Terms and Conditions

Boniro is a brand of Maropost.

Plan
1. The Merchant subscribes to the Plan and in so doing agrees upon and accepts these General Terms & Conditions.
2. These General Terms & Conditions prevail over the Plan to the extent of any inconsistency.
3. The Merchant warrants the Plan meets the Merchant's needs at the Commencement Date and for the duration of the Term.
4. The Merchant may change Plans at any time using the SaaS or otherwise with the consent of Maropost and the Merchant shall pay any additional Service Fees or charges from the start of the next billing period.
Hosting
1. Maropost shall Host the Merchant Website on the Network.
2. Maropost shall maintain the Network and Host the Merchant Website in accordance with Good Industry Practice. Maropost may update the Network at any time and in such manner as it thinks fit.
3. Maropost shall use reasonable endeavours to ensure the Network and Hosting Service is available at least 99.9% of the time in each calendar month during the term of the Contract, except where:
  1. Maropost has suspended the Service because the Merchant is in default of the Contract (e.g. for non-payment of an invoice);
  2. factors outside Maropost's reasonable control disrupt the Network (e.g. a DDoS attack or third party system failure);
  3. Maropost conducts Scheduled Maintenance or Remedial Maintenance.
4. If the Network and/or Hosting Service is not available at least 99.9% of the time in each calendar month or part thereof during the term of the Contract, Maropost shall refund to the Merchant, for each period of 30 minutes that the Network and Hosting Service not available ('Downtime'), 5% of the Service Fees paid by the Merchant for that calendar month up to but not exceeding 100% of the Service Fees for the calendar month. Downtime shall be measured from the time it is reported by the Merchant to Maropost until the Network and Hosting Service are restored and the Merchant Website is able to transmit and receive data again. This shall be the Merchant's sole entitlement in the event of Downtime. The Merchant accepts that occasionally Downtime arises and agrees it shall not be entitled to any other compensation or payment by Maropost for or in respect of Downtime (howsoever caused).
5. Maropost does not guarantee or warrant any search engine optimisation or ranking for the Merchant Website.
6. Maropost provides The Merchant up to 100GB of asset storage. This limit is negotiable and includes product images, miscellaneous files and assets which come bundled with the software.
7. In cases where a heavy volume of traffic to the Merchant Website, The Merchant’s control panel or the Merchant Website API is causing performance or availability issues for other merchants, Maropost shall work within reason to accommodate, and reserves the right to limit traffic.
Access
1. The Merchant shall access the SaaS via the internet.
2. The Merchant shall use the Login Codes to access the SaaS.
3. The Merchant shall configure the SaaS to its requirements using the features and functionality made available through the Maropost SaaS platform. Maropost may assist with but is not responsible for configuration of the SaaS for the Merchant.
4. The Merchant shall keep the Login Codes strictly confidential and secure from third parties.
5. Maropost may access the SaaS, Merchant Website, Data and any Service at any time for any reason without the prior consent of the Merchant and without giving prior notice to any person for doing so.
Use
1. The Merchant is licensed to use, and shall use, the SaaS, Hosting Service and the Merchant Website only for the Authorised Use.
2. The Merchant shall only permit its officers and employees who are Authorised Users to use the SaaS and Hosting Service.
3. The Merchant shall permit no more than the Number of Users to access and use the SaaS and Hosting Service at any time.
4. The Merchant acknowledges and accepts the Privacy Policy.
5. The Merchant shall adopt Maropost's prescribed policies for the Merchant Website.
6. The Merchant shall not conduct or solicit third-parties to conduct penetration or vulnerability testing on their website.
Data and Content
1. The Merchant is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership all Data and Content uploaded, collected or otherwise Hosted and/or processed on the Merchant Website by the SaaS.
2. The Merchant authorises Maropost, and warrants that Maropost is authorised (including by any relevant third parties) to access and manipulate Data if in Maropost's sole opinion that is reasonably necessary to provide the Services.
3. The Merchant warrants and shall ensure that it complies in all respects with the Privacy Act.
4. Maropost's responsibilities under the requirements of PCI-DSS 3.2 are as outlined in the PCI Responsibility Matrix. Merchants looking to maintain compliance with PCI-DSS 3.2 should be aware of their own and shared responsibilities as outlined in the matrix.
Website Front-End Templates
1. The Merchant shall supply the Website Front-End Template to Maropost or shall acquire its Website Front-End Template from Maropost or from any third party.
