3piecesoftware.com Terms Of Use

Acceptance of Terms

The Website is owned and operated by 3 Piece Software Pty Ltd ACN 068 024 466 ("we", "us").

By using either the public or secure areas of the Site, or by signing up to our mailing list, you (“you”) agree to be bound by the following agreement (“terms of use”) between you and us. These Terms of Use incorporate our privacy policy, and govern your access to and use of this Website.

If you do not agree to these Terms of Use, please exit this Website immediately.

Registered Users

This clause 2 applies to Registered Users only.

1. Registered Users Access

   1. Subject to these Terms of Use, from the date we provide you with a login ID and password to access secure areas of the Website (Registration Date), we grant you a limited, non-exclusive, non-transferable licence to use the Website to:
      1. access installers for our Software; and
      2. view Software subscription fee information.
   2. If you register as a user on behalf of a company, you represent and warrant that you are authorised to bind that company to these terms.
   3. If you cease to be a Registered User for any reason, we may immediately and without further notice revoke the licence granted in clause 2.1(a) and 2.2(b) (if applicable), and your right to use the Website will immediately be limited to the portions of the Website which do not require authentication details.
   4. If we in our absolute discretion determine that you have breached these Terms of Use, then in addition to our rights under clause 8, we may immediately and without further notice revoke the licence granted in clause 2.1(a) and 2.2(b) (if applicable).
   5. You agree to keep any login id and password we provide to you confidential and secure, and not disclose it to anyone.

2. Authorised Referrer Access

   1. This clause 2.2 applies to Authorised Referrers only.
   2. In addition to the access granted in clause 2.1(a), and subject to these Terms of Use, from the Registration Date, we grant you a limited, non-exclusive, non-transferable licence to use the Website to:
      1. register referrals; and
      2. view content relevant to Authorised Referrers.

Your Warranties and Obligations

1. By using this Website, you agree to:
   1. comply with these Terms of Use and all applicable laws and regulations;
   2. comply with our privacy policy and any other policy we publish on the Website from time to time; and
   3. use the Website in good faith.
2. You must not:
   1. send any material, or do anything which is unlawful, offensive, abusive, indecent, defamatory or menacing, or in breach of any rights of others;
   2. cause annoyance, inconvenience or needless anxiety to others; or
   3. collect information (including information about other users) for purposes outside these terms of use. In particular, you must not harvest information from the Website for commercial purposes without our prior consent.

Our Relationship with You

1. The Website

   For the duration of these Terms of Use we will:

   1. host and maintain the Website;
   2. provide the following in relation to the Website:;
      1. technical support by email; and
      2. system upgrades.

2. No representation

   Authorised Referrers are listed on the Website for your information only. We do not assess the services offered by Authorised Referrers. You acknowledge that you have exercised your own judgement as to the suitability for your purposes of any Authorised Referrer and the services offered by them. We do not make any representation about the quality or standard of any Authorised Referrer’s services.

3. Changes

   We may update these Terms of Use by posting the new version on the Website at any time and without separate notice to you. Your continued use of this Website after we post any changes to these Terms of Use constitutes your agreement to those changes effective from that date.

Intellectual Property Rights

1. The material on the Website is protected under Australian and international copyright and other laws governing protection of Intellectual Property rights. Intellectual Property rights in images, trade marks and other content on the Website are owned by their respective owners. You must not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, create derivative works from, adapt, or edit such materials.
2. You may post links to article pages on social media or other websites. Please contact us if you wish to re-post articles or images from this Website on another website, as some materials are subject to third party licences.

Disclaimers and Limitation of Liability

1. Disclaimers

   1. To the extent allowable by law:
      1. the Website is provided on an ‘as-is’ basis and we disclaim any warranty that the Website will be uninterrupted, error-free, lag-free, or that any errors will be corrected;
      2. the information, services and material contained on the Website are provided on an "as is" basis. We disclaim all representations and warranties, express or implied (other than those set out in these Terms of Use) with respect to such information, services, and material, whether provided by us, third party contractors or other Users, including without limitation, the fitness for any particular purpose of anything contained or referred to on the Website.
      3. we do not warrant, guarantee or make any representation that:
         1. the Website is free of viruses; or
         2. the functions contained on the Website are compatible with all browser and operating systems;
      4. the Website contains general information and material from many different sources. We make no representation and do not warrant that the information provided on the Website is complete, accurate, current or meeting any particular standard; and
      5. we take all reasonable efforts to maintain the security and confidentiality of the Website and any information or materials you upload to the Website, but we cannot ensure or guarantee the security of your information. For example, hacking, vandalism, hardware or software failure may affect the security and confidentiality of information or materials you provide, and we take no responsibility for such events.
   2. You acknowledge that you have exercised your own judgement as to the suitability of the Website for your purposes, and that you use the Website at your sole risk.
   3. We retain the right at our sole discretion to deny access to anyone to the Website, at any time and for any reason, including, but not limited to, violation of these terms and conditions.

2. Responsibility for Own Actions

   Each party agrees to release and hold harmless, indemnify and defend the other party and its Indemnified Officers against any Claim or Liability from or in relation to:

   1. its own negligence or malpractice, or reckless or intentional misconduct, and
   2. its own failure to perform its obligations and responsibilities under these Terms of Use.

