Terms & Conditions and Privacy
REI Master(REICloud) Licence Agreement Terms and Conditions
For products and services made available by REI Master Pty Ltd (ACN 107 267 434, ABN 82 691 456 526) (REI Master®, REI Cloud®, EzyRez®), trading as REI Master, REI Cloud, EzyRez, (we, us) located at 3/142 Siganto Dr Helensvale, QLD, Australia 4212.
I, you, your, the Client, refers to the person or entity entering into this license agreement with REI Master.
It is agreed:
DEFINITIONS
In this agreement, unless the context clearly indicates otherwise:
Subscription means REI Master shall in consideration for The Client paying an access fee per calendar month (inclusive of GST) or such other fee as determined by REI Master from time to time (Access Fee) provide The Client with access to REI Master’s Application known as REI Master, or REI Cloud, or EzyRez.
Applicable Law means:
(a) any Act of Parliament (Commonwealth or State) applicable to the performance of the Services; and
(b) Privacy Laws,
in all cases together with any delegated legislation such as rules, regulations made under it and includes any amendment, variation or re-enactment or replacing legislation.
Consequential Loss means loss that is indirect loss, consequential loss, loss of income or revenue, loss of profits, or loss of savings.
Corporations Act means the Corporations Act 2001 (Cth).
The Client means, the person, persons or entity, entering into this agreement with REI Master having responsibility for all users managed by The Client and settlement of accounts and other matters.
Users means the users of REI Master’s Application as managed by The Client, who are entering into this agreement with REI Master.
Initial Term has the meaning of 12 calendar months.
Further Term has the meaning of a rolling annual (12 calendar month) agreement unless otherwise specified in writing.
Casual Term has the meaning of a rolling month to month (1 calendar month) agreement unless otherwise specified in writing.
Intellectual Property Rights means all and any patents, patent applications, trade marks, service marks, trade names, registered designs, unregistered design rights, copyrights, know how, trade secrets, domain names, internet addresses, rights in Confidential Information, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same now or in the future.
Personal Information has the meaning given under the Privacy Act 1988 (Cth).
REI Master’s Application means any software application, web application, mobile device application or other software product and/or service made available by REI Master from time to time, and includes the database structure and all components and parts of REI Master’s applications that facilitate an End User to access those applications and services to make use of REI Cloud during the Term.
Term means the Initial Term and any Further Term, subject to termination/cancellation in accordance with this agreement.
INTERPRETATION
In this agreement, unless the context clearly indicates otherwise:
· a reference to this agreement or another document means this agreement or that other document and any document which varies, supplements, replaces, assigns or novates this agreement or that other document;
· a reference to legislation or a legislative provision includes any statutory modification or substitution of that legislation or legislative provision and any subordinate legislation issued under that legislation or legislative provision;
· a reference to a clause or an annexure is a reference to a clause or an annexure of this agreement;
· annexures form part of this agreement;
· a reference to a person includes a natural person, corporation, statutory corporation, partnership, the Crown or any other organisation or legal entity;
· a reference to a corporation includes its successors and permitted assigns;
· a reference to a right or obligation of a party is a reference to a right or obligation of that party under this agreement;
· a requirement to do any thing includes a requirement to cause that thing to be done and a requirement not to do any thing includes a requirement to prevent that thing being done;
· including and includes are not words of limitation;
· the words at any time mean at any time and from time to time;
· a word that is derived from a defined word has a corresponding meaning;
· monetary amounts are expressed in Australian dollars;
· the singular includes the plural and vice-versa;
· words importing one gender include all other genders; and
· a reference to a thing includes each part of that thing.
CHOICE OF LAW
These terms and conditions are subject to the Laws of the State of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland. You agree to bear reasonable costs in relation to our compliance with any lawful request from any Law Enforcement agency in relation to your use of our Materials.
VARIATION
These Terms and Conditions may be varied by REI Master by giving 14 days notice of variation to you, accessible through in app pop ups and the Terms and Conditions link.
ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties regarding the matters set out in it and supersedes any prior representations, understandings or arrangements made between the parties, whether orally or in writing.
COMPULSORY ACCEPTANCE
It is a condition of use of the REI Master products and services that all clients and all of their Users must agree to REI Master’s most recently published Terms and Conditions. Users who do not agree with these Terms and Conditions will not be granted access to REI Master’s products and services.
