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Terms and Conditions of Use

QB3 Computers

1. Interpretation
   In these Terms and Conditions, the following terms have the following meanings:
   1. "Account" means Your user name and identifying particulars supplied to QB3 Computers at the commencement of this Agreement. 
   2. “Anniversary Date” means an anniversary of the Commencement Date.
   3. "Agreement" means this agreement as amended from time to time including schedules and terms included by reference. 
   4. "Business" means all activities associated with on-line gateway transactions including purchases and refunds and includes development of the Site, the Services and Intellectual Property. 
   5. “Cardholder” means the person acquiring goods or services from You and payment for the goods or services is processed through use of the Services.
   6. “Cardholder Data” means information supplied by you to QB3 Computers about the Cardholder, including but not limited to the Cardholder’s name, credit card details, address and contact details.
   7. "Commencement Date” means
                       the first day of the month in which you register on the Site. 
   8. "Confidential Information" means all information acquired created or commissioned by QB3 Computers during the course of or in connection with the Business by QB3 Computers, including information about QB3 Computers, the Business, processes, systems, equipment, dealings, transactions, policies, finances, organisation or personnel, or about those of its Customers, Third Party Service Providers, or anyone associated with it or them, unless that information is readily available to the public, and shall include (but not be limited to) QB3 Computers's principles, policies, procedures, Intellectual Property and other documents, or material which QB3 Computers may direct You to treat as Confidential Information. 
   9. "Copyright Material" means any work or other subject-matter in which copyright subsists or is capable of subsisting under the Copyright Act 1968(Cth) or equivalent legislation. 
   10. "Customer" means You and all users of the Site and the Services. 
   11. "Customer Information" means all customer information about customers including name, address, contact details, use of Services, their arrangements with QB3 Computers and their Internet Merchant Facility details. 
   12. "QB3 Computers" refers to CSLT Asset Management Pty Ltd ABN 40 602 633 401 and its related bodies corporate. 
   13. “Fees” means the fees charged by QB3 Computers:
       1. as set out in the Fee Schedule; or 
       2. as set out in any custom quote provided by QB3 Computers. 
   14. "Fee Schedule" is a schedule of fees set by QB3 Computers at its sole discretion for use of the Site and the Services. 
   15. "GST" means any tax in the nature of a tax on or on the supply of goods, real property, services, or other things (or similar tax) levied, imposed or assessed by the Commonwealth of Australia or any State or Territory of Australia, which may operate at any time during the currency of this Agreement, other than any interest, fine, penalty, fee or other payment imposed on or in respect of such tax. 
   16. "Intellectual Property" means all intellectual property rights of QB3 Computers whether in relation to the Site or Services or otherwise and includes all or any of the following:
       1. the Trade Marks of QB3 Computers whether in relation to the Site or Services or otherwise;
       2. the Trade Name or any other trade name under which QB3 Computers sells, provides or distributes its Services;
       3. any present or future patents of QB3 Computers which relate to the QB3 Computers Site or Services or their manufacture or assembly and applications for the grant of any such patents;
       4. the technical and other information or expertise devised, developed or acquired by QB3 Computers or its employees or others applied in the development, servicing and sale of the Site or Services and in the management and operation of the Business; 
       5. copyright of QB3 Computers in any written material, plans, designs, logos, slogans, labels, insignia or other work relating to the manufacture, merchandising, displaying, promotion and selling of the Site or Services; and
       6. the designs, whether or not registered or protected by copyright devised or acquired by QB3 Computers and applied to the Business, the Site or Services.
   17. "Live Gateway" a functioning gateway linked to Your Merchant Bank that allows processing of transactions. 
   18. "Merchant Bank" a financial institution that provides internet merchant facilities for the use of processing credit card transactions via the Internet. 
   19. "Processes" include technologies, products, devices, processes or techniques. 
   20. "Services" means credit card gateways to process on-line transactions through the Site, and also access to an administration area on the QB3 Computers website, to view transaction reports, update details, request refunds, and perform other administrative tasks relating to transactions processed via QB3 Computers. QB3 Computers provides a gateway which will connect to Your Merchant Bank, allowing You to process credit card transactions online, through Your website. This operates by You posting specific data to the Live Gateway, which then connects to Your Merchant Bank via various connections that QB3 Computers has in place. QB3 Computers then receives the result of the transaction, be it successful or failed, which is then passed back to Your website. QB3 Computers also provides online reports of completed transactions, and support via either phone or email. 
   21. "Site" means QB3 Computers’s web site.
   22. "Terms and Conditions" means these terms and conditions as amended from time to time, and other terms incorporated by reference.
   23. "Test Gateway" a gateway that allows You to test the functionality of the Services, without processing transactions to Your Merchant Bank. 
   24. “Third Party Service Providers” mean those third parties engaged by QB3 Computers to provide services to QB3 Computers or You.
   25. “Third Party Services” means those services provided by Third Party Service Providers which You may subscribe to, in accordance with this Agreement. 
   26. "Trade Name" means QB3 Computers or other trading name of CSLT Asset Management Pty Ltd.  
   27. "Trial Period" a period of thirty (30) days after the date you register on the Site.
   28. "Trade Marks" means the existing or future trade marks owned, used or developed by QB3 Computers during the term of this Agreement 
   29. "You" and "Your" includes all persons entering this Agreement withQB3 Computers and where the context allows includes your partners, employees and agents. 

