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Platform Terms & Conditions - Vendors Platform Terms & Conditions - Users No Knot Privacy Policy No Knot Cookies Policy 1RM Club Terms & Conditions

Last updated on 25.02.2024
[No Knot Software] operating as No Knot
ABN 16 655 325 947

Platform Terms & Conditions - Vendors

Summary

Welcome to No Knot!

Our platform No Knot offers small to medium businesses in the sector an all-in-one solution to simplify their business management systems. Our software integrates a secure payment gateway, easy-to-use scheduling system, and advanced marketing tools. By eliminating the need for multiple software, we anticipate strong adoption and integration into business daily operations!

These terms and conditions (Terms) govern your use of the No Knot platform available on our website at [noknot.au] and our associated mobile applications on the Apple iOS Store and the Google Play Store, and any associated services offered via the platform (together, the ‘Platform’).

By clicking the tick box below or otherwise accepting the benefit of the Platform, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the ‘Client’, or ‘you’) and < No Knot Software (ABN [16 655 325 947]) (‘No Knot, ‘our’, ‘we’ or ‘us’). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

If you access or download the Platform via our mobile application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service which may be amended from time to time.

If you access or download the Platform via our mobile application from the Google Play Store, you agree to any applicable terms and conditions, including the Google Play Terms of Service, which may be amended from time to time.

We may change these Terms at any time by notifying you, and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

Please read these terms and conditions carefully before agreeing to proceed with using the Platform.

PLATFORM TERMS AND CONDITIONS (VENDOR)

INTRODUCTION

(a)

These Terms set out the terms and conditions that apply when you use the Platform.

(b)

You represent and warrant that:

(i)

are at least 18 years old, have the legal capacity to enter into a binding legal agreement with us and you agree to be bound by these Terms; or

(ii)

are the parent or legal guardian of a person under the age of 18 who intends to use the Platform, and you agree to be bound by these Terms on that person’s behalf.

(c)

We may modify our Terms from time to time. If we do, we will post a note on the Platform or email you. If you continue to use the Platform after we modify our Terms, you’ll be taken to have agreed to the Terms as modified.

ACCOUNT REGISTRATION

2.1

VENDOR ACCOUNT

(a)

In order to use the Platform, you will be required to sign up for an account (Account).

(b)

When you register for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration. You agree that you’re solely responsible for:

(i)

maintaining the confidentiality and security of your Account information and your password; and

(ii)

any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.

(c)

Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

(d)

You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.

(e)

We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.

(f)

We may, at our absolute discretion, suspend or cancel your Account for any reason and without notice, including for any failure to comply with these Terms. We will not be liable for any loss suffered by you as a result of any such cancellation or suspension to your Account.

(g)

If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using the Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

2.2

USER ACCOUNTS

(a)

In order to use the functionality of the Platform and interact with a Vendor Profile (defined in clause 3.1), each User must register for an Account via the Platform (User Account) and link their User Account with that Vendor Profile.

(b)

You must notify us without delay whenever you become aware of any case of a breach of this agreement or otherwise any illegal or unauthorised use of the Platform by a User.

(c)

You acknowledge and agree that we will have no liability for any act of a User for damage, loss or expense suffered by a User in connection with the use of the Platform and will indemnify us for any such damage, loss or expense.

2.3

COLLECTION NOTICE AND PRIVACY

(a)

We collect personal information about you and all Users in the course of providing you with the Platform, to contact and communicate with you and the Users, to respond to your enquiries and for other purposes set out in our Privacy Policy.

(b)

Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.

(c)

By agreeing to these Terms, you agree to be bound by our Privacy Policy, which is accessible at noknot.au/privacy/au

PLATFORM LICENCE & USE

3.1

PLATFORM LICENCE

(a)

Subject to these Terms and while you have an Account, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the functionality made available by us to you on the Platform and to create a profile for your business within the Platform (Vendor Profile) which is accessible to Users who have linked their User Accounts to your Vendor Profile in accordance with clause 10.1.

