEET ALL OF CUSTOMER’S REQUIREMENTS, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. WE ALSO MAKES NO WARRANTIES REGARDING THE THIRD PARTY COMPONENTS. THE PARTIES AGREE THAT IT IS YOUR RESPONSIBILITY TO DETERMINE IF THE SERVICES ARE SUITABLE FOR CUSTOMER’S REQUIREMENTS.

14.12 Privacy

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  1. (a)  We shall ensure that, in the performance of Our obligations under the Contract, We will at all times comply with the Privacy Act 1988 (as amended) and specifically, but without limitation, the Privacy Amendment (Private Sector) Act 2000 and any other privacy law or regulation as shall be applicable to the Contract or information collected or stored as a result of the implementation of use of the Online Services

  2. (b)  You acknowledge that the use of the Online Services will create a data base comprising records of Your customers. The data base records stored on Your behalf shall remain Your property. Access of these data base records may only be performed through the Online Services. You agree to pay to Us an administrative fee (calculated based on Our prevailing hourly rates for the time taken by Us) if You want Us to provide You with a report or listing of the database or to purge records for You.

  3. (c)  We will not disclose or grant access to any data base records held on Your behalf to any third party except as may be required for the benefit of and as approved in writing by You or in the performance of Our obligations under the Contract or otherwise as directed in writing by You or as ordered by a court of competent jurisdiction or Government Authority.

  4. (d)  You acknowledge and agree that We may aggregate data base records held on Your behalf into a separate data base of information, which shall be Our property. Such aggregation of data base records shall remove any information that may personally identify You or Your clients.

14.13 Breach and Software and Services Cessation

  1. (a)  You acknowledge and agree with Us that any failure by You to make a payment to Us pursuant to the terms of the Contract, or any other agreement to which You may be party with Us, within the time required, shall amount to a fundamental breach of the Contract. In such an event, We may, in Our discretion, send a written notice to You terminating the Contract.

  2. (b)  We may at any time after You fail to pay any fee or other moneys payable to Us under the Contract (in each case, a Payment Default) give notice to You that the continued use and operation of the Software products and access to the Online Services provided by Us to You pursuant to the Contract shall immediately cease on and from the date which is 60 days from the date of the first Payment Default (Software and Services Cessation).

  3. (c)  We shall be entitled, without the requirement of any further notice to You, unless You pay to Us the amount of all unpaid fees including interest accrued thereon pursuant to the terms of this Contract (collectively, Outstanding Amounts), to implement such procedures and steps as are necessary to enforce a Software and Services Cessation and prevent any further operation of the Software and the Online Services.

  4. (d)  In no event will We, Our officers, directors, employees, agents, suppliers, successors, assigns or affiliates be liable to You or to any third party for any indirect, special, punitive, incidental or consequential damages or loss of any kind, or any other damages whatsoever (including, without limitation, damages for loss of business, loss of profits, or the like) as a result of or in connection with Software and Services Cessation, whether such loss or damage is based on breach of contract, tort (including negligence), product liability or otherwise, even if We or Our representatives have been advised of the possibility of such damages and on any theory of liability.

  5. (e)  Nothing in clauses 14.13(b) and 14.13(c) shall prevent Us from exercising any other rights and powers that We may have against You in relation to the Outstanding Amounts and for breach of this Contract. The Outstanding Amounts will continue to accrue interest until paid for in full.

  6. (f)  Upon termination of the Contract by Us for any reason, any other license agreements and other agreements which You and We may have entered into and which do not currently form part of the Contract may be terminated by Us by written notice to the You.

  7. (g)  Irrespective as to whether We elect to terminate the Contract, or any other agreement to which You may be party with Us, We shall, in the event of breach of the Contract by You, be entitled to recover from You any unpaid monies and/or damages for breach.

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  1. 14.14  Termination

    1. (a)  The Contract may be terminated by Us in the following circumstances:

      1. (i)  if You are in breach of any term of the Contract, and such breach is not remedied within thirty (30) days of written notice of the breach;

      2. (ii)  if You, being a corporation, become the subject of Insolvency Proceedings;

      3. (iii)  if You, being a firm or partnership, are dissolved; or

      4. (iv)  if You destroy the Materials for any reason.