 

In this Agreement:

1. References to any "party" means a party to this Agreement and includes the successors, executors, administrators and permitted assignees (as the case may be) of that party. 
2. where a party consists of more than one person the liability of those persons in respect of the terms of this Agreement is joint and several.
3. References to any document include references to that document as modified, novated, supplemented, varied or replaced from time to time. 
4. References to a month or a year are references to a calendar month or calendar year.
5. All references to legislation include any re-enactment of, or amendment to, that legislation and all legislation passed in substitution for that legislation. 
6. Where the context permits, references to a "person" include an individual, firm, company, corporation or unincorporated body of persons, any public, territorial or regional authority, any government, and any agency of any government or of any such authority. 
7. A reference to a time of day means the time in the Australian State of Victoria.
8. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. 
2. Formation of contract
   1. You agree and acknowledge that You have entered into a legally binding and enforceable contract with QB3 Computers by transacting with QB3 Computers. 
   2. In consideration of QB3 Computers agreeing to Your use of the Site and/or the Services, You agree to comply with this Agreement. 
   3. You agree to be bound by any additional terms and conditions (“additional terms and conditions”) that you have accepted in subscribing for Third Party Services, and that such additional terms and conditions are incorporated by reference into this Agreement.
   4. All Licenses come with a Product Key to unlock the features of your Designer Sofware. Please ensure you are certain when you pick the term of your License, as all Licenses when paid in full are NON-REFUNDABLE. Your Product Key will expire immediately if you decide on a refund.
3. Commencement and Term
   1. Where You have requested the Services be provided on an annual basis, this Agreement: 
      1. is for a minimum term expiring 12 months after the Commencement Date (unless otherwise agreed in writing);  
      2. shall be automatically renewed on the Anniversary Date; and 
      3. will continue for successive 12 month periods unless either party gives the other written notice of termination at least 30 days before the expiry of the relevant term. 
   2. Where You have requested the Services be provided on a monthly basis, this Agreement will automatically renew each month, until either party gives the other one months’ prior written notice of termination. 
4. Acceptance of Terms
   1. Before using the Site, You should read this Agreement and any additional terms and conditions carefully and related agreements carefully and ensure that You understand ALL of the Terms and Conditions. If You do not agree to ALL Terms and Conditions, then You must not use the Site or the Services. 
   2. This Agreement and any terms incorporated by reference in this Agreement override any terms or conditions previously published by QB3 Computers. 
   3. Each time a transaction is processed on the Live Gateway, through Your Account, whether the transaction result is successful or not, You are agreeing to the Terms and Conditions. 
5. Amendment
   1. This Agreement, and any terms and conditions incorporated by reference may be amended from time to time by QB3 Computers posting the amended document on the Site or placing a Notice on the Site that the Terms and Conditions have been amended. The amended Terms and Conditions shall automatically be effective from the earlier of: 
      
      1. 7 days after they are initially posted on the Site; and 
      2. 7 days of Notice being given to You. 
   2. Your continued use of the Site or the Services will mean that You accept unconditionally any amendments made. These Terms and Conditions were last updated on 01 May 2017. 
6. Access
   1. QB3 Computers, the developer of the Site and the Services, grants You non-exclusive access to the Site and the Services via an account upon these Terms and Conditions. The Site and the Services, including any upgrades thereof and any code, program or software given to You to enable Your use of the Site or Services, shall remain the property of QB3 Computers.
7. Restricted Use
   1. You will not use the Intellectual Property or Confidential Information to manufacture, have made, use or market a similar site or similar services in any location nor will You use the Intellectual Property or Confidential Information for any purpose other than expressly permitted by QB3 Computers in writing. Where QB3 Computers has indicated to You that the whole or any part or parts of the Intellectual Property comprises Confidential Information You will not at any time during this Agreement or after its termination or expiry disclose such Confidential Information to any person without obtaining QB3 Computers' express prior written consent. You will take such steps as may be necessary to ensure that any of Your servants or agents do not disclose such Confidential Information including any Intellectual Property. 
   2. You may not and warrant that You will not:
      
