SIMPLE SALON GROUP PTY LTD SOFTWARE AS A SERVICE TERMS AND CONDITIONS

  1. Acceptance
      1. (a)Simple Salon Group Pty Ltd ABN 37 611 937 501 (we or us) own the cloud-based salon management software “Simple Salon”, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software (Software) which you can access at https://app.simplesalon.com/ (Site) or by downloading the Simple Salon mobile application on a smart device (App). In these Terms, references to Site include the App.
      2. (b)These terms and conditions (Terms):
        1. set out the terms and conditions upon which we agree to grant you a right to use the Software as a service, as described on the Site (SaaS Services) and provide any other services as set out in these Terms (together with the SaaS Services, the Services); and
        2. are binding on you from the date (Effective Date) on which we provide you with an account to enable you to access and use the Services (Account) until the date on which your Account is terminated in accordance with these Terms (Term).
      3. (c)Please read these Terms carefully and immediately terminate your Account if you do not agree to them.
      4. (d)By using the Software you are also agreeing to the Make Me Slick terms, available here. If you do not agree to the Make Me Slick terms, please cease using the SaaS Services immediately.
      5. (e)By creating an Account and/or accessing and/or using the Services, you:
        1. warrant to us that you have reviewed these Terms, including our Website Terms of Use and Privacy Policy, available on the Site, (with your parent or legal guardian if you are under 18 years of age), and you understand them;
        2. warrant to us that you have the legal capacity to enter into a legally binding agreement or (if you are under 18 years of age) you have your parent’s or legal guardian’s permission to access and use the Services and they have agreed to these Terms on your behalf;
        3. warrant to us that you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services;
        4. warrant to us that you have all hardware, software and services which are necessary to access and use the Services; and
        5. agree to use the Services in accordance with these Terms.
      6. (f)If you are based in the European Union, then to the extent that we act as a processor, you act as a controller in relation to any of your data originating from the European Economic Area and the terms of the Data Processing Schedule (Data Processing Schedule) apply. The Data Processing Schedule can be accessed on the Site.
  2. Registration and Account
      1. (a)An Account is required in order to access and use the Services. We will create an Administrator Account (Administrator Account) for you and provide you with a username and password (Login Details) for the Administrator Account. You must ensure that any information you give us to enable us to create your Account is accurate and up-to-date. All personal information that you give to us will be treated in accordance with our Privacy Policy. If you provide us with the personal information of any of your staff members, you warrant that you have obtained their consent to provide us with this information.
      2. (b)You agree that we may require you to update your Login Details at any time during the Term. It is your responsibility to keep your Account details confidential. You are liable for all content posted and all activity on your Administrator Account, or any Accounts set up for your authorised users, including purchases made using your Login Details and content posted by others who have logins or accounts associated with your Account, and you must immediately notify us of any unauthorised use of your Account.
      3. (c)At our sole discretion, we may refuse to allow any person to create an Account.
      4. (d)You agree that we are a software as a service provider and we are not responsible for the management or administration of your Account(s).
  3. Collection Notice
      1. (a)We collect personal information about you in order to set up your Administrator Account, set up other Accounts, respond to any of your enquiries and to contact you regarding updates and improvements, billing and for the other purposes set out in our Privacy Policy.
      2. (b)We may disclose that information to third party service providers who help us deliver our services (including information technology service providers, data storage, web-hosting and server providers, professional advisors, payment systems operators and our business partners) or as required by law. If you do not provide this information we may not be able to provide the Services to you.  In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside Australia.
      3. (c)Our Privacy Policy contains further information about: (i) how we store and use your personal information; (ii) how you can access and seek correction of your personal information; (iii) how you can make a privacy-related complaint; and (iv) our complaint handling process. By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.
  4. SaaS Licence
      1. (a)In consideration for payment of the fees, as set out on the Site (Fees), for your chosen monthly plan which provides for certain service features and a specified number of appointment columns, as set out in your Account (Plan), we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access and use the SaaS Services in Australia, if your registered office is in Australia, or in the country in which your registered office is based, if not in Australia, for business purposes for the Term (SaaS Licence).
