These Terms are binding on any use of the service and apply to you from the time that SMARTPAD PRO provides you with access to the Service.
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 are using the service provided. You are deemed to have agreed to these terms on behalf of any entity for whom uses the service.
These Terms were last updated on December 1, 2019.
SMARTPAD PRO grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. 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 Subscriber and the Invited Users, or any other applicable laws:
An invoice for the Access Fee will be issued each month starting 2 months from the date You received access to Your SMARTPAD PRO account. All invoices will include the Access Fee for the succeeding period one month of use paid 1 month in advance. SMARTPAD PRO will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.
All SMARTPAD PRO invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 7 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee. Upon sign up to Smart Pad Pro you will be required to enter your credit card information into our subscription billing service, your monthly subscription will be automatically charged each month until this Agreement is terminated in accordance with clause 8. We have no obligation to provide you services or preserve any of your data in our system if your credit card charge is not accepted. It is your obligation to make sure that you have fully paid for the service.
Accounts with no activity for more than 24 months will be closed by us and will be assessed an account closing fee not to exceed the lesser of U.S. $25 (or its equivalent) or the balance in the account
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by SMARTPAD PRO or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), 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 Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, 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, You represent that You are permitted to make such communication. SMARTPAD PRO 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 Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, SMARTPAD PRO does reserve the right to remove any communication at any time in its sole discretion.
You indemnify SMARTPAD PRO against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to SMARTPAD PRO, 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.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of SMARTPAD PRO (or its licensors).
Title to, and all Intellectual Property Rights in, the Data remain the property of SMARTPAD PRO. Your access to the Data is contingent on full payment of the SMARTPAD PRO Access Fee when due. You grant SMARTPAD PRO a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
You must maintain copies of all Data inputted into the Service. SMARTPAD PRO adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. SMARTPAD PRO expressly excludes liability for any loss of Data no matter how caused.
If You enable third-party applications for use in conjunction with the Services, You acknowledge that SMARTPAD PRO may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. SMARTPAD PRO shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service 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:
SMARTPAD PRO gives no warranty about the Services. Without limiting the foregoing, SMARTPAD PRO does not warrant that the Services 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 Services 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 Services, the Website or these Terms.
SMARTPAD PRO will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
SMARTPAD PRO may take any or all of the following actions, at its sole discretion:
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, SMARTPAD PRO may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, 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:
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
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 SMARTPAD PRO’s prior written consent. Any assignment, transfer, or attempted assignment or transfer in violation of this agreement and will be void and of no force or effect. We and our subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time the Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity such as to our Affiliate(s).
This Agreement is governed by the laws of Australia and You submit to the exclusive jurisdiction and venue of the courts of Australia for all disputes arising out of or in connection with this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. Any claim against us will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party.
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 these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to SMARTPAD PRO must be sent to firstname.lastname@example.org to any other email address notified by email to You by SMARTPAD PRO. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect.
Except for your payment obligations, neither we nor you will have any liability under the Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our or your reasonable control.
You and we are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Agreement, neither you nor we will have any right, power, or authority to create any obligation or responsibility on behalf of the other and the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party.
By clicking on the “I Accept” or similar button, you create an electronic signature to the Agreement, establishing a contract. In doing so, you agree to accept these terms and conditions and any other agreement contained or referenced herein; you also agree that we may supply you a copy of the Agreement in electronic form.