There are many aspects of the site which can be viewed without providing personal information, however, for access to some features you are required to submit personally identifiable information. This may include, but is not limited to, your email address and name.
Use of your personal information
For each visitor to reach the site, we expressively collect the following non-personally identifiable information, including but not limited to browser type, version and language, operating system, pages viewed while browsing the site, page access times and referring website address. This collected information is used solely internally for the purpose of gauging visitor traffic, trends and delivering personalized content to you at this site.
Terms and Conditions
These Terms of Service are intended to explain our obligations as a service provider and Your obligations as a paying customer. Please read them carefully.
If you are on a free trial, or otherwise not paying for the System, then the only parts of these Terms of Service that apply to you are included in the “Addendum for Free Trial and Non-Paying Users”. Please read them carefully.
These Terms were last updated on 31 July 2015 and are binding on You and apply to any use of the System that Vuid provides from time to time.
Vuid is continuously improving or evolving the System and Apps and therefore Vuid reserves the right to change these terms. Any change to these Terms of Service will apply immediately on and from our communication of any changes to You. We may communicate those changes in a way which we determine is appropriate, which may be by email or notice on our website. These terms are not intended to answer every question or address every issue raised by the use of the Vuid System.
It is Your obligation to ensure You have read, understood and agree to the most recent terms available on the Website. By accessing the Vuid System You acknowledge and agree You have read and understood these terms. If you are an employee, agent or contractor of our Customer, you warrant to Vuid that you have the authority of our Customer to access or act on their behalf.
DEFINITIONS & INTERPRETATION
“Agreement” means these Terms of Service.
“Access Fee” means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule and currency set out on the Website (which Vuid may change from time to time on notice to You).
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the System but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Consequential Loss” means any loss of production, loss of use, loss of profit, loss of revenue, loss of income, loss of business, loss of anticipated savings, loss of rent, any financing costs or increased operating costs, or loss of opportunity.
“Customer” means the person who registers to use the System, and, where the context permits, includes any entity on whose behalf that person registers to use the System.
“Data” means any data inputted, uploaded or transmitted by You or with Your authority into, within or from the System.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“System” (or Systems) means the online business management apps or software made available and associated services provided (as may be changed or updated from time to time) by Vuid via the Website and any associated apps or software.
“User” means any person or entity that uses the System with the authorisation of one or more Customers from time to time.
“Vuid” means the company which grants You the right to use the System and to which You pay the Access Fee. At the date of this Agreement that company is Vuid Pty Ltd ACN 601 764 149.
“Vuid Group” means Vuid Pty Ltd and all related bodies corporate, and all associated entities, including its officers, directors, employees and shareholders thereof.
“Website” means the Internet sites at the domain, or subdomains, at Vuid.com or any other site operated by Vuid.
“You” means the Customer, and where the context permits, a User. “Your” has a corresponding meaning.
USE OF THE SYSTEM
Vuid grants You the right to access and use the System via the Website apps or software. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Customer and the Users or any other applicable laws:
the Customer determines who is a User and what level of user role access to the relevant organisation and System that User has;
the Customer is responsible for all Users’ use of the System;
the Customer controls each User’s level of access to the relevant organisation and System at all times and can revoke or change a User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a User or shall have that different level of access, as the case may be;
if there is any dispute between a Customer and a User regarding access to any organisation or System, the Customer shall decide what access or level of access to the relevant Data or System that User shall have, if any.
An invoice for the Access Fee and any related services will be issued each month starting one month from the date You added Your first organisation to Your Vuid account. All invoices will include the Access Fee for the preceding period of use. Vuid will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.
All Vuid invoices will be available to You by email or download from the Website. You must pay or arrange payment of all amounts specified in any invoice by the due date on the invoice. If you have setup auto-billing arrangements with Vuid then Vuid will deduct the payment automatically under the terms of those arrangements. You are responsible for payment of all taxes and duties in addition to the Access Fee.
Without limiting the above, the following example is given:
If Your billing period (determined in accordance with clause 3.1) starts on 9 July, payment of the Access Fees for that period will be due and payable on 9 August, and so on.