2. If the Merchant supplies the Website Front-End Template to Maropost, the Merchant shall be solely responsible for its appearance, functionality, performance and operation.
Professional Services
1. Maropost may at the request of the Merchant provide Professional Services in accordance with these General Terms & Conditions.
2. Maropost shall provide Professional Services in accordance with the stages and milestones agreed in writing with the Merchant.
3. If the Merchant requires any variations to Professional Services described herein (including but not limited to changing the scope of such services, changing Acceptance Testing criteria, or changing stages or milestone dates for completing any Work), the Merchant shall submit an application to Maropost to make the variations and shall include full details of the variations requested. Upon receipt of such application, Maropost shall prepare and provide the Merchant with a quotation outlining the costs of the variation and any additional conditions for accepting and performing the variation required by Maropost. The Merchant shall accept or reject the quotation within the time limits prescribed therein or, if the quotation is not expressed to lapse or expire on a particular date, within 7 days of receipt of the quotation from Maropost. Upon acceptance of the quotation by the Merchant, the Professional Services shall be varied as set out therein.
4. Professional Services shall be completed when they are fully performed and all stages and/or milestones and Acceptance Testing therefor are passed. Upon completion of the Professional Services, Maropost shall be under no obligation to provide additional Professional Services. In particular Maropost shall be under no further obligation to maintain and repair, update, upgrade or add to any Work completed or created hereunder.
Intellectual Property
1. Maropost owns all Intellectual Property in the SaaS.
2. The Merchant licenses, and warrants that Maropost is authorised, to use, copy, modify, configure and integrate the Data, Content and Website Front-End Templates supplied by the Merchant for the purposes of these General Terms & Conditions.
3. Maropost licenses the Merchant to use the SaaS and the Work for the Merchant Website in accordance with these General Terms & Conditions.
4. Nothing herein disclaims, abrogates, alienates or affects Maropost's subsisting and continuing moral rights in the SaaS or the Work.
5. The Merchant shall not copy, hack, alter or disseminate the SaaS, Hosting Service or Network in any way, nor allow any third party to do so.
6. The Merchant agrees Maropost may suspend or terminate the Services if any infringement of a third party's Intellectual Property occurs or is alleged in connection with the Merchant Website.
Risk
1. The Merchant uses the SaaS, Hosting Service, Add-ons and Network solely at its own risk.
2. The Merchant warrants that it has obtained its own independent professional and technical advice, or has decided not to do so, prior to entering these General Terms & Conditions and that it shall use the Services hereunder freely and voluntarily without duress or pressure to do so from Maropost.
3. Maropost may provide you access to third-party software ("Add-ons”) via the SaaS for your consideration and/or use. Use of these Add-ons is entirely at your own risk and discretion. It is The Merchant’s responsibility to assess the risk involved in the use of any Add-on and read the terms and conditions and/or privacy policies applicable.
Backup and Disaster Management
1. The Merchant shall regularly back up the Website Front-End Templates and all Data associated with these Website Front-End Templates in accordance with Good Industry Practice.
2. The Merchant shall implement and maintain a disaster management plan for its business and shall be solely responsible for rectifying any events which interrupt with the Merchant's ability to access and use the SaaS, Hosting Service or Merchant Website pursuant hereto.
DDoS
1. If the SaaS, Hosting Service or the Merchant Website is the target of a DDoS or any other electronic attack or threat, Maropost may, at any time and without giving prior notice to any person, take such protection and/or mitigation measures as it in its sole discretion considers reasonably necessary, including:
  1. suspending the SaaS, the Merchant Website or any other Service;
  2. moving the SaaS, Merchant Website and/or Data to a quarantine server;
  3. implementing access control lists; and/or
  4. applying IP address filtering and/or blocking.
2. If Maropost takes any such measures, it may continue them until such time as the attack or threat is considered by Maropost (in its absolute discretion) to be eliminated, avoided or otherwise dealt with.
Support
1. Maropost shall provide the Merchant with:
  1. Help Desk Support for the SaaS and Hosting Service;
  2. Scheduled Maintenance;
  3. Remedial Maintenance.
2. Maropost may also provide the Merchant with Help Desk Support for the Merchant Website.
3. The Merchant may access Help Desk Support via any email address, phone number, website or other contact method designated by Maropost.
4. Maropost shall use its best endeavours to respond to any Help Desk Support enquiries or reports in a timely manner but is otherwise not bound to respond or to rectify any defects, errors, threats or other issues arising within any particular time frame.