3. Indemnity

   1. You agree to release and hold harmless, indemnify, and defend us and our Indemnified Officers against any Claim or Liability arising from or in relation to:
      1. the misuse of the Website by you or anyone whom you allowed to access the Website, whether deliberately or otherwise;
      2. your breach of any law or infringement of any third party rights including Intellectual Property rights; or
      3. any acts or omissions of anyone whom you allow to access the Website from time to time using the login ID and password provided to you, whether deliberately or otherwise; or
      4. your action, inaction, delay or breach of your obligations under these Terms of Use or your breach of any warranties under these Terms of Use.
   2. You agree to release and hold harmless us and our Indemnified Officers against any Claim or Liability arising from or in relation to:
      1. third parties, such as other Users or hosting providers;
      2. any downtime, interruption, hardware or software failure, or Consequential Loss of any kind;
      3. any loss or damage to persons or property (including data) caused by:
         1. the use of the Website;
         2. the inability to use the Website;
         3. the reliance on any information provided on the Website;
         by you or anyone whom you allowed to access the Website using the login ID and password provided to you;
      4. our reasonable actions in denying anyone access to the Website for security reasons;
      5. actions taken in relation to these Terms of Use in accordance with our obligations at law or any order issued by a court of law or relevant government authority, whether directly or indirectly arising in connection with the Website, even if we knew or should have known about the possibility of such loss or damage.
   3. You indemnify us for any reasonable legal expenses we incur as a result of your breach of these Terms of Use, on a solicitor and own-client basis.

4. Limitation of Liability

   To the fullest extent allowable at law:

   1. we only accept liability to you as set out in this clause 6, or as required by consumer or other laws which cannot be excluded by contract;
   2. indirect, special, pure economic or Consequential Loss (whether arising under contract or tort) are expressly excluded under these Terms of Use;
   3. our liability, and liability of our Indemnified Officers under these Terms of Use is limited to (at our election):
      1. supplying the services again; or
      2. payment of the cost of having the services supplied again; or
      3. a refund of the amount you paid us for those services.
   4. despite any other provision to the contrary, you agree that our total liability and the total liability of our Indemnified Officers in connection with these Terms of Use whether under contract or tort, will not exceed AUD100 in any circumstances.
   5. The limitation of liability under clause 6.4 has effect in relation both to any Liability expressly provided for under these Terms of Use and to any Liability arising by reason of the invalidity or unenforceability of any term of this agreement.

Links to Third Party Websites

This Website may provide links or references to other websites for your convenience. We do not control or endorse these websites, and are not responsible or liable for the accuracy, legality, or any other aspect of the content of such websites or for any damage or injury arising in connection with your access to such websites.

Termination of Access

1. If we in our absolute discretion determine that you have committed a breach of these Terms of Use, in particular the user warranties and obligations, we may immediately and without further notice to you, suspend your use of the Website by technical or other means.
2. Termination under this section does not limit the warranties given in clause 3.

Violations

Please support the Website and report any violations of these Terms of Use by contacting us by email.

General

1. Enduring clauses

   The parties’ rights and obligations under clauses 4.2, 5, 6, 7 and 10.2 will survive the termination of these Terms of Use for whatever reason.

2. Jurisdiction

   The laws of Western Australia, Australia apply to these Terms of Use and the parties submit exclusively to the courts of that jurisdiction.

3. Severability

   If any provision of these Terms of Use is ruled by a court to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision or part provision of these Terms of Use.

4. Waiver

   Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.

Definitions and Interpretation

1. Definitions

   In these Terms of Use:

   1. Authorised Referrer means a party who is bound by a current Authorised Referrer agreement.
   2. Claim means any claim notice, demand, investigation, action, proceeding, litigation, or judgment however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence) or statute and whether involving a party to these Terms of Use or third party.
   3. Consequential Loss includes, without limitation:
      1. loss of data or unauthorised disclosure of data; and
      2. loss of opportunity, loss of revenue, loss of anticipated profits or savings, expenses incurred through default or breach, wasted overheads, loss of contract, loss of bargain, loss of business, loss of production, loss of use, loss of goodwill, and all other pure economic loss; and
      3. disappointment, distress, stress, and inconvenience.
   4. Indemnified Officers means, in relation to a party, its directors, employees, contractors, agents and representatives.
   5. Intellectual Property means all intellectual property rights, including copyright, inventions, patents (including patent applications), trade marks (whether registered or not), designs (whether registrable or not), eligible circuit layout rights, domain name licences, and includes the right to register any intellectual property rights.
   6. Liability means any liability (whether actual or prospective), loss, damage, cost or expense of any description, including legal fees on a solicitor and own client basis.
   7. Registered User means a User who is bound by:
      1. a current software licence agreement for any one or more of our software solutions; and/or
      2. a current Authorised Referrer agreement.
   8. Website means the website which may be accessed at https://3piecesoftware.com/.
   9. Terms of Use means this agreement including schedules and appendices, if any.
   10. User means anyone accessing any part of the Website.

2. Interpretation

   The following rules of interpretation apply unless the context requires otherwise:

   1. a reference to a person includes a firm, a body corporate, an unincorporated association or an authority and vice versa;
   2. a reference to these Terms of Use or another document includes any variation, novation, replacement or supplement to any of them from time to time;
   3. a reference to a right or obligation of two or more persons confers that right, or imposes that obligation, as the case may be, jointly and severally;
   4. a reference to conduct includes any omission, representation, statement or undertaking, whether or not in writing;
   5. specifying anything in these Terms of Use after the words including, includes or for example or similar expressions does not limit what else might be included unless there is express wording to the contrary;
   6. nothing in these Terms of Use may be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.

Version

These Terms are dated 7 February 2017.