SEVERANCE
If any clause or part of any clause of these Terms and Conditions is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms and Conditions without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
RELATIONSHIP OF PARTIES
These Terms and Conditions do not create a principal and agent, joint venture, partnership or fiduciary relationship between the parties.
METHODS OF COMMUNICATION
REI Master’s primary method of communicating with clients will be to the Users nominated email address. It is the client’s responsibility to ensure that emails from us are not blocked, junked or otherwise unable to be delivered. We will also contact you on your nominated phone number(s).
You may contact us through our customer portal within the REI Master Application or by phone on +61 7 5519 5955 or email admin@reimaster.com.au.
SOFTWARE LICENCE
Software, database design, products, online and other services (REI Master’s Materials) are made available to the Client by way of a limited Licence to use REI Master’s materials granted by REI Master in return for payment of subscription and other fees by the Client. This licence is not transferrable and remains the property of REI Master. The Client is responsible for supply, installation and maintenance of equipment, internet access and other technology and software required by the Client to access the licenced REI Master Materials. The software is licensed per definable business operation, and/or Community Title Scheme, considering the geographic delivery of your business service(s), and solely at REI Master’s discretion.
RISK
1. Nothing in these terms and conditions excludes, restricts or modifies any condition, warranty, right or liability implied in these terms and conditions or protected by law to the extent that such exclusion, restriction or modification would render these terms and conditions or any provision of these terms and conditions void, illegal or unenforceable. Subject to that, any condition, warranty, right or liability which would otherwise be implied in these terms and conditions or protected by law is excluded.
2. In utilising the REI Master products and services, you agree to maintain Professional Indemnity, Cyber Liability and Business Interruption insurance to a level in line with your ongoing business activity and risk.
3. You acknowledge and agree that breaches of any of the conditions contained herein by you, and any of your employees, contractors, subcontractors, associated entities or any third party accessing your service may cause damage to REI Master, its associated entities, officers, employees, agents, contractors and service providers.
4 . In using this service, you agree at all times to indemnify and hold harmless REI Master and each of its associated entities, officers, employees, agents, contractors and service providers (“those indemnified”) from and against any action, claim, demand, loss, damage, damages, expense or liability (including legal costs on a solicitor and own client basis) incurred or suffered by any of those indemnified which arises from: (a) any breach by you or any of your officers of these terms and conditions; or (b) any wilful, unlawful or negligent act, error or omission by you or any of your officers, employees, agents or contractors.
5. Without limiting the foregoing and to the maximum extent permitted by law, you release and hold harmless REI Master, it’s related bodies, subcontractors and employees from any action, claim, demand, loss, damage, damages, expense or liability arising from or in connection with your use of, or inability to use, the REI Master products and services.
6. At REI Master’s discretion, we may seek any and all remedies available to us under law to our satisfaction and conclusion. You agree to bring to our attention as soon as practicable details of any breaches, or suspected breaches of these conditions, in order to mitigate the possibility of risk and damage to all parties.
7. Whilst every effort will be made by REI Master to ensure that the products and services meet your needs to the maximum extent permitted by law, the REI Master products and services are supplied “as is”, with all “faults” and REI Master gives no express guarantees or warranties in respect of the products and services.
8. If REI Master fails to comply with any statutory guarantee which by law may not be excluded, then to the extent the law permits REI Master to do so, the liability of REI Master for any breach of such guarantee shall be limited, at the election of REI Master, to providing you with any one or more of the following remedies: (a) supplying the products or services to you again; (b) providing equivalent products or services to you; (c) paying for the cost of having the products or services supplied again; or (d) payment of the cost of having equivalent products or services supplied.
9. In using the REI Master products and services, you accept and agree that REI Master will not be responsible or liable for any special, incidental or consequential damages (whether in tort or in negligence including but without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of, lack of use of, or the inability to use the REI Master products and services. You agree that it is your responsibility to choose software, products and services that meet your needs.
10. Should you suffer loss or damage as a result of our negligence or failure to comply with these terms and conditions and we are unable at law to exclude liability, then any claim by you against us arising from our negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the value of the subscription fees paid by you in the previous 12 months or $500.00 whichever is the lesser.
SERVICE CONTINUITY
Despite anything else in this agreement, REI Master does not undertake, warrant or guarantee that the Client’s access to the REI Master Products and Services will be uninterrupted, continuous or error free. The client acknowledges and agrees that the Client’s use of the REI Master products and services is dependent on, and affected by a number of factors outside the reasonable control of REI Master, including systems, hardware, software and any services of suppliers to REI Master. In the event of a general failure of the REI Master products and services being accessible by the client, REI Master will use reasonable commercial endeavours to restore access to the REI Master products and services with the minimum practical delay.
