Terms of Use

Australia

Welcome
As part of the Service, GamutEDI Pty Ltd and/or its subsidiaries ("GAMUT") will provide you with use of the Service, including access to Internet-hosted software applications and data encryption, transmission and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the GAMUT website incorporated by reference herein, including but not limited to GAMUT's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
 

1. Privacy & Security; Disclosure
GAMUT's privacy and security policies may be viewed here. GAMUT reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted online application GAMUT occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.
 

2. Licence Grant & Restrictions
GAMUT hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by GamutEDI Pty Ltd and its licensors.
 

You shall not (i) licence, sublicence, sell, resell, transfer, assign, distribute or otherwise comercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy an ideas, features, functions or graphics pf the Service. User licences cannot be shared or used by more than one individual User byt may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
 

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with, disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks. 3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify GAMUT immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to GAMUT immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another GAMUT user or provide false identity information to gain access to or use the Service.
 

You are responsible to procure the equipment required to access and fully render the Services as detailed in section 27 of this Agreement.
 

4. Account Information and Data
GAMUT does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not GAMUT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and GAMUT shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), GAMUT will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. GAMUT reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and GAMUT shall have no obligation to maintain or forward any Customer Data.
 

5. Intellectual Property Ownership
GAMUT alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the GAMUT Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the GAMUT Technology or the Intellectual Property Rights owned by GAMUT. The GAMUT name, the GAMUT logo, and the product names associated with the Service are trademarks of GAMUT or third parties, and no right or licence is granted to use them.
 

6. Third Party Interactions
Certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different licence or other terms prior to your use of or access to such software, hardware or services.
 

7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licences requested times the User licence fee currently in effect. Payments must be made monthly in advance unless otherwise mutually agreed upon in the Order Form or through the Customer Support Centre. All payment obligations are non-cancellable and all amounts paid are non- refundable. You are responsible for paying for all User licences ordered for the entire Licence Term, whether or not such User licences are actively used. An authorised Licence Administrator may add licences by executing an additional written Order Form or using the Customer Support Centre. Added licences will be subject to the following: (i) added licences will be coterminous with the pre-existing Licence Term (either Initial Term or renewal term); (ii) the licence fee for the added licences will be the then current, generally applicable licence fee; and (iii) licences added in the middle of a billing month will be charged in full for that billing month. GAMUT reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
 

8. Goods and Services Tax
The fees payable under this Agreement are exclusive of GST. You must pay Gamut in addition to the fees, the amount payable by GAMUT as GST on each Taxable Supply as defined in A New Tax System (Goods and Services Act) 1999 ("Taxable Supply) made by GAMUT under this Agreement. You must pay that additional amount at the same time and in the same manner you pay the Service fees. GAMUT will provide you with a tax invoice for each Taxable Supply in a form which complies with the requirements of A New Tax System (Goods and Services Act ("Act")) 1999. In this sub-clause, GST means goods and services tax under A New Tax System (Goods and Services Act) 1999, and an expression defined in that Act but not defined in this Agreement, has the same meaning as in that Act.
 

9. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is the greater of 1 GB or an aggregate of 20 MB per User licence. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. GAMUT will use reasonable efforts to notify you when the average storage used per licence reaches approximately 90% of the maximum; however, any failure by GAMUT to so notify you shall not affect your responsibility for such additional storage charges. GAMUT reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
 

10. Billing and Renewal
GAMUT charges and collects monthly for use of the Service. GAMUT will continue to provide the Service as long as payment is made within 7 days of the issue of invoice and no termination notice is received by GAMUT from you. Fees for Other Services will be charged on an as-quoted basis. GAMUT's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on GAMUT's income.
 

You agree to provide GAMUT with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact and Licence Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, GAMUT reserves the right to terminate your access to the Service in addition to any other legal remedies.
 

Unless GAMUT in its discretion determines otherwise, fees are billed in Australian dollars and subject to GAMUT's standard payment terms and pricing schemes.
 

