This Agreement is a legal agreement between you (either an individual or a single entity) and iSell Pty Ltd (iSell) for ITQuoter (see definition below).
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You agree to be bound by the terms of this AGREEMENT by using or installing the Software.
“Agreement” means the terms and conditions governing the use of the ITQuoter software as stated in this document
“Customer Data” means information files owned by the Licensee relating to the Software including sales quotes, orders and other information that is the copyright property of the Licensee
“Documentation” means the electronic help files and other imbedded software help tools, and any user’s manual(s)and other printed materials accompanying the Software.
“Information Files” means the confidential information provided by the Licensor from either information given to it by the Supplier, information in the public domain or information provided from other computer re-sellers.
“ITQuoter” means the cloud software at https://login.itquoter.com and all sub domains linked to login.itquoter.com. ITQuoter also includes any documentation, and any other computer program files written and supplied to you by the Licensor (including the object and source codes), or as the case may be, any part of the above mentioned downloaded, emailed, or copied to you by any other means. The term “ITQuoter” also includes all copies of any part of the above mentioned.
“License” means the license granted by the Licensor to the Licensee under this Agreement
“License Fee” means the fee payable by the Licensee to the Licensor for use of the Software and/or Information Files. This is paid monthly in arrears on the 1st of each month, and commences on the 1st day of the month following the first full calendar month after the approval of this Agreement, e.g. if Agreement signed on 5th July, billing commences on 1 September.
“Licensee” means the company named as Licensed to use the Software or Product.
“Licensor” means iSell Pty Ltd ABN 085 126 245
“Onboarding, Set-Up & Training” is the service the Licensor will provide to the Licensee to enable the set-up of the Licensee’s account to a reasonable standard.
“Product” means ITQuoter.
“Renewal Fee” refers to the fee payable by the Licensee to the Licensor for the continued use of the Software and/or Information Files after the initial term set out in your purchase agreement with the Licensor.
“Software” means ITQuoter.
“Supplier” means a distributor of products and/or services to third parties, whether wholesale, retail or from a Manufacturer (including but not limited to original equipment manufacturer or software manufacturer).
“Term” the term of this Agreement begins on the date your ITQuoter account is activated and continues on a month-to-month or year-to-year basis, (depending on the plan subscribed to) or otherwise stated on the purchase agreement, until either party terminates this Agreement.
“User” means any person within the Licensee’s business that uses the Software or Product from time to time. Not logging in, but still being setup as a user in ITQuoter counts as a User. User also includes employees, licensees, contractors and agents of the Licensee which use the Software pursuant to the terms of this Agreement.
“Username” means a name or identifier that is unique and is used to recognize and identify a User who is attempting to login to the system. Third party applications that access the system and are able to bypass the normal software login screens are also defined as a Username. iSell support logins, when grated to the Licensor by Licence for support purposes, does not count as a Username.
“User Types” means a group of restrictions that can be associated with accessing, creating, editing and deleting records within certain functional areas in ITQuoter.
- LICENSE; USE OF SOFTWARE:
- The Licensor grants the Licensee a non-exclusive, non-transferable license to:
- Use the Software by the Users for the Term;
- Receive required upgrades to the Software during the Term (excluding chargeable features and options that may be offered by the Licensor from time to time).
- Except as provided above, no right to reprint or copy the Software or Documentation in whole or in part is granted.
- Use of the Software by a User is expressly conditional upon acceptance of, and compliance with, the terms and conditions contained in this document.
- Licensee shall not assign transfer or sublicense any right enjoyed by it pursuant to this Agreement to any person whatsoever without the prior written consent of the Licensor being obtained
- The Licensee must not:
- Disassemble, decompile or in any way attempt to reverse engineer the whole of any part of the Software.
- Sublicense, rent or lease any portion of the Software.
- Copy, republish, post, upload to a third party, re-transmit or distribute any of the Software or Information Files or Documentation (other than for the purpose of the Software’s features) without the prior written permission of the Licensor.
- Modify or alter the Software without the Licensor’s prior written permission. The Software as modified or altered, remains the property of the Licensor in any case and the terms of this Agreement apply to the Software if modified or altered by the Licensee.