      1. copy, produce, transmit, transcribe, store in a retrieval system, or translate in any language (natural or computer) any part of the Site, the Services, Intellectual Property or Confidential Information;  
      2. transfer or attempt to transfer any part of the Site, the Services, Intellectual Property or Confidential Information or Your right to access them or otherwise make them available to any other person; 
      3. attempt to discover QB3 Computers source code;
      4. sublicense, rent or lease any portion of the Site, the Services, Intellectual Property or Confidential Information; 
      5. reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Site or Services, or create derivative works from the Site, the Services, Intellectual Property or Confidential Information, except so far as such actions are permitted by applicable law notwithstanding this limitation or are approved in writing by QB3 Computers; 
      6. use the Site, the Services, Intellectual Property or Confidential Information for any illegal purpose;
      7. allow Your Account to be used for any illegal purpose; or 
      8. allow Your Account to be used by another person for any purpose.
8. Password Policy
   1. Your password for access to QB3 Computers must:
      1. Be changed every 120 days.
      2. Not be the same as one of Your last 4 passwords.
9. Infringement
   1. If You learn of:
      1. any infringement or threatened infringement of the Intellectual Property or Confidential Information; or
      2. any common law passing-off which may cause deception or confusion to the public by a third party,
      You must immediately notify QB3 Computers in writing giving particulars of the infringement or threatened infringement
   2. QB3 Computers will at its sole discretion institute and prosecute an action in respect of the infringement.
10. Costs for Breach
    1. If QB3 Computers is required by You or by an order sought by You to participate in any litigation in which You are involved whether under subpoena or order of a court of competent jurisdiction, including complying with any order for discovery or attending court to give evidence, You shall bear all costs incurred by QB3 Computers in connection with the provision of such participation includingQB3 Computers costs for taking legal or other professional advice or representation on a full indemnity basis. 
    2. Further, You agree and acknowledge that where You take any action including legal action against or involving QB3 Computers. You will provide security for such costs to QB3 Computers upon written demand.
11. Termination
    1. Any fraudulent or damaging activities or attempts to compromise the QB3 Computers Site or Services will give QB3 Computers a right to immediately terminate this Agreement and Your use of the Site and Services. 
    2. QB3 Computers shall have the right to terminate this Agreement immediately by written notice to You if: 
       
       1. You become insolvent or unable to pay Your debts in the ordinary course of business. 
       2. In the case of an individual, if a petition for bankruptcy is presented or in the case of a company, if a receiver or administrator is appointed. 
       3. In the case of a company, You permit an order to be made or a resolution to be passed for the winding up of the company.
       4. You permit or propose a compromise or arrangement to be made between You and any of Your creditors. 
       5. You assign all or part of Your assets for the benefit of any creditor. 
       6. You or any of Your Directors are convicted of a criminal offence which in the case of an individual could carry a term of imprisonment or in the opinion of QB3 Computers  has or has the potential to cause damage or injury to the reputation and standing of QB3 Computers. 
       7. You purport or attempt to transfer, assign or deal with this Agreement or the Site or Services without the written consent of QB3 Computers. 
       8. In QB3 Computers reasonable opinion, the processing of Your transactions exposes QB3 Computers to an unacceptable level of risk
    3. QB3 Computers shall have the right to terminate this Agreement by notice in writing if:
       1. You fail to pay monies payable to QB3 Computers on the due date or breach another term of this Agreement.
       2. You purport to or use the Site, the Services, Intellectual Property or Confidential Information in a manner not approved by QB3 Computers. 
       3. You (or Your directors or anyone or more of them) do or neglect to do anything which in QB3 Computers opinion is likely to bring disrepute upon QB3 Computers. 
       4. You engage a competitor of QB3 Computers to provide similar services to those provided by QB3 Computers.
       5.  You have not remedied a breach (if it is capable of remedy):
          i     in the case of any obligation to comply with any statutory law or regulatory obligation relating to the Business the use of the Site or Services, within 7 days of written notice from QB3 Computers; or 
          ii    in the case of any other obligation, within 14 days of written notice from QB3 Computers. 
    4. Notwithstanding clause 13.3, if You have been guilty of any breach, non-observance or non-performance of the same obligation twice in any one year period, or if QB3 Computers has given notice on not less than two occasions in any 12 month period, QB3 Computers may terminate this Agreement immediately by written notice to You without prior warning or notice if a third or subsequent breach, non-observance or non-performance occurs within a period of 6 calendar months from the second or last of such occurrences. 
       
