VTEvents Terms of Service

Victor Technologies SAAS (Software as a service) End User Agreement

Warning: Use of Victor Technologies SAAS is conditional upon you (“the Customer“) agreeing to the terms of this Agreement. Choosing “I accept the terms and conditions of this Agreement” when installing Victor Technologies SAAS shall be deemed to be your acceptance of the terms of this Agreement. If you do not agree, choose “do not accept” and do not proceed to install or use Victor Technologies SAAS and contact Victor Technologies Pty Ltd ABN: 29 104 792 841 (“VT“) to arrange for any applicable refund.

Operative Part

Definitions
1. In this Agreement, unless inconsistent with the context:
  1. Agreement means this agreement, its recitals, provisions and any schedule of this agreement.
  2. Confidential Information includes information which relates to Victor Technologies SAAS including account details, passwords and activation codes, development concepts, source code, object code, configuration and other scripts, specifications, data models and schema, protocols, algorithms, manuals, drawings and data created or used by VT, VT’s personnel, VT’s policies, VT’s business strategies and the terms of this Agreement.
  3. Clause means a clause of this Agreement.
  4. Confidential Client Data Information means information which relates solely to Customer’s business and does not include any underlying data structures or concepts.
  5. Duration means initially 7 days but upon payment of the amount specified in an invoice issued by VT the Duration shall be extended for the period specified in that invoice.
  6. Fees means either the agreed fees of VT or, if none, the published fees of VT as amended from time to time.
  7. Force Majeure means an act, omission or circumstance over which VT could not have reasonably exercised control including telecommunication failures.
  8. Intellectual Property Right includes any right arising from or capable of arising from the: Circuits Layout Act 1989 (Cth); Copyright Act 1968 (Cth); Designs Act 2003 (Cth); Patents Act 1990 (Cth); Trade Marks Act 1995 (Cth); any similar legislation outside the Commonwealth of Australia; any similar unregistered right and Confidential Information.
  9. Interest Rate means the rate of 10% per annum calculated monthly in arrears and added to the outstanding sum.
  10. Party and Parties means a party to this Agreement and their respective successors, trustees and permitted assigns.
  11. Sub-clause means a sub-clause of this Agreement.
  12. Specification means the published specification for Victor Technologies SAAS as updated from time to time in the sole discretion of VT unless same is agreed expressly otherwise in writing.
  13. Taxes includes taxes, duties and government charges, fees, levies, any penalty for not paying same and any liability for same.
Interpretation
1. In this Agreement, unless inconsistent with the context:
  1. Words denoting a person shall include corporations, statutory corporations, partnerships, joint ventures, associations, boards, governments or semi-government agencies or authorities.
  2. Words denoting the singular number shall include the plural number and vice versa.
  3. Words denoting any gender shall include all other genders.
  4. A reference to a statute or a regulation also refers to any statute or regulation amending, or consolidating or re-enacting same.
  5. Money references are references to Australian currency.
  6. A reference to “includes“, “including” or “inclusive” is to be construed as being a reference to “includes, without limitation”, “including, without limitation”, and “inclusive, without limitation” respectively.
  7. Headings used in this Agreement are for convenience and ease of reference only, and are not part of this Agreement and shall not be relevant or affect the meaning or interpretation of this Agreement.
  8. Every obligation express or implied into this Agreement and entered into by more than one Party shall bind them jointly and each of them severally.
  9. Every right express or implied into this Agreement granted in favour of one more or Parties shall be for the benefit of each of them jointly and severally
  10. A provision of this Agreement shall not be construed adversely to the Party that drafted it.
  11. If any provision or part provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force apart from such provision or part provision which shall be deemed deleted.
  12. No right or remedy granted to VT pursuant to this Agreement excludes or shall be deemed to exclude or modify any other right or remedy which would otherwise be available to VTand all such granted rights and remedies are cumulative.
Customer’s Right to Use Victor Technologies SAAS
1. Subject to the terms of this Agreement VT grants Customer a revocable non-exclusive right to use one or more modules of Victor Technologies SAAS as set out in an invoice for the Duration as follows.
2. If:
  1. a single user licence is purchased then the licence is limited to a single user;
  2. a licence for multiple users is purchased then the licence is limited to the number of users so purchased;
  3. a bandwidth licence is purchased then the licence is limited to the amount of bandwidth so purchased; and
  4. a storage licence is purchased then the licence is limited to the amount of storage so purchased.
