WUZZOO TERMS & CONDITIONS OF BUSINESS
Establishment of agreement
- These Conditions will coexist with and be read in conjunction with any other terms and conditions of supply agreed in writing between Wuzzoo (we, us, our) and the Client (you, customer).
- You are accepting this agreement by signing and submitting the Wuzzoo Schedule of Assignment and when continuing to instruct us to undertake work.
- Where the Client comprises more than one person or entity, each person or entity will be jointly and severally liable for payment of the Price and the performance of all other obligations imposed on the Client under these Conditions and any Special Conditions.
- Where the Client is a company or a trustee, the person entering into this agreement on behalf of that entity warrants that it is the duly authorised representative of the Client, and indemnifies Wuzzoo against all of its costs, expenses and losses incurred as a result of a breach of this clause.
- The laws of Queensland govern this agreement and each party irrevocably submits to the jurisdiction of Queensland.
- These terms remain in force for all future engagements of our services unless they have been varied in writing.
The Licensee understands and agrees that, except as permitted by this Agreement, it may not: sell, assign, lease, license, sub-license or otherwise distribute the software, documentation or training files, create or attempt to create, or permit others to create or attempt to create, by reverse engineering or other processes, the software, training files and/or training materials.
Schedule of Fees
We will provide you with a schedule of fees and charges, detailing the fees WUZZOO will charge for the provision of the Services (Schedule of Assignment). The Schedule of Fees will be deemed to be incorporated into this agreement and will form the basis of the fees which are payable by you to WUZZOO. If we have provided you with a fixed quote for services, then the agreed price will not change unless mutually agreed in writing. When a fixed quote is not practical, we will give you an estimate of our likely fees based on the information available. Estimates are not binding. It is always difficult to give an estimate of fees as it will depend on matters that cannot be predicted, for example, the reactions of, and steps taken by you or any other parties. We will endeavour to keep you updated as to the amount of fees incurred on an ongoing basis.
The amounts payable by you following the Schedule of Fees and Charges are exclusive of:
- all taxes and levies (such as GST); and
- any disbursements incurred by WUZZOO in the course of performing the services other than as stated in the Schedule of Assignment.
Provision of Purchased Services
We will (a) make the services available to you according to this Agreement and the applicable Schedule of Assignment, (b) provide technical support for the Purchased Services to you as per the signed Schedule of Assignment, and (c) use commercially reasonable efforts to make the Purchased Services hosted by us available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give at least 12 hours electronic notice and which we will schedule to the extent practicable during the hours between 8:00 p.m. and 6:00 am (AEST), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, government, flood, fire, earthquake, act of terror, Internet service provider failure or delay or Non-WUZZOO Application malfunction.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data and Company Specific Policies, Procedures and Information. Our Confidential Information includes the Services, Technology and any Content not specific to your operation. Confidential Information of each party includes the terms and conditions of this agreement, all correspondence (including pricing), as well as technology and technical information, product plans and designs, and any business processes disclosed. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorised by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement. Neither party will disclose the terms of this Agreement to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent.
Protection of Your Data.
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of your data by our personnel except to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as you expressly permit in writing.
We will be responsible for the performance of our personnel (including our employees and contractors) and their compliance with our obligations under this Agreement, except as otherwise specified herein.
The Client must let WUZZOO know of any defect in the operation of our online products (such as training or digital forms) in writing as soon as it becomes aware of the defect and agrees that WUZZOO may resolve the defect remotely.
If we are developing software or customising training content for you, WUZZOO will test automatically and manually that the software and/or training content meets the required specifications. You are responsible for final testing to ensure the content and/or software complies with your requirements before going live.
Permissions & Copyright
The client will obtain all necessary permissions and authorities concerning the use of all copy, graphics, logos, names and trademarks and any other material supplied by the client to WUZZOO. Supply of said material by the client to WUZZOO shall be regarded as a guarantee from the client that all such permissions and authorities have been sought and obtained for said material. No responsibility will be accepted by WUZZOO for damages or losses incurred by the client from the use of material for which permission or authority has not been obtained.
