Service Provider shall provide Client certain services (“Services”) specified at the URL which contains the link to the checkout process for such Services, on the page containing the purchase link or through a written agreement between the parties.  Each party shall designate a principal point of contact between the parties for all matters relating to Services provided hereunder. A party may designate a new point of contact by written notice to the other party.

Service Provider identifies each work request according to the following schedule:

 For all Services performed hereunder, Client shall pay Service Provider according to the fees, rates and payment terms set forth in this document.

This Agreement will commence on the Effective Date and will remain in full force and effect until terminated as provided in this Section. Unless otherwise provided herein, either party may terminate this Agreement for any reason or for no reason by giving the other party advance written notice of termination. Client shall pay Service Provider for all work performed and for all expenses incurred prior to the effective date of termination and any pre-paid amounts shall not be refunded and shall be considered Service Provider’s termination fee. If this Agreement is terminated by Service Provider due to no fault of Client, the Service Provider shall refund any pre-paid amounts for which Services have not been provided. Upon termination of this Agreement, or any Services provided hereunder for any reason: (i) all materials, including without limitation, Confidential Information, provided by either party to the other hereunder will be promptly returned after the effective date of termination, and (ii) all earned and unpaid fees and expenses will become immediately due and payable. Each party’s termination rights set forth in this Agreement are cumulative and are in addition to all other rights and remedies available to the parties.

If your work product or the Services involve calculations, formulas, mathematical reports, documents, dashboards, invoices, quotes, etc., we will work hard to ensure the accuracy of the result. You understand; however, that you are responsible for data inputs and shall be ultimately responsible for confirming any calculations, formulas, reports, documents, dashboards, invoices or quotes we produce for you to ensure they are accurate. If you find any discrepancies, please document them in writing and bring them to our attention immediately and we will be more than happy to resolve them.

Each party warrants that it has the right and power to enter into this Agreement and it has been signed by an authorized representative of such party. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards. To the extent Services provided by Service Provider are advisory, no specific result is assured or guaranteed. Client acknowledges that Service Provider has made no representations or warranties of any kind, express or implied (including warranties of merchantability or fitness for a particular purpose, which are hereby specifically disclaimed), with respect to the Services provided hereunder except as provided herein.  Subject to the limitations set forth in this paragraph, Service Provider and Client shall each protect, defend, indemnify and hold the other and the other’s successors, directors, officers, employees or representatives harmless from any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) caused by, arising out of, or resulting from any intentional or negligent act or omission on the part of the indemnifying party, its officers, directors, employees or representatives in the performance of, or the failure to perform, this Agreement. Except for the Indemnification provided in this Section, Service Provider’s maximum liability for any action arising under this Agreement, regardless of the form of action and whether in tort or contract, shall be limited to the number of fees paid by Client for the Services from which the claim arose. In no event shall either party shall be liable to the other for any special, incidental, consequential, punitive or indirect damages, including, without limitation, lost profits or business expectancy damage, computer downtime or any other unauthorized use, whether in contract or in tort, or otherwise, whether or not such party had notice of the possibility of such damages occurring, arising out of such party’s performance or alleged nonperformance of this Agreement.