      2. (b)You agree that:
        1. the SaaS Licence permits you to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures;
        2. the SaaS Licence permits you to access and use the SaaS Services in accordance with the restrictions for your Plan, as set out in your Account or otherwise agreed by us;
        3. we reserve the right at any time and from time to time to: (i) refuse any request in relation to the SaaS Services that we deem inappropriate, unreasonable, illegal or otherwise non-compliant with these Terms; and/or (ii) modify or discontinue, temporarily or permanently, access to the SaaS Services (or any part thereof) with notice; and (iii) change or remove features of the SaaS Services provided that, where there is any material alteration to the SaaS Services in accordance with this clause, we will provide you with 20 Business Days’ notice. A business day means a day which is not a Saturday, Sunday or bank or public holiday in Victoria (Business Day).
  5. Restrictions
      1. (a)You acknowledge and agree that these Terms incorporate, by reference, the terms of any acceptable use policy as set out on the Site or as provided to you from time to time.
      2. (b)You must not (and must ensure that your authorised users do not) access or use the SaaS Services except as permitted by the SaaS Licence and you must not do, omit to do, or authorise any act that would or might invalidate or be inconsistent with our intellectual property rights in the SaaS Services or Software. Without limiting the foregoing provisions, you must not and must not permit any other person to:
        1. use the SaaS Services in any way which is in breach of any applicable local, state, federal and international laws and regulations (Laws) or which infringes any person’s rights, including intellectual property rights;
        2. use the SaaS Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
        3. use the SaaS Services in any way that damages, interferes with or interrupts the supply of the SaaS Services;
        4. introduce malicious programs into our hardware and software or our hardware, software and services which are integrated and operate together, including our networks (Systems), including viruses, worms, trojan horses and e-mail bombs;
        5. reveal your Login Details to others or allow others to use your Administrator Account and the Accounts set up for authorised users (other than authorised users);
        6. use the SaaS Services to make fraudulent offers of goods or services;
        7. use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
        8. use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the SaaS Services;
        9. send any unsolicited electronic messages (this includes texts and emails) through or to other users of the SaaS Services, clients, or any individual in breach of the Spam Act 2003 (Cth) or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”);
        10. use the SaaS Services to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers; or
        11. solicit or entice away, any person or organisation that was our actual or prospective, client, employee, contractor, representative, agent, or developer during the Term.
  6. Third Parties
      1. (a)You acknowledge and agree that:
        1. the provision of the Services may be contingent on, or impacted by, third parties, end users, suppliers, other subcontractors (Third Party Inputs); and 
        2. despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no liability, for any default or breach of these Terms or law, if such default or breach was caused or contributed to by any Third Party Inputs.
      2. (b)This clause will survive the termination or expiry of these Terms and the cancellation of your Account. 
  7. Support Services
      1. (a)We have a knowledge base section available on our Site where you may find responses to our most commonly asked questions. If you are unable to find the response to your question in our knowledge base, please contact us using the details at the bottom of these Terms. In addition to the knowledge base, during the Term, we will provide you with technical support via email (Support Services) provided that where required, you assist us in investigating and ascertaining the cause of any fault and provide us with access to all necessary information relevant to the fault (including what you or your personnel have done in relation to the fault). We will endeavour to respond to a request for support within 12 hours.
      2. (b)We reserve the right to suspend any SaaS Services (a) during planned downtime (b) in connection with a Force Majeure event (as defined in clause 15(c)), or (c) if we believe any malicious software is being used in connection with your Account. We will provide you with notice of any planned downtime and where possible, we will conduct any service maintenance outside the hours of 9am to 5pm (AEST).
      3. (c) We reserve the right to refuse any request for or in relation to Support Services that we deem inappropriate, unreasonable, illegal or otherwise non-compliant with these Terms.
      4. (d)Support Services will be provided to you on a non-exclusive basis.
  8. Your Responsibilities and Obligations