3. VT shall, from time to time, provide access codes to permit Customer to use Victor Technologies SAAS.
Customer’s Responsibilities
1. Customer shall:
  1. pay the Fees specified in an invoice;
  2. keep its user accounts, passwords and activation codes details confidential and not disclose same to any other party. Customer shall be responsible for all use of same whether authorised by Customer or not. Should any such disclosure occur Customer shall report same to VT in writing as soon as possible;
  3. provide equipment which VT considers suitable to use Victor Technologies SAAS;
  4. apply, without delay, all updates issued by VT from time to time to which it is entitled;
  5. backup its data wherever same is stored;
  6. agree to and comply with the terms and conditions of any third party software or services supplied by VT or made available with Victor Technologies SAAS and or not use such third party software and services;
  7. comply with all applicable laws;
  8. conduct all appropriate virus and security checks;
  9. ensure that its customers, employees, volunteers, sub-contractors and other agents who have authorised access to Victor Technologies SAAS are made aware of the terms of this Agreement;
  10. supervise and control the use of Victor Technologies SAAS in accordance with the terms of this Agreement;
  11. immediately advise VT in writing upon Customer becoming aware of any person using Victor Technologies SAAS who is not authorised by VT to do so; and
  12. train its staff in the use of Victor Technologies SAAS and the internet;
2. Customer shall not:
  1. copy, reproduce, translate, adapt, vary, modify, decompile, disassemble, reverse engineer, create derivative works of, sub-license, rent, lease, loan or distribute Victor Technologies SAAS other than as expressly authorised by this Agreement;
  2. engage in password sharing, remote desktop access or port aggregation without the express permission of VT;
  3. exceed the licensed number of users or machines;
  4. install, upload or execute any computer programs which have not been checked and are not expressly specified by VT as suitable;
  5. interfere with the network or disrupt any other user, service or equipment;
  6. permit any act which infringes the Intellectual Property Rights which subsist in Victor Technologies SAAS and which belong to VT.
  7. provide or otherwise make available Victor Technologies SAAS in any form to any other person;
  8. use Victor Technologies SAAS for any illegal, unauthorised or dangerous purpose including unsolicited commercial e-mail;
  9. use Victor Technologies SAAS to publish any material for which it is not the Intellectual Property Right owner or licensed by the Intellectual Property Right owner or is defamatory.
VT’s rights
1. VT may, whilst being under no obligation to do so and at its sole discretion, without notice or giving any reason or incurring any liability for doing so:
  1. delete, remove or refuse to publish any material which is, in its sole opinion, without limitation:
    1. dangerous;
    2. found in an unauthorised area;
    3. excessive in volume;
    4. unauthorised;
    5. uncollected for an excessive period;
    6. unlawful;
    7. in breach of VT’s Reasonable Use or Publishing Policy; and
  2. take action if it suspects that malicious, illegal or unacceptable usage of Victor Technologies SAAS is occurring or has occurred, including destruction or disposal of Customer’s access passwords.
Disclaimer & Acknowledgments
1. Customer acknowledges that:
  1. Victor Technologies SAAS is not designed as a substitute in any way for professional advice. Customer shall obtain appropriate professional advice before using Victor Technologies SAAS;
  2. supplied with Victor Technologies SAAS are certain notes and instructions and a failure to follow those instructions or notes carefully could result in erroneous data being produced or actions being taken or not taken by Victor Technologies SAAS;
  3. Customer shall check all data stored or provided by Victor Technologies SAAS for any anomalies and compliance with law;
  4. Victor Technologies SAAS does not check for all anomalies and data incorrectly entered may be processed without question;
  5. Victor Technologies SAAS does not necessarily comply with any standard or legislation;
  6. Victor Technologies SAAS is licensed on the strict understanding that, subject to the warranties below, VT is not responsible for the results of any actions taken, either by Customer or a third party relying on data supplied or not supplied by Victor Technologies SAAS;
  7. VT cannot and does not warrant that Victor Technologies SAAS shall be available 24 hours a day or that any defect shall be corrected within a specific time frame;
  8. Victor Technologies SAAS is not necessarily secure, virus free or without defect; and
  9. VT is not responsible for:
    1. ensuring that Victor Technologies SAAS is suitable for Customer’s requirements or fit for any purpose;
    2. any interruption to Victor Technologies SAAS due to equipment failure, the need for routine maintenance, peak demand etc;
    3. the supply or maintenance of Customer’s equipment, software or telephone lines;
    4. monitoring, controlling or ensuring the accuracy, appropriateness or content of any information on the internet and does not do so; and
    5. any software available on the internet or supplied by third parties.
Support
1. VT may, from time to time, make available various support services and other assistance in relation to Victor Technologies SAAS.
2. Should Customer wish to use such services then Customer shall pay the then published rate of VT in relation to such services. Such services are supplied pursuant to the terms and conditions set out in this Agreement.
Intellectual Property Rights
1. VT retains all the Intellectual Property Rights in Victor Technologies SAAS and the trade mark Victor Technologies SAS.
