1.1. These Terms and Conditions (Terms) form the agreement (Agreement) between Venuelife Systems Pty Ltd ACN 604 167 991 (referred to as "we" or "us") and the user (referred to as "you"), collectively referred to as the Parties or each a Party.
1.2. We own the cloud-based software (Software) which is available as a subscription service at venuelife.com (Site) and once set up, will be accessible through a custom URL created for you (Custom URL) at the Site.
1.3. You wish to use the Software.
1.4. This Agreement sets out the Terms upon which we have agreed to grant you a right to use the Software. These Terms are binding on any use of the Software and apply to you from the time that we provide you with an account to access and use the Software (Account).
1.5. By subscribing to use our Software, you acknowledge that you have read, understood, and accepted these Terms and you have the authority to act on behalf of any person or entity for whom you are using the Software, and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Software.
1.6. We reserve the right to make changes to these Terms at any time, effective upon the posting of modified Terms. We will make every effort to communicate these changes to you via email. It is your obligation to ensure that you have read, understood and agree to the most recent Terms available on our Site.
2.1. You are, or you represent the owner or operator of a venue and the Software has various functions to enable you to manage bookings and venue operations.
2.2. Use of the Software will be made available to you through a Custom URL once your online subscription application has been accepted by us.
2.3. The services provided by us include access to and use of the Software and any services relating to the storage of your data and providing relevant support (Services).
3.1. Use of the Software is only permitted in the specified countries set out on the Site.
3.3. Information that is created when you subscribe, such as log in details and passwords (User Information) are stored in servers in Australia. We ensure that User Information is kept secure and confidential through various methods and protocols including, but not limited to, SSL certification and two-stage password protection.
3.4. You may be granted a free trial for the period on the Site, which will allow you to access and make use of the Software for the duration of the trial period, free of charge (Free Trial). Upon your first use of the Software you will be issued with special log in details. At the expiry of the Free Trial, you will be required to pay a fee for your subscription to use our Software (Subscription Fee) as set out on our Site. If you do not pay the Subscription Fee at the end of the Free Trial period, the provisions of clauses 4.4 will apply. If you elect to subscribe to the Software before the expiration of the Free Trial, you will retain your issued special log in details and will receive credit for the days remaining under the Free Trial subscription on a pro-rata basis. Only one Free Trial will be made available to each venue.
3.5. Upon paying the Subscription Fee, you will obtain a valid Account to use the Software, and we agree to grant you a royalty free, worldwide, revocable, non-exclusive, non-perpetual, non-transferable right in the form of a license to use the Software (License) which cannot be sub-licensed to third parties.
4.1. You agree to pay the Subscription Fee required to enable you to access and use the Software.
4.2. You will be required to make payment by way of credit card or direct debit or such other payment method as approved by us and you must provide your credit card or direct debit details when completing your online subscription.
4.3. You acknowledge and agree that:
4.4. If payment is not made on each due date:
5.1. To terminate an Account and these Terms, you must use the account management interface or you must provide us with notice in writing.
5.2. It is your responsibility to retrieve all necessary data from your Account prior to termination.
5.3. We may close the Account and terminate these Terms immediately, in our sole discretion, if:
5.4. On termination or completion of the Services, we may retain your documents, data and or information (including copies) as required by law or regulatory requirements. Your express or implied agreement to the Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or as otherwise stipulated in these Terms.
6.1. You warrant that all information provided to us is true, accurate and complete.
6.2. You acknowledge and agree that:
6.3. You may use the Software on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement.
6.4. We have no responsibility to any person or entity other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person or entity other than you. If you use the Software on behalf of or for the benefit of anyone other than yourself, you agree that:
6.5. The use of the Software is at your own risk.
6.6. You remain solely responsible for complying with all applicable laws. It is your responsibility to ensure that the storage of and access to your Data via the Software, the Site and your Custom URL, comply with laws which are applicable to you, including any laws requiring you to retain records of your Data.
6.7. You must have your own safeguards and back up processes in place to recover from any failures or loss of Data which might occur whilst using the Software and protecting the confidentiality of your Data with suitable management procedures, as you may see fit.
7.1. You acknowledge and agree that you will not:
7.2. In addition, title, ownership rights and Intellectual Property rights in and to any content displayed on the Site or in the Software, or accessed through the Site or the Software, are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives you no rights to such content.
7.3. You acknowledge that any breaches of this clause may lead to termination of this Agreement.
8.1. Subject to sub-clause 2, you agree:
8.2. Your obligations set out in sub-clause 1 do not apply to Confidential Information:
8.3. This clause will survive termination of this Agreement.
10.1. Title to, and all Intellectual Property rights in the Software, the Site, any documentation relating to the Software, and any changes or features made to the Software upon your recommendation and/or request remain our property and our successors and permitted assigns. Your right to use such Intellectual Property is subject to the terms of this Agreement.
10.2. Title to and all Intellectual Property rights in any data you input into the Software remain your property. However, your access to the data and continued use of the Software is contingent on your Account being active.
10.3. You grant us and our employees and contractors a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Software and for any other purpose related to provision of Services to you and the performance of our obligations under this Agreement or at law, provided we comply with these Terms and with all relevant laws in our use and handling of it.
10.4. It is your responsibility to maintain copies of all data which is entered into the Software. We will endeavour to prevent data loss by providing regular back-ups, however, as the Software operates as a cloud-based service, provided through third parties, we do not make any guarantees that there will be no loss of data and do not represent or warrant that access to the Software, the Data or an Account will be available without interruption.
