Please read the following terms and conditions before using this software. Use of this software indicates you accept the terms of this license agreement and warranty.
(1) DEFINITIONS In this Agreement the following expressions shall have the following meanings: LICENSOR is SALON SWIFT PACIFIC in Australia and New Zealand, SWIFT ATLANTIC in the USA and Europe. PRODUCT means the computer programs from the Licensor loaded on the COMPUTER EQUIPMENT and further defined in the related user manuals. COMPUTER EQUIPMENT means the particular computer system of the licensee upon which the Product is initially installed as amended from time to time. LOCATION means the Location of the COMPUTER EQUIPMENT except as other provided herein. EFFECTIVE DATE means the date of delivery of Product to the Licensee or such other date as the parties may agree in writing.
(2) USE OF THE PRODUCT In consideration of the payment made by the Licensee to the Licensor the Licensee is entitled to run the Product on the Computer Equipment at the Location in accordance with its normal operating procedures, including the reproduction of the Product for the purposes of system backup. Payment of regular fees as they fall due will allow the Licensee to run the Product. A permanent change in the Computer Equipment shall be made by the Licensee only with the prior written consent of the Licensor, such consent not to be unreasonably withheld. A permanent change in the Location may be made by the Licensee after giving prior notice to the Licensor of such change or elsewhere with the prior written consent of the Licensor whereupon the terms and conditions of this Agreement shall apply at the new instead of the old Location. In the event of a computer malfunction or modification which renders the Product temporarily unusable on the Computer Equipment the Licensee may install and use the Product on any alternative Computer Equipment subject to the terms and conditions of this Agreement until such time as the malfunction is corrected or modification completed whereupon the Licensee shall forthwith completely remove the Product from the alternative Computer Equipment and destroy all reproductions of the Product made in whole or in part for system backup in connection therewith.
(3) SUPPORT SERVICES This product is supplied by the Licensor inclusive of basic training and support. Support that is considered to be beyond normal user requirements requires a subscription be purchased to continue the support (see the lease agreement)otherwise, any support given by the Licensor or an authorised distributor is on a time and materials basis and is specifically excluded from the licence payment referred to herein.
(4) UPDATE SERVICE In consideration of the mandatory payment by the Licensee to the Licensor, the Licensor agrees to furnish the Licensee the service hereinafter described. This service will commence on the date the Licensor agrees with the Licensee, unless terminated by either party giving to the other at least thirty days prior written notice expiring on the final day of any such period.
The Update Service shall comprise the following -
(A) Keeping the Licensee informed about any improvements to or new versions of the Product as may be appropriate to the Licensee.
(B) Supplying the Licensee new versions of the Product as announced from the time to time by the Licensor and as requested by the Licensee.
(C) Supplying to the Licensee amendments to any user manual(s) relating to the product so as to ensure the continued usefulness of such user manual(s).
Such user manuals to be charged at the Licensor?s then ruling rates.
(5) CONFIDENTIALITY The Licensee agrees that both during and after the term of this Agreement the Product and any information or materials related to its design construction operation or use (whensoever provided) shall be held in the strictest confidence and, except as provided for in this Agreement shall not be reproduced nor disclosed to others in whole or in part without the express prior written permission of the Licensor. The Licensee shall procure an undertaking from any of its personnel to whom the same is disclosed to keep the same confidential.
(6) PROPERTY RIGHTS No property whatsoever in the Product or in any developments, additions or extensions thereof shall pass or accrue to or vest in the Licensee who agrees that its rights in the physical material comprising the Product and to the information therein contained are limited to such use as is specified in this Agreement, and who also agrees not to alter nor remove any details or ownership, copyright, trademark or other property right connected with the Product and its use.
(7) COPYRIGHT INDEMNITY The Licensor shall indemnify the Licensee against all actions, claims, demands, charges and expenses arising from or incurred by any infringement of copyright or patent in respect of the Product or any part thereof, provided that such infringement is not caused or contributed to by any act of the Licensee other than the use of the Product in accordance with the provisions of this Agreement. The obligation of indemnity accepted by the Licensor in this clause is conditional upon the Licensor being allowed the right to control and direct the investigation defence and settlement of each such infringement and being given prompt notice of each such infringement and complete cooperation by the Licensee.