2. Customer hereby assigns all Intellectual Property Rights it may have arising from or in relation to any of its suggestions or requirements in relation to the Victor Technologies SAAS to VT immediately as such rights are capable of assignment.
3. This assignment is absolute, worldwide and includes all present and future Intellectual Property Rights arising from or in relation to Victor Technologies SAAS.
4. Customer acknowledges that Customer’s right to make any use of materials assigned pursuant to this Agreement, is dependent upon VT granting an express licence to Customer, the granting and terms of which shall be at the sole discretion of VT.
5. Customer shall retain the Intellectual Property Rights in the Confidential Client Data Information. However, nothing in this Sub-clause grants Customer the right to download any Confidential Client Data Information until all Fees are paid in full.
Confidential Information
1. To the extent that Confidential Information is not in the public domain (other than by way of breach of this Agreement) and is not known by the Customer at the time of disclosure, Customer:
  1. shall:
    1. keep such information confidential;
    2. take all necessary precautions to prevent any disclosure of Confidential Information to unauthorised third parties; and
    3. inform VT of any suspected or actual disclosure of Confidential Information; and
  2. shall not, without the express written consent of VT:
    1. directly or indirectly divulge or communicate or otherwise disclose any Confidential Information, in whole or part to any third party;
    2. use any Confidential Information, other than for the express purpose set out in this Agreement; or
    3. remove or cause to be removed from VT‘s systems any Confidential Information.
2. This Clause shall survive the termination of this Agreement.
Confidential Client Data Information
1. To the extent that Confidential Client Data Information is not in the public domain (other than by way of breach of this Agreement and is not known by VT at the time of disclosure, VT:
  1. shall keep such information confidential;
  2. shall not, without the express written consent of Customer:
    1. directly or indirectly divulge or communicate or otherwise disclose Confidential Client Data Information, in whole or part to any third party; or
    2. use Confidential Client Data Information for its own purposes;
  3. may use such data for development, maintenance and testing purposes and Customer shall obtain the consent required at law for same.
2. This Clause shall survive the termination of this Agreement.
Fees
1. Customer shall pay VT the Fees without withholding, deduction or offset of any amounts for any purpose.
2. VT may increase the Fees at any time upon 90 days’ notice.
3. An account rendered by e-mail or otherwise by VT shall be prima facie evidence for a Court of the provision of the items referred to in same to Customer by VT.
Tax
1. Unless expressly stated to the contrary and to the extent permitted by law:
  1. the Fees are exclusive of all Taxes which may arise in relation to the subject matter of this Agreement;
  2. Customer shall immediately pay any applicable Taxes to VT; and
  3. Customer shall indemnify and keep indemnified VT from payment of the Taxes and any penalties arising from non-payment of same.
Interest
1. Customer shall pay VT interest at the Interest Rate on all overdue amounts from the due date until payment is made.
Suspension of Obligations
1. If Customer breaches any provision of this Agreement VT may, without further notice to Customer,
  1. suspend all its obligations to Customer under this Agreement;
  2. disable Victor Technologies SAAS using time out codes, remote access or other technological measures; and or
  3. withdraw any discount which was otherwise applicable to the Fees.
Force Majeure
1. VT shall not be liable for any delay or failure to perform its obligations if such a failure or delay is due to Force Majeure.
Limited Warranty
1. VT shall supply Victor Technologies SAAS with all due care and skill.
2. VT shall re-supply Victor Technologies SAAS which is not supplied in accordance with Sub-clause 16.1 provided that Customer notifies VT of same within a reasonable time. This remedy shall be Customer’s sole and exclusive remedy for breach of this Agreement or any other cause of action against VT.
Limitation of Liability
1. To the extent permitted by law and except as expressly provided to the contrary in this Agreement, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this Agreement or to this Agreement generally, are excluded. Where legislation implies in this Agreement any condition or warranty and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or the exercise of or liability under such term, such term shall be deemed to be included in this Agreement. However, the liability of VT for any breach of such term shall be limited, at the option of VT, to any one or more of the following: if the breach related to goods: the replacement of the goods or the supply of equivalent goods; the repair of such 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; and if the breach relates to services the supplying of the services again; or the payment of the cost of having the services supplied again.
2. To the extent permitted by law and except as expressly provided to the contrary in this Agreement, VT shall not be under any liability (contractual, tortious or otherwise) to Customer in respect of any loss or damage (including consequential loss or damage) howsoever caused, which may be suffered or incurred or which may arise directly or indirectly in respect to the supply of goods or services pursuant to this Agreement or an act, failure or omission of VT.
3. Customer warrants that it has not relied on any representation made by VT or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by VT.
