These Terms and Conditions apply to Venuelife subscribers. If you are a Venue User (e.g. staff member at a venue) or Guest User (e.g. you have a booking with a venue), then please read our Invited User Terms and Conditions.

Venue Terms and Conditions

TERMS AND CONDITIONS
1. In these Terms and Conditions, “we”, “us” or “our” means Venuelife Systems Pty Ltd ACN 604 167 991. Any reference to the “Parties” means us and you, and a reference to a “Party” means one of us or you.
2. Please read these Terms and Conditions carefully as they apply to your use of the Services. By accessing or using the Services, you agree to be bound by these Terms and Conditions.
3. We may revise these Terms and Conditions from time to time and we will provide you with at least thirty (30) days notice prior to any changes becoming effective, except where such changes are required to ensure our compliance with laws. Such notice will be sent to your registered email address.
4. Our Privacy Policy, Website Terms and Conditions (https://venuelife.com/website-terms) and Service Level Agreement (https://venuelife.com/sla) are incorporated into these Terms and Conditions and may be updated by us from time to time. Where we update our Privacy Policy, Website Terms and Conditions or Service Level Agreement, we will provide you with at least fourteen (14) days notice prior to any such changes becoming effective, except where such changes are required to ensure our compliance with laws.
5. By continuing to use the Services after the expiry of the thirty (30) day notice period referred to in clause 1.3 or the fourteen (14) day notice period referred to in clause 1.4 (which notice periods will apply for the purposes of this clause even if the relevant change takes effect earlier to enable us to comply with laws), you agree to the relevant amendments to these Terms and Conditions, Privacy Policy, Website Terms and Conditions and/or Service Level Agreement (as applicable). If you do not wish to agree to any amendments to these Terms and Conditions, Privacy Policy and/or Website Terms and Conditions (as applicable), you may terminate your Subscription in accordance with clause 4.1.
6. Capitalised terms used in these Terms and Conditions are defined in clause 11.
SERVICES
1. Subscription
  1. If the person originally agreeing to these Terms and Conditions is not the nominated Subscriber entity, that person acknowledges and agrees that they are entering into, and are authorised to enter into, these Terms and Conditions on behalf of, the nominated Subscriber and not in their own capacity.
  2. Subject to you paying the Subscription Fee and your compliance with these Terms and Conditions, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes in accordance with these Terms and Conditions, for the Subscription Term (Subscription).
  3. The term of your Subscription commences on the date that these Terms and Conditions are accepted by the Subscriber and ends upon termination of your Subscription in accordance with these Terms and Conditions (Subscription Term).
  4. At your election, your Subscription may be provided on an annual or month to month basis. Your Subscription automatically renews upon the expiry of the relevant Subscription Term.
  5. Where you are on:
    1. an annual subscription, we will provide you with thirty (30) days prior notice to the expiry of the then current Subscription Term, at which time you may terminate your Subscription in accordance with clause 4.1; or
    2. a month to month subscription, due to the nature of month to month subscriptions, we will not provide you with any notice of the expiry of the then current Subscription Term, however, you may terminate your Subscription at any time in accordance with clause 4.1.
  6. The Services are only permitted for use in the Specified Countries.
  7. You must pay for the Services as specified in these Terms and Conditions and in accordance with clause 3, unless any other payment terms are agreed in writing between the Parties.
  8. You must ensure your User Information or other registration details remain up to date in the Services.
  9. You acknowledge and agree that we are entitled to treat the actions of any person who accesses and uses the Services using the User Information of any Invited User as being authorised by you. We are not liable for any loss or damage which you or any of your Invited Users incur in connection with any failure by you to use a complex password or to utilise any security feature of the Services (such as multi-factor authentication or account change alerts).
  10. At any given time, one or more Venue Users must be nominated as a Primary Account Holder. A Primary Account Holder is the primary point of contact for the Subscription and is authorised to create accounts for Invited Users.
  11. Should a Primary Account Holder cease to be an employee, contractor or volunteer of, or otherwise associated with, the Subscriber, the Subscription continues in effect and the Subscriber must nominate a new Primary Account Holder within fourteen (14) days.
  12. If you believe the Services contain elements that are objectionable, or infringe copyright or any other rights, please contact us at the contact details below, and provide a detailed description of why it is objectionable or infringing.
  13. We may, in our discretion, offer you free access to the Services during your onboarding process.
2. Invited Users
  1. This section 2.2 applies to Subscribers only.
  2. From time to time, you may invite individuals to create accounts (as Invited Users) to access your Subscription to the Services.
  3. In relation to any of your Invited Users:
    1. you are responsible for determining who is an Invited User, authorising them as an Invited User who may be given access to your Data and the level of access to the Services of that Invited User;
    2. you agree that we have no obligation to provide any person or entity with access to your Data without authorisation from you and may refer any requests for access to your Data to you;
    3. you are responsible for the use of the Services by you and your Invited Users (which includes ensuring your Invited Users are aware that they must comply with the Invited User Terms and Conditions), and you are responsible and liable for the acts and omissions of any Invited Users as if they were your own acts or omissions;
