Terms and Conditions

  1. Plan
    1. The Merchant subscribes to the Plan and in so doing agrees upon and accepts these General Terms & Conditions.
    2. These General Terms & Conditions prevail over the Plan to the extent of any inconsistency.
    3. The Merchant warrants the Plan meets the Merchant's needs at the Commencement Date and for the duration of the Term.
    4. The Merchant may change Plans at any time using the SaaS or otherwise with the consent of Neto and the Merchant shall pay any additional Service Fees or charges from the start of the next billing period.
  2. Hosting
    1. Neto shall Host the Merchant Website on the Network.
    2. Neto shall maintain the Network and Host the Merchant Website in accordance with Good Industry Practice. Neto may update the Network at any time and in such manner as it thinks fit.
    3. Neto shall use reasonable endeavours to ensure the Network and Hosting Service is available at least 99.9% of the time in each calendar month during the term of the Contract, except where:
      1. Neto has suspended the Service because the Merchant is in default of the Contract (e.g. for non-payment of an invoice);
      2. factors outside Neto's reasonable control disrupt the Network (e.g. a DDoS attack or third party system failure);
      3. Neto conducts Scheduled Maintenance or Remedial Maintenance.
    4. If the Network and/or Hosting Service is not available at least 99.9% of the time in each calendar month or part thereof during the term of the Contract, Neto shall refund to the Merchant, for each period of 30 minutes that the Network and Hosting Service not available ('Downtime'), 5% of the Service Fees paid by the Merchant for that calendar month up to but not exceeding 100% of the Service Fees for the calendar month. Downtime shall be measured from the time it is reported by the Merchant to Neto until the Network and Hosting Service are restored and the Merchant Website is able to transmit and receive data again. This shall be the Merchant's sole entitlement in the event of Downtime. The Merchant accepts that occasionally Downtime arises and agrees it shall not be entitled to any other compensation or payment by Neto for or in respect of Downtime (howsoever caused).
    5. Neto does not guarantee or warrant any search engine optimisation or ranking for the Merchant Website.
  3. Access
    1. The Merchant shall access the SaaS via the internet.
    2. The Merchant shall use the Login Codes to access the SaaS.
    3. The Merchant shall configure the SaaS to its requirements using the features and functionality made available through the Neto SaaS platform. Neto may assist with but is not responsible for configuration of the SaaS for the Merchant.
    4. The Merchant shall keep the Login Codes strictly confidential and secure from third parties.
    5. Neto may access the SaaS, Merchant Website, Data and any Service at any time for any reason without the prior consent of the Merchant and without giving prior notice to any person for doing so.
  4. Use
    1. The Merchant is licensed to use, and shall use, the SaaS, Hosting Service and the Merchant Website only for the Authorised Use.
    2. The Merchant shall only permit its officers and employees who are Authorised Users to use the SaaS and Hosting Service.
    3. The Merchant shall permit no more than the Number of Users to access and use the SaaS and Hosting Service at any time.
    4. The Merchant shall comply with the Acceptable Use Policy.
    5. The Merchant acknowledges and accepts the Privacy Policy.
    6. The Merchant shall adopt Neto's prescribed policies for the Merchant Website.
  5. Data and Content
    1. The Merchant is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership all Data and Content uploaded, collected or otherwise Hosted and/or processed on the Merchant Website by the SaaS.
    2. The Merchant authorises Neto, and warrants that Neto is authorised (including by any relevant third parties) to access and manipulate Data if in Neto's sole opinion that is reasonably necessary to provide the Services.
    3. The Merchant warrants and shall ensure that it complies in all respects with the Privacy Act.
  6. Website Front-End Templates
    1. The Merchant shall supply the Website Front-End Template to Neto or shall acquire its Website Front-End Template from Neto or from any third party.
    2. If the Merchant supplies the Website Front-End Template to Neto, the Merchant shall be solely responsible for its appearance, functionality, performance and operation.
  7. Professional Services
    1. Neto may at the request of the Merchant provide Professional Services in accordance with these General Terms & Conditions.
    2. Neto shall provide Professional Services in accordance with the stages and milestones agreed in writing with the Merchant.
