Terms of Service

Terms of Service

The following are the terms and conditions for use of the technology service offering (described herein as "Servis") between Servis Software (a registered business name of Retriever Communications Pty Ltd ABN: 73 076 394 002) and you (either an individual or a legal entity that you represent as an authorised employee or agent) ("You").

These Terms are binding on any use of Servis and apply to You from the time that Service Software provides You with access to the Servis.

By registering to use Servis You acknowledge that You have read, understood and agreed to these Terms and have the authority to act on behalf of any person for whom You are using Servis. You are deemed to have agreed to these Terms on behalf of any entity for whom you use Servis.

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Definitions

‍"Agreement" means these Terms of Service.

“Add-on” means an additional, activated service that enhances the Servis platform.

"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including Servis, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Data" refers to written and graphical content provided by or through Servis, including, without limitation, text, photographs, videos, recordings, files, illustrations, and designs, whether provided by You, another customer of the Service, or any other third party.

"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.

"Invited User" means any person or entity, other than You, that uses Servis with Your authorisation from time to time.

"Servis" means the online job management and ancillary services made available (as may be changed or updated from time to time by Servis Software).

"Servis Software" means Retriever Communications Pty Ltd ABN: 73 076 394 002 trading as Servis Software or Retriever Communications.

"Subscriber" means the person who registers to use Servis, and, where the context permits, includes any entity on whose behalf that person registers to use Servis. The Subscriber is the sole owner of the Servis account and its data and is displayed as the ‘AccountOwner’ within the account. The Subscriber may transfer account ownership through a secure, self-serve process within their account, upon which the new Account Owner will become subject to this Agreement.

"Usage Fee" means a monetary fee for Your use of and access to Servis, based on your level of usage or pricing plan, plus any additional costs associated with overages or add-ons activated within the Servis service, payable by You, in accordance with the fee schedule set out on the Website or within Servis as provided to You.

"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning."Website" means the Internet site at the domain Servis or any other site operated by Servis Software.‍

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Use of software

Servis Software grants You the right to access and use Servis via the Website and an iPhone, iPad or Android Smartphone with the particular user roles available to You. 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:

• the Subscriber determines who is an Invited User and what level of access to the relevant organisation and Service that Invited User has;
• the Subscriber is responsible for all Invited Users’ use ofServis;
• the Subscriber controls each Invited User’s level of access to the relevant organisation within Servis at all times and can revoke or change an Invited 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 an Invited User or shall have that different level of access, as the case may be;
• if there is any dispute between a Subscriber and an Invited User regarding access to any organisation, the Subscriber shall decide what access or level of access to the relevant Data within Servis that Invited User shall have, if any.

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Your obligations

Payment obligations

Servis Software will continue invoicing You in accordance with your pricing plan and Servis usage until this Agreement is terminated. All Servis Software invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay all amounts specified in any invoice by the due date.

You are solely liable for usage and accrued charges by You, or anyone else, that occurs on Your account, and You must pay all amounts specified in any invoice by the due date.

General obligations

You must only use Servis for Your own lawful business purposes, in accordance with these Terms and any notice sent by Servis Software or condition posted on the Website, and applicable laws. You may use Servis 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.

Access conditions

You must ensure that all usernames and passwords required to access Servis are kept secure and confidential. You must immediately notify Servis Software of any unauthorised use of Your passwords or any other breach of security. Servis Software may reset Your password and You must take any other actions that Servis Software reasonably deems necessary to maintain or enhance the security ofServis Software’s computing systems and networks and Your access to Servis.

As a condition of these Terms, when accessing and using Servis, You must:

• ensure all Your contact information provided in connection with the administration and use of Servis is always current, true and correct;
• not attempt to undermine the security or integrity of Servis Software’s computing systems or networks;
• not use, or misuse, Servis in any way which may impair the functionality of Servis or Website, or other systems used to deliver Servis or impair the ability of any other user to use Servis or Website;
• not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to accessor to the computer system on which Servis is hosted;
• not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that maybe offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets whichYou 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 Servis or to operate the Website.

Usage Limitations

Use of Servis may be subject to limitations, including but not limited to monthly transaction volumes.

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‍Indemnity

You indemnify Servis Software against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligationYou may have to Servis Software, including (but not limited to) any costs relating to the recovery of any Usage Fees that are due but have not been paid by You.

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Confidentiality and privacy

Confidentiality
Unless the relevant party has the prior written consent of the other or unless required to do so by law:

• Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, 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 this clause 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.

Privacy

Servis Software maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You should read that policy at www.Servis.com/privacy-policy and You will be taken to have accepted that policy when You accept these Terms.