10.5. If you enable third-party applications for use in conjunction with the Software, 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 Software. We are not responsible for any disclosure, modification or deletion of data resulting from any such access by third-party application providers.
11.1. We will automatically implement any updates to the Software (Updates) for the duration of this Agreement. We will endeavour to notify you of all Updates.
11.2. Updates may compromise the performance of the Software or the Software's interface and may result in a corruption of Data. You acknowledge that we are not liable for any loss, harm or damage suffered, directly or indirectly, as a result of any Update.
11.3. We may use aggregated de-identified customer information collected from our Site including settings used by you and customer behaviour for research purposes including statistical analysis of aggregate customer behaviour.
11.4. We can provide support to you. Our support services are limited to assisting you access and use the software effectively. We will not provide support for issues outside the scope of the Software including, but not limited to, your operating system, firewall settings and computer preferences. If you require technical support, please contact us using the contact form on the Site.
12.1. We intend that access to the Software via your Custom URL should be available 24 hours a day, 7 days a week. However, it is possible that, from time to time, the Site or Software will be unavailable due to maintenance or other development activity.
12.2. Where possible, we will provide notice to you prior to commencing any maintenance or development activity that may impact your ability to use the Software.
13.1. We have implemented and will 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 Data or any other information stored on your servers, and that we are not responsible for any other party's servers.
14.1. Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about our Services, please contact any member of our staff.
14.2. If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
14.3. 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, by law or in equity.
15.1. Our liability for the Services provided via the Site and the Software is governed solely by the Australian Consumer Law to the extent applicable, and this Agreement.
15.2. We have no liability for use of the Software in countries other than as specified on the Site.
15.3. You acknowledge that whilst we will take reasonable steps to ensure that the Software will be fit for the purposes as advertised, we give no guarantees that:
15.4. The Software uses third party hosting services which are provided without any sort of warranties, and we cannot ensure that these third party hosting services are provided free of defect or without interruption.
15.5. We do not warrant that use of the Software will be uninterrupted or error free. The operation of the Software is dependent on public telephone services, computer networks, the Internet, which can be unpredictable and may from time to time interfere with the use of the Software. We accept no responsibility for any such interference or prevention of your use of the Software.
15.6. All risk arising out of the use or performance of the Software remains with you. You understand and agree that the use of the Software, material or data downloaded or otherwise obtained through the use of the Software, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. We are not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Software, any third party software or operating system.
15.7. To the maximum extent permitted by applicable law, we and our licensors disclaim all warranties, express or implied, 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, for the Software. In no event will we or our licensors be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever arising out of this Agreement, the use of or inability to use the Software, even if we have been advised of the possibility of such damages.
15.8. You acknowledge that we may pursue any available equitable or other remedy against you as a result of a breach by you of any provision of this Agreement.
15.9. We or our licensors' liability for breach of any of its obligations under this Agreement for the Software, or breach of any warranty implied by law, will be limited, to the extent permitted by law, to the total price paid for the License to execute the Software or any related Services. Our total liability to you for all damages in connection with the Software will not exceed the price paid by you under this agreement for the Software. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
15.10. You acknowledge and agree that we will not be liable for any non-compensatory damages including punitive, aggravated, multiple, exemplary, liquated or any other non-compensatory damages or the consequences of non-payment.
16.1. Certain legislation including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).
16.2. Nothing in these Terms removes your Statutory Rights as a consumer under the ACL. You agree that our liability for Services provided to consumers is governed solely by the ACL and these Terms. We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.
16.3. Except for your Statutory Rights, all material and work is provided to you without warranties of any kind, either express or implied; and we expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.
16.4. If you are a consumer as defined in the ACL, the following applies to you: Our Services come with guarantees that cannot be excluded under the ACL. You are entitled to a replacement or refund for a major failure and for compensation for any other foreseeable loss or damage. You are also entitled to have the Services remedied if they are not rendered with due care and skill or they are not fit for purpose and the failure does not amount to a major failure. To the extent we are unable to exclude liability; our total liability for loss or damage you suffer or incur from our services is limited to us re-supplying the services to you, or, at our option, us refunding to you the amount you have paid us for the services to which your claim relates.
17.1. You will be liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
17.2. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Software and License including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
17.3. Your obligations under this clause will survive termination of these Terms.
18.1. Any notice required or permitted to be given to you under these Terms will be addressed to you at the email address provided by the primary account holder for the Account.
19.1. Neither Party is authorised to bind the other Party in any way without prior written consent of the other Party.
19.2. 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.
20.1. Any person or entity who is not a party to these Terms has no right to benefit under or to enforce any of these Terms.
21.1. This Agreement is personal to the Parties. A Party must not assign or deal with the whole or any part of its rights and/or obligations under this Agreement without the prior written consent of the other Parties.
21.2. Any purported dealing in breach of this clause is of no effect.
22.1. Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.
22.2. 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.
23.1. Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in this Agreement 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 this Agreement or any other person.
24.1. Neither Party will be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party will be entitled to a reasonable extension of time for the performance of such obligations.
25.1. Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, 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.
26.1. 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 this Agreement.
27.1. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provisions in question will not be affected.
28.1. This Agreement may be executed in any number of counterparts and, if so, the counterparts taken together will constitute one and the same Agreement.
29.1. The date of this Agreement is the date that these Terms are accepted by you.
29.2. In respect of the subject matter of this Agreement:
30.1. This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.
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".
Intellectual Property 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.
For questions and notices, please contact us at:
Venuelife Systems Pty Ltd ACN 604 167 991
51 Bendena Garden, Stanwell Tops NSW 2508
Last update: 8 January 2016