    3. If the Merchant requires any variations to Professional Services described herein (including but not limited to changing the scope of such services, changing Acceptance Testing criteria, or changing stages or milestone dates for completing any Work), the Merchant shall submit an application to Neto to make the variations and shall include full details of the variations requested. Upon receipt of such application, Neto shall prepare and provide the Merchant with a quotation outlining the costs of the variation and any additional conditions for accepting and performing the variation required by Neto. The Merchant shall accept or reject the quotation within the time limits prescribed therein or, if the quotation is not expressed to lapse or expire on a particular date, within 7 days of receipt of the quotation from Neto. Upon acceptance of the quotation by the Merchant, the Professional Services shall be varied as set out therein.
    4. Professional Services shall be completed when they are fully performed and all stages and/or milestones and Acceptance Testing therefor are passed. Upon completion of the Professional Services, Neto shall be under no obligation to provide additional Professional Services. In particular Neto shall be under no further obligation to maintain and repair, update, upgrade or add to any Work completed or created hereunder.
  8. Intellectual Property
    1. Neto owns all Intellectual Property in the SaaS.
    2. The Merchant licenses, and warrants that Neto is authorised, to use, copy, modify, configure and integrate the Data, Content and Website Front-End Templates supplied by the Merchant for the purposes of these General Terms & Conditions.
    3. Neto licenses the Merchant to use the SaaS and the Work for the Merchant Website in accordance with these General Terms & Conditions.
    4. Nothing herein disclaims, abrogates, alienates or affects Neto's subsisting and continuing moral rights in the SaaS or the Work.
    5. The Merchant shall not copy, hack, alter or disseminate the SaaS, Hosting Service or Network in any way, nor allow any third party to do so.
    6. The Merchant agrees Neto may suspend or terminate the Services if any infringement of a third party's Intellectual Property occurs or is alleged in connection with the Merchant Website.
  9. Risk
    1. The Merchant uses the SaaS, Hosting Service and Network solely at its own risk.
    2. The Merchant warrants that it has obtained its own independent professional and technical advice, or has decided not to do so, prior to entering these General Terms & Conditions and that it shall use the Services hereunder freely and voluntarily without duress or pressure to do so from Neto.
  10. Back Up and Disaster Management
    1. The Merchant shall regularly back up the Website Front-End Templates and all Data associated with these Website Front-End Templates in accordance with Good Industry Practice.
    2. The Merchant shall implement and maintain a disaster management plan for its business and shall be solely responsible for rectifying any events which interrupt with the Merchant's ability to access and use the SaaS, Hosting Service or Merchant Website pursuant hereto.
  11. DDoS
    1. If the SaaS, Hosting Service or the Merchant Website is the target of a DDoS or any other electronic attack or threat, Neto may, at any time and without giving prior notice to any person, take such protection and/or mitigation measures as it in its sole discretion considers reasonably necessary, including:
      1. suspending the SaaS, the Merchant Website or any other Service;
      2. moving the SaaS, Merchant Website and/or Data to a quarantine server;
      3. implementing access control lists; and/or
      4. applying IP address filtering and/or blocking.
    2. If Neto takes any such measures, it may continue them until such time as the attack or threat is considered by Neto (in its absolute discretion) to be eliminated, avoided or otherwise dealt with.
  12. Support
    1. Neto shall provide the Merchant with:
      1. Help Desk Support for the SaaS and Hosting Service;
      2. Scheduled Maintenance;
      3. Remedial Maintenance.
    2. Neto may also provide the Merchant with Help Desk Support for the Merchant Website.
    3. The Merchant may access Help Desk Support via any email address, phone number, website or other contact method designated by Neto.
    4. Neto shall use its best endeavours to respond to any Help Desk Support enquiries or reports in a timely manner but is otherwise not bound to respond or to rectify any defects, errors, threats or other issues arising within any particular timeframe.
  13. Service Fees
    1. The Merchant shall pay the Service Fees set out in the Plan and as otherwise agreed in writing between the parties.
    2. Neto may vary the Service Fees at any time by serving not less than one (1) month's prior written notice of the same upon the Merchant and giving the Merchant an opportunity to terminate hereunder prior to the expiry of that notice period if the Merchant does not accept the varied Service Fees. The Merchant shall not be entitled to any compensation or other remedy in the event of termination hereunder. Upon the expiry of the notice period, if the Merchant has not terminated, the Merchant shall be deemed to have accepted the varied Service Fees as notified by Neto.
    3. Neto may block and/or suspend the provision of or access to the Services and SaaS if any Service Fees are unpaid or become overdue (whether in whole or in part).