- Gain access directly, via a third party or through any third-party application to any information/data in a database that has been created or used by the Software without the prior written approval of the Licensor.
- Have more concurrent Users accessing the Software than the number of licensed Users specified in the Invoice provided to you by the Licensor.
- Unreasonably change and/or enable and disable Usernames in the database for the purpose of avoiding license fees payable to the Licensor.
- Any unauthorised use, alteration, modification, reproduction or transfer of the Software will entitle the Licensor to equitable relief against the Licensee, including injunctive relief.
- THE LICENSOR AGREES:
- Where necessary to liaise with the Supplier and assist the Licensee to ensure the Information Files are sent and received in the correct format.
- Where necessary to treat any business information provided by the Licensee as confidential and take reasonable precautions to ensure that confidentiality is maintained.
- THE LICENSEE AGREES:
- To pay to the Licensor the Licence Fee in accordance with the agreement made with the Licensor and Invoices submitted to it by the Licensor within the payment terms specified on the invoice, which will be sent monthly to the Licensor.
- All invoices will include the Licence Fee for the month of use of the Software in arrears
- For the benefit of doubt, any agreement by the Licensor to accept payment of the Licence Fee by instalments still requires payment of the full Licence Fee.
- To pay to the Licensor the Renewal Fee in accordance with the agreement within the payment terms on the invoice from the Licensor or terminate the agreement and cease using the Software and/or Information files.
- Use of the Software or Information Files past fourteen (14) days from expiry means the Licensee must pay the full amount of the annual Renewal Fee on the invoice regardless of any intention not to renew and terminate the agreement.
- Use of the Software also includes downloading the Information Files.
- To pay to the Licensor for all unapproved late payments over thirty (30) days all legal fees and costs incurred to recover outstanding debts owed to the Licensor.
- To obtain at its own expense all necessary consents that may be required from any Supplier of the Information Files.
- To allow the Licensor to negotiate pricing and product data feeds from any Supplier for the purpose of including this information as part of the Information Files.
- To ensure that the Licensee’s employees, licensees and agents observe this Agreement.
- The Licensee further agrees with the Licensor to treat as confidential information relating to the Software, the Licensor and/or the Suppliers and the Information Files, and undertakes that it will only disclose such details to those of its employees by whom it is required to enable the Software to be used in the manner contemplated by this Agreement.
- To use best endeavours to get ITQuoter up and running in the business as quickly as possible and to engage with the Licensor’s onboarding and training teams to maximise the 3 hours training provided.
- The Licensor will invoice the Licensee for Onboarding / Set-up & Training, this invoice must be paid by the Licensee prior to the onboarding process commencing. Training over and above 3 hours will be charged at the rate stated on the Quote.
- The Licensee is in default of this Agreement if:
- Any payment due from the Licensee to the Licensor pursuant to this Agreement remains unpaid for a period of thirty (30) days; or
- The Licensee breaches any clause in this Agreement and such breach is not remedied within seven (7) days of written notice from the Licensor; or
- Notwithstanding sub-clause (1), the Licensor may terminate this Agreement immediately by written notice to the Licensee if:
- The Licensee becomes subject to any form of insolvency administration;
- The Licensee being a partnership dissolves or resolves to dissolve;
- The Licensee being a natural person dies; or
- The Licensee ceases or threatens to cease conducting its business in the normal manner.
- LIMITED WARRANTY:
- The Licensor warrants that the Software will perform substantially in accordance with the Documentation for a period of 90 days from receipt of the Product. Any written or oral information given by the Licensor or its agents does not increase the scope of this warranty. However, the Licensor does not warrant that the Software is error free or that it will meet the Licensee’s requirements or provide any function not designated in the Documentation.
- The Software contains product information, brochures, pictures, document links and prices all obtained from third parties. The Licensor does not provide any warranty about the integrity or legal validity of this information.
- The Licensor does not warrant that the Software is suitable for the needs of the Licensee, and the Licensee acknowledges that it relies solely on its own skill and judgment in deciding that the Software is reasonably fit for the purpose for which it is being acquired and in deciding to acquire the Software.