    5. If You breach this Agreement:
       
       1. QB3 Computers shall be entitled to recover damages from You for breach. Such entitlement shall be in addition to any other right or remedy which QB3 Computers may have. The acceptance by QB3 Computers of arrears of monies shall not constitute a waiver of Your continuing obligation to pay monies on the due date. 
       2. in circumstances where QB3 Computers considers damages are not a sufficient remedy QB3 Computers may seek injunctive relief against You and You will not oppose applications seeking injunctive relief as may be brought by QB3 Computers in respect of Your use or proposed use of the Site or the Services. 
    6. Termination of this Agreement no matter how arising shall be without prejudice to the rights and obligations of the parties existing up to and including the date of expiry or termination including the right of the party terminating to seek and obtain damages for any breach of this Agreement by the other party or the other party's servants or agents. 
    7. Termination on instructions from Your Merchant Bank
       1. Without prejudice to any other right of QB3 Computers under this Agreement, if Your Merchant Bank requests that QB3 Computers terminate Your use of the Site and/or the Services or this Agreement for any reason QB3 Computers may do so immediately without Notice being given. 
       2. In the event of termination on instructions from Your Merchant Bank You indemnify QB3 Computers and hold QB3 Computers harmless in respect of any loss or damage arising from such termination no matter how such loss or damage arises. 
12. Authorisation for Corrections
13. You authorise QB3 Computers to correct any errors on Your account. You acknowledge that such correction does not create any obligation on the part of QB3 Computers to ensure the ongoing accuracy (or to warrant the previous accuracy) of the information on Your account.
14. Marketing
    QB3 Computers reserves the right to use Your company or trading name in any promotional or marketing material it deems fit. This may be in the of form print, TV, radio or Multimedia (including Web). Example uses may include promotional flyers, or website case studies. 
15. Confidentiality
    1. You acknowledge and undertake to QB3 Computers that:
       1. all information, documents, data and any other material which is provided by QB3 Computers to You or Your directors, officers, employees and agents in connection with this Agreement and all copies of such information, documents, data and material made by You or Your directors, officers, employees and agents or a third-party is and remains the property of QB3 Computers; 
       2. You will use the Confidential Information for the sole purpose of the exercise of the rights and performance of the obligations under this Agreement; 
       3. You will only disclose the Confidential Information to such of Your officers, employees, agents and advisers to whom it is necessary to disclose the Confidential Information for the purposes of this Agreement and the use of the Site and the Services ; 
       4. You will not, and will ensure that Your officers, employees, agents and advisers will not, use, provide or disclose the Confidential Information to any person, other than as expressly permitted in this clause; 
       5. You will take all steps necessary to prevent or stop, and comply with all reasonable directions of QB3 Computers in respect of, suspected or actual breaches of, or defaults under this clause; 
       6. You will promptly notify QB3 Computers if You suspect, or become aware of, any unauthorised access, use or disclosure of any of the Confidential Information and will give QB3 Computers (at Your cost if the unauthorised access, use or disclosure is as a result of a breach of, or default under, this Agreement) all reasonable assistance in connection with any action which QB3 Computers may take, or proceedings which QB3 Computers may institute, in respect of the unauthorised access, use or disclosure; and 
       7. You will, and will procure that Your employees, officers, agents and advisers will, return to QB3 Computers all Confidential Information and delete all electronic copies upon termination or expiry of this Agreement. 
    2. You agree that You will not during the term of the Agreement, or at any time after the termination of the Agreement (howsoever this may occur) disclose to any other person (without the previous consent in writing by QB3 Computers) either directly or indirectly, any Confidential Information relating to QB3 Computers of which You became possessed whilst subject to this Agreement, nor use of any such Confidential Information in any manner which may cause or be calculated to cause injury or loss to QB3 Computers owsoever arising. 
    3. You must treat as confidential all information gained during the term of this Agreement that relates to Customers of QB3 Computers and utilise Your best efforts to ensure that any employees or agents under Your supervision or control comply with the terms of this clause 20.
16. Intellectual Property
    1. This Agreement does not grant You any proprietary rights in the Intellectual Property. 
    2. You will not at any time during or after the expiry or termination of this Agreement, contest or challenge in any legal proceedings or otherwise the proprietorship of QB3 Computers in the Intellectual Property. 
    3. You shall not in any manner represent that You have any proprietary rights in the Intellectual Property. 
    4. In so far as the Intellectual Property or any components of the Intellectual Property are the subject of registrations or applications for registrations under applicable statutes, You shall do nothing to challenge, oppose, dispute or impugn the validity of such applications or registrations and shall take all necessary steps as may be required by QB3 Computers to assist in maintaining or obtaining such registrations. 
    5. If You become aware of any claims against or infringements of any rights associated with the Intellectual Property, then You shall immediately notify QB3 Computers and QB3 Computers at its sole discretion may elect to defend or prosecute any action relating to the Intellectual Property. In relation to any proceedings or claims to protect or defend the Intellectual Property, You, if required by QB3 Computers, shall render all assistance including if necessary, providing evidence and being named as a party to any legal proceedings. 
    6. At the expiry or termination of this Agreement, all of Your rights to use the Intellectual Property shall cease. 
    7. QB3 Computers may change the Intellectual Property which You are permitted to utilise at any time for any reason. 
    8. You may not use the Intellectual Property in a manner which may, as determined by QB3 Computers place the Intellectual Property at risk of loss or loss of value to QB3 Computers. 
17. Cardholder Data
    1. All Payment GATEWAYs - Paypal will hold and store the Cardholder Data in accordance with the requirements of the Privacy Act 1988 (Cth) (“Privacy Act”), the Australian Privacy Principles (“APPs”) and applicable industry standards, including but not limited to, the Payment Card Industry Data Security Standard (“PCI”) and QB3 Computer’s data retention policy.
    2. You acknowledge and agree that:
       1. QB3 Computers have no right to the Cardholder Data or to access the Cardholder Data; and
       2. The Payment GATEWAY has no obligation to provide you with the Cardholder Data or access to the Cardholder Data. 
18. Privacy
    1. In this clause, "Personal information" has the same meaning as it has in the Privacy Act. 
    2. The Payment GATEWAY agrees, in relation to Personal Information which you disclose to The Payment GATEWAY pursuant to these Terms and Conditions: 
       