The client acknowledges that from time to time both REI Master and suppliers to REI Master will conduct routine and other maintenance on the REI Master products, services, supporting systems and infrastructure and the client agrees that, during the period of such maintenance, the client may not be able to access or use the REI Master products and services.
INTELLECTUAL PROPERTY RIGHTS
1. REI Master retains ownership of all Intellectual Property Rights in REI Master’s Application and materials and nothing transfers any ownership of any of REI Master’s Application or materials to the Client.
2. All Intellectual Property Rights discovered, created, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with the performance of the product and services and development of REI Master’s Application, database, database design, files, processes and procedures (Created Materials), vest in and are immediately assigned to REI Master upon creation.
3. The Client must not modify, translate, reverse engineer or attempt to reverse engineer, recompile, disassemble, tamper with, create derivative works based on, combine with other software or copy REI Master’s Application or materials in whole or in part.
TERM
The Initial Term commences on the date of creation of the client’s account. Upon expiry of the Initial Term, if neither party has provided written notice of cancellation or alteration to a Casual Term, the term shall be automatically extended by the period specified as the Further Term. Upon expiry of the Further Term, if neither party has provided written notice of cancellation or alteration to a Casual Term, the term shall be automatically extended by the period specified as the Further Term. Upon expiry of a Casual Term, if neither party has provided written notice of cancellation or alteration to a Further Term, the term shall be automatically extended by the period specified as the Casual Term.
WARRANTY
The client warrants to REI Master that the Client has the requisite power, authority, rights, permits, licences, authorisations and accreditations to enter into this agreement and carry out the obligations under this agreement and has where necessary sought professional advice as to both the client’s and REI Master’s obligations under this agreement. The client warrants to REI Master that the client is fully aware of, and agrees to without exception, to these terms and conditions.
SOFTWARE SUBSCRIPTION
The subscription commences from the date of creation of the Client’s account and is payable monthly in advance. The subscription is a compulsory and ongoing component while using the software and services. The continual use and access to the software and services is dependent on the monthly subscription and all other invoices being paid in full. The monthly subscription payment and acceptance of the terms and conditions must be maintained until the use of the software and services is no longer required.
The subscription entitles subscribers to:
A) use the software and services;
B) all upgrades and updates for only the module subscribed to;
C) access to telephone/internet/email support.
The client agrees to use the REI Master products and services for lawful purposes only.
CANCELLATION BY THE CLIENT
Cancellation within the initial contracted period (Cancellation within Initial Term)
The client may, at their discretion cancel their subscription by giving one month’s written notice to REI Master and by paying out in full the balance of any contracted subscription amounts for the Initial Term and outstanding accounts.
Cancellation within the ongoing contracted period (Cancellation during Further Term)
The client may, at their discretion cancel their subscription by giving one month’s written notice to REI Master and by paying out in full the balance of any contracted subscription amounts for the Further Term and outstanding accounts.
Cancellation outside of a contracted period (Cancellation within Casual Term)
The client may, at their discretion cancel their subscription by giving one month’s written notice to REI Master and by paying out in full the balance of any contracted subscription amounts for the Casual Term and outstanding accounts.
CANCELLATION BY REI MASTER
Cancellation within the initial contracted period (Cancellation within Initial Term or Further Term)
REI Master may, at REI Master’s discretion, cancel the client’s subscription if the client fails to comply with these Terms and Conditions by giving one month’s written notice to the client’s nominated email address, and by refunding any payments made by the client for subscription in advance.
Cancellation outside the initial contracted period (Cancellation within Casual Term)
REI Master may, at REI Master’s discretion cancel the client’s subscription by giving one month’s written notice to the client’s nominated email address.
Cancellation/suspension due to an outstanding account
REI Master may, at REI Master’s discretion cancel or suspend the client’s subscription immediately by giving written notice to the client’s nominated email address.
Cancellation/suspension for convenience at any time
In extreme situations, in order to protect REI Master’s business interests, client or clients, staff, contractors, third parties, intellectual property, exposure to risk or other circumstance at REI Master’s discretion, REI Master may, at REI Master’s discretion cancel or suspend the client’s subscription immediately by giving written notice to the client’s nominated email address, without refund or redress by the client.