    4. Neto may at its sole discretion recommence or restore the provision of or access to the Services if any overdue invoice for Service Fees is paid.
    5. The Merchant acknowledges and agrees that it may take up to 48 hours for any Service to be recommenced or restored.
    6. The Merchant shall pay Service Fees by credit card, electronic funds transfer, direct debit, or in any other manner agreed by Neto. Where payment is made or taken by credit card, Neto shall be entitled to add a surcharge of up to two and one half percent (2.5%) of the total amount due under any invoice.
    7. Neto may pass on and charge the Merchant any fees, levies or charges it incurs as a result of any credit card, direct debit, cheque or similar payment transaction failing or being declined.
    8. Unless otherwise stated, Service Fees are exclusive of GST. The Merchant shall, in addition to Service Fees, pay Neto the amount of the GST. The Merchant shall be entitled to a tax invoice for its payments for Services.
    9. The Merchant must not deduct or set-off any money owing to it or any money which the Merchant reasonably anticipates will become owing to it by Neto from any money due to Neto under these General Terms & Conditions.
  14. Errors and omissions
    1. Neto shall use its best endeavours to rectify at its cost any material errors or omissions in the Services provided hereunder promptly whenever such an error or omission is found in the course of execution of the Services. An error or omission is material if Neto determines in its absolute discretion (acting reasonably) that it is not minor and prevents the Services from satisfying the Merchant's specifications, any Legislative Requirements and/or the standards of Good Industry Practice.
    2. Notwithstanding the foregoing, Neto shall not be liable to rectify any errors or omissions caused or partly caused directly or indirectly by or arising from:
      1. any misinformation provided by the Merchant;
      2. any direction given by the Merchant;
      3. any conduct of the Merchant or any third party;
      4. any undue duress, pressure or influence exerted by the Merchant upon Neto or its officers, employees, agents or subcontractors; or
      5. any accident, act of God, fire, flood, war, act of violence, terrorism or similar occurrence beyond Neto's reasonable control.
    3. The Merchant shall submit all claims for rectification to Neto in writing promptly upon discovering them.
  15. Limitation of liability
    1. To the extent permitted by law, and without limiting the foregoing subject always to the Competition and Consumer Act, the Australian Consumer Law, and the Fair Trading Acts of each State and Territory in Australia, Neto does not warrant either the quality or standard of the Services provided hereunder, or the design, performance, use, utility, fitness for purposes or merchantable or acceptable quality of any software, service, product or thing for any particular purpose or at all, other than to the extent expressly represented in these General Terms & Conditions or in any documentation prepared and supplied by Neto to the Merchant hereunder and to the extent implied or required by law.
    2. Neto may, at its option, choose to satisfy any claim for rectification of any defect or omission in the Services by either:
      1. resupplying the Services at Neto's cost; or
      2. paying a third party approved by Neto to resupply the Services or to supply replacement Services hereunder, upon which Neto shall be fully and effectually released and discharged from any further obligations in relation to such claim.
    3. In no case shall the value of a claim by the Merchant for rectification of any defect or omission (as assessed and determined by Neto, acting reasonably) exceed the total value of the Services Fees paid by the Merchant under these General Terms & Conditions up to the date the claim is made, and all damage or expense over and above such amount shall be the responsibility of the Merchant.
    4. Neto shall not be liable to the Merchant for any delay or delays in the provision of the Services.
    5. Neto shall not be liable to compensate the Merchant for any delay in either replacing or remedying an actual or alleged defect or omission or in properly assessing or responding to a claim.
    6. Neto shall be under no liability whatsoever to the Merchant for any indirect, special or consequential loss and/or damage (including loss of profit, loss of revenue or other economic loss) suffered by the Merchant arising out of or in connection with any Services or any defect or omission arising under these General Terms & Conditions.
    7. The Merchant shall give Neto reasonable access to any premises or property (including to devices via screen sharing) required for Neto to fully and properly investigate and assess any and all claims hereunder.
    8. Neto may decline any claim which does not comply with these General Terms & Conditions, or which is not covered by these General Terms & Conditions, or which is made for Services that are found not to be defective by Neto, in which case Neto may give notice to the Merchant that the claim is declined and the Merchant shall be responsible for Neto's reasonable costs of receiving, processing, assessing and declining the Merchant's claim. Neto may invoice the Merchant any such costs incurred by it and the Merchant shall promptly pay the invoice within seven (7) days of the date of the invoice.