You must only use the System and Website for lawful purposes, in accordance with these Terms and any notice sent by Vuid or condition posted on the Website.
You may not use the System to gain competitive information about Vuid or the System.
You must ensure that all usernames and passwords required to access the System are kept secure and confidential. You must immediately notify Vuid of any unauthorised use of Your passwords or any other breach of security and You must take all other actions that Vuid reasonably deems necessary to maintain or enhance the security of Vuid’s computing systems and networks and Your access to the System.
As a condition of these Terms, when accessing and using the System, You must:
not attempt to undermine the security or integrity of Vuid’s computing systems or networks or, where the System is hosted by a third party, that third party’s computing systems and networks;
not use, or misuse, the System in any way which may impair the functionality of the System or Website, or other systems used to deliver the System or impair the ability of any other user to use the System or Website;
not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the System is hosted;
not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the System or to operate the Website except as is strictly necessary to use either of them for normal operation.
Depending on which instance of the System You are accessing Your use of the System may be subject to limitations, including but not limited to data storage, feature sets, and the number of requests You are permitted to make against Vuid’s application programming interface.
As a condition of these Terms, if You use any communication tools available through the Website (such as email, chat, file notes, text messages, forums), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the System, including (but not limited to): offers of goods or services for sale on any forum or chat, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website that is viewable by the general public, You represent that You are permitted to make such communication. Vuid is under no obligation to ensure that the communications on the Website are legitimate, or that they are related only to the use of the System. As with any other web-based System, You must exercise caution when using the communication tools available on the Website. Vuid is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the System. However, Vuid does reserve the right to remove any communication at any time in its sole discretion.
You indemnify the Vuid Group against: all claims, costs, damage and loss arising from Your breach of any of these Terms or obligations, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will take all reasonable steps to preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, take deliberate steps to disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party’s obligations under this clause will survive termination of these Terms.
The provisions of the confidentiality clauses above shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
is independently developed without access to the Confidential Information.
Title to, and all Intellectual Property Rights in the System, the Website and any documentation relating to the System remain the property of Vuid (or its licensors).
Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data You input remain Your property. However, Your access to the Data is contingent on full payment of the Vuid Access Fee when due. You grant Vuid a license to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the System and for any other purpose related to provision of Systems to You.
Backup of Data:
Vuid adheres to its best practice policies and procedures to prevent data loss, including a daily system data backup regime, but does not make any guarantees that there will be no loss of Data. Vuid expressly excludes liability and You agree to release Vuid for any loss of Data no matter how caused.
You must maintain copies of all Data inputted into the System. Vuid cannot provide an exported backup of your Data at this time.
Third-party applications and your Data.
If You enable third-party apps for use in conjunction with the System, You acknowledge that Vuid may need to allow the providers of those third-party apps to access Your Data as required for the interoperation of such third-party apps with the System and other apps. Vuid shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party app providers.
Ownership and Protection of Proprietary Rights.
You acknowledge that the Intellectual Proprietary Rights in the System belong exclusively to Vuid and that You will not dispute such ownership. In the event that Vuid provides new features or Systems based on requests or suggestions made by You, You acknowledge that any such new features or Systems belong exclusively to Vuid, and that You will not be compensated for the request or suggestion.
You also acknowledge that some Intellectual Property Rights associated with third party applications may be those of other parties other than Vuid. You should make yourself aware of and are responsible for complying with any such obligations when using a third party application in conjunction with the System.
WARRANTIES AND ACKNOWLEDGMENTS
You warrant that where You have registered to use the System on behalf of another person or entity, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the System You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
You are authorised to use the System and the Website and that You are authorised to access the information, including processed information and Data that is made available to You through Your use of the System or the Website (whether that information and Data is Your own or that of anyone else).
Vuid has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the System or access the Website on behalf of or for the benefit of anyone other than yourself (whether as a body corporate or otherwise) you agree that:
You are responsible for ensuring that You have the right to do so;
You are responsible for authorising any person (including any requests by any government) who is given access to information or Data, and you agree that Vuid has no obligation to provide any person access to such information or Data without your authorisation and may refer any requests for information or Data to You to address; and
You will indemnify Vuid against any claims or loss, including legal costs and expenses, relating to:
Vuid’s refusal to provide any person access to Your information or Data in accordance with these Terms; and
Vuid’s making available information to any person with Your authorisation.