    2. (b)  The Contract may be terminated by You, provided that:

      1. (i)  You have given Us at least thirty (30) days prior written notice of termination;

      2. (ii)  such notice must be in writing and may only be given after the expiry of the Initial Term; and

      3. (iii)  You pay the balance of fees due for the balance of the Initial Term and any commenced Renewal Term as if the Contract had not been terminated.

      For the avoidance of doubt, You may not verbally terminate the Contract.

  2. 14.15  Consequences of Termination

    1. (a)  Upon termination, You must, within 14 days, destroy any remaining copies of the Software, Documentation and Confidential Information or otherwise return or dispose of such material as directed by Us.

    2. (b)  Termination shall not affect any rights or remedies which We may have otherwise under the Contract or at law.

    3. (c)  Clauses 14.6, 14.7, 14.8, 14.10, 14.11and 14.13 and will continue to apply despite termination of the Contract.

  3. 14.16  Transfer and Assignment

    1. (a)  You must not assign, sub-license or transfer the Contract or any interest hereunder to any other person (New Party) without Our prior written consent, which consent will only be given by Us when the following conditions are met:

      1. (i)  all original and backup copies of the Software and the Documentation are transferred permanently at no charge to the New Party, excluding consideration for any sale of the Your business; and

      2. (ii)  the New Party agrees in writing to be bound by all the terms of the Contract.

    2. (b)  You will remain liable for any breach of the Contract until the requirements in clause 14.16(a) are satisfied.

14.17 Notice

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  1. (a)  Whenever the Contract requires or permits any notice, requests, or demand from one party to another, the notice, request, or demand must be in writing to be effective and will be sent to the recipient by hand, pre-paid post (airmail if outside Australia) or by facsimile (fax). Nothing in this clause prevents a Sales Order being verbally accepted in accordance with clause 2.2.

  2. (b)  A notice or other communication will be taken to be duly received:

    1. (i)  if sent by messenger, when left at the address of the recipient;

    2. (ii)  if sent by pre-paid post, 2 days (if posted to an address in Australia) or 4 days (if addressed elsewhere) after the date of posting;

    3. (iii)  if sent by fax, upon receipt by the sender of an acknowledgment generated by the machine from which the fax was sent indicating that the fax was sent to the recipient's fax number without error.

  3. (c)  For notices sent by messenger, or pre-paid post to Us, the notice must be delivered or addressed to Our business address as specified in the Sales Order or such other address We may notify You of in lieu of Our business address.

  1. 14.18  Taxes

    All fees payable by You pursuant to the Contract are exclusive of taxes (including GST), duties and charges, unless otherwise stated, imposed or levied in Australia or overseas in connection with the supply and installation of the Software and Documentation and access to the Online Services and Maintenance. Without limiting the foregoing, You will be liable for any taxes, duties or charges imposed subsequent to the date of the Sales Order, in respect of the goods and services which are the subject of the Contract. For the avoidance of doubt, You must pay to Us an amount on account of GST at the appropriate rate in respect of the supply of the Software and access to the Online Services or Maintenance.

  2. 14.19  Interest on Overdue Amounts
    You must pay interest on all late payments which are due pursuant to the Contract at the rate of 15% per

    annum. Interest will commence to accrue from the due date of the relevant payments.

  3. 14.20  Legal and Beneficial Title

    Legal and beneficial title to all goods supplied by Us to You will remain with Us until all moneys payable by You under the Contract are paid for in full. You agree to Us lodging notification of any security interest we have or may have under or in connection with the Contract with any register maintained pursuant to the Personal Properties Securities Act 2009 (Cth) (as amended from time to time) and any regulations thereunder. You agree to sign such other documents and provide such information to Us as may be requested in order for Us to register and perfect any such security interest.