- The Licensor does not warrant that the Software is suitable and compatible for use with any other third-party application.
- The Licensor does not warrant that the Software will function when accessed via third party robot applications such as, but not limited to, web bots.
- The Licensor will not provide any warranty for web application files, html templates or Microsoft® Word files modified by the Licensee. The Licensor may provide support at its discretion on a chargeable or non-chargeable basis.
- Other than as set out in the Documentation, the Licensor makes no warranty of fitness for any particular purpose and the Licensor disclaims all other warranties, either express or implied, except those implied by law.
- DISCLAIMER, LIMITED LIABILITY & INDEMNIFICATION:
- The Licensor is not liable to the Licensee or any third-party for any special, direct, indirect, exemplary, incidental or consequential damages, including any lost profit or opportunity.
- The Licensor’s liability is limited to the total amount paid to the Licensor by the Licensee for the (3) three month period prior to the cause of action.
- If the Software fails to comply with the warranty set out above, the Licensor’s liability will be limited to the following:
- For any services rendered to the Licensee, the supply of those services again.
- For the Software, at the option of the Licensor;
- rectification of the Software; or
- refunding to the Licensee the Licence Fee paid to the date of notification from the Licensee of the problem for a maximum of (3) months prior payments made to the Licensor by the Licensee
- The Licensor is not responsible for the content of any Information Files provided by any third party.
- The Licensor is not responsible for any linked Websites that are not controlled by the Licensor and the Licensee enters these sites at their own risk.
- The Licensee agrees to indemnify and hold harmless the Licensor, its contractors, and their respective Directors, Officers, employees and agents from and against any and all claims and expenses, including legal fees, arising out of your use of the software, including but not limited to your violation of this agreement.
- COPYRIGHT / PROPRIETARY RIGHTS:
- The Product is and all copies thereof are proprietary to and the property of the Licensor, and title remains with the Licensor. The Licensor must not reuse any portion of the Product without prior written permission from the Licensee.
- Information Files and Customer Data relating to the services, sales quotes, orders and any other customer data remain the copyright property of the Licensor, and/or the Supplier of the data included in the Information Files. The Licensee is provided a license for the sole purpose of providing the Services as necessary for the provision of the Services to the Licensee.
- CHANGES TO THIS AGREEMENT OR THE SOFTWARE:
- The Licensor reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, including without limitation the availability of any feature of the Software, hours of support, content, data, software or equipment needed to access the Software, effective with or without prior notice; provided, however, that material changes (as determined in the Licensor’s sole and absolute discretion) will be disclosed as follows: The Licensor will provide the Licensee with notification of any such changes to the Software through a patch process, or by email, website posting, or pop-up screen.
- If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Software. Your continued use of the Software following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.
- The Licensor may change, modify, suspend, or discontinue any aspect of the Software at any time.
- The Licensor may also impose limits on certain features or restrict your access to parts or all of the Software without notice or liability.
- CANCELLATION AND TERMINATION:
- The Licensee may terminate this Agreement at any time by ceasing all of the Service and notifying the Licensor in writing.
- The Licensor may terminate this Agreement and the Licensee’s access to the Software at any time, with or without cause, effective immediately if it believes in its sole discretion that the Licensee has breached the terms and conditions of this Agreement.
- In the event of termination of the Licensee’s account, you will be charged for any outstanding amounts owing at the end of the billing cycle and no refunds will be provided for any amounts remaining as part of the billing cycle.
- This Licence constitutes the entire agreement between the Licensor and the Licensee and supersedes all prior agreements concerning the subject matter. It may not be changed or terminated except by written agreement from the Licensor.
- If part of this Licence is invalid, illegal or unenforceable, then this will not affect the remainder of the agreement.
- Notices may be delivered by hand, facsimile email or certified mail to either the Licensor or the Licensee.
- The Licensor is not bound by any provisions of any purchase order, receipt, acceptance, confirmation, correspondence or otherwise unless the Licensor agrees to such provision in writing.
- This Licence shall be governed by the laws of the state of New South Wales in Australia, and any disputes arising hereunder shall be resolved only in the courts of New South Wales in Australia.