The provision of, access to, and use of, the System is on an “as is” basis and at Your own risk.
Vuid does not warrant that the use of the System will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the System, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the System. Vuid is not in any way responsible for any such interference or prevention of Your access or use of the System.
It is Your sole responsibility to determine that the System meets the needs of Your business and are suitable for the purposes for which they are used. Without limiting the generality of this responsibility or other terms of this Agreement, this includes any policy with respect to the protection of any sensitive Data uploaded to the System. You are solely responsible for any and all legal obligations concerning the protection of Your Data however they arise.
You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
Any configurations of the System (such as workflows, document templates, system settings, and knowledge base contents, etc) supplied by Vuid are for Your convenience only, and it is solely up to You to determine if they are suitable for the purposes for which they are used.
Vuid reserves the right to refuse or reclaim any usernames or other Customer or User identifiers, for any reason and at any time, without liability. Without limiting this right, Vuid recommends that You ensure that in selecting a username or identifier, that it is not likely to be offensive or inappropriate, that it is unique and you have the right to use it, (ie. it is not the subject of an existing trademark or other intellectual property right of an unrelated third party). Where usernames or other Customer or User identifiers are refused or reclaimed by Vuid pursuant to this clause, Vuid will make a reasonable attempt to preserve the existing Data in preparation of a shift to a new username or User or Customer identifier.
Vuid gives no warranty about the System. Without limiting the foregoing, Vuid does not warrant that the System will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
You warrant and represent that You are acquiring the right to access and use the System for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the System, the Website or these Terms.
Warranty regarding storage of copyright material
In addition to any other warranties, You warrant to Vuid and promise that when using the System, You will not directly or indirectly cause any infringement of any law by copying, uploading, downloading, storing, transmitting, sharing or distributing any material that infringes any law, including various copyright laws.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, Vuid excludes and is released from all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings), injury or damage including to any property, rights or thing resulting, directly or indirectly, from any use of, or reliance on, the System or Website (which shall include use of any third party application).
If You suffer loss or damage as a result of Vuid’s negligence or failure to comply with these Terms, any claim by You against Vuid arising from Vuid’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months. Notwithstanding any other provision of this Agreement, Vuid will not be liable to You or any of your related or associated paries in contract, tort or otherwise for any Consequential Loss related to or connected with this Agreement. By using the System You agree that this limitation of Vuid’s liability and exclusion of consequential loss is necessary and reasonable in order to protect Vuid from unknown risks disproportionate to the fees charged.
If You are not satisfied with the System, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
No Prepaid Subscriptions
Vuid does not offer pre-paid subscriptions and is not able to pro-rata payments for a monthly billing period. In the case of any pre-payment by You, Vuid will not be required to provide any refund for any remaining period.
These Terms will continue for the period covered by the Access Fee paid or payable.
At the end of each monthly billing period these Terms will automatically continue for another month, provided You continue to pay the prescribed Access Fee when due.
Either party may terminate these Terms and the Agreement by giving notice to the other party before the end of the current payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees for each full monthly billing period.
Without limiting the above, for example:
If a party elects to terminate this Agreement on the 12 September for a billing cycle that started on the 9 September (as per clause 3.1), You will be liable for Access Fees up to midnight on 8 October and these Terms and any access to the System will cease on and from that time.
You breach any of these Terms (including, without limitation, by non-payment of any Access Fees by the due date);
You breach any of these Terms and the breach is not capable of being remedied; or
You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, bankrupt or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, then
Vuid may take any or all of the following actions, at its sole discretion:
Immediately terminate this Agreement and Your use of the System and the Website;
Suspend for any definite or indefinite period of time, Your use of the System and the Website;
Suspend or terminate access to all or any Data;
Take either of the actions above in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees which is due and payable is not made in full by the relevant due date, Vuid may: suspend or terminate Your use of the System, the authority for all or any of Your Organisations to use the System, or Your rights of access to all or any Data.