(b)

You must not, and must not encourage or permit any User, Personnel or any third party to, without our express prior written approval:

(i)

use the Platform in any unauthorised or illegal way or do anything which would breach or infringe any applicable Laws;

(ii)

use the Platform for any form of mass marketing, email or other communications abuse including sending unsolicited bulk e-mails, advertising or promotions without express consent of the recipients;

(iii)

upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;

(iv)

upload any material that is owned or copyrighted by a third party;

(v)

make copies of any Documentation or the Platform;

(vi)

adapt, modify or tamper in any way with the Platform or do anything which might interfere with the Platform;

(vii)

remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;

(viii)

act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;

(ix)

use the Platform in a way which infringes the Intellectual Property Rights of any third party;

(x)

create derivative works from or translate the Platform or Documentation;

(xi)

publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;

(xii)

sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party;

(xiii)

decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code; and

(xiv)

attempt to circumvent any technological protection mechanism or other security feature of the Platform.

3.2

PLATFORM LIMITATIONS

The Platform is made available to you (and if applicable, your Users) strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:

(a)

the Platform will be free from errors or defects;

(b)

any specific functionality within the Platform will be accessible at all times;

(c)

messages sent through the Platform will be delivered promptly, or delivered at all; or

(d)

any information provided through the Platform is accurate or true.

OUR OBLIGATIONS AND SERVICES

4.1

HOSTED SERVICES

We will store User Data uploaded by you or the Users to the Platform using a third party hosting service selected by us (Hosting Service), subject to the following terms:

(a)

(hosting location) You acknowledge and agree that we may use storage servers to host the Platform through cloud-based services, and potentially other locations outside Australia.

(b)

(service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Service will be free from errors or defects or that User Data will be accessible or available at all times.

(c)

(security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

(d)

(backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

4.2

SUPPORT SERVICES

If we provide you with support services at our absolute discretion to resolve technical issues with the Platform (Support Services), the following terms apply unless otherwise specifically agreed in writing:

(a)

We will take reasonable steps to provide Support Services where necessary. You must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control.

(b)

You are responsible for all internal administration and managing access, including storing back-up passwords, and assisting all Personnel (if applicable) to access and use the Platform.

(c)

You acknowledge and agree that we may access your Account, including Confidential Information you may store in your Account, as reasonably required for us to provide you with Support Services or any other purpose reasonably required to provide you with the Platform. You authorise us to access your Account in accordance with this clause and release us in respect of any loss or damage which may arise from such access.

(d)

Where No Knot agrees to provide support for complex technical issues requiring technical support, issues will be addressed in the following order of priority:

Priority	Impact	Target Response Time
Urgent	Complete disruption to Platform	[Immediate response]
High	Partial disruption to Platform	[Within 12 hours]
Normal	Minor disruption to Platform	[Within 1 business day]
Low	No disruption to Platform	[Within 7 business days]

(e)

The Target Response Times set out in this clause are a guide only and you acknowledge and agree that:

(i)

due to factors outside of our control, some technical issues or support requests may not be resolved in accordance with the Target Response Times;

(ii)

a failure by us to respond to a support request within a particular timeframe does not constitute a breach of these Terms; and

(iii)

you will not have any claim against us for any loss suffered as a result of a delay to your access to the Platform due to any failure or delay in Support Services.

4.3

SETUP SERVICES

If we provide you with setup or implementation services to enable you and your businesses to access the Platform (Setup Services), the following terms will apply unless otherwise specifically agreed in writing:

(a)

You may be charged a fee for the Setup Services as notified to you by us (Setup Fee) which must be paid before the commencement of the Setup Services via the payment method specified by us.

(b)

You agree to supply all necessary documentation, information and assistance reasonably required by No Knot to provide the Setup Services. No Knot will not be liable for any delay or loss suffered as a result of incompleteness or inaccuracy of any information provided by you for the purposes of receiving the Setup Services.

(c)

The Setup Services do not include any specific ongoing support services in excess of the Support Services set out in clause 4.2.

4.4

BUGS, ERRORS AND FEEDBACK

(a)

(Bugs) You acknowledge that you may notify us of any functional flaws, errors, anomalies, problems or bugs with the Platform and provide feedback regarding your use and experience of the Platform.

