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Terms of service

We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions, we make no warranties or guarantees that Sole App is fault free, regarding Sole App’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, Sole App including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

14.1 Implied Conditions

We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

14.2 Limitation of Liability

Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

(a) Sole App being inaccessible for any reason that is beyond our control;
(b) incorrect or corrupt data, lost data, or any inputs or outputs of Sole App;
(c) computer virus, trojan and other malware in connection with Sole App;
(d) security vulnerabilities in Sole App or any breach of security that results in unauthorised access to, or corruption of data;
(e) negligence arising from our activities or that of our service providers;
(f) the occurrence of an Event of Force Majeure; or
(g) any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

14.3 Limits to liability associated with goods and services

To the maximum extent possible under the law, we limit our liability for any breach to:

(a) in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and
(b) in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.

14.4 Indemnity

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, in connection with this Agreement or your use of Sole App, including any costs arising from your breach of this Agreement, your failure to meet any compliance or regulatory requirement which applies to you, your infringement of any third party Intellectual Property and any harm to, claim or action by a third party (including to that third party’s personal property).

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 15 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 15. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 15 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

16.1 Termination for convenience

You may terminate this Agreement by sending us a Cancellation Notice or cancelling your subscription via the facility in your Account. Either option satisfies the requirements for termination to be provided in writing. Termination will take effect, at the end of the then current Subscription Period.

We may terminate this Agreement by providing you with 28 days written notice after which Termination will take effect at the end of the then current Subscription Period.

16.2 Termination for cause

We may also terminate this Agreement if you commit a material breach of this Agreement, and the breach is incapable of being remedied, or if the breach is capable of being remedied, you have failed to remedy the breach within 14 days after the receipt of notice to remedy.

16.3 Actions upon termination

Upon termination you must immediately stop using Sole App and we reserve the right to permanently erase any data associated with your Account.

You are solely responsible for extracting any data from Sole App which you require, prior to termination.

Assignment - We may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without your consent.

Entire Agreement - This document contains the entire agreement between the parties about its subject matter.  Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.

Governing law - The laws of Queensland and the Commonwealth of Australia govern this Agreement. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.

Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:

(a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
(b) which you send, must be either delivered or posted by prepaid post to the address set out at clause 1 or sent by email to our email address set out at clause 2.2.

Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties. 

Severability - Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.

Variations to this Agreement - We may vary this agreement by giving 28 days written notice to you. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 16.1.

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

Account orSole App Account means the username and access credentials used when you access Sole App.

Agreement means these terms and conditions and any document incorporated into them by reference.

Cancellation Notice means a notice sent by either party, in accordance with clause 16, notifying the other of termination of this Agreement.

Confidential Information means information that is by its nature confidential, including but not limited to information relating to either party’s personnel, policies, practices, clientele, business strategies, Intellectual Property rights, the system operations associated with Sole App and security credentials. But does not include information already rightfully known to the receiving party at the time of disclosure by the other party or in the public domain other than as a result of a disclosure in breach of its obligations of confidentiality under this Agreement.

Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.

Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Payment Terms mean the requirement to make payment immediately on commencement of this Agreement and each subsequent Renewal Date in accordance with the Subscription Package selected.

Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.

Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.

Privacy Policy means the privacy policy available on our Website as amended by us from time to time.

Renewal Date means the day following the expiry of the then current Subscription Period.

Subscription Fee means the price associated with the Sole App Subscription Package as set out on our Website.

Subscription Package means one of the subscription packages advertised on our Website from time to time.

Subscription Period means the period of time you choose to sign up for when subscribing to one of our Subscription Packages.

You or your means the person or entity using Sole App.

Us, we or our means Sole App Pty Ltd ACN 628 688 219.

Website means the website located at soleapp.com.au and any of its subdomains.