Service Fees
1. The Merchant shall pay the Service Fees set out in the Plan and as otherwise agreed in writing between the parties.
2. Maropost invests heavily in continuing to build out our platform, cyber security prevention, site performance, developing Merchant user documentation and training our staff to assist our Merchants to become successful retailers and wholesalers, using the Maropost platform. As a result, from time to time, it is necessary to increase our fees and change our plan offerings. Maropost may do this by serving not less than one (1) month's prior written notice of the same upon the Merchant and giving the Merchant an opportunity to terminate hereunder prior to the expiry of that notice period if the Merchant does not accept the varied Service Fees. The Merchant shall not be entitled to any compensation or other remedy in the event of termination hereunder. Upon the expiry of the notice period, if the Merchant has not terminated, the Merchant shall be deemed to have accepted the varied Service Fees as notified by Maropost.
3. Maropost may block and/or suspend the provision of or access to the Services and SaaS if any Service Fees are unpaid or become overdue (whether in whole or in part).
4. Maropost may at its sole discretion recommence or restore the provision of or access to the Services if any overdue invoice for Service Fees is paid.
5. The Merchant acknowledges and agrees that it may take up to 48 hours for any Service to be recommenced or restored.
6. The Merchant shall pay Service Fees by credit card, electronic funds transfer, direct debit, or in any other manner agreed by Maropost. Where payment is made or taken by credit card, Maropost shall be entitled to add a surcharge of up to two and one half percent (2.5%) of the total amount due under any invoice.
7. Maropost may pass on and charge the Merchant any fees, levies or charges it incurs as a result of any credit card, direct debit, cheque or similar payment transaction failing or being declined.
8. Unless otherwise stated, Service Fees are exclusive of GST. The Merchant shall, in addition to Service Fees, pay Maropost the amount of the GST. The Merchant shall be entitled to a tax invoice for its payments for Services.
9. The Merchant must not deduct or set-off any money owing to it or any money which the Merchant reasonably anticipates will become owing to it by Maropost from any money due to Maropost under these General Terms & Conditions.
10. Service Fees set out in the Plan are billed in advance of their respective terms and automatically renew at the end of their respective terms for an equivalent term.
11. Service Fees are non-refundable including but not limited to when the Plan is cancelled mid-term.
Errors and omissions
1. Maropost shall use its best endeavours to rectify at its cost any material errors or omissions in the Services provided hereunder promptly whenever such an error or omission is found in the course of execution of the Services. An error or omission is material if Maropost determines in its absolute discretion (acting reasonably) that it is not minor and prevents the Services from satisfying the Merchant's specifications, any Legislative Requirements and/or the standards of Good Industry Practice.
2. Notwithstanding the foregoing, Maropost shall not be liable to rectify any errors or omissions caused or partly caused directly or indirectly by or arising from:
  1. any misinformation provided by the Merchant;
  2. any direction given by the Merchant;
  3. any conduct of the Merchant or any third party;
  4. any undue duress, pressure or influence exerted by the Merchant upon Maropost or its officers, employees, agents or subcontractors; or
  5. any accident, act of God, fire, flood, war, act of violence, terrorism or similar occurrence beyond Maropost's reasonable control.
3. The Merchant shall submit all claims for rectification to Maropost in writing promptly upon discovering them.
Limitation of liability
1. To the extent permitted by law, and without limiting the foregoing subject always to the Competition and Consumer Act, the Australian Consumer Law, and the Fair Trading Acts of each State and Territory in Australia, Maropost does not warrant either the quality or standard of the Services provided hereunder, or the design, performance, use, utility, fitness for purposes or merchantable or acceptable quality of any software, service, product or thing for any particular purpose or at all, other than to the extent expressly represented in these General Terms & Conditions or in any documentation prepared and supplied by Maropost to the Merchant hereunder and to the extent implied or required by law.
2. Maropost may, at its option, choose to satisfy any claim for rectification of any defect or omission in the Services by either:
  1. resupplying the Services at Maropost's cost; or
  2. paying a third party approved by Maropost to resupply the Services or to supply replacement Services hereunder, upon which Maropost shall be fully and effectually released and discharged from any further obligations in relation to such claim.
3. In no case shall the value of a claim by the Merchant for rectification of any defect or omission (as assessed and determined by Maropost, acting reasonably) exceed the total value of the Services Fees paid by the Merchant under these General Terms & Conditions up to the date the claim is made, and all damage or expense over and above such amount shall be the responsibility of the Merchant.
4. Maropost shall not be liable to the Merchant for any delay or