(8) WARRANTY It is the responsibility of the Licensee to establish that the software performs the functions required of it and the software is warranted to do the tasks as set out in the promotional literature provided directly by the Licensor. This warranty however is subject to the condition that the product is supplied to the Licensee without modification made by the Licensor at the request of the Licensee. If the Product is modified for the Licensee by the Licensor the warranty against faulty workmanship is limited to a period of ninety days commencing from the Effective Date. This warranty is also subject to the additional condition that it immediately becomes void if any modification to the Product is attempted by any person or organisation other than the Licensor.
(9) PAYMENT / DELIVERY Except specified herein, each amount payable by the Licensee to the Licensor shall be paid upon delivery of the product including support. Payment shall be a condition precedent to the continued performance by the Licensor of its obligations under this Agreement. The Licensee?s failure to fulfil its obligations under this clause shall be deemed to comply with this Agreement and the Licensee shall forthwith return the Product.
SMS charges are billed each month for the previous month. EG: January SMS usage is billed and debited at the start of February.
Once a year, at June/July there is a charge for Online Services fee that is billed and debited. This is to enable you access to online backup servers, email servers, online booking servers etc. This is billed yearly rather than micro managed each month.
(10) SALES TAX AND OTHER IMPOSTS> All charges in this Agreement are inclusive of Sales Tax or like duties and surcharges payable in respect of the Product or the Support Services. The Licensee shall pay any additional charges due to the Licensor in respect of the said Sales and like taxes and surcharges (including customs duty, excise and stamp duty) imposed with the Agreement.
(11) LIMITATION OF LIABILITY The Software is supplied ?AS IS?. The Licensor disclaims all warranties, expressed or implied, including, without limitation, the warranties of merchantability and of fitness for any purpose. The user must assume the entire risk of using the Software. The Licensor assumes no liability for damages, direct or consequential, which may result from the use of the Product, even if the Licensor has been advised of the possibility of such damages. Any liability of the seller will be limited to refund any rental money the Licensee has paid in advance. The Licensor shall not be liable to the Licensee for loss of profit or of contracts or for any consequential loss or damage of any kind or for the operation of the Product and the Licensee shall indemnify the Licensor against all claims made in respect thereof. In any event the Licensor shall not be liable for loss or damage of any kind in anyway whatsoever.
(A)It is the users responsibility to ensure their backup settings are correct and that the data is backing up regularly to their chosen backup device (USB Drive). The USB drive should be connected at the start of each day and disconnected at the end of each day. The USB Drive should then be taken away from the computer in case of fire or theft. This is the users responsibility and we can not be held responsible for loss of data due to incorrect backup procedures on behalf of the users.
(12) TERMINATION Save as otherwise provided herein, this Agreement shall terminate by the Licensee at its sole discretion delivering up the Product to the Licensor, in which case no refund of licence fees or service charges paid by the Licensee to the Licensor in advance shall be refunded. If the Licensee fails to comply with any of the provisions of this Agreement and does not rectify such non-compliance within 15 days of the Licensor?s written notice thereof, the Licensor may without prejudice to any other of its rights or remedies and without being liable to the Licensee for any loss or damage which may be occasioned give written notice to the Licensee terminating this Agreement with immediate effect. Upon termination of this Agreement from any above cause, the Licensee shall lose all rights to use the product and shall forthwith deliver up the Product to the Licensor and destroy all reproductions made in whole or in part for the system backup or any other purpose and if the Licensor so request shall certify that all such reproductions have been destroyed. This Agreement may also be terminated at any time by either party giving the other party at least 4 written notice delivered to their last known place of business of their desire to terminate the Agreement. The termination may take place by either party with no concern to the distributor.
(13) ASSIGNMENT Except as specified herein, this Agreement may not be assigned by either party without the written consent of the other party, such consent not to be unreasonably withheld.
(14) COPYRIGHT The total software system supplied consists of a group of standard modules (to which this agreement applies), plus customisation to the licensee. The copyright of the standard modules and any existing or future enhancements and modification is not the property of the licensee.
(15) RETURNS If for any reason you are unhappy with software purchased from the Licensor, you can return it in its original condition within 30 days of the date you received it, and we'll issue a full refund for the price you paid for the software. Please note that we cannot accept returns if you deliver them to us by hand. For your protection we recommend that you use a recorded-delivery service. The subscription can be cancelled at any point. Digital information within the software will remain the property of the Licensor until the Licensee has settled any outstanding bills.
(16) WHOLE AGREEMENT This Agreement constitutes the entire Agreement between the Licensor and the Licensee as to the Product and supersedes all previous communications, representations, and agreements either written or oral, between the parties relating to the subject matter of this Agreement. This AGREEMENT (which expression shall include the provisions, terms and conditions contained overleaf and here toacknowledged by both parties together with any Schedules and Appendices).