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Intellectual property

General

Title to, and all Intellectual Property Rights in Servis, the Website and any documentation relating to Servis remain the property of Servis Software (or its licensors).

Ownership of Data

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Servis Usage Fee when due. You grant Servis Software a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use of Servis and for any other purpose related to provision of services to You.

Backup of Data

Servis Software 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. Servis Software expressly excludes liability for any loss of Data no matter how caused.

Third-party applications and your Data

If You enable third-party applications for use in conjunction with Servis, You acknowledge that Servis Software may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with Servis. Servis Software shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

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Warranties and acknowledgements

Authority

You warrant that where You have registered to use Servis 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 Servis 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.

Acknowledgement

You acknowledge that:

• You are authorised to use Servis and to access the information and Data that You input into Servis, including any information or Data input into Servis by any person you have authorised to use Servis.
• You are also authorised to access the processed information and Data that is made available to You through Your use of Servis(whether that information and Data is Your own or that of anyone else).
• Servis Software 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 Servis or access Servis on behalf of or for the benefit of anyone other than yourself (whether 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 who is given access to information or Data, and you agree that Servis Software has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
• You will indemnify Servis Software against any claims or loss relating to Servis Software’s refusal to provide any person access to Your information or Data in accordance with these Terms, or Servis Software making available information or Data to any person with Your authorisation. The provision of, access to, and use of, Servis is on an "as is " basis and at Your own risk. Servis Software does not warrant that the use of Servis will be uninterrupted or error free.
• Among other things, the operation and availability of the systems used for accessing Servis, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to Servis. Servis Software is not in any way responsible for any such interference or prevention of Your access or use of Servis.
• It is Your sole responsibility to determine that Servis meet the needs of Your business and are suitable for the purposes for which they are used.

No warranties

Servis Software gives no warranty about Servis. Without limiting the foregoing, Servis Software does not warrant that Servis 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.

Consumer guarantees

You warrant and represent that You are acquiring the right to access and use Servis 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 Servis, the Website or these Terms.

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Limitation of liability

To the maximum extent permitted by law, Servis Software excludes 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) or damage resulting, directly or indirectly, from any use of, or reliance on, Servis.

If You suffer loss or damage as a result of Servis Software negligence or failure to comply with these Terms, any claim by You against Servis Software arising from Servis Software's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Usage Fees paid by You in the previous 12 months.

If You are not satisfied with Servis, Your sole and exclusive remedy is to terminate these Terms in accordance with the Termination clause.

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Termination

Trial policy

You can evaluate Servis under a Free Trial, in accordance with this Agreement and the limitations of the trial, with no obligation to continue to use Servis.‍

No-fault termination‍

These Terms will continue while You continue to use Servis, provided You continue to pay the prescribed Usage 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 Usage 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.

Breach:

If:

• You breach any of these Terms (including, without limitation, by non-payment of any Usage Fees) and do not remedy the breach within14 days after receiving notice of the breach if the breach is capable of being remedied; or
• You breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any payment ofUsage Fees that are more than 30 days overdue); 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, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction; then

Servis Software may take any or all of the following actions, at its sole discretion:

• Terminate this Agreement and Your use of Servis and the Website;
• Suspend for any definite or indefinite period of time, Your use of Servis and the Website;
• Suspend or terminate access to all or any Data.

For the avoidance of doubt, if payment of any invoice for Usage Fees due in relation to Servis is not made in full by the relevant due date, Servis Software may: suspend or terminate Your use of Servis, the authority for all or any of Your Organisations to use Servis, or Your rights of access to all or any Data.

Accrued Rights

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 Servis HELP DESK

Technical Problems

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Servis Software. If You still need technical help, please check the support provided online by Servis Software on the Website (including Live chat)or email us at support@servissoftware.com.

Service availability

Whilst Servis Software intends that Servis should be available 24 hours a day, seven days a week, it is possible that on occasions Servis or Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason Servis Software has to interrupt Servis for longer periods than Servis Software would normally expect, Servis Software will use reasonable endeavours to publish in advance details of such activity on the Website.

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General

Entire agreement

These Terms, together with the Servis Software Privacy Policy and the terms of any other notices or instructions given to You under theseTerms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Servis Software relating to Servis and the other matters dealt with in these Terms.

Waiver

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.

Delays

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.

No Assignment

You may not assign or transfer any rights to any other person without Servis Software's prior written consent.

Governing law and jurisdiction

Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of orin connection with this Agreement.

Severability

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.

Notices

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 Servis Software must be sent to support@servissoftware.com or to any other email address notified by email toYou by Servis Software. Notices to You will be sent to the email address which You provided when setting up Your access to Servis and/or the email address listed as the Account Owner.

Rights of Third Parties

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.