  16. Default & consequences of default
    1. Without prejudice to Neto's other remedies at law or in equity, Neto shall be entitled to immediately suspend or terminate the supply of the Services in the event that:
      1. any Service Fees are not paid when due; or
      2. the Merchant breaches these General Terms & Conditions; or
      3. the Merchant becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
      4. a receiver, manager, administrator, liquidator (provisional or otherwise) or similar person is appointed in respect of the Merchant or any asset of the Merchant.
    2. Neto will not be liable for any loss or damage the Merchant suffers because Neto has exercised its rights under this clause.
    3. If Neto terminates these General Terms & Conditions under clause 16.1, Neto may pursue the Merchant for damages for breach or specific performance or both.
    4. Neto's rights and entitlements hereunder are in addition to the rights which Neto may have at law or in equity.
    5. If the Merchant defaults in payment of any Service Fees, the Merchant shall indemnify Neto from and against all costs and disbursements incurred by Neto in pursuing the debt including legal costs on a solicitor and own Merchant basis and Neto's collection agency costs.
    6. Interest on overdue Service Fees shall accrue daily from the date when payment becomes due, until the date of payment, at the rate or rates prescribed from time to time under Sections 58 and 59 (as applicable) of the Civil Proceedings Act 2011 (Qld) and such interest shall be calculated and invoiced monthly and shall be payable immediately upon invoicing by Neto.
    7. If any account remains overdue after thirty (30) days, then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200) shall be levied for administration fees which sum shall become immediately due and payable.
  17. Termination for convenience
    1. Either party may terminate these General Terms & Conditions, with or without giving any reasons for doing so, by giving not less than 30 days' written notice to the other party, and upon giving such notice these General Terms & Conditions shall terminate at the expiry of the 30 days.
    2. Neto may at Neto's option suspend the provision of the Services at any time after notice of termination is given by either party.
    3. Neither party shall be liable to the other party for any loss or damage whatsoever arising from termination under clause 17.1.
    4. The termination of these General Terms & Conditions by either party is without prejudice to any other right or remedy which they may have against each other at law or in equity.
  18. General indemnity
    1. To the fullest extent permitted by law, the Merchant shall indemnify and keep indemnified Neto from and against any and all losses, loss of profits, claims, damages, actions, suits, demand, costs (including reasonable legal costs and disbursements on a full indemnity basis), interest, charges and expenses of any kind whatsoever, which Neto shall or may suffer or incur or be called upon to suffer or incur by virtue of:
      1. any default or breach hereunder by the Merchant;
      2. any unlawful, negligent, fraudulent or indictable act or omission of the Merchant or any of its officers, employees or agents;
      3. the use or misuse of any Services by the Merchant; or
      4. any Content or Data uploaded, processed or posted by the Merchant using the SaaS or otherwise on the Merchant Website or any other website of the Merchant, except to the extent of any contributory negligence by Neto.
    2. The Merchant shall pay any and all indemnified amounts to Neto within 7 days of receiving a written demand for the same.
  19. Representations
    1. The Merchant represents and warrants that at the date of acceptance of these General Terms & Conditions by the Merchant and at all times until these General Terms & Conditions are fully performed and completed:
      1. the Merchant is not bankrupt and is not insolvent or in receivership or under administration, official management or liquidation and has not entered into an arrangement with its creditors;
      2. the Merchant is able to carry on its business and perform its obligations under these General Terms & Conditions;
      3. the Merchant is adequately insured with a reputable insurer against all risks which a prudent person carrying on its business would insure against;
      4. there are no legal proceedings, actions, prosecutions or investigations threatened, pending or commenced against the Merchant or the directors or shareholders of the Merchant;
      5. all corporate authorisations and approvals necessary to enable it to enter into these General Terms & Conditions have been obtained and remain in full force and effect;
      6. all governmental requirements, authorisations, approvals and licenses which are necessary for the Merchant to legally carry on its business are in full force and effect; and
      7. it has not withheld from Neto any document, information or other fact material to the decision of Neto to enter into these General Terms & Conditions or to supply Products or provide credit to the Merchant.
    2. The Merchant must immediately notify Neto if any of the aforementioned representations, warranties and covenants cease to be true and correct.