(b)

(Errors) We will use our best endeavours to correct any errors, bugs or defects in the Platform which arise and which are notified to us by you unless the errors, bugs or defects:

(i)

result from the interaction of the Platform with any other solution or any computer hardware, software or services not approved in writing by us;

(ii)

result from any misuse of the Platform; or

(iii)

result from the use of the Platform by you other than in accordance with these Terms.

(c)

(Feedback) Any feedback, ideas, modifications, suggestions or improvements with respect to the Platform you provide will be the property of No Knot on and from its creation and is Confidential Information to be owned by No Knot.

(d)

(Disclaimers) You acknowledge and agree that:

(i)

the Platform may be subject to a number of changes and may have flaws, errors or bugs and may be down for extended periods;

(ii)

we reserve the right to withdraw, amend, update or change the functionality or content of the Platform at any time, without prior notice to you;

(iii)

any information or functionality provided to you as part of or in connection with the Platform is general in nature, may not be suitable for your circumstances or business purposes and does not constitute financial, legal or any other kind of professional advice; and

(iv)

it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.

VENDOR OBLIGATIONS

5.1

YOUR OBLIGATIONS

(a)

You must, and must ensure that all Personnel and all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

(b)

If you become aware of misuse of the Platform by any person or any difficulty in accessing or using the Platform, please contact us immediately using the contact details or form provided on the Platform or elsewhere on our website.

(c)

You agree:

(i)

to comply with each of your obligations in these Terms;

(ii)

not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;

(iii)

not to upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;

(iv)

to not share an Account with any other person or business;

(v)

not to integrate the Platform with third party data or services, or make additions or changes to the Platform, (including by incorporating APIs into the Platform);

(vi)

to not share your Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited (and you must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security);

(vii)

to not use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);

(viii)

not to use the Platform in a way which infringes the Intellectual Property Rights of any third party;

(ix)

not to act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;

(x)

you must not make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without our express written consent;

(xi)

that we may change any features of the Platform at any time on notice to you;

(xii)

that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(xiii)

that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this agreement.

5.2

USER-VENDOR RELATIONSHIP

(a)

You acknowledge and agree that:

(i)

you are entirely responsible for the specifying the terms of any agreement between you and the relevant User including any agreement for the provision or sale of any Vendor Products offered by you via your Vendor Profile on the Platform (including, without limitation, any payment terms, delivery terms, terms of service, terms of sale, discounts, gift cards, returns policy, or loyalty programs);

(ii)

before offering any Vendor Products via your Vendor Profile you will be required to include a copy of your own terms and conditions which apply to all Users of the Platform who interact with your Vendor Profile (User-Vendor Terms);

(iii)

the User-Vendor Terms must not be inconsistent with these Terms; and

(iv)

No Knot is not a party to the User-Vendor Terms or any other separate agreement between you and any User;

(v)

No Knot has no obligations or liabilities in respect of the provision of Vendor Products by you to any Users or any other contractual relationship between you and any Users; and

(vi)

any dispute between you and a User in respect of the Vendor Products provided by you to that User does not involve No Knot and must be handled between you and that User and No Knot is not obliged to provide any refund for any Vendor Products or other resolution to any Users.

FEES AND PAYMENT

6.1

FEES

(a)

(Free Features) We may offer basic features such as viewing the Platform, creating your Account and setting up a Vendor Profile for free. The Platform and Vendor Profiles are also free to access for Users.

(b)

(Transaction Fee) When a User uses the Platform or the POS (as defined in clause 7.4) to purchase Vendor Products from you or otherwise use the Platform or POS to make any payment to you (Transaction), you must pay a transaction fee (in the amounts set out on the Platform or as otherwise notified to you from time to time) (Transaction Fee) via the Platform using our Online Payment Partner.

(c)

(Fees) You must pay us all fees (including the Transaction Fees, any Setup Fees, and any other fee payable under these Terms) (Fees) at the times and via the payment methods set out in these Terms or as otherwise notified to you from time to time.

(d)

(Changes to Fees) We reserve the right, from time to time, to change the Fees. We will notify you in advance if we do this.