    4. you are responsible for resolving any dispute between you and an Invited User regarding access to the Services;
    5. we may contact any Invited Users in accordance with these Terms and Conditions (including our Privacy Policy), and you must ensure that you have obtained any consents necessary for us to do so;
    6. you will not transfer or allow to be transferred User Information between or amongst Invited Users or other individuals or systems, and you must take all reasonable steps to ensure that User Information is not transferred;
    7. you will conduct regular checks to ensure the integrity of all issued User Information;
    8. you will periodically reset User Information to the extent reasonably required by us; and
    9. you will immediately notify us and take immediate steps to disable issued User Information if:
      1. an Invited User ceases to be authorised by you to use the Services;
      2. any User Information is lost, stolen, missing or otherwise compromised; or
      3. you become aware of any breach of these Terms and Conditions by an Invited User, in which case the User Information will be suspended until such time the breach is remedied to our satisfaction.
  4. Any third party who provides or develops technology-based goods or services (whether to you or to others) cannot be an Invited User and you must not make any such person your Invited User without our written consent.
3. Your obligations
  1. You warrant that all information provided to us, including your Data, is true, accurate and complete.
  2. You acknowledge and agree that:
    1. you are authorised to use the Services;
    2. you are authorised to access and use any information or data, including Personal Information, that you provide to us to enable us to provide the Services (Data);
    3. the Services must only be used for your own lawful internal business purposes, in accordance with these Terms and Conditions;
    4. all User Information required to access the Services is kept secure and confidential;
    5. if there is any unauthorised use of your User Information or any other breach of security, you must immediately notify us of such activity; and
    6. it is your responsibility to determine whether the Services meets your business needs and is suitable for the purposes for which the Services is used.
  3. In using the Services, you must not:
    1. impersonate any person or entity;
    2. violate any applicable laws, use the Services for any purpose that is unlawful or access the Services in any manner which is illegal or prohibited by laws which apply to you;
    3. distribute viruses, spyware, malware, corrupted files, traps, time bombs, disabling code or any other similar software or programs that may damage the operation of the Services, any network, computer hardware or other software;
    4. send spam or unsolicited messages or other communications;
    5. breach, interfere or attempt to interfere with any requirements, procedures, policies, or regulations of any mobile industry association, regulator or any communications network services provider; or
    6. engage in any other conduct that is improper or bring us or the Services into disrepute.
  4. We have no responsibility to any person or entity other than you and nothing in these Terms and Conditions confers, or purports to confer, a benefit on any person or entity other than you.
  5. If you use the Services on behalf of or for the benefit of anyone other than yourself, you agree that:
    1. you are responsible for ensuring that you have the right to do so;
    2. we do not warrant the fitness for purpose or suitability of the Services for such third party's purposes and third parties may not rely on us for any purpose; and
    3. you will indemnify us on first demand, against any and all claims, expenses, liabilities or losses arising out of or in connection with our refusal to provide any persons with access to your Data in accordance with these Terms and us making your Data available to any person with authorisation from you or as required by applicable law.
  6. You must ensure that your use of the Services and the storage of and access to your Data via the Services complies with laws which are applicable to you, including any laws requiring you to retain records of your Data.
  7. You must have your own safeguards and back up processes in place to recover from any failures or loss of your Data which might occur whilst using the Services and protecting the confidentiality of your Data with suitable management procedures, as you may see fit.
4. Prohibited use
  1. You must not and must not allow or permit any other person to:
    1. circumvent or disable or attempt to circumvent or disable the Services or any technology features or measures in the Services by any means or in any manner;
    2. modify, copy, adapt or reproduce any component of the Services, or attempt to do the same;
    3. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Services or the Software;
    4. distribute, encumber, sell, rent, lease, sub-license, or otherwise transfer, publish or disclose the Services to any third party;
    5. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Services or used in connection with the Services;
    6. use the Services in any manner to aid in the violation of any third party Intellectual Property Rights, including but not limited to another's copyrights, trade secrets, and patents;
    7. take any action that interferes, in any manner, with our rights with respect to the Services, Software or Site;
    8. undermine or attempt to undermine the security or integrity of our computing systems or where the Service is hosted by a third party, that third party's computing systems and networks;
    9. use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services;
    10. attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system used to deliver the Services; and
    11. transmit, or input into the Services, any files that may damage any other person's computing devices or software, content that may be offensive, or material or your Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use).
5. Your Data