  20. Security for payment
    1. The Merchant grants Neto a security interest and a charge and a general lien over all Website Front-End Templates, Data and Content (including domain keys and codes therefor) ('Collateral') it has supplied to Neto to secure payment of the Service Fees in accordance with these General Terms & Conditions and the provisions of the Personal Property Securities Act ('PPSA').
    2. Neto agrees to take a security interest and a charge and a general lien over the Collateral and shall register its security interest on the Personal Property Securities Register ('PPSR').
    3. The Merchant shall do all such things necessary to perfect Neto's security interest hereunder.
    4. Neto may retain and withhold possession of any Collateral to enforce its right to payment hereunder.
    5. The Merchant authorises under section 275(7)(c) of the PPSA the disclosure of information by a secured party under section 275(4) of the PPSA in response to any request for information from an interested person pursuant to sections 275(1) to (3) of the PPSA.
    6. The Merchant will not without written notice to Neto, change its name or initiate any change to any documentation registered under the PPSA in relation to these General Terms & Conditions.
    7. Neto undertakes to maintain the accuracy of the registered security interest and may remove the registration when the Merchant has paid all amounts owed to Neto in relation to the Services.
  21. Credit checking
    1. Neto may obtain from a credit reporting agency a credit report about the Merchant.
    2. Neto may exchange information about the Merchant with credit reporting agencies, credit providers and trade referees to assess the Merchant's credit worthiness and to notify third parties of any defaults hereunder.
    3. The Merchant consents to Neto being given a consumer credit report to collect overdue payment on commercial credit under section 21H of the Privacy Act.
    4. The Merchant agrees that personal credit information provided may be used and retained by Neto to provide products, market Neto's products and services (including the Services), process payments hereunder and maintain the Merchant's account/s with Neto.
    5. Neto may disclose information about the Merchant and/or its directors, officers and shareholders pursuant to any request by a third party for any reference or report concerning that person or entity. The Merchant shall indemnify Neto for any claim arising from such disclosure hereunder.
    6. Neto may give credit reporting agencies personal information about an application for a Credit Account, but only the kinds of information allowed by the Privacy Act.
  22. Force majeure
    1. Neto will not be liable for any failure or delay in the performance of its obligations under these General Terms & Conditions to the extent such failure or delay is caused by a Force Majeure Event.
    2. If a Force Majeure Event arises, Neto shall use reasonable endeavours to promptly advise the Merchant of the details of the Force Majeure Event and its likely effect on the performance of Neto's its obligations hereunder, and Neto shall Neto shall take all steps reasonably necessary to recommence performance of the affected Services and minimise any delay caused by the Force Majeure Event.
  23. Dispute resolution
    1. If a dispute arises out of or relates to these General Terms & Conditions, the breach, termination, validity or subject matter of these General Terms & Conditions, or any claim in tort, in equity or pursuant to any domestic or international statute or law, then subject always to clause 23.6 the parties to the Agreement and to the dispute expressly agree to endeavour in good faith to settle the dispute by mediation administered by a mediator appointed under the Mediation and Conciliation Rules of the Institute of Arbitrators and Mediators of Australia as in existence at the time written notice is received by the parties.
    2. A party claiming that a dispute has arisen must give written notice to the other parties to the dispute specifying the nature of the dispute.
    3. On receipt of the notice specified in clause 23.2, the parties to the dispute must within seven (7) days of receipt of notice seek to resolve the dispute.
    4. If the dispute is not resolved within the said seven (7) days or within such further period as the parties agree, then the parties must mediate the dispute and adopt the provisions of, and the procedures noted in, the Mediation and Conciliation Rules of the Institute of Arbitrators and Mediators of Australia, being the Rules in existence at the date of the notice specified in clause 23.2.
    5. The terms of the Mediation and Conciliation Rules of the Institute of Arbitrators and Mediators of Australia, being the Rules in existence at the date of the notice specified in clause 23.2, are hereby deemed incorporated into these General Terms & Conditions.
    6. Notwithstanding the foregoing, Neto shall always have the right to institute legal proceedings in any court of competent jurisdiction in order to collect payments due to Neto by the Merchant whether under these General Terms & Conditions or any other agreement, without first being required to undergo mediation or arbitration.
    7. This clause 23 survives termination or expiration of these General Terms & Conditions.
  24. General
    1. These General Terms & Conditions prevail over any terms of trade or terms and conditions of supply or of acquisition of goods or services provided or submitted by the Merchant or agreed to by Neto to the extent of any inconsistency between them.