(e)

(Online Payment Provider) We use a third-party payment provider (currently Stripe) for payment services including card payments, merchant settlement and other related services (Online Payment Provider). By accessing the Platform and allowing Users to complete Transactions on the Platform, you agree to be bound by the Online Payment Provider’s terms and conditions, including any applicable privacy policy. Stripe’s terms and conditions and privacy policy are accessible here.

(f)

(Payment Process) Unless otherwise specified, the Transaction Fees are payable immediately upon the completion of a Transaction by a User via the Platform, POS or via the Online Payment Provider (as applicable). You acknowledge and agree that, in our discretion, the Transaction Fees may be deducted automatically by the Online Payment Provider or POS from the amount paid by the User. If the Transaction Fees are not automatically deducted by the Online Payment Provider or POS upon the completion of a Transaction, you must pay any Transaction Fees at the times and via the payment method specified by us to you.

(g)

(Refunds) If a Transaction is refunded to a User for a legitimate reason (e.g. due to faulty goods) via the Online Payment Provider or POS, we will not refund the Transaction Fee to the Vendor.

6.2

LATE PAYMENTS

We reserve the right to suspend all or part of the Platform indefinitely if you fail to pay any Fees in accordance with this clause.

6.3

CARD SURCHARGES

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express) and additional surcharges charged by the Online Payment Provider.

ADDITIONAL PLATFORM TERMS

7.1

ENHANCEMENTS

(a)

We may from time to time in our absolute discretion release additional functionality or enhancements to the Platform including any upgraded, improved, modified or new versions of the Platform or additional features within the Platform (Enhancements).

(b)

Any Enhancements will not limit these Terms, however, may be subject to additional terms and conditions (including where the Enhancement requires integration to third party services). Enhancements may cause downtime or delays from time to time.

(c)

After Enhancements are made, before accessing the Platform, you must accept any applicable additional terms and conditions. If you do not agree to the additional terms and conditions, we may restrict your access to the Enhancements and the Platform.

7.2

COMMUNICATION FUNCTIONS

(a)

The Platform may allow you to send marketing communications to Users directly from the Platform including via email, SMS, social media or other/s (Communications Functions).

(b)

By using the Communications Functions, you agree:

(i)

you will only send communications to Users who have explicitly opted-in to receive communications from you (by linking their User Account with your Vendor Profile);

(ii)

any marketing communications must be done in accordance with the Spam Act 2003 (Cth) and all other applicable Laws;

(iii)

that all Users have the right to opt-out of receiving marketing communications from you by using the opt-out functionality within the Platform or by directly requesting that you do not send them any further communications; and

(iv)

if you receive an opt-out request directly from a User (including a request made outside of the Platform), you will not send that User any further communications via the Communications Functions or by any other means of communication.

(c)

The Communications Functions must not be used to distribute any content or Materials which:

(i)

are inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist;

(ii)

would breach or infringe any applicable Laws (including privacy Laws);

(iii)

contains any Confidential Information or violates any third party Intellectual Property Rights; or

(iv)

violates these Terms or any No Knot policy which is in place from time to time.

7.3

PROMOTIONS

(a)

The Platform may allow you to offer promotional materials, discounts on the Vendor Products, or gift cards which may be used by Users to purchase Vendor Products via your Vendor Profile or outside of the Platform (Promotions).

(b)

You acknowledge and agree that:

(i)

No Knot only provides the medium for you to create and manage the Promotions which apply to your Vendor Profile and Vendor Products;

(ii)

the Platform will apply to Promotions in accordance with the settings selected by you on the Platform (or any such default settings which apply when creating the Promotions);

(iii)

you are responsible for administering the Promotions using the Platform (including specifying the terms which apply to the Promotions within your User-Vendor Terms and ensuring the corresponding settings are selected on the Platform); and

(iv)

No Knot accepts no responsibility for the administration of any Promotions and expressly disclaims any liability for any loss arising in connection with any Promotions offered by you via the Platform (including due to any error or omission in the Promotions or the settings within the Platform).

7.4

POINT OF SALE SYSTEM

(a)

This clause will apply when you use the Platform as a point of sale system (POS) for your business.