You must, at your expense:

      1. (a)provide us with all materials and all reasonable assistance and cooperation in order for us to supply the Services in an efficient and timely manner;
      2. (b)provide us and our personnel with reasonable access to your computing environment, including all Systems, information technology and telecommunications services (Computing Environment), if necessary for us to supply the Services;
      3. (c)ensure that only your personnel and authorised users access and use the SaaS Services and such use and access is in accordance with the terms and conditions of the SaaS Licence;
      4. (d)ensure all information provided to us is kept up-to-date and the email address you provide is valid and regularly checked; and
      5. (e)make any changes to your Computing Environment, such as system upgrades, that may be required to support the delivery and operation of any Services, including point of sale terminals to support the point of sale functionality on the Site. You are responsible for obtaining hardware to support the SaaS Services.

You warrant and agree that:

      1. (f)there are no legal restrictions preventing you from agreeing to these Terms;
      2. (g)you will cooperate with us and provide us with all assistance and information that is reasonably necessary to enable us to perform the SaaS Services, and as otherwise requested by us, from time to time, and in a timely manner; 
      3. (h)all information and documentation that you provide to us in connection with these Terms is true, correct and complete and you acknowledge and agree that we will rely on such information and documentation in order to provide the SaaS Services;
      4. you will inform us if you have reasonable concerns relating to our provision of the SaaS Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
      5. (j)you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the SaaS Services to be provided in accordance with these Terms, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;
      6. (k)if applicable, you hold a valid ABN which has been advised to us; and
      7. if applicable, you are registered for GST purposes. 
  1. Communication

You and we will appoint and maintain at all times a relationship manager who will be responsible for the day to day management of these Terms.

  1. Payment
      1. (a)You must pay us the Fee for your Plan and any other amount payable to us under these Terms, without set off or delay, via credit card or any other payment method set out on the Site.
      2. (b)If you require our assistance with training or consulting, we reserve the right to charge a fee for these services. The fee for any consulting or training services must be paid in advance.
      3. (c)The Fee for your Plan is payable in advance of the next billing cycle for your Plan and any additional charges will be billed in arrears at the end of the Plan cycle (unless otherwise agreed).
      4. (d)You are responsible for reviewing the pricing schedule, features and limits associated with your Plan, which are available on the Site. The Fee for your Plan is based on the number of appointment columns in your Plan, in the month before the commencement of the next Plan billing cycle.
      5. (e)If you notify us that you wish to vary your Plan, such as by upgrading or downgrading your Plan, then we will adjust the Fee payable by you.
      6. (f)The Fee is non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Plan (or part thereof), Plan downgrade or unused Accounts. Downgrading your Plan may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.
      7. (g)If you upgrade or downgrade your Plan, the credit card linked to your Account will automatically be charged the Fee for your new Plan in advance of your next Plan billing cycle. Please ensure that this credit card has sufficient funds to pay the Fee. If your credit card expires and you do not cancel your Account, you will remain responsible for paying the Fee for the Plan, which will accrue to your Account until we receive a cancellation notice. 
      8. (h)All Fees exclude GST. If you are located outside Australia you will not be charged GST. You are responsible for all taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for payment of them. We have no responsibility to them on your behalf.
      9. The Fee is subject to change upon 30 days’ notice from us to you and will apply to the next Plan billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account. If you do not agree to the Fee change, you may cancel your Account in accordance with clause 14(a).
      10. (j)If any payment is not made in accordance with our payment terms, we may (at our absolute discretion):
        1. immediately cease providing the Services (including to suspend access to your Accounts) and recover as a debt due and immediately payable from you our additional costs of doing so;
        2. charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the due date of payment;
        3. engage debt collection services and/or commence legal proceedings in relation to any unpaid amounts; and/or
        4. report you to independent credit data agencies.
  2. Intellectual Property Rights

In these Terms, Intellectual Property means 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, customer names or internet domain names. Our Intellectual Property includes the Software.

Our Intellectual Property

      1. (a)All Intellectual Property developed, adapted, modified or created by us or our personnel (including in connection with these Terms, the Software and the SaaS Services) is and will remain owned exclusively by us or our third party service providers.
      2. (b)You must not, without our prior written consent:
        1. copy or use, in whole or in part, any of our Intellectual Property;
        2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
        3. reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services;
        4. breach any Intellectual Property rights connected with the Software or the Services, including altering or modifying any of our Intellectual Property;
        5. resell, assign, transfer, distribute or make available the SaaS Services to third parties;
        6. “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network; or
        7. alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the SaaS Services or Software.
      3. (c)Notwithstanding anything to the contrary in these Terms, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
        1. does not contain identifying information; and
        2. is not compiled using a sample size small enough to make the underlying data identifiable.
      4. (d)We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.