    2. The parties contract hereunder independently and at arm's length. Nothing herein constitutes either party a partner, joint venturer, agent or employee of the other party.
    3. Each party warrants, states and represents that the party has entered these General Terms & Conditions with full knowledge of the responsibilities of the party under it, with full knowledge of the effect of these General Terms & Conditions on the party's financial position, after either obtaining or electing not to obtain independent legal and accounting and taxation advice on the terms and subject matter of these General Terms & Conditions, and without any reliance on any other party in respect thereof.
    4. If any provision of these General Terms & Conditions shall be invalid, illegal or unenforceable, that provision shall be severed from these General Terms & Conditions and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired in any way.
    5. All notices required to be given by the Merchant under these General Terms & Conditions must be given in writing, addressed to Neto at its registered office, in the English language, signed by the Merchant (or its duly authorised attorney or representative), and dated the date on which it was signed. Neto may give notices to the Merchant in any form Neto thinks fit and, without limiting the foregoing, if Neto publishes a notice or any content on the Neto Website then the Merchant is deemed to have received that notice and notice of that content on and from the date of publication. The Merchant shall check and monitor and keep updated with all notices and content published on the Neto Website.
    6. Neto may license or sub-contract all or any part of its rights and obligations without the Merchant's consent. Neto may also at its sole discretion transfer or assign all or any part of its rights and obligations hereunder to any third party without the Merchant's consent.
    7. The Merchant shall not transfer or assign all or any part of its rights and obligations hereunder without first obtaining the prior written consent of Neto.
    8. The Merchant shall give Neto not less than fourteen (14) days prior written notice of any proposed change of ownership or control of the Merchant, or any change in the Merchant's name, or any other change in the Merchant's details (including but not limited to, changes in the Merchant's address, facsimile number, or business practice). The Merchant shall be liable for any loss incurred by Neto as a result of the Merchant's failure to comply with this requirement. In addition, any such change in ownership or control of the Merchant shall be deemed hereunder to constitute a transfer or assignment of the Merchant's rights and obligations hereunder to the person or entity take on or taking over such ownership or control, which change shall not be undertaken without first obtaining the prior written consent of Neto.
    9. Neto shall not be required to notify the Merchant of, or obtain the Merchant's consent to, any change or proposed change of ownership or control in Neto.
    10. Neto reserves the right to review these General Terms & Conditions at any time. If, following any such review, there is to be any change to these General Terms & Conditions, then that change will take effect from one (1) month after the date on which Neto notifies the Merchant of such change. The Merchant may not change or amend these General Terms & Conditions without Neto's prior written agreement.
    11. Personal information about the Merchant may be used and retained by Neto for the provision of products or services, the marketing of products or services, credit checking, maintenance of the Merchant's account/s with Neto, processing any payment instructions or direct debit or credit facility, and debt collection, as well as for any other purposes as may be agreed between the parties or required by law from time to time.
    12. The failure by Neto to enforce any provision of these General Terms & Conditions shall not be treated as a waiver of that provision, nor shall it affect Neto's right to subsequently enforce that provision.
    13. Any party signing or executing or otherwise accepting these General Terms & Conditions on behalf of the Merchant as the Merchant's director, officer, attorney or representative hereby warrants, states and represents in his or her personal capacity that he or she is duly authorised and permitted to do so by the Merchant and by law.
    14. Subject to any written agreement to amend the terms hereof, these General Terms & Conditions constitute the sole and entire agreement between the parties with respect to its subject matter. No warranties, representations, guarantees or other terms or conditions of any kind not contained and recorded in these General Terms & Conditions are of any force or effect.
    15. These General Terms & Conditions and any contract to which they apply shall be governed by the laws applicable in Queensland and are subject to the jurisdiction of the courts of Queensland. All legal proceedings in relation to these General Terms & Conditions shall be instituted and held in Brisbane in the State of Queensland, Australia.
  25. Definitions and interpretation
    1. In these General Terms & Conditions:
      1. Acceptable Use Policy means Neto's Acceptable Use Policy published on the Neto Website from time to time.
      2. Acceptance Testing means testing of the performance and functionality of Work using criteria agreed in writing between the parties or, in the absence of such agreement, as determined by Neto (acting reasonably) from time to time.
      3. Authorised Use means the use for which a Service is provided as stated in the Plan or as otherwise notified by Neto to the Merchant from time to time.