       1. not to do an act, or engage in a practice, that would breach an APP contained in the Privacy Act; and 
       2. not to authorise any subcontractor to do an act, or engage in a practice, that would breach an APP. 
    3. You agree that an act done or a practice engaged in by QB3 Computers, or by a subcontractor, for the purposes of meeting (directly or indirectly) an obligation under these terms and conditions is authorised by this clause for the purposes of sub-sections 6A(2) and 6B(2) of the Privacy Act, even if the act or practice is inconsistent with an APP contained in the Privacy Act or an approved privacy code that applies to QB3 Computers or a subcontractor. 
    4. You warrant that all Personal Information which You disclose to QB3 Computers & The Payment GATEWAY is up-to-date, complete and relevant to the purpose for which it was disclosed to The Payment GATEWAY, and that the disclosure of the Personal Information by You is not a breach of an APP contained in the Privacy Act.
19. Prior Agreements
    This Agreement supersedes any prior agreement between the parties whether written or oral. Any such prior agreements are cancelled but without prejudice to any rights which have already accrued to either of the parties under those agreements. 
20. Rights Cumulative
    All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this Agreement shall restrict or prejudice the exercise of any right granted by this Agreement or otherwise available to it. 
21. Costs
    You shall pay Your own costs of entering into and complying with this Agreement. 
22. Set Off
    QB3 Computers shall have the right to set-off against any payment due by QB3 Computers to You against any amount owed to QB3 Computers by You. Upon termination or expiration of this Agreement for any reason, You shall pay any amount due to QB3 Computers immediately with no right to set-off. 
23. Waiver
    The failure by QB3 Computers to enforce at any time or for any period any one or more of the Terms or Conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement and no custom or practice of the parties at variance with the terms of this Agreement shall constitute any waiver of QB3 Computers rights. 
24. Force Majeure
    1. Neither party shall be considered in breach of this Agreement where performance of its obligations under the Agreement is by any cause beyond the reasonable control of the parties rendered impossible or delayed. 
    2. If the reason for the inability to perform or delay in performance referred to in clause 28.1 continues for a continuous period of 30 days, either party may by written notice to the other terminate this Agreement without penalty. 
25. Bank Referrer
    QB3 Computers does not act as a referrer for NAB, Westpac/BankofMelb, StGeorge/BankSA, CBA, ANZ and other Financial Institution. 
26.