  4. 14.21  Where Payment is Made by Third Party

    You acknowledge and agree that the Contract is between You and Us and notwithstanding that a person other than You including, for example, a franchisee (a Third Party) agree to pay fees or other moneys payable by You to Us or provides Us with a Monthly Deduction Authority, the Third Party will not obtain any legal or equitable rights or powers of any kind whatsoever under the Contract or to the Software and the Online Services and that You will remain liable for all moneys due to Us under the Contract. You agree to provide a copy of the General Terms to each Third Party. We will not be liable to any Third Party if We terminate the Contract or otherwise exercise our rights under clause 14.13. You agree to indemnify Us for all costs, debts, liabilities, claims and damages incurred by Us as a result of any action, demand or proceeding brought or made against Us by any Third Party including, but not limited to, any promise, agreement or representation made or given by or on Your behalf to any Third Party contrary to the provisions of this clause 14.21.

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15. Definitions and Interpretation

In these General Terms, unless the context otherwise requires:

Confidential Information means, in relation to Us and any of Our related bodies corporate all information disclosed to You, that is not in the public domain and which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential;

Contract means the agreement between You and Us for the supply of goods, services and any License of Software comprising these General Terms, the Sales Order and any variations to these General Terms which are recorded in writing and signed by Us and You and where applicable includes the Website BookMETM Terms and Conditions and the Website Set & Forget MarketingTM Terms and Conditions referred to in clauses 7.3 and 8.5;

Cooling Off Period means the period commencing on the date appearing on the Sales Order and ending at 5pm (Brisbane, Australia time) on the date which is seven (7) days from the date appearing on the Sales Order;

Documentation means any electronic or printed material designed to assist the parties in the operation of the Software;

Fair Use Policy means the limitations on Help Desk Services applicable where no Help Desk Service Fee is payable as described in clause 4.3.

General Terms means the terms and conditions contained in this document, as varied from time to time; Gift Card Activation Fee means the fee per gift card activation specified in the Sales Order.

Gift Card Manual Processing Fee means the fee per request to Help Desk Services on the priority telephone line to manually process a gift card transaction specified in the Sales Order.

Gift Card Transaction Fee means the fee per chargeable gift card transaction specified in the Sales Order Government Authority means any government, governmental, semi-governmental, administrative, public,

regulatory or judicial entity, body or authority; GST has the meaning given in the GST Law;

GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Australia); or Goods and Services Act 1985 (New Zealand);

Help Desk Service Fee means, where applicable the fee charged for access to Help Desk Services specified in the Sales Order;

Help Desk Services means any and all of telephone, facsimile, e-mail and website support services made available to the Subscriber to:

  1. (a)  answer questions and give technical assistance about the installation, use and support of the

    Software; and

  2. (b)  log reports of errors and advise on progress with the correction of those errors;

Initial Term means the period commencing on the date that the Software, SurebizTM Maintenance Services or access to the Online Services is supplied to You and continuing for a period of three (3) years or as otherwise specified as the minimum term in the Sales Order;

Insolvency Proceedings means:

  1. (a)  an administrator is appointed to You under Part 5.3A of the Corporations Act 2001 (Cth);

  2. (b)  a receiver or receiver and manager is appointed over any of Your assets;

  3. (c)  a liquidator is appointed to You; or

  4. (d)  a winding up application is brought against You;

Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world including rights in respect of, or in connection with any Confidential Information; copyright; moral rights; inventions (including patents); trademarks; service marks; designs; and circuit layouts, whether or not now existing and whether or not registered or registrable, and includes any right to apply for the registration of such rights and includes all renewals and extensions;

License means the license granted under clause 3.1 of these General Terms;

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License Term means the term of the Contract starting from the date on which the Software is supplied to You and continuing until this Contract is terminated in accordance with the termination provisions in clause 14.14;

Licensee means the person named as the Licensee in the Sales Order;
Maintenance Fee means the recurrent fee specified in the Sales Order which are payable by You in respect

of ongoing SurebizTM Maintenance Services;

Maintenance Initial Term means the period commencing on the date that You subscribe to SurebizTM Maintenance Services and ending on the date which is three (3) years thereafter;