PRICING
All pricing and amounts quoted are in Australian Dollars ($AUD) and include GST.
For changes to the pricing or the included features, of the subscription tier feature set subscribed to by the client, we will provide approximately one month’s written notice to your nominated email address.
Pricing and what is included in each subscription tier is at the complete discretion of REI Master.
From time to time, new billable products and services, or subscription tiers will become available for the client's consumption.
REI Master will not change the subscription pricing, reduce included features or subscription tier feature set while the client is within their initial term of contracted subscription.
The client warrants to REI Master that the client will check that any invoice issued by REI Master is true and correct for their business needs, within 7 days of issue by REI Master, and notify REI Master of any discrepancies or errors in writing within 14 days.
The client warrants that should the Client be capable of consuming a REI Master Product or Service by way of available feature, feature set, product or service, due to the Client's subscription level, then the Client is responsible for payment for the set fees and charges for that subscription level, even if the Client in retrospect, subscribed to that subscription level, product or service, feature or feature set due to an error on behalf of the Client or REI Master.
PAYMENT METHODS
Direct Debit
Our preferred payment method for all products and services is by Direct Debit from any Australian bank account. Payment by Direct Debit does not incur the Client any additional fees, charges or handling costs.
Payment by Credit Card
We are charged credit card processing fees and merchant fees by our bank (NAB) and our Online Merchant Gateway provider (eWay). Our policy is to on charge these fees to our clients at cost. For payments by credit card a fee of 2% of the billed amount plus 44c per transaction will apply. Additional fees and handling costs may apply.
Other Payment Methods
Payment by Direct Credit is available by special arrangement. We do not accept cheques or cash. Additional fees and handling costs may apply.
Currency
Payments for our products and services are made in Australian Dollars ($AUD).
PAYMENT TERMS
a) Software subscription
Monthly in advance
b) Training, consulting, travel fees and all other charges
Payable in advance or C.O.D. by special arrangement.
c) Installation packages, set up fees, training courses, seminars and other services
Advance payment
d) SMS/MMS delivery charges
Monthly in arrears
e) Document and file storage and retrieval charges
Monthly in advance
FAILED PAYMENT
An administration fee of $22.00 applies per failed transaction where any automated Direct Debit or Credit Card processing fails, bounces or is otherwise rejected.
OUTSTANDING ACCOUNTS
At REI Master’s discretion, a client may be denied access to REI Master’s products and services if the Client’s account is not settled or suitably in credit. Without limitation, the client holds harmless, releases from liability and indemnifies REI Master against any claims, liability, loss, damages or expenses suffered by the client including where such inability to access the REI Master products and services has been caused or contributed to by a suspension of access of a user or client REI Master’s products and services at the discretion of REI Master.
CANCELLATIONS AND REFUNDS
For software subscription within the initial contracted period (Initial Term):
a) No refund/cancellation
For software subscription within the ongoing contracted period (Further Term):
a) 1 months’ written notice for cancellations must be given by the client,
b) No partial refunds given for pro rata,
c) No refunds for consumed/supplied services and/or subscription/keys.
For non subscription goods or services already consumed by/supplied to you, or work carried out by us at your instruction:
a) No refund/cancellation
For non subscription goods or services not already consumed by/supplied to you
a) Full refund (48 hours cancellation notice required)
VERSIONS/MODULES
REI Master provides different products versions, modules and service tiers at different prices, which is at the discretion of REI Master. This means that certain features, functions and services are not available in all subscription levels. A client can choose the appropriate level of features and services to suit their needs and budget, by selecting a suitable subscription level, and from a range of add on modules and versions. REI Master reserves the right to alter the constitution of the various subscription levels, features, functions and services at REI Master’s sole discretion, by providing one month’s written notice to your nominated email address. REI Master will not change included features or subscription tier feature set while the client is within their initial contracted subscription period.