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the System and the Website.
Deletion of Data:
Vuid is entitled to delete all copies of your Data at any time following termination of this Agreement.
Expiry or termination:
Clauses 3.1, 3.6, 4, 5, 6, 7, 8. 10 and 11.5 survive the expiry or termination of this Agreement.
TECHNICAL SUPPORT AND HOSTING
In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Vuid. If you still need technical help, please check the support information provided on the Website.
The limited support provided on the Website is not intended to be a replacement for end-user training, system configuration, or consulting.
While Vuid intends that the System will be available to You twenty-four (24) hours a day, seven (7) days a week, it is possible that on occasions the System or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Vuid has to interrupt the System for longer periods than Vuid would normally expect, Vuid will use reasonable endeavours to publish in advance details of such activity on the Website, unless such downtime is caused by circumstances beyond the immediate control of Vuid.
The System and Your Data may be hosted by Vuid or any number of other third parties in various locations and jurisdictions within or outside of Australia, as Vuid deems appropriate. You and other Users will be able to connect to the System from anywhere in the world via the Internet and thus some of your Data may also be transmitted from time to time outside of one jurisdiction to another in response to Your or a User’s actions or queries. By accessing the System and uploading Your Data You consent to the transmission. You are otherwise solely responsible for making your own judgment about whether these Terms for where your Data will be stored or transmitted is appropriate having regard to Your statutory, contractual or other legal obligations.
Attempt to resolve
Vuid wants to address your concerns without needing to revert to formal legal proceedings. Therefore, before filing a claim against Vuid in any court or tribunal, you agree to first try to resolve the dispute informally by contacting firstname.lastname@example.org. Vuid will use its best efforts to try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, subject to clause 10.2 applying, either You or Vuid may commence formal legal proceedings in the relevant jurisdiction referred to below.
You and Vuid agree to resolve any claims relating to these Terms or the System and services Vuid provides, through final and binding arbitration, unless the exceptions below apply.
If Vuid considers the asserted claims are more appropriately dealt with by a court;
The matter is of a serious nature that requires injunctive relief to stop unauthorised use or abuse of the System or the Website, Confidential Information, Intellectual Property infringement.
You and Vuid agree to appoint the arbitrator, being an independent expert in the field of technology, contract law and such other technical subject matter as is appropriate for the issues in dispute, recommended by the President of the Queensland Law Society. Unless Vuid agrees otherwise, the arbitration will be held in Brisbane, Queensland.
Each party agrees to bear its own costs associated with the arbitration. Unless the matter is deemed frivolous by the arbitrator, Vuid will not seek to recover its legal costs and expenses.
You may only resolve a dispute with Vuid on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without Vuid’s prior written consent.
Governing law and Jurisdiction:
You accept Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Queensland, Australia for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Vuid must be sent to email@example.com or to any other email address notified by email to You by Vuid. Notices to You will be sent to the email address which You provided when setting up Your access to the System.
Rights of Third Parties:
A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.
Addendum for Free Trial and Non-Paying Users
The only terms that apply to free trial non-paying users are listed in this addendum, and, unless specifically referenced in this addendum, none of the other terms apply.
The following sections of the preceding Terms of Service apply to free trial and non-paying users:
Use of System
Your Obligations Except For “Payment Obligations”
Confidentiality and Privacy
Intellectual Property Except For “Backup Of Data”
Warranties and Acknowledgements
Limitation of Liability
The following additional terms apply to free trial non-paying users and if any conflict or doubt arises these additional terms will prevail:
When You first sign up for access to the System, You can evaluate the System under the defined trial usage conditions at the relevant time, with no obligation to continue to use the System. If You choose to continue using the services thereafter, You will be requested to provide your payment details and charged from the day the trial usage period ends (regardless of when Your billing details are entered into the System). If You choose not to continue using the System, You may cancel Your account in the relevant section.
Vuid may terminate your use of the System at any time and for any reason;
You agree that your Data has no commercial value and that Vuid may delete your Data from the System upon termination of the free trial period if Your billing details have not been added.