  1. All title to, ownership of and Intellectual Property Rights in your Data remain your property, except to the extent that any of your Data is Aggregated Data.
  2. Subject to clause 5 and our Privacy Policy in relation to Personal Information contained in your Data, you:
    1. grant us a non-exclusive, worldwide, royalty-free, perpetual licence (including a right of sub-licence) to use, copy, transmit, adapt, publish, display, modify, store, back-up and otherwise do and authorise the doing of all acts in relation to your Data for the purpose of providing the Services, operating our business and for any other purposes as reasonably required for us to perform our obligations under these Terms and Conditions; and
    2. warrant that you have the right to grant such licence.
  3. You must not provide Data that:
    1. infringes the Intellectual Property Rights or other rights of another person;
    2. is defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
    3. creates a privacy or security risk to any person, including by soliciting personal information from any person;
    4. solicits money from any person;
    5. is false, misleading or deceptive;
    6. contains financial, legal, medical or other professional advice;
    7. would harm, abuse, harass, stalk, threaten or otherwise offend;
    8. would reflect negatively on us, including our goodwill, name and reputation;
    9. tampers with, hinders the operation of, or makes unauthorised modifications to the Site and associated applications; or
    10. relates to unlawful conduct, would breach any applicable laws, or would otherwise result in civil or criminal liability for you, us or any third party.
  4. We may review your Data from time to time and may, without prior notice to you, modify or remove any of your Data that we reasonably believe violates these Terms and Conditions. After any such Data is modified or removed, we will notify you that the Data has been modified or removed, with such notice providing reasons for our decision.
  5. We may collect aggregated de-identified information and Data from your use of the Services, including settings used by you and customer behaviour for research purposes including statistical analysis of aggregate customer behaviour (Aggregated Data). You acknowledge that we own all right, title and interest in the Aggregated Data, and we may use and commercialise any Aggregated Data as we see fit, including by disclosing Aggregated Data to third parties. We agree not to take any steps (whether through data analytics or otherwise) which will deliberately cause any Aggregated Data to be reidentified or become Personal Information.
  6. You acknowledge and agree that we may disclose your Data, including any Personal Information, to our Related Bodies Corporate, officers, advisers and other relevant third parties for the sole purpose of providing the Services and as reasonably required for us to perform our obligations under these Terms and Conditions, and to any court or Governmental Agency to the extent required by applicable law. We may also disclose you Data to other third parties for any purpose with your prior written consent.
6. Availability
  1. We endeavour to ensure that access to the Services is available 24 hours a day, 7 days a week. However, it is possible that, from time to time, the Services may be unavailable due to maintenance or other development activity. This may include but is not limited to network or equipment capacity, connection availability, scheduled or unscheduled downtime for maintenance or development purposes, interruptions which generally affect the internet, or other reasons which may impact access to the Services. If interruptions or errors occur due to circumstances within our control, we will try to resolve them in a timely way in order to restore your access to the Services.
  2. Where any downtime due to maintenance or development activities is planned in advance, we will provide you with at least seven (7) days notice prior to commencing any maintenance or development activity that may impact your ability to use the Services. We will provide you with as much advance notice as reasonably possible of any unplanned emergency maintenance which may lead to downtime, including to address security issues, or to install important patches or fixes to prevent data loss or fix material user reported issues.
7. Updates
  1. From time to time, we may update the Services or any component of the Services at no additional cost to you. Where updates are planned in advance, we will provide you with reasonable notice, and at a minimum three (3) days notice, of such updates and any expected downtime as a result of such updates. We will provide you with as much advance notice as reasonably possible of any unplanned emergency updates which may lead to downtime.
  2. While we use our best endeavours to ensure that updates do not impact the operation of the Services, updates may compromise the performance of the Services and may, in some circumstances, result in degradation or corruption of your Data. Should any updates materially compromise the performance of the Services or materially degrade or corrupt your Data, you may terminate your Subscription in accordance with clause 4.1.
8. Support
  1. If you, the Primary Account Holder or any of your Invited Users experience any technical problems, you must make all reasonable efforts to investigate and diagnose such problems before contacting us. Should you still need technical help, please contact us using the details provided below. Our support services are limited to assisting you with access to and use of the Services. We will not provide support for issues outside the scope of the Services including but not limited to, your operating system, firewall settings and computer preferences. We do not provide support directly to Guest Users, and only the Primary Account Holder or a Venue Users may contact us in relation to any technical problems experienced by a Guest User after first complying with the obligations set out in this clause.
  2. We may monitor your use of the Services from time to time without notice and we may impose reasonable usage limitations on support services from time to time, at our discretion. We reserve the right to refuse to provide support services (or require you to pay an additional fee, to be agreed with you, for certain support services), if:
    1. we consider that any support requests are frivolous, exceed reasonable volumes or are in respect of technical problems or other queries which we have already resolved;
    2. support requests relating to balancing or reconciling, or issues already covered by the support provided in the Services; or
    3. we consider that any support request is actually a request for specific training in connection with your use of the Services.
  3. We may suspend or terminate your Subscription, either temporarily or permanently, with immediate effect by providing notice to you, if you (or any of your Invited Users) are abusive or act improperly towards us or any of our directors, officers, employees or contractors in relation to your use of the Services or any support requested under this clause. Your Subscription may be reinstated upon rectification of any abusive or improper behaviour.
  4. We may also temporarily limit or suspend access to the Services, with immediate effect, where it is reasonably necessary (including for security, maintenance or public safety reasons, or if there are interoperability, data protection or other operational or technical reasons), and where practicable, we will notify you in advance. We will reinstate your access to the Services as soon as reasonably possible after the circumstances giving rise to the suspension have been rectified.
PAYMENT
1. You agree to pay the Subscription Fee required to enable you to access the Services and any other fees applicable as notified by us to you from time to time. All Subscription Fees are:
  1. in Australian dollars or New Zealand dollars, and exclusive of GST;
  2. are payable in advance of each Subscription Term and each anniversary thereafter (each a Billing Period); and
  3. non-refundable (unless otherwise specified in these Terms and Conditions).
2. Invoices for the Subscription Fees will be issued monthly and must be paid by the Due Date indicated on the Invoice. You will be required to make payment by way of credit card or direct debit, or such other payment method as approved by us in writing.
3. Where you have authorised automatic payment of your Subscription Fees (via us debiting your credit card or account), if we are unable to take payment, we will notify of the failed payment and you will have seven (7) days to organise payment of the Subscription Fee. If such payment is not made within those seven (7) days, your Subscription may be suspended and you will not be able to access the Services until payment is confirmed.
4. If payment is not made by the Due Date, we will notify you that your Invoice is overdue and payable within fourteen (14) days of you receiving such notice (Overdue Notice). Where you have not paid the Overdue Invoice within the fourteen (14) days of receiving the Overdue Notice, we may terminate your Subscription in accordance with clause 4.5.
5. We may change the Subscription Fees at any time by providing you with at least thirty (30) days notice in advance of such changes. If you are not happy with any such changes to the Subscription Fees, you may terminate your Subscription in accordance with clause 4.1.
TERMINATION
1. You may terminate your Subscription at any time for any reason (including in accordance with clauses 1.5, 2.1(e), 2.7(b) and 3.5). To terminate your Subscription, you must provide us with notice via the email address provided below.
2. If you have elected a month to month subscription, your Subscription will be terminated at the end of the then current billing cycle, and if you have agreed to automatic payments of your Subscription Fees, automatic payments will cease at the end of the month that we are notified of your intention to terminate.
3. If you have elected an annual subscription, your Subscription will normally remain active for the remainder of the then current Subscription Term and you will be liable for all payments for the remainder of the Subscription Term.
4. It is your responsibility to retrieve all necessary data from your Subscription prior to termination.
5. We may terminate your Subscription:
  1. immediately, if you breach these Terms and Conditions and the breach is not capable of being remedied;
  2. if you breach these Terms and Conditions and you do not remedy the breach within fourteen (14) days of receiving a breach notice, if the breach is capable of being remedied;
  3. on fourteen (14) days notice, if we have issued you an Overdue Notice under clause 3.4 and you have not paid the overdue Subscription Fees within fourteen (14) days of receiving the Overdue Notice (unless such overdue Subscription Fees are paid during this notice period);
  4. on fourteen (14) days notice if we consider that continuing to provide the Services to you is no longer commercially viable;
  5. if we consider that our working relationship with you has broken down including a loss of confidence and trust and we have provided you with at least fourteen (14) days notice of such relationship breakdown, outlining why we believe that the working relationship has broken down and should any issues be capable of being remedied, providing you with fourteen (14) days from receiving the notice to remedy any such issues;
  6. immediately, if we have reasonable grounds to believe that you are compromising or attempting to compromise the Software, Site or the infrastructure providing the Services; or
  7. immediately, upon a Force Majeure Event, where the Force Majeure Event compromises our ability to provide you with the Services for a period of at least fourteen (14) days.
6. Where your Subscription is terminated under clauses 3.4, 4.1 and 4.5(g), you may resubscribe to the Services, provided that such reopening and resubscription occurs within sixty (60) days from the date that your Subscription was terminated.
7. Without limiting any other provision in these Terms and Conditions (including our rights to terminate your Subscription), following the termination of your Subscription, we will retain your Data and provide you with read-only access to the Services for you to extract your Data for at least sixty (60) days after the effective date of such termination (or such longer period, and subject to your payment of additional fees for such access, as agreed between the Parties). However, due to the nature of the Services, we will not be able to extract your Data for you or otherwise provide you with any other means to extract your Data.