Maintenance Renewal Term means each further term of one (1) year commencing immediately after the end of the Maintenance Initial Term and thereafter, immediately after the end of each preceding Maintenance Renewal Term;

Maintenance Term means the Maintenance Initial Term plus any Maintenance Renewal Term (where the Maintenance Initial Term has lapsed);

Materials means the Software and the Documentation;
Monthly Deduction Authority means the form for monthly direct debits from a nominated credit card or

bank account in the format provided by Us;

Online Booking means a an appointment for services booked with You by Your customer or prospective customer using the Online Services;

Online Booking Fee means the transaction fee per Online Booking specified in the Sales Order;

Online Services means the online services to be provided by Us as pursuant to the Contract identified in the Sales Order, including any current or future product or service provided by Us that requires a connection with Our systems hosted on the Internet;

Party means either Us or You as the context dictates;

Sales Order means the document entitled “Sales Order” which is provided by Us to You and sets out, amongst other things, the Software and access to the Online Services to be provided by Us and the fees and charges payable by You;

Renewal Term means each further term of one (1) year commencing immediately after the end of the Initial Term and thereafter, immediately after the end of each preceding Renewal Term;

Rental License Fee means the total fees payable by You on a recurrent basis in consideration of the License of Software and Maintenances Services, and which are in the amounts more particularly described in the Sales Order;

Resubscriber Maintenance Surcharge means the charges specified in the Sales Order, which are payable by You in respect of the SurebizTM Maintenance Services for any Maintenance Renewal Term or in respect of You agreeing to re-subscribe for the SurebizTM Maintenance Services after You have sought to terminate such SurebizTM Maintenance Services pursuant to clause 4.1;

Scheduled Maintenance means periods of time where the Online Services or Software is unavailable due to activities required to be undertaken by Us to ensure the ongoing stability and performance of the Online Services or Software.

Service Setup Fee means the once off fee referred to in the Sales Order for the setup of Your access to the Online Services;

Service Subscription Fee means the recurrent fee for ongoing access to the Online Services specified in the Sales Order;

Shortcuts means Shortcuts Software Australia Pty Ltd (ABN 57 082 814 800);

Shortcuts Point of SaleTM means a software product in Our Software product range known as one of “Shortcuts Point of Sale”, “Shortcuts Live”, “Shortcuts Hair”, “Shortcuts Spa”, “Shortcuts Walkin”, “Shortcuts Beauty”, “Shortcuts Clinic” or “Shortcuts School”;

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Shortcuts Reseller means a third party that has been authorised by Us to sell Our Software products and access to the Online Services on Our behalf and to provide additional value added services and products in relation to the use of Our Software products and the Online Services in the reseller’s authorised region;

Software means the computer program(s) supplied by Us pursuant to the Contract including software provided online, as identified and referred to in the Sales Order;

Subscriber means a person who has entered into a Contract with Us for access to the Online Services in exchange for the payment of a Service Subscription Fee and the Service Setup Fee;

SurebizTM Maintenance Services means the provision of:

  1. (a)  any Updates and Upgrades developed by Us; and

  2. (b)  Help Desk Services during Our normal business hours;

  3. (c)  Help Desk Services relating to issues critical to the running of Your business outside of normal

    business hours (currently 24 hour by 7 days a week support).

Update means a modification to the Software which has been created primarily to overcome defects, errors and/or bugs in the Software, but excludes new software developed to provide new functionality;

Upfront License Fee means the total fees payable by You in one sum in consideration of the License of Software, and which are in the amounts more particularly described in the Sales Order;

Upgrade means new software developed as a replacement to the existing software which has been created primarily to provide an extension, alteration, improvement or additional functionality to the Software, released by Us after the commencement of this Contract;

We means Shortcuts Software Australia Pty Ltd (a company incorporated in Australia; ABN 57 082 814 800) and Our successors and assigns. Us and Our has a corresponding meaning;

Windows means the Microsoft® Windows® Operating System;

You means, in relation to each Contract, the Licensee (in the case of a license of Software), the purchaser in the case of a sale of goods, and the Subscriber (in the case of access to the Online Services) and Your has a corresponding meaning. 



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