Further Assistance
1. Customer shall:
  1. declare, make or sign all documents and do all things necessary or desirable to give full effect to this Agreement; and
  2. if applicable, procure its officers, employees, volunteers and agents to do same.
Indemnity
1. To the extent permitted by law, Customer shall release, indemnify and keep indemnified VT, its officers, employees, volunteers and agents, against any injury, death, damage, loss, costs (including legal costs on an indemnity basis), expenses, interest, taxes or liability whether direct or indirect and whether sustained by VT, VT’s officers, employees, volunteers and agents Customer, Customer’s officers, employees, volunteers and agents or a third party arising out of:
  1. a breach of this agreement by Customer;
  2. any wilful, unlawful or negligent act or omission of Customer, its officers, employees, volunteers or agents;
  3. any injury suffered by Customer’s officers, employees, volunteers or agents; and
  4. the discharge of Customer’s obligations pursuant to this Agreement.
2. This indemnity applies regardless of whether or not legal proceedings are instituted.
3. This indemnity applies to any payment, settlement, compromise or determination regardless of whether same is authorised by Customer or not.
4. It is not necessary to incur any expense or make any payment before enforcing any right of indemnity under this Agreement.
5. This Clause survives termination of this Agreement.
Waiver
1. No right of VT under this Agreement shall be deemed to be waived except by notice in writing signed by VT. Any such waiver shall be limited to its express terms.
2. Any failure by VT to enforce any provision of this Agreement, or any forbearance, delay or indulgence granted by VT shall not be construed as a waiver of VT’s rights.
Survival
1. The provisions of this Agreement which are capable of having effect after the expiration of this Agreement shall remain in full force and effect following the expiration of this Agreement.
Assignment, Novation and Sub-Contracts
1. Customer shall not sub-contract, sub-licence, assign or novate, in whole or part, any entitlement or obligation under this Agreement without the prior written consent of VT.
2. VT may:
  1. sub-contract for the performance or part performance of this Agreement; and
  2. assign this Agreement to a third party without notice and in such circumstances, VT’s rights and obligations under this Agreement shall be immediately terminated upon assignment.
Notices
1. Notices under this Agreement may be delivered by hand, by mail or by facsimile.
2. Notices shall be deemed given in the case of:
  1. hand delivery, upon written acknowledgment of receipt by an officer or other duly authorised employee, agent or representative of the receiving party;
  2. email, immediately upon acceptance of same from a machine outside the control of the sender;
  3. posting, 3 days after dispatch; and
  4. facsimile, upon completion of transmission.
Early Termination
1. If Customer accepts an offer from VT which is for a fixed period and before that fixed period has expired terminates this Agreement Customer shall pay VT by way of liquidated damages the full amount remaining to be payable for that fixed period.
2. The Parties agree that amount is a genuine pre-estimate of the loss or damage which VT would suffer in such circumstances.
Termination
1. VT may terminate this Agreement immediately if:
  1. any payment due from Customer to VT remains unpaid for a period of 14 days;
  2. Customer breaches any provision of this Agreement and such breach is not remedied within 14 days of notice by VT;
  3. Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
  4. Customer, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
  5. Customer being a natural person, dies; or
  6. Customer ceases or threatens to cease conducting its business in the normal manner.
2. In addition to terminating this Agreement, VT:
  1. may disable Victor Technologies SAAS using time out codes, remote access or other technological measures;
  2. may retain any moneys paid;
  3. may charge a reasonable sum for any un-invoiced items;
  4. shall be regarded as discharged from any further obligations under this Agreement;
  5. shall be under no liability to Customer for damages or compensation or any other payment whatsoever;
  6. may immediately erase all Confidential Client Data Information stored by VT; and
  7. may pursue any additional or alternative remedies provided by law.
Entire Agreement
1. Unless stated expressly to the contrary in this Agreement:
  1. this Agreement constitutes the entire agreement between the Parties for the subject matter referred to in this Agreement. Any prior arrangements, agreements, representations or undertakings are superseded;
  2. this Agreement is not to be construed as creating a joint venture, partnership or agency situation between the Parties. No Party may represent that there exists such a relationship between the Parties;
  3. no Party may bind another Party to any agreements, arrangements, contracts or understanding or represent that they have such authority; and
  4. no modification or alteration of any provision of this Agreement shall be valid except in writing signed by each Party save that VT may on 30 days notice change any term of this Agreement and in such a case Customer may terminate this Agreement during that notice period without further obligation.
Governing Law
1. This Agreement shall be governed by and construed according to the law of Victoria.
2. The Parties irrevocably submit to the exclusive jurisdiction of the Courts of Victoria and the Commonwealth of Australia. Any proceedings in a Commonwealth Court shall be commenced in Victoria.