(b)

You agree that you are responsible for:

(i)

maintaining any hardware on which the POS operates and No Knot is not responsible for any loss suffered as a result of any malfunction or failure of that hardware;

(ii)

the acts or omissions of any Personnel who use the POS (whether or not those acts or omissions are authorised) and it is your responsibility to ensure that they are appropriately trained to use the POS;

(iii)

compliance with applicable Laws relevant to your business, including Laws which apply to the sale of goods and services via the POS.

(c)

You acknowledge and agree:

(i)

to the Platform Limitations set out in clause 3.2; and

(ii)

that we make no guarantee that the POS functionality of the Platform will be available at all times or will be defect and error free when it is available.

(d)

You acknowledge that any disputes regarding any payment processed on the Platform must be handled between the Vendor and User. If a dispute cannot be resolved, you can escalate your dispute to us using the functionality within the Platform.

7.5

OUTLET MODE

(a)

You can connect multiple Vendor Profiles which relate to the same business or franchise on the Platform (Outlet Mode).

(b)

You acknowledge and agree that User Data will not be shared automatically between Vendor Profiles in Outlet Mode unless the relevant Users have linked their Account with all the Vendor Profiles individually.

YOUR CONTENT

8.1

WARRANTIES

By providing, posting or uploading any information, Material or other content in connection with the Platform (Vendor Material) (including your own branding, product images, and other content uploaded to the Vendor Profile), you represent and warrant that:

(a)

you are authorised to provide the Vendor Material (including by being authorised to provide any goods and services that you represent you provide);

(b)

the Vendor Material is accurate and true at the time it is provided;

(c)

the Vendor Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(d)

the Vendor Material is free from any material that may harm our reputation or that of associated or interested parties;

(e)

the Vendor Material is not “passing off” of any product or service and does not constitute unfair competition;

(f)

the Vendor Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(g)

the Vendor Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and

(h)

the Vendor Material does not breach or infringe any applicable Laws.

8.2

LICENCE

(a)

You grant to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Vendor Material in order for us to use, exploit or otherwise enjoy the benefit of such Vendor Material.

(b)

If it is determined that you retain moral rights (including rights of attribution or integrity) in any Vendor Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights.

(c)

You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Vendor Material infringes any third party’s Intellectual Property Rights.

8.3

CONTENT REMOVAL

(a)

We have no obligation to screen Vendor Material, however, we may, in our absolute discretion, review and remove any Vendor Material from the Platform at any time without giving any explanation or justification for removing the Vendor Material, including if we determine that the Vendor Material infringes a third party’s Intellectual Property Rights, or is reasonably likely to.

INTELLECTUAL PROPERTY

9.1

PLATFORM CONTENT INTELLECTUAL PROPERTY

(a)

(Our ownership) We retain ownership of all materials provided to you throughout the course of your use of the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.

(b)

(Licence to you) You are granted a licence to the Platform Content and you may make a temporary electronic copy of the Platform Content for the sole purpose of viewing it and using it for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish any Platform Content without prior written consent from us or as otherwise permitted by Law.

USER DATA AND LINKED ACCOUNTS

10.1

LINKED ACCOUNTS

(a)

In order for a User to purchase any Vendor Products via your Vendor Profile they must link their User Account with your Vendor Profile.

(b)

Once the User Account and Vendor Profile have been linked, you will be given access to a subset of the User Data held for that User’s Account and agree that you will only use that User Data:

(i)

in accordance with our Privacy Policy as set out here:
noknot.au/privacy

(ii)

in accordance with your own privacy policy (and only if a copy of that document has been provided to the User); and

(iii)

as otherwise specifically consented to in writing by the User after the Account and Vendor Profile have been linked.

10.2

USER DATA

Our Rights and Obligations

(a)

You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use any User Data uploaded by you to the extent reasonably required to provide the Platform, and for our internal business purposes, including to improve the Platform and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Platform, our business and our other products and services.

(b)

We will:

(i)

establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of User Data;

(ii)

not make any undocumented or unreported configuration changes to our systems or to the information security controls that secure User Data, if those changes would materially decrease the protections afforded to User Data; and

(iii)

notify and keep you notified of our current safety and security procedures and safeguards that are made from time to time.