8. On termination or completion of your Subscription, we will retain your documents, your Data and or information (including copies) as required by law or regulatory requirements. Your agreement to these Terms and Conditions constitutes your authority for us to retain or destroy documents in accordance with the statutory periods or as otherwise stipulated in these Terms and Conditions.
PRIVACY AND SECURITY
1. In using the Services, you will be required to provide Personal Information to us. The manner in which we deal with your Personal Information, and all other confidential information, is set out in our privacy policy, which can be found at https://venuelife.com/privacy-policy (Privacy Policy).
2. By using the Services, you:
  1. agree to comply with the Privacy Laws applicable to your use of the Services;
  2. agree that you remain responsible for any Personal Information you provide to us and that should any of your Invited Users provide Personal Information to you via the Services, you remain responsible for such Personal Information and agree to protect such information in accordance with the Privacy Laws applicable to your use of the Services;
  3. must ensure that you have made any disclosures or obtained any consents necessary under the Privacy Laws applicable to your use of the Services in accordance with these Terms and Conditions; and
  4. grant us consent to collect, store, use and disclose such Personal Information in accordance with the Privacy Laws, any other applicable laws, and our Privacy Policy.
3. You must upload your privacy policy to the Service and make clear to your Invited Users that you are responsible for their Personal Information and your privacy policy applies to their use of your Site via your Custom URL, except to the extent that our Invited User Terms and Conditions indicate otherwise.
4. By accepting these Terms and Conditions, you will be taken to have read and accepted the terms of the Privacy Policy.
5. Subject to these Terms and Conditions, we will:
  1. store any Personal Information you provide to us in Australia and ensure that User Information and Data is kept secure and confidential through various methods and protocols including, but not limited to, SSL certification and multi-factor authentication; and
  2. establish and maintain appropriate, reasonable technical and organisational security measures in accordance with good industry practice to keep such Personal Information secure.
6. We disclaim all liablity for any damages or losses arising out of your collection, use and disclosure of Personal Information or Data from your Invited Users through your and their use of our Services.
7. You must notify us immediately if you become aware of any Data Breach which has occurred or which you have reasonable grounds to suspect may have occurred and promptly, and in any case within seven (7) days, provide us with any information, assistance or cooperation we request to allow us to investigate such Data Breach and to comply with our obligations under the Privacy Laws.
8. If you form the view that you are or may be required to notify affected individuals of a Data Breach under the Privacy Laws, you must promptly discuss the matter with us in good faith before making any such notification, and comply with our reasonable directions in relation to such notification, including as to whether you or we will be the person responsible for fulfilling the relevant notification requirements.
9. Where a Data Breach occurs and we determine that affected individuals need to be notified of that Data Breach under the Privacy Laws and that you will be the party responsible for fulfilling the relevant notification requirements in relation to any Data Breach, then you must comply with all such notification requirements in accordance with the Privacy Laws. If you fail to notify of such Data Breach or comply with the notification requirements within the time period required by the Privacy Laws, then we may elect to fulfill the relevant notification requirements in relation to that Data Breach.
10. We maintain security systems for the transmission of information and payment details, consisting of encryption and "firewall" technologies that are understood in the industry to provide adequate security for the transmission of such information over the internet. However, we do not guarantee the security of these services and we will not be responsible in the event of any infiltration of its security systems, provided that we have used commercially reasonable efforts to prevent any such infiltration. You acknowledge and agree that you, and not us, are responsible for the security of transmission of your Data or any other information stored on your servers, and that we are not responsible for any third party servers.
INTELLECTUAL PROPERTY
1. Title to, ownership of and all Intellectual Property Rights in the Services, Software, Site, any documentation relating to the Services, and any changes or features made to the Services, Software or Site upon your recommendation and/or request is retained by us and our successors and permitted assigns. Your right to use such Intellectual Property Rights is subject to these Terms and Conditions.
2. Title to, ownership of and Intellectual Property Rights in and to any content displayed via the Services, in the Software or on the Site, or accessed through the Services, Software or Site, is our property, except to the extent that such content is your Data, and may be protected by applicable copyright or other law. These Terms and Conditions give you no rights to such content, except your Data.
3. Your Intellectual Property Rights in relation to your Data is outlined in clause 2.5.
4. It is your responsibility to maintain copies of your Data which is provided to us during our provision of the Services. We will endeavour to prevent data loss by providing regular back-ups, however, as the Services operate as cloud-based services provided through third parties, we do not make any guarantees that there will be no loss of your Data and do not represent or warrant that access to the Services or your Data will be available without interruption.