Your Intellectual Property

      1. (e)As between you and us, (i) all information, documents, and other data you, your personnel or authorised users provide to us or upload to the SaaS Services or which we otherwise access in providing the SaaS Services (Data) is and remains your property, and (ii) you retain any and all rights, title and interest in and to the Data, including all copies, modifications, extensions and derivative works thereof.
      2. (f)Licence: You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Data during the Term solely to:
        1. supply the Services to you (including to enable you and your personnel to access and use the Services);
        2. diagnose problems with the SaaS Services;
        3. enhance and otherwise modify the Services;
        4. develop other services, provided we de-identify the Data; and
        5. as reasonably required to perform our obligations under these Terms.
      3. (g)General: You must, at all times, ensure the integrity of the Data and that your use of the Data is compliant with all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all your Data to us and to grant the rights granted to us in these Terms; and (ii) the Data and its transfer to and use by us, as authorised by you under these Terms do not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.
      4. (h)We assume no responsibility or liability for the Data. You are solely responsible for the Data and the consequences of using, disclosing, storing or transmitting it.
      5. If you choose to use our Advance Data Layer Access (ADLA) module, which provides reporting services, you are solely responsible for the Data you input into this module.
      6. (j)The financial reports produced by ADLA should not be considered as advice or a recommendation, and the financial reports have not been audited or certified by an accountant. The financial reports generated by ADLA are based purely on the Data you input into ADLA. It is your responsibility to seek advice from an account and comply with all laws including tax laws when using ADLA for financial reporting.
      7. (k)In the event that you choose to end your Plan, you agree to export your Data using the data exporting functions available as part of the SaaS Services. If you request that we assist with the export of Data from the SaaS Services, we reserve the right to charge a fee for our assistance.
      8. This clause will survive the termination or expiry of these Terms and the cancellation of your Account. 
  1. Confidential Information
      1. (a)Each party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other party (Discloser) except:
        1. where permitted by these Terms;
        2. with the prior written consent of the Discloser;
        3. where the Confidential Information is received from a third party, except where there has been a breach of confidence;
        4. on a confidential, “needs to know” basis to the Recipient’s personnel, auditors, insurers, agents and professional advisors; or
        5. where the Recipient is compelled to do so by Law, provided that it gives the other party written notice prior to disclosure.
      2. (b)The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with these Terms.
      3. (c)For the purposes of these Terms, Confidential Information means confidential information about a party’s 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” but does not include any information which is in the public domain other than through a breach of confidence. Our Confidential Information includes our Intellectual Property including the Software. Your Confidential Information includes the Data.
      4. (d)This clause will survive the termination or expiry of these Terms and the cancellation of your Account. 
  2. Indemnity and liability
      1. (a)Despite anything to the contrary, to the maximum extent permitted by the law:
        1. our maximum aggregate liability arising from or in connection with these Terms (including the Services or the subject matter of these Terms) will be limited to, and must not exceed the total amount of Fees you paid to us in the year in which the liability arose or $1 if no such Fees have been paid; and
        2. we will not be liable to you for any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

      1. (b)Despite anything to the contrary, to the maximum extent permitted by the law, we have no liability, and you release and discharge us from all liability, arising from or in connection with any: 
        1. damage, injury or loss to any person or property;
        2. failure or delay in providing the Services;
        3. unavailability, outage or interruption to the Services or your Systems; or
        4. breach of these Terms or any Laws,

where caused or contributed to by any:

        1. event or circumstance beyond our reasonable control;
        2. a fault, defect, error or omission in your Computing Environment or Data; or
        3. act or omission of you, your related parties, personnel or a third-party service provider,

and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services. 