All intellectual property created by WUZZOO is retained by WUZZOO. Fees paid by the customer under these terms do not constitute consideration for ownership of the created IP by the customer. WUZZOO may separately negotiate custom licensing or intellectual property assignment arrangements in relation to the created IP. Such an agreement must be recorded in writing as special terms overriding the provisions of this agreement in relation to intellectual property.
WUZZOO grants the customer a license to use the software for the purpose which it was intended. This grant is also subject to the customer warranting that it will not, nor will it allow any third party to, separate out the created IP and use it for any other project or purpose, including transplanting that IP into other code, documentation or artefacts.
While WUZZOO has attempted to make the information and advice given as accurate as possible, the information is provided in good faith and to the best of our knowledge at the time and date of delivery without any warranty. As local, state and federal laws frequently change, there is no guarantee given as to the accuracy or currency of the deliverables. While WUZZOO will make every effort to ensure the integrity of its resources, it is not a substitute for legal advice. All use of the information is at the risk of the user. You will indemnify WUZZOO and each of its officers, employees, contractors and agents against all damage, losses, liabilities, claims, expenses and costs (including without limitation legal costs on a full indemnity basis) however arising which any of them may pay, suffer, incur, or otherwise be liable for, arising directly or indirectly as a result of or in connection with any of the following:
(1) a breach or non-performance of any of your obligations under this agreement;
(2) failure by you to ensure the information provided by you is accurate and lawful;
(3) failure by you to ensure that induction and training modules are assigned to any your workers or contractors
(4) any claim, suit or other action made or brought against WUZZOO or any of its officers, employees, contractors or agents (at common law, in equity or under statute or otherwise) by any person or entity, arising directly or indirectly from or in connection with any person who suffers personal injury or death or any loss or damage directly or indirectly in connection with any of the matters referred to in paragraphs (1) to (3) above
(5) any claim, demand, suit or other action made or brought against us by a third party alleging that your data, or your use of any service or content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law
Exclusion of Unenforceable Terms
Where any clause or term in this agreement would by any applicable statute be illegal, void, or unenforceable in any State or Territory then such a clause shall not apply in that State or Territory and shall be deemed never to have been included in these terms and conditions in that State or Territory. Such a clause if legal and enforceable in any other State or Territory shall continue to be fully enforceable and part of this agreement in those other States and Territories. The deemed excision of any term pursuant to this paragraph shall not affect or modify the full enforceability and construction of the other clauses of these terms and conditions.
Invoicing and Payment
We will invoice you as per the agreed payment schedule. Unless otherwise stated, invoiced charges are due net 14 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
The client is responsible for paying invoices by the due date specified on the invoice in line with WUZZOO’s terms of payment. It is understood that WUZZOO incurs expenses for wages, software development platforms, purchase of copyright items (e.g. customer-specific images, modules etc.) before invoicing the client and therefore late payments may create cash flow challenges for us. As a result, we may postpone work on any project as soon as an invoice related to that project becomes overdue by more than 21 days. The project due date will be extended in line with the postponement time.
Invoices that become overdue by more than 21 days may be referred to a debt collection agency and all fees incurred to recover the owed amounts are payable by the client. If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies those charges will accrue late interest at the maximum rate permitted by law.
Suspension of Service and Acceleration
If any amount owing by you under this or any other agreement for our services is 45 or more days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full. We will give you at least 10 days prior notice that your account is overdue, before suspending services.
If you have a licensing subscription with us, your Agreement will run for a minimum of the period stated in the Agreement and will continue until you request a Cancellation.
The agreed charges (as stipulated in the Schedule of Assignment) are fixed during the minimum period. We reserve the right to amend our Licensing prices from time to time.
Payment: Payment of your Licensing Subscription/s is due quarterly in advance. If the payment method for your account is by credit or debit card and if payment is not received by WUZZOO from the card issuer or its agents, you agree to pay all amounts due upon demand by WUZZOO.
Cancellation: If you enter into a Licensing Subscription Agreement and choose to cancel the Plan within the minimum period, payment for the full minimum period immediately becomes due.
If you choose to cancel the Licensing Subscription Agreement after the minimum period, your Plan will be ended at the end of the payment period in which notification was received by WUZZOO.