If you believe your bill is incorrect, you must contact us in writing within 7 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
 

11. Non-Payment and Suspension
In addition to any other rights granted to GAMUT herein, GAMUT reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to an administration fee equivalent to 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licences during any period of suspension. If you or GAMUT initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that GAMUT may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. GAMUT reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that GAMUT has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
 

12. Termination upon Expiration/ Reduction in Number of Licences
This Agreement commences on the Effective Date. The Initial Term will be mutually agreed upon in the Order Form, commencing on the date you agree to pay for the Service, or on the start date of the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at GAMUT's then current fees. Either party may terminate this Agreement or reduce the number of licences, effective only upon the expiration of the then current Licence Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), GAMUT will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that GAMUT has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
 

13. Termination for Cause
Any breach of your payment obligations or unauthorised use of the GAMUT Technology or Service will be deemed a material breach of this Agreement. GAMUT, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that GAMUT has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
 

14. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. GAMUT represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online GAMUT help documentation under normal use and circumstances. You represent that your billing information is correct.
 

15. Mutual Indemnification
You shall indemnify and hold GAMUT, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that GAMUT (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release GAMUT of all liability and such settlement does not affect GAMUT's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
 

GAMUT shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by GAMUT of its representations or warranties; or (iii) a claim arising from breach of this Agreement by GAMUT; provided that you (a) promptly give written notice of the claim to GAMUT; (b) give GAMUT sole control of the defence and settlement of the claim (provided that GAMUT may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to GAMUT all available information and assistance; and (d) have not compromised or settled such claim. GAMUT shall have no indemnification obligation, and you shall indemnify GAMUT pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
 

16. Disclaimer of Warranties
GAMUT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. GAMUT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GAMUT AND ITS LICENSORS.
 

17. Internet Delays
THE GAMUT ONLINE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GAMUT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
 

18. Limitation of Liability
IN NO EVENT SHALL GAMUT'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL GAMUT AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 

19. Additional Rights
Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
 

20. Other Services
You may request and GAMUT, at its sole discretion, may agree to offer you additional service ("Additional Services") for customisation of the Service, additional functionality, data import or export, system integration or functional enhancements which are not included in the Service. GAMUT will provide you with an Engineering Work Order ("EWO") with estimate of the required work. Fees and charges for Other Services are not included in the Service fee. Fees for Other Services will be invoiced separately.
 

21. Notice
GAMUT may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in GAMUT's account information, or by written communication sent by first class mail or pre-paid post to your address on record in GAMUT's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by pre-paid post) or 12 hours after sending (if sent by email). You may give notice to GAMUT (such notice shall be deemed given when received by GAMUT) at any time by any of the following: letter sent by confirmed facsimile to GAMUT at the following fax number +61 3 9821 5745; letter delivered by nationally recognised overnight delivery service or postage prepaid mail to GAMUT at the following address: GamutEDI Pty Ltd, Suite 34, 1st Floor, 431 St Kilda Road, Melbourne, VIC 3004 AUSTRALIA, addressed to the attention of: Chief Financial Officer.
 

22. Modification to Terms
GAMUT reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on its Website at www.gamutedi.com.au. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
 

23. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of GAMUT but may be assigned without your consent by GAMUT to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of GAMUT directly or indirectly owning or controlling 50% or more of you shall entitle GAMUT to terminate this Agreement for cause immediately upon written notice.
 

24. General
This Agreement shall be governed by the laws of Victoria and the Commonwealth of Australia, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Melbourne, Victoria. No text or information set forth on any other purchase order, pre-printed form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and GAMUT as a result of this agreement or use of the Service. The failure of GAMUT to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GAMUT in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and GAMUT and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
 

25. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
 

"Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Customer Support Centre, and any materials available on the GAMUT website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by GAMUT from time to time in its sole discretion;
 

"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
 

"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;
 

"Effective Date" means the date this Agreement is executed;
 

"Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);
 

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
 

"Licence Administrator(s)" means those Users designated by you who are authorised to purchase licences by executing written Order Forms and to create User accounts and otherwise administer your use of the Service;
 

"Licence Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s);
 

"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licences and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
 

"Support Centre" means GAMUT's support services that allow the Licence Administrator designated by you to, among other things, add additional Users to the Service;
 

"GAMUT Technology" means all of GAMUT's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by GAMUT in providing the Service;
 

"Service(s)" means the specific edition of GAMUT online identified during the ordering process, developed, operated and maintained by GAMUT, to which you are being granted access under this Agreement, including the Gamut Technology;
 

"User(s)" means your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by GAMUT at your request).
 

26. System Requirements
For information about latest system requirements, refer to the GAMUT website (www.gamutedi.com.au)

27. VAN Services
GAMUT resells Value Added Network (VAN) services through third party providers. It is a condition of your use of the Service that you consent to use the services of the VAN service provider appointed by GAMUT and pay all costs associated with the provision of the VAN services.

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@gamutglobal.com