5. If you enable third party applications for use in conjunction with the Services (for example, including without limitation application programming interfaces such as your accounting package), you acknowledge that we may allow the providers of those third party applications to access any entered Data as required for the interoperation of such third party applications with the Services. We are not responsible for any disclosure, modification or deletion of Data resulting from any such access by third party application providers.
FEEDBACK AND DISPUTE RESOLUTION
1. Your feedback is important to us. Where you submit a complaint to us in relation to the Services, we will use our best endeavours to resolve your concerns quickly and effectively. If you have any feedback or questions about our Services, please contact us using the contact details below.
2. If there is a dispute between the Parties in relation to these Terms and Conditions, the Parties agree to meet in good faith to resolve the dispute. If the dispute has not been resolved within fourteen (14) days of the Parties' first meeting to resolve the dispute, either Party may refer the dispute to mediation, which shall be conducted in accordance with the Resolution Institute's Mediation Rules. If the dispute is not resolved through mediation or has not been referred to mediation within sixty (60) days of the Parties' first meeting to resolve the dispute, either Party may commence court proceedings in relation to the dispute.
3. Notwithstanding the existence of a dispute, each Party must continue to perform its obligations under these Terms and Conditions.
4. Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms and Conditions, by law or in equity.
LIMITATION OF LIABILITY AND DISCLAIMERS
1. Our liability for the Services is governed solely by the Australian Consumer Law, to the extent applicable, and these Terms and Conditions. Nothing in these Terms and Conditions excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, term, condition or warranty is implied into these Terms and Conditions under the Australian Consumer Law or any other applicable legislation (a Non-Excludable Provision) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:
  1. in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
  2. in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
2. All implied guarantees, warranties, representations, statements, terms or conditions relating to these Terms and Conditions and the Services that are not contained in these Terms and Conditions are excluded to the maximum extent permitted by law, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property rights or lack of viruses.
3. We have no liability to you for your use of the Services outside the Specified Countries.
4. While we endeavour to provide uninterrupted, error free Services, we do not warrant that the Services will be error free or your use of the Services will be uninterrupted. The operation of the Services is dependent on various third party providers, including public telephone services, computer networks, and the internet, which can be unpredictable and may from time to time interfere with our ability to provide the Services uninterrupted and error free. We accept no responsibility for any such interference or prevention of your use of the Services.
5. All risk arising out of your or your Invited Users use or performance of the Services remains with you. You understand and agree that your use of the Services, and any material or data downloaded or otherwise obtained through your use of the Services, is at your own discretion and risk and that you will be responsible for any infections, contaminations or damage to your computer, system or network, except to the extent that such infections, contaminations or damage are due to any act or omission on our part. We are not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Services, any third party software or any operating system, except to the extent that such delays, inaccuracies, errors or omissions are due to any act or omission on our part.
6. Subject to clauses 8.7 and 8.8 and our obligations under the Non-Excludable Provisions, we or our licensors' maximum aggregate liability to you, as the Subscriber and all Invited Users collectively, for all claims under or relating to these Terms and Conditions or the Services is limited to the total Subscription Fees paid to us for your Subscription in the twelve (12) month period immediately prior to the first such claim.
7. Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we or our licensors are not liable for, and no measure of damages will, under any circumstances, include:
  1. special, indirect, consequential, incidental or punitive damages; or
  2. damages for loss of profits, revenue, goodwill, anticipated savings or loss of corruption of data,
  whether under statute, in contract, in equity, tort (including negligence), under an indemnity or otherwise, whether or not such loss or damage was foreseeable and even if we have been advised of the possibility of such loss or damages.
8. One Party's liability to the other Party is diminished to the extent that the other Party's acts or omissions (or those of a third party) contribute to or cause the loss or liability.
9. Each Party must use its reasonable efforts to mitigate any loss it may suffer in connection with these Terms and Conditions.
INDEMNITY
1. You will indemnify, defend and hold us (including any of our directors, officers, employees and contractors) harmless for and against any and all claims, liabilities, losses, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
  1. any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
  2. any claim made against us by any third party arising out of our use of your Data in accordance with these Terms and Conditions, including where such use infringes their Intellectual Property Rights; and
  3. any misuse of the Services by you, including your Invited Users.
2. You agree to co-operate with us in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
GENERAL
1. Notice
  