“Confidential Information” shall mean any confidential and proprietary business and/or technical information or any information that may have commercial or other value in the disclosing party’s business and is confidential or proprietary in nature, including but not limited to: (i) trade secrets, inventions, pending patents and copyrights, (ii) concepts, know-how, ideas, techniques, discoveries, and improvements, (iii) algorithms, formulas, specifications, research, development, data, databases, software design and architecture, computer programs, source, object and other computer code, (iv) technical or other representations, documentation, diagrams, and flowcharts, (v) other technical, business, financial, customer, supplier and development plans or information, schedules, forecasts, strategies, marketing plans, techniques, and other similar information and (vi) names and contact information of employees, clients, partners and prospects. Confidential Information may be written or verbally communicated information which: (a) if in tangible form, has been marked trade secret, confidential, proprietary or with words of similar import; (b) if oral or other intangible form, which is stated to be confidential at the time of disclosure and a description of which is delivered to the receiving party within thirty (30) days of disclosure. Confidential information may include information that is confidential or proprietary to the disclosing party’s clients, partners or affiliates for which the disclosing party is authorized to disclose solely for the purposes of providing Services to such clients, partners or affiliates. Confidential Information loses that status if: (a) the information is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its representative in breach of this Agreement; (b) is or becomes available to the receiving party or its representative on a non-confidential basis from a source other than the disclosing party or its representatives, that is not bound by a confidentiality or similar agreement prohibiting the disclosure thereof; (c) is within the receiving party’s possession prior to being furnished, provided that the receiving party can establish with appropriate documentation that the same or substantially similar data or information was already in the receiving party’s possession at the time of disclosure by the disclosing party; or (d) has been independently developed by the receiving party, provided the receiving party can establish with appropriate documentation that the same or substantially similar data or information was developed by the receiving party without reference to, use of, or reliance upon the data or information disclosed by the disclosing party. Each party agrees to hold the other party’s Confidential Information in confidence and, other than for the purposes of furthering the Services, shall not improperly use or disclose the Confidential Information of the disclosing party to any third party, and it is understood that said Confidential Information shall remain the sole property of disclosing party. Each party acknowledges that a breach of the provisions of this Section shall result in injury to the disclosing party, or its customer, for which monetary damages cannot adequately compensate. Each party agrees that, in addition to any other remedy available to it, the disclosing party shall be entitled to seek both temporary and permanent injunctive relief to the extent permitted by law for a breach or threatened breach of this Section.

Any controversy or claim, whether based on contract, tort, misrepresentation, or any other legal theory, related directly or indirectly to this Agreement (“Dispute”), shall be resolved solely in accordance with the terms of this Section. Re-performance of services shall be Client’s only remedy hereunder. Either party reserves the right to seek an injunction or other equitable relief in court to prevent or stop a breach of this Agreement or a violation of rights either party has under law. In the event of Dispute, Service Provider and Client hereby agree that (i) they will first attempt, in good faith, to resolve such Dispute through direct negotiation within thirty (30) days of the date either party notifies the other party of the existence of a Dispute; (ii) in the event a Dispute under this Agreement cannot be resolved through direct negotiation, each party hereby agrees and covenants that both shall submit to mediation under a mutually agreeable mediator in Sydney, Australia. In the event of mediation, each party shall bear its own costs of such mediation, including its own attorney’s fees and its pro rata share of mediator fees. The parties and their representatives shall hold the existence, content and result of the mediation in confidence. The mediator shall not consider punitive damages. There shall be no discovery conducted prior to, or during the mediation process. Disputes for non-payment of Services shall not be required to be submitted to mediation. If following any requirement for mediation above, any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled, in addition to other such relief as may be granted, to a reasonable sum as and for attorney’s fees, costs of collection, and costs of any litigation, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose.

If the Services we provide require us to access your Zoho CRM deployment or other systems, be sure we have a current set of system administrator credentials. If we cannot access the system(s), it will delay our services and you may lose your place in the support queue while we wait for updated credentials.

Any notices provided for in this Agreement shall be via email. The relationship of Service Provider to Client shall be at all times that of an independent contractor. Neither party has the authority to bind the other party nor to incur any obligation on behalf of the other. Service Provider and Client shall be responsible for and shall pay promptly all federal, state, and municipal taxes, charges and assessments with respect to its income and employees or agents, including but not limited to, social security, unemployment, federal and state withholding and other taxes. Neither party may sign contracts for, or handle cash or negotiable instruments of the other party without such party’s written consent. Except for Client’s obligation to pay Service Provider, neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause beyond its control. Without limiting the generality of the foregoing, such causes include Acts of God, or the public enemy, fires, floods, storms, earthquakes, riots, strikes, power failures, interruption of the Internet, lockouts, acts of terrorism, wars or war operations, restraints of government or other cause or causes. Whenever the terms of this Agreement call for the performance of a specific act on a specified date, which date falls on a Saturday, Sunday or legal New South Wales holiday, the date for the performance of such act shall be postponed to the next succeeding regular business day following such Saturday, Sunday or legal NSW. holiday. THIS AGREEMENT SHALL BE GOVERNED BY, ENFORCED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW SOUTH WALES, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as part of this Agreement, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. This agreement may be modified from time to time without notice and any such changes shall be posted to this same URL. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous negotiations and agreements, oral or written, between them regarding the subject matter hereof and constitute the entire agreement of whatsoever kind or nature existing between the parties respecting the subject matter hereof. As between the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect; the parties specifically acknowledge that in entering into and executing this Agreement, the parties relied solely upon the representations and agreements contained in this Agreement and no others. All prior or contemporaneous representations or agreements, whether written or verbal, not expressly incorporated herein are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing by all parties. No purchase order or other documents that purports to modify or supplement the printed text of the Agreement shall add to or vary the terms of the Agreement. All such proposed variations, edits, or additions to the Agreement are objected to and deemed material unless otherwise mutually.