(c)

We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

(d)

You are responsible for ensuring that:

(i)

you share User Data only with intended recipients;

(ii)

all User Data uploaded by you is appropriate and not offensive; and

(iii)

you have obtained the appropriate consents and approvals to share any User Data uploaded to the Platform (including from the relevant User, if applicable).

(e)

You:

(i)

warrant that our use of any User Data will not infringe any third-party Intellectual Property Rights or any other Laws; and

(ii)

indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement

10.3

IMPORTER FUNCTION

(a)

From time to time, we may offer you the ability to import User Data from an external source (such as another customer relationship management platform or offline source) to the Platform (Imported Data).

(b)

By uploaded Imported Data to the Platform, you represent and warrant that:

(i)

the Imported Data only contains information which you have been authorised to collect and share with No Knot and that information has otherwise been obtained by you legally;

(ii)

uploading the Imported Data would not cause you, No Knot, or any other party to breach or infringe any applicable Laws (including privacy Laws); and

(iii)

use of the Imported Data will not breach any third party rights including Intellectual Property Rights.

(c)

Before handling any Imported Data, No Knot requires each individual who is identified in the Imported Data to consent to being onboarded to the Platform as a User. Each User onboarded from the Imported Data will automatically be linked with your Vendor Profile.

THIRD PARTY SERVICES TERMS & CONDITIONS

11.1

THIRD PARTY TERMS

(a)

By accepting these Terms, you acknowledge and agree that the terms & conditions of third party service providers (Third Party Terms) may apply to your use of the Platform from time to time (including merchant services and certain marketing functions available on the Platform).

(b)

You agree to any Third Party Terms applicable to third party services that are used in providing the Platform to you, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

(c)

We will endeavour to notify you of Third Party Terms that apply to the Platform, in which case:

(i)

you must immediately notify us if you do not agree to such Third Party Terms; and

(ii)

if we do not receive a notice in accordance with clause 11.1(c)(i), you will be taken to have accepted those Third Party Terms, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

(d)

You acknowledge and agree that if you do not agree to any Third Party Terms, we may cancel your Account and restrict your access to the Platform immediately.

CONFIDENTIALITY AND PRIVACY

(a)

Except as contemplated by these Terms, a party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.

(b)

You agree to our Privacy Policy, located at noknot.au/privacy, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.

(c)

Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breach).

(d)

The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation in accordance with any applicable Laws.

LIABILITY

13.1

WARRANTIES

(a)

(Exclusion of Warranties) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.

(b)

(Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.

13.2

LIMITATION OF LIABILITY

(a)

(Exclusion and limitation of liability) To the maximum extent permitted by applicable law, No Knot excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use or any services provided by No Knot. Where such liability cannot be excluded, our maximum aggregate liability to you in respect of loss or damage sustained by you under or in connection with these Terms or the Platform is limited to the total Fees paid to us by you in the 6 months preceding the first event giving rise to the relevant liability.

(b)

(Indemnity) You agree at all times to indemnify and hold harmless No Knot and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by you or you officers’, employees’ or agents’:

(i)

breach of any of these Terms; or

(ii)

negligent, fraudulent or criminal act or omission.

(c)

(Consequential loss) We will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these Terms or any goods or services provided by us, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

NOTICE REGARDING APPLE

If you are accessing the Platform from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:

(a)

this agreement is between you and No Knot and not with Apple. Apple is not responsible for the services or any content available on the Platform;

(b)

Apple has no obligation whatsoever to furnish any maintenance and support services for the Platform;

(c)

in the event of any failure of No Knot to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Platform (if applicable). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be No Knot’s responsibility;

(d)

Apple is not responsible for addressing any claims by you or any third party relating to the Platform, including, but not limited to:

(i)

product liability claims;

(ii)

any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and

(iii)

claims arising under consumer protection, privacy, or similar legislation;

(e)

in the event of any third party claim that the Platform or your use of the Platform infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;

(f)

that you represent and warrant that:

(i)

you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting’” country; and

(ii)

you are not listed on any U.S. Government list of prohibited or restricted parties;

(g)

you must comply with applicable third party terms of this agreement when using the Platform; and

(h)

Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary.