      4. Authorised Users means the persons or entities who may use the Service as stated in the Plan or as otherwise notified by Neto to the Merchant from time to time.
      5. B@SE means Neto's templating language for Website Front-End Templates.
      6. Merchant Website means the Merchant's website Hosted by Neto using the SaaS and incorporating the Website Front-End Template, Data and Content.
      7. Commencement Date means the first day of the Term.
      8. Content means any text, data, images, graphics, animations or other information or material or content to be published on the Merchant Website from time to time.
      9. Data means information or data of any kind and includes Content.
      10. DDoS means a distributed denial of service attack.
      11. Devices means the plant, equipment and devices used by the Merchant or its authorised users to access and use the SaaS, including any and all software and source code installed thereon.
      12. Force Majeure Event means any circumstance not within the reasonable control of Neto, to the extent that the circumstance, or its effect upon Neto, could not have been avoided, prevented or circumvented despite the exercise of reasonable diligence by Neto. Without limiting the foregoing, such circumstance shall include fire, sea accident, failure of machinery, or other accident, ice hindrance, flood, water shortage, or other natural disaster, vehicle or tonnage shortage or other traffic disturbance, strike, lockout, blockade, riot, revolution, mobilization or state of war, currency problems, import restrictions, or other government action.
      13. Good Industry Practice means, in relation to any work or task required to be performed by a party, the practices, methods, specifications and standards of safety, design and performance which are generally expected of competent and experienced professionals who perform the same or similar work or tasks in the same or similar industry or profession.
      14. Help Desk Support means help desk support provided at the time and in the manner published by Neto from time to time.
      15. Hosting means storing the Website on the Network and making it available on the internet, and Host and Hosted have corresponding meanings.
      16. Intellectual Property means circuit layout rights, copyrights, patent rights, trademark rights, design rights, get up, know-how, trade secrets, source code, software and any and all other forms of Intellectual Property, wheresoever and howsoever arising, whether registered or unregistered, anywhere in the world.
      17. Legislative Requirement includes a requirement imposed by law, including to obtain any governmental or judicial approval or consent, to give a notice, to pay a fee charge or penalty, and to perform and act or omissions.
      18. Login Codes means login codes and authentication criteria provided by Neto to access the SaaS.
      19. Neto Website means Neto's website at https://www.neto.com.au/ or such other address notified by Neto to the Merchant from time to time.
      20. Network means hardware, software and network infrastructure owned by or licensed to Neto for the provision of the Services.
      21. Plan means the SaaS and Hosting Service plan agreed between Neto and the Merchant.
      22. Privacy Policy means Neto's Privacy Policy published on the Neto Website from time to time.
      23. Professional Services means professional services to be provided by Neto to the Merchant pursuant to the Plan or as otherwise agreed in writing between the parties. Without limiting the foregoing, they may include:
        1. migrating Data to or from the Merchant Website;
        2. programming and/or incorporating custom or bespoke features or functionality in the Merchant Website;
        3. training Merchant staff and representatives; and
        4. consultancy and advisory services.
      24. Remedial Maintenance means unscheduled maintenance or rectification of the SaaS and/or the Network by Neto at Neto's absolute discretion.
      25. SaaS means Neto's software platform for Hosting the Merchant Website under the Plan.
      26. Scheduled Maintenance means scheduled maintenance and service of the SaaS and/or the Network by Neto at Neto's absolute discretion.
      27. Service Fees means the fees described in the Plan.
      28. Services means SaaS, Hosting and Professional Services.
      29. Term means the period during which the Merchant is bound by these General Terms & Conditions.
      30. Website Front-End Template means each HTML file that determines the layout and/or functionality of the Merchant Website.
      31. Work means the website features or functionality, software, data, compilation, integration, improvement, development or advance, creation or any other outcome or result achieved by Neto or arising from the provision of Professional Services.
    2. In these General Terms & Conditions, except where the context otherwise requires:
      1. the singular includes the plural and vice versa;
      2. a gender includes other genders;
      3. another grammatical form of a defined term has a corresponding meaning;
      4. a reference to 'writing' or 'in writing' includes electronically via email, website or other digital communication.
      5. a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, these General Terms & Conditions, and a reference to these General Terms & Conditions includes any schedule or annexure;
      6. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
      7. a reference to a party is to a party to these General Terms & Conditions, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
      8. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
      9. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; and
      10. headings are for ease of reference only and do not affect interpretation.

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