We take the obligation to protect your personal information very seriously and always take reasonable measures to keep personal information secure from any kind of inappropriate disclosure or modifications. Oscillosoft does not share, rent or sell any personally identifying information that is provided by our customers and partners (for example: name, email address, contact details, etc.) to any outside organisations for use in its marketing or solicitations.

Occasionally, Oscillosoft may request contractors and agents who will have access to your personal information to perform services for Oscillosoft and are always required to keep the information confidential and may not use it for any purpose other than the services that need to be carried out for Oscillosoft. We use a variety of technologies and procedures that help secure your personal information. The information is secure with only authorised access, use and disclosure. The personal information that you provide to Oscillosoft (with the exception of data provided to Zoho) is safe and secure on servers that are located in Australia that are controlled in a secure environment and protected by biometrics from unauthorised access, use or disclosure. All customer information such as account credentials are stored via Zoho Vault and secured by AES-256 encryption.  All physical, technical and organisational measures are taken to protect your personal information within reason and capacity.

In addition to this, Oscillosoft may share information about customers and its website visitors to business partners such as Zoho, Xero, etc. (list of partners: https://www.oscillosoft.com.au/about-us/our-partners/) and other third parties. We may also provide links to other third party websites. Other websites and services have separate privacy and data collection practices. When a customer leaves Oscillosoft’s company website(s), Oscillosoft is not responsible or in control of the privacy policies or data collection activities on other websites. It is the customer’s responsibility to be aware of the privacy policies on websites and companies that are not affiliated with Oscillosoft.

The personal information collected by Oscillosoft is used only in compliance with this privacy policy. The customers who subscribe to our subscription or sign up for our services are obliged through our agreements to agree to this privacy policy.

Customers have the option to unsubscribe from our marketing communications by clicking on the “unsubscribe” link located at the bottom of our emails or send us an email to support@oscillosoft.com.au. A customer cannot opt out of receiving transactional emails related to their account that is associated to Oscillosoft. Customers are responsible for their subscription options on other third party websites.

Oscillosoft’s websites include the platforms Facebook, LinkedIn, Twitter, Instagram, Youtube, Pinterest, and other external social media platforms. The like and share buttons, widgets and other similar interactive options are included as part of the Oscillosoft network. These social media interactions may capture your IP address, information on the pages that you visit on the Oscillosoft website(s), and this may set a cookie to enable the feature to function. All social media platforms may host features and interactions on other third party or respective websites and this privacy policy does not cover those features. Your interactions with such features are controlled by the policy agreements of the companies that provide them.

Oscillosoft may publish sensitive information about customers such as name, company, designation, testimonials and more on the company website(s). This information is obtained and published with the prior consent of each customer.

Oscillosoft and its partners use cookies and similar technologies to analyse trends, administer the website and track the movements of users’ across the website. We also intend to gather demographic information about the user base as a whole. Customers provide consent to access said information by accepting the use of cookies on the Oscillosoft website.

Oscillosoft complies with the same GDPR Regulations as Zoho Corp. To know more, read about how Zoho adheres to GDPR – https://www.zoho.com/gdpr.html.

All the terms mentioned in this privacy statement shall be governed and construed in accordance with the laws of Australia without regard to its conflict of law provisions. The failure of Oscillosoft to enforce any right or provision of these terms will not be considered as a waiver of those rights. If any provision of these terms are held to be invalid or unenforceable by a court, the remaining provisions of these terms will still be in affect. All terms in this Privacy Policy constitute the entire agreement between Oscillosoft and its customers regarding our service and supersede and replace any prior engagements that we might have regarding the service.

In case of any changes to this policy, we will post the decided changes to this privacy statement in every location that this policy is accessible, and other places that we deem appropriate. Our intent is to keep you aware of what information we collect, how we use it and under what circumstances we disclose it. We reserve the right to modify this Privacy Policy at any time without notice and request you to review it frequently or as needed.

If you have any questions about our terms and policies, please contact us at support@oscillosoft.com.au.