Copyright (C) 2008-2013 Salon Swift Pacific. All rights reserved.
THIS AGREEMENT is made BETWEEN Salon Swift Pacific, the registered office is situated at Noosa Heads, QLD, Australia (?The Licensor?) AND (?The Lessee?) WHEREAS The Licensor is the designer and inventor of this computer program and has offered to make it available under license to the Lessee on the terms set out in the License Agreement attached hereto. NOW the Licensor and the Lessee hereby agree pursuant to the License Agreement to lease the product upon the following terms and conditions:
1. Definitions In this Agreement:
?Installation? means the copying of the software by the Licensor, the lessee or others onto a computer nominated by the lessee; ?Effective Date? means the date of delivery of the Product to the Lessee; ?Initial Period? means a period of three months from the Effective Date; ?License Agreement? means the Agreement between the Licensor and the Lessee attached hereto; ?Product? means the computer program specified in the schedule of the License Agreement; ?Monthly Rental Fee? is the monthly charge to the Lessee for the use of the Product as described in this agreement; ?Paid To Date? means the date up to which the Lessee has paid the Monthly Rental Fee;
2. Modifications and Enhancements The Licensor at their discretion will provide modifications and enhancements to the lessee?s specification as required. Any modification or enhancement requested by the lessee may be charged for either by fixed price quote or hourly rate negotiated at the time of request.
3. Lease Fee The Lessee shall pay to the Licensor a lease fee which shall be calculated each week/fortnight/4 weeks/month (depending on cycle chosen and agreed upon).
3.1 Additional Support Fee If selected as an option by the Lessee, added to this will be an agreed sum per month for extended support.
4. Mode of Payment The Lessee shall pay to the Licensor an initial payment to cover the Initial Period of one week prior to the installation of the software. Payments will then be due monthly commencing one month from the Effective Date as invoiced by the Lessor. Payment shall be a condition precedent to the continued performance by the Licensor of its obligations under this Lease and the License Agreement. The parties expressly agree the Product will not work past the Paid To Date and to ensure uninterrupted continual operation of the Product the Paid To Date must be kept continually at least one month ahead of the current date by prompt payment of the invoices for monthly rental fees. Provided the Lessee makes the Lease Payments on or before their due date the Licensor will provide to the Lessee a keycode that the Lessee may enter into the Program to update the Paid To Date. This will adjust the date to which the Lessee is licensed to ensure continued operation of the Product. The password will be deemed to have been supplied to the Lessee if the password has been posted to the last known address of the Lessee, or has been transmitted by Fax machine to the last known fax number of the Lessee. Irrespective of any other consideration, the Lessee is not authorised to use the Program past the date for which appropriate fees have been paid. The Lessee also undertakes not to attempt to by-pass the password system and acknowledges that attempts to so do will render the system inoperative. The method of keeping the Program Paid To Date may change in time, according to changes in technology and technological methods.
5. Update Service The ?Update Service? (see clause 6 of the License Agreement) if any, shall be covered by the lease fee. There will be no separate charge and shall be carried out pursuant to clause 6 of the License Agreement.
6. Product Support The ?product support? (as provided in clause 3 of the License Agreement) is included in the lease fee. If the product is installed by a distributor, the support is to be provided by that distributor at no extra charge other than for travel and accommodation if required. In the event that the Lessee considers the support being given by the distributor is unsatisfactory, he must advise the distributor and the Licensor, and will then receive support directly from the Licensor.
7. Staff Training Initial staff training will be provided by the Licensor at the Licensor's prevailing hourly and expenses rates or in the event that if the product is installed by a distributor, installation and training will be provided by the distributor at their then ruling rates.
8. GST and Other Imposts All charges in this Agreement are inclusive of GST / VAT or like duties and surcharges payable in respect to the Product or the Product Support Services. The Lessee shall pay any additional charges due to the Licensor in respect of the said GST and like taxes and surcharges (including custom duty, excise and stamp duty) imposed with this Agreement and Lease Agreement.
9. Termination This Agreement may be terminated at any time by either party giving the other party at least 4 weeks written notice delivered to their last known place of business of their desire to terminate the Agreement. The termination may take place by either party with no concern to any distributor.
10. Rental Adjustment The monthly rental fee may be adjusted in the future by the Licensor at the discretion of the Licensor to compensate for inflation, increased bank charges, increased operational costs or new Government charges.