CANCELLATION & DISPUTES

15.1

DISPUTE RESOLUTION

(a)

A party to this agreement claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

(b)

A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c)

Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

15.2

CANCELLATION OF ACCOUNT

(a)

You may cancel your Account by using the functionality on the Platform. We will close your Account and may delete all Vendor Material (except as otherwise required by any Laws) once all Fees due and payable to us have been paid and all of your obligations under these Terms have been satisfied.

(b)

Your licence to the Platform under these Terms will last until your Account is closed to ensure you have an opportunity to retrieve all data you may need from the Platform. Once your account is closed, we will have no responsibility to store or otherwise retain any Vendor Material, and you release us in respect of any loss or damage which may arise out of us not retaining any Vendor Material or other Material beyond that point.

(c)

No Knot reserves the right to terminate your access to any or all of the Platform (including any Accounts) at any time without notice, for any reason, including if:

(i)

you or your Personnel are in breach of any term of these Terms; or

(ii)

you become subject to any form of insolvency or bankruptcy administration.

15.3

EFFECT OF CANCELLATION

Upon cancellation, termination or expiry of your Account, we may delete any Vendor Materials associated with your Account. You won’t be able to recover any of this after cancellation, termination or expiry of your Account so we recommend you back up anything important to you.

15.4

SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

FORCE MAJEURE

(a)

We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.

(b)

If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

(i)

reasonable details of the Force Majeure Event; and

(ii)

so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.

(c)

Subject to compliance with clause 16(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(d)

For the purposes of this agreement, a ‘Force Majeure Event’ means any:

(i)

act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii)

strikes or other industrial action outside of the control of us;

(iii)

war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

(iv)

any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

NOTICES

(a)

A notice or other communication to a party under these Terms must be:

(i)

in writing and in English; and

(ii)

delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b)

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i)

24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

(ii)

when replied to by the other party,

whichever is earlier.

GENERAL

18.1

GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

18.2

WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

18.3

SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

18.4

JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

18.5

ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

18.6

ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

18.7

INTERPRETATION

(a)

(singular and plural) words in the singular includes the plural (and vice versa);

(b)

(currency) a reference to $; or “dollar” is to Australian currency;

(c)

(gender) words indicating a gender includes the corresponding words of any other gender;

(d)

(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(e)

(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(f)

(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(g)

(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(h)

(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(i)

(headings) headings and words in bold type are for convenience only and do not affect interpretation;

(j)

(includes) the word “includes” and similar words in any form is not a word of limitation; and

(k)

(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

For further information about our privacy policy or practices, or to access or correct your personal information, or make a complaint, please contact us using the details set out below:

Name: Customer Support
Email: support@noknot.au
Our privacy policy was last updated on 22/02/2024

DEFINITIONS

Term

Definition

Confidential Information

means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.

Documentation

means all manuals, help files and other documents supplied by us to you relating to the Platform, whether in electronic or hardcopy form.

Fees

Fees means the Transaction Fees, Setup Fees and any other fees the Client must pay in accordance with these Terms or as otherwise agreed by the parties.

Hosted Services

has the meaning given in clause 4.1

Intellectual Property Rights

Intellectual Property Rights means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trademarks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.

Material

means tangible and intangible information, images, text, documents, reports, data and other materials in any media whatsoever.

Personnel

means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.

Services

means the Hosted Services, the Support Services, and any other services we agree in writing to provide.

Setup Services

has the meaning given in clause 4.3

Support Services

has the meaning given in clause 4.2.

User

means end users of the Platform, on your website or any other platform (including mobile applications), and any other third party granted access to the Platform by you.

User Data

means files, data, materials or any other information, which is uploaded to the Platform by you or any User, including any Intellectual Property Rights attaching to those files, data, materials or any other information.

Vendor Products

means any goods and services offered by you to Users via a Vendor Profile on the Platform.

In this article

Summary

1. Introduction

2. Account Registration

3. Platform License And Use

4. Our Obligations And Services

5. Vendor Obligations

6. Fees And Payments

7. Additional Platform Terms

8. Your Content