CONSULTING AND BOOKKEEPING SERVICES
Payment terms for all consulting and bookkeeping services are COD. These services are charged in 30 minute increments with the minimum fee period being one hour. Any interruptions to the scheduled appointment will not affect the billing period. It is the client’s responsibility to ensure that their full attention can be given to the consultant conducting the appointment. Under no circumstances will a consultant assist a client with physical disbursal of funds from their bank account. When REI Master provides bookkeeping services to the client, these are strictly consulting appointments where we assist and help the clients with their bookkeeping tasks. At no time will REI Master be responsible for the reporting, compliance, data retention or other obligations of the client. It is the client’s responsibility to check the accuracy, completeness and satisfaction with the results of any bookkeeping services provided by REI Master. From time to time, REI Master may keep records of Consulting and Bookkeeping Services provided to the client, and unless specified in writing by the client to the contrary, the client authorises REI Master to collect and retain this documentation in both hard copy and digital form. These documents remain the property of REI Master. Such documentation may be provided to any third party at the client’s written request, or to a law enforcement or other government agency authorised under Law to request such documents from REI Master. Generally speaking REI Master does not keep such documentation for periods greater than 12 months. At REI Master’s discretion or at the client’s written instruction, such documents will be deleted or destroyed subject to REI Master’s obligations under the Law. In accepting the provision of Consulting and Bookkeeping Services from REI Master, the client acknowledges that REI Master is not an Accounting, Legal or Audit provider and that the client may need to obtain the services of their trusted professional advisor in order to meet their obligations under the Law.
PHYSICAL LOCATION OF ONLINE SERVICES
Primary – Microsoft Azure Sydney
Secondary – Microsoft Azure Melbourne
Associated Services – Onthenet Gold Coast
PRODUCT SUPPORT
Availability
9:00AM to 5:00PM Australian Eastern Standard Time (QLD time) Monday to Friday excluding QLD public holidays and other notified office closures.
Support Channel
A support request can be logged and managed from within the REI Master application.
Support Response
Depending on the nature of your support request, we will contact you by email or phone.
Included Services
Product support covers unlimited support and advice on the correct operation of the software. A fair use policy applies, whereby at REI Master’s discretion a user may be directed to our online training tools, training courses or consulting services for further assistance.
Consulting
Training, support and advice that is specific to the client’s individual needs and circumstances is considered a consulting service and is not included in product support.
Remote Access
Support staff do not have access to your REI Master products, services or data. Should a consultant deem it necessary to view your screen in order to assist you with a support request, both us and the client will use www.teamviewer.com.
Response Times
Support requests are queued and responded to in the order that they are received. Support requests must be logged 15 minutes before close of trade to ensure same day response.
Emergency Weekend Support
Support is available on weekends during the hours of 9:00AM and 5:00PM for the emergency non operation of your software. Support requests must be logged 1 hour before close of trade to ensure same day response. Only emergency support will be responded to. A fee of $220.00 will apply for any support responses not deemed to be an emergency.
Bank Reconciliation Support
Bank reconciliation support covers the correct operation of the program and assistance with appropriate procedures in order to achieve a balance. Specific bank reconciliation assistance using Client’s data and bank statements as well as general computing assistance is considered a training / consultation item and is not included in telephone / internet support.
SUPPORT AND CONSULTING SERVICES DISCLAIMER
At all times it will be the client’s responsibility to decide whether the support, consulting services and advice provided by REI Master is suitable to their needs. The client agrees to be fully and solely responsible for any action taken by or in collaboration with a REI Master support consultant, including but not limited to if the support, consulting and advice given by REI Master is misinterpreted, misunderstood, inaccurate or otherwise unsuitable for the client. We offer our support, consulting and advice in good faith, based on what we believe to be in the best interests of our clients. If the client does not understand or agree with the support or advice given by REI Master, including retrospectively, then it is the client’s choice whether or not to act on or follow that support and advice.
CLIENT DATA AND FILES
Ownership of Data
At all times the client’s data and files that are accessed using the REI Master products and services will remain the property of the client for the exclusive use of the client. The client grants REI Master or must obtain for REI Master, a non-exclusive, royalty free, irrevocable, transferable licence (including the right to sub-licence) to use, reproduce, adapt, modify, distribute and otherwise deal with the client’s data and files, to the extent necessary for REI Master to provide the REI Master products and services to the client, and comply with any legally enforceable obligation under the Law or legal directive by any Australian law enforcement agency.
Ownership of database design, layout and structure, and non-Personal Information
At all times any database(s), database design, database architecture layout and structure and data that does not contain Personal Information will remain the property of REI Master.
Restriction of use
The client agrees never to use the REI Master products and services to store, copy, share, or otherwise infringe on the intellectual property rights of any third party. The client agrees to only use the REI Master products and service to store files, images, video, music, documents, data, processes and ideas that are solely the property of the client and for lawful purposes. The client agrees to n