      1. (c)Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL.  Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.
      2. (d)You acknowledge and agree that:
        1. you are responsible for all users using the Services, including your personnel and any authorised users;
        2. you use the Services and any associated programs and files at your own risk;
        3. the technical processing and transmission of the Services, including your Data, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices;
        4. we may use third-party service providers to host the Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability or entitling you to any refund, credit, or other compensation;
        5. the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third-party products, facilities or services;
        6. we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with Data, hardware or software with which it might be used;
        7. any collation, conversion and analysis of Data performed as part of the Services (whether by the Services or otherwise) is likely to be subject to human input and machine errors, omissions, delays and losses, including any loss of Data; we are not liable for any such errors, omissions, delays or losses; and you are responsible for adopting reasonable measures to limit the impact of such omissions, delays losses and errors;
        8. we may relocate the Data to another jurisdiction, in which case we will give you 15 Business Days’ notice and use all reasonable endeavours to minimise the effect of such change on your access and use of the Services;
        9. we are not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your personnel, your related bodies corporate or any authorised users;
        10. we are not responsible for the integrity or existence of any Data on the Computing Environment, network or any device controlled by you or your personnel; and
        11. we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.
      3. (e)Despite anything to the contrary, to the maximum extent permitted by law, you must indemnify us and hold us harmless from and against any loss, cost, liability or damage, howsoever arising, suffered or incurred by us and arising from or in connection with any claim relating to your Data, your use of the Services or any breach of these Terms by you.
      4. (f)This clause will survive the termination or expiry of these Terms and the cancellation of your Account. 
  1. Termination
      1. (a)You may only terminate your Account by creating the appropriate support ticket within the help desk section of the Site, or by emailing our support staff. No refunds will be given upon termination in accordance with this clause 14(a).
      2. (b)Please note that we do not monitor your use of your Account and we do not notify you if you have not used the Services for a period of time. We do not provide refunds for any unused part of your Account, in accordance with clause 9(f). It is your responsibility to terminate your Account to stop further direct debits or payments.
      3. (c)We may, at any time and at our sole discretion, suspend or terminate your Account for any reason. You must ensure that all your Data on the SaaS Services is backed up so that you do not lose your Data if we suspend or terminate your Account. We will generally alert you when we take such action and give you a reasonable opportunity to remedy any breach of these Terms, but if we determine that your actions endanger the operation of the Services or other users, we may suspend or terminate your Account immediately without notice. You will continue to be charged for the Services during any suspension period in which you are in breach of these Terms. If we suspend your Account and you are not in breach of these Terms, we will apply a credit to your Account for the Fees you have paid for any unused portion of your Plan to which the period of suspension relates.  If we terminate your Account and you are not in breach of these Terms, we will refund you the Fees you have paid for any unused portion of your Plan. If we terminate your Account and you are in breach of these Terms, no refunds will be given. 
      4. (d)Your Plan will automatically renew at the end of the Plan period (and for the same Plan cycle) unless you terminate your Account in accordance with clause 14(a).
  2. General
      1. (a)Our SaaS Services will be provided to you on a non-exclusive basis.
      2. (b)Subcontracting: We may engage subcontractors to perform the Services on our behalf.
      3. (c)GST:
        1. Taxable supply: If GST is payable on any supply made under these Terms, the recipient of the supply must pay an amount equal to the GST payable on the supply.  That amount must be paid at the same time that the consideration is to be provided under these Terms and must be paid in addition to the consideration expressed elsewhere in these Terms, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
        2. Adjustment events: If an adjustment event arises in respect of any supply made under these Terms, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
        3. Payments: If the recipient is required under these Terms to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
        4. GST terminology: The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
      4. (d)Force Majeure: If a party (Affected Party) is unable to perform any of its obligations under these Terms due to an event or circumstance beyond its reasonable control (Force Majeure) and it gives the other party prompt written notice of such, the Affected Party’s obligations shall be suspended to the extent necessary. The Affected Party must use reasonable efforts to limit the impact of the event on its performance and must continue to perform its obligations in full as soon as the Force Majeure ceases.
      5. (e)Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with a senior representative of the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).
      6. (f)Notices: Any notice given under these Terms must be in writing and addressed to us at the details set out below or to you at the details provided when setting up your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of email.
      7. (g)Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partly) in relation to these Terms does not operate as a waiver or prevent a party from exercising that power or right or any other power or right. A waiver must be in writing.
      8. (h)Relationship of parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the parties.
      9. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
      10. (j)Assignment: You must not assign any rights or obligations under these Terms, whether in whole or in part, without our prior written consent.
      11. (k)Entire agreement: These Terms contain the entire understanding and agreement between you and us in respect of their subject matter.
      12. Amendment: We may, at any time and at our discretion, vary these Terms by publishing varied terms on the Site.   Such variation will take effect at the commencement of your next Plan billing cycle. Prior to the commencement of each Plan billing cycle, we recommend you carefully read the terms that are in effect at that time to ensure you understand and agree to them.
      13. (m)Governing law: These Terms are governed by the laws of Victoria. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waive any rights to object to proceedings being brought in those courts. The Services may be accessed in Australia and overseas. We make no representation that the Services complies with the laws (including intellectual property laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place you access the Services.

For any questions, please contact us at:

Simple Salon Group Pty Ltd ABN 37 611 937 501

Email: support@simplesalon.com

Last update: 1 November 2018