TEAM HQ USER AGREEMENT
ENROLHQ IS OWNED AND OPERATED BY TEAM HQ PTY LTD.
BY SIGNING AN AGREEMENT WITH TEAM HQ, YOU ARE ENTERING INTO A CONTRACT WITH TEAM HQ PTY LTD AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF TEAM HQ'S ONLINE SERVICES - CONTENTHQ, SENDHQ, PORTALSHQ AND ENROLHQ (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT PROCEED AND MAY NOT USE THE SERVICE.
You agree to indemnify Team HQ from and against any and all claims, costs, damages losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with our products and services. As part of the Service, Team HQ will provide you with use of the Service, including a browser interface, web services access and data encryption, transmission, access 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 Team HQ website incorporated by reference herein, including but not limited to Team HQ's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
PRIVACY & SECURITY; DISCLOSURE
LICENSE GRANT & RESTRICTIONS
Team HQ 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 Team HQ and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially 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 any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but 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, libelous, or otherwise unlawful or tortious 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 or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
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 Team HQ immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Team HQ 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 Team HQ user or provide false identity information to gain access to or use the Service.
ACCOUNT INFORMATION AND DATA
Team HQ will make best endeavors to backup Customer Data. Team HQ will handle all requests for backup customer data case by case if it is accidentally or otherwise delete by you - there may be costs involved. In the unlikely case where Customer Data is lost because of software or hardware malfunction, Team HQ will endeavor to restore to the most recent successful backup.
Team HQ 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 Team HQ, shall have sole responsibility for the input accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Team HQ 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), Team HQ 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. Team HQ 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 Team HQ shall have no obligation to maintain or forward any Customer Data.
INTELLECTUAL PROPERTY OWNERSHIP
Team HQ alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Team HQ 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 Team HQ Technology or the Intellectual Property Rights owned by Team HQ. The Team HQ name, the Team HQ logo, and the product names and logos associated with the Service are trademarks of Team HQ, and no right or license is granted to use them.
CHARGES AND PAYMENT OF FEES
You shall pay all fees or charges to your account in accordance with the setup and ongoing fees and charges, and billing terms in effect at the time a fee or charge is due and payable. The amount payable will be equal to the setup and ongoing charges related to your plan. Payments may be made, in advance, monthly, consistent with the Initial Term (the first License Term), or as otherwise mutually agreed upon. You must provide Team HQ with valid credit card or approved purchase order information as a condition to signing up for the Service. Team HQ 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 email. All pricing terms are confidential, and you agree not to disclose them to any third party. Any and all fees paid in advance are not refundable if you cease to use the Service.
LIMITS AND EXCESS FEES
The maximum disk storage space provided to you at no additional charge is dependent on the plan that you choose. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees.
The maximum amount of incoming traffic to your website is 100GB per month. Outgoing traffic from your website is not chargeable unless the ratio of incoming to outgoing traffic from your website exceeds 1:10 (i.e. 10GB inbound and 100GB outbound). Team HQ reserves the right to negotiate an increased monthly fee effective from the next billing period should this ratio be exceeded.
The maximum number of email marketing broadcasts you may undertake per month is 10,000 if email marketing is part of your plan. If you require a larger broadcast per month, you will be charged the then-current email marketing fees. The maximum number of free SMS messages that you can use is dependent on the plan that you choose. You will be charged for excess SMS messages sent in the next billing period at the then-current per SMS message fee.
Any failure by Team HQ to so notify you shall not affect your responsibility for such additional storage and traffic charges. Team HQ reserves the right to establish or modify its general practices and limits relating to storage of and traffic relating to Customer Data.
BILLING AND RENEWAL
Team HQ charges and collects in advance for use of the Service. Team HQ will automatically renew the License Term and bill your credit card or issue an invoice to you every month for monthly licenses. The renewal charge will be equal to the then-current plan fee, unless Team HQ has given you at least 30 days prior written notice of a fee change, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Team HQ’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.
You agree to provide Team HQ with complete and accurate billing and contact information. This information includes your legal company name, street address, email address, and name and telephone number of an authorised billing contact and License 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, Team HQ reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless Team HQ in its discretion determines otherwise entities will be billed in Australian dollars.
If you believe your bill is incorrect, you must contact Team HQ in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
NON-PAYMENT AND SUSPENSION
In addition to any other rights granted to Team HQ herein, Team HQ reserves the right to suspend or terminate this Agreement and your access to the Service, if your account becomes delinquent (falls into arrears). Access to the Administration interface will be suspended immediately if an invoice is delinquent and is re-enabled when such delinquent invoices are paid in full. Team HQ reserves the right to suspend or terminate your public facing webpages if delinquent invoices are 60 days overdue. Delinquent invoices are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or Team HQ 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 Team HQ may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Team HQ 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 Team HQ 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.