  Any notices required or permitted to be given under these Terms and Conditions must be in writing and addressed:
  1. to you, at the email address provided by the Primary Account Holder; and
  2. to us, at the email address provided below.
2. Relationship of Parties
  1. Neither Party is authorised to bind the other Party in any way without prior written consent of the other Party.
  2. The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.
3. Rights of third parties
  
  Any person or entity who is not a Party to these Terms and Conditions has no right to benefit under or to enforce any provision of these Terms and Conditions.
4. Assignment
  1. A Party must not assign or deal with the whole or any part of its rights and/or obligations under these Terms and Conditions without the prior written consent of the other Party (such consent not to be unreasonably withheld).
  2. Any purported dealing in breach of this clause is of no effect.
5. Waiver or variation of rights
  1. Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to these Terms and Conditions does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.
  2. A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.
6. Powers, rights and remedies
  
  Except as expressly stated to the contrary in these Terms and Conditions, the powers, rights and/or remedies of a Party under these Terms and Conditions are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in these Terms and Conditions merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to these Terms and Conditions or any other person.
7. Force majeure
  
  Neither Party will be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by a Force Majeure Event, and such impacted Party will be entitled to a reasonable extension of time for the performance of such obligations.
8. Consents and approvals
  
  Where these Terms and Conditions provide that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in these Terms and Conditions, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.
9. Further assurance
  
  Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to these Terms and Conditions.
10. Enforceability
  
  If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, then such provisions is severed, and the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question will not be affected.
11. Survival
  
  Clauses 6, 8 and 9 and any provisions of these Terms and Conditions which by their nature survive termination or expiry of these Terms and Conditions will survive termination or expiry of these Terms and Conditions.
12. Entire agreement and understanding
  1. In respect of the subject matter of these Terms and Conditions:
    1. these Terms and Conditions contain the entire agreement and understanding between the Parties; and
    2. all previous oral and written communications, representations, warranties, undertakings and commitments are superseded by these Terms and Conditions and do not affect the interpretation or meaning of these Terms and Conditions.
  2. Nothing in these Terms and Conditions limits any liability either Party may have in connection with any representations or other communications (either oral or written) made prior to or during the term of these Terms and Conditions, where such liability cannot be excluded (including under section 18 of the Australian Consumer Law).
13. Governing law and jurisdiction
  
  These Terms and Conditions are governed by the laws of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.
DEFINITIONS

Aggregated Data has the meaning given in clause 2.5(e).

Application means a mobile device application published by us.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Billing Period has the meaning given in clause 3.1.

Confidential Information includes confidential information about the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential".

Custom URL means a personlised URL created for the Subscriber which allows you and your Invited Users to access a personalised version of the Site.

Data has the meaning given in clause 2.3(b).

Data Breach means any:
1. unauthorised access to, or unauthorised disclosure of, any Personal Information or other information in relation to your Subscription; or
2. loss of any Personal Information or other information in relation to your Subscription.
Due Date means the date that the Subscription Fee for a particular Billing Period is due, as indicated in an Invoice.

Force Majeure Event means any fire, flood, earthquake, elements of nature or acts of God, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantines, embargoes and other similar governmental action, or any other similar cause beyond the reasonable control of a Party.

Governmental Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

Guest User means a visitor or guest at your Venue who accesses the Site via your Custom URL in order to manage their engagement with you.

Intellectual Property Rights includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.

Invited User means the Primary Account Holder, and any Venue Users and Guest Users, subject to clause 2.2.

Invited User Terms and Conditions means the terms and conditions applicable an Invited User's access to and use of the Software and Site.

Invoice means a valid invoice for the Services given by us to you.

Non-Excludable Provision has the meaning given in clause 8.1.

Overdue Notice has the meaning given in clause 3.4.

Party and Parties have the meaning given in clause 1.1.

Personal Information means:
1. “Personal Information” as defined in the Privacy Act 1988 (Cth);
2. any definition of "personal information” or “personal data” used in a jurisdiction in which you use and we provide the Services; and
3. information or an opinion, whether true or not, and whether recorded in a material form or not, about an identified or identifiable individual who uses the Services.
Primary Account Holder means the person (who may be a director, officer, employee, agent, contractor and service provider of the Subscriber) who is authorised by the Subscriber to manage the Subscription.

Privacy Law means any legislation operating in Australia or any jurisdiction in which you use and we provide the Services which affects privacy or any Personal Information, including the Privacy Act 1988 (Cth).

Privacy Policy has the meaning given in clause 5.1.

Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth).

Services means access to and use of the Software, via the Site, and any related support services provided by us to you, for use by the Subscriber and any Invited Users. A reference to Services refers to any component of the Services.

Site means the Venuelife website, accessible at www.venuelife.com, any Application or Custom URL, through which the Software is accessible.

Software means the cloud-based, venue management software provided by us which provides various functionality to enable you to manage Venue bookings and operations, including interacting with guests of or visitors to your Venue.

Specified Countries means Australia and New Zealand, and any other countries as notified by us from time to time.

Subscriber means the person or entity that is party to these Terms and Conditions and holds a Subscription with us.

Subscription Fee means the fee you must pay to access and use the Services, which is notified to you at the time you agree to these Terms and Conditions.

Subscription has the meaning given in clause 2.1(b).

Subscription Term has the meaning given in clause 2.1(d).

Terms and Conditions means these Venuelife venue terms and conditions, as amended from time to time.

User Information means the login credentials, including username and password, created for a Subscriber and/or Invited User which are used as a means of authentication to gain access to the Services.

Venue means the venue or venues which you manage using the Services.

Venue User means any person (including your directors, officers, employees, agents, contractors, service providers or volunteers) invited by the Primary Account Holder to create an account to access and use the Subscription on behalf of the Subscriber.

we, us and our has the meaning given in clause 1.1.

you and your means the Subscriber and, where the context permits, an Invited User.

For questions and notices, please contact us at:
Venuelife Systems Pty Ltd ACN 604 167 991
51 Bendena Garden, Stanwell Tops NSW 2508
(02) 4255 0480 | support@venuelife.com

Last update: 27 February 2024

Venue Terms and Conditions

TERMS AND CONDITIONS

SERVICES

PAYMENT

TERMINATION

PRIVACY AND SECURITY

INTELLECTUAL PROPERTY

FEEDBACK AND DISPUTE RESOLUTION

LIMITATION OF LIABILITY AND DISCLAIMERS

INDEMNITY

GENERAL

DEFINITIONS