TERMINATION UPON EXPIRATION/REDUCTION IN NUMBER OF LICENSES
This Agreement commences on the Effective Date. The Initial Term (the first License Term) will be as you elect during the online subscription process or as otherwise mutually agreed upon. Your obligation to pay for the service begins from the Effective Date and invoices must be paid according to the then current payment terms. Access to the Administration interface will be suspended immediately if an invoice is delinquent. Upon the expiration of the Initial Term, this Agreement will automatically renew for a successive License Term equal in duration to the Initial Term at Team HQ’s then current fees, and payable in advance. Either party may terminate this Agreement or reduce the number of User licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least fourteen (14) 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), Team HQ 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 Team HQ has no obligation to retain the Customer Data, and may delete such Customer Data irretrievably, more than 30 days after termination.
TERMINATION FOR CAUSE
Any breach of your payment obligations or unauthorised use of the Team HQ Technology or Service will be deemed a material breach of this Agreement. Team HQ, 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. In addition, Team HQ may terminate a free account at any time in its sole discretion. You agree and acknowledge that Team HQ 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.
SUBSCRIBING TO EXTRA SERVICES
As part of the Service, you may be able to subscribe to extra features. Each service may have a fixed monthly charge as well as data usage charges. In the case where usage charges apply, these will be calculated automatically and billed at the end of each calendar month or as mutually agreed based on the then-current Team HQ pricing.
SERVICE LEVEL AGREEMENT
Team HQ will provide a service level of 99.85% uptime per month excluding scheduled downtime on average of 1 hour per week for system maintenance and upgrades. The service level comprises of your ability to access Customer Data via a web-browser interface and any other reliability, timeliness, quality, suitability, truth, availability or completeness of the Service is not covered in this agreement. Scheduled downtimes are set between the hours 20:00 and 06:00 of Australian Eastern Standard Time. In the unlikely event where Service Level Agreements are not met for any given month, a pro-rata rebate will be applied against the next License Term period. Normal billing will resume from the following period. No rebate applies nor is payable if no future billing period exists. Team HQ will use best endeavors to ensure the delivery of real-time alerts. Team HQ guarantees to send real-time alerts instantly but cannot guarantee their delivery by 3rd party providers and aggregators.
Email broadcasts will be undertaken at anytime during the date specified for the broadcast and may take up to 3 hours to deliver from commencement of the broadcast.
You grant Team HQ the right to display your brand including company name and logo on its website and other marketing communications.
REPRESENTATIONS & WARRANTIES
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Team HQ 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 Team HQ help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You shall indemnify and hold Team HQ, Team HQ, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, lawyers and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including lawyers 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 Team HQ (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Team HQ of all liability and such settlement does not affect Team HQ's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.Team HQ 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 lawyers fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a 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 Team HQ of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Team HQ; provided that you (a) promptly give written notice of the claim to Team HQ; (b) give Team HQ sole control of the defense and settlement of the claim (provided that Team HQ may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Team HQ all available information and assistance; and (d) have not compromised or settled such claim. Team HQ shall have no indemnification obligation, and you shall indemnify Team HQ 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).
DISCLAIMER OF WARRANTIES
EXCEPT FOR WHAT IS STATED IN SECTION 15 TEAM HQ AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT EXCEPT FOR WHAT IS STATED. TEAM HQ 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) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) 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 TEAM HQ AND ITS LICENSORS.
EXCEPT FOR WHAT IS STATED IN SECTION 15 TEAM HQ'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TEAM HQ IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY'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 EITHER PARTY 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.
Certain states and/or 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.
LOCAL LAWS AND EXPORT CONTROL
Team HQ and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside of Australia, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Australian law is prohibited.
Team HQ may give notice by means of a general notice on the Service, electronic mail to your email address on record in Team HQ's account information, or by written communication sent by mail to your address on record in Team HQ's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting or 12 hours after sending (if sent by email). You may give notice to Team HQ (such notice shall be deemed given when received by Team HQ) at any time by any of the following: letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to Team HQ at the following addresses (whichever is appropriate): Team HQ, 72/89-97 Jones St ULTIMO NSW 2007 AUSTRALIA, addressed to the attention of: Managing Director.
MODIFICATIONS TO TERMS
Team HQ 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 the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
ASSIGNMENT; CHANGE IN CONTROL
This Agreement may not be assigned by you without the prior written approval of Team HQ but may be assigned without your consent by Team HQ 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 Team HQ directly or indirectly owning or controlling 50% or more of you shall entitle Team HQ to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by the laws of New South Wales, 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 NSW Australia. No text or information set forth on any other purchase order, preprinted form or document 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 Team HQ as a result of this agreement or use of the Service. The failure of Team HQ 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 Team HQ in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Team HQ and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
QUESTIONS OR ADDITIONAL INFORMATION
Team HQ Pty Ltd
ABN: 48 627 159 577
Level 7, Suite 72, 89-97 Jones Street, ULTIMO NSW 2007 Australia
Phone: 02 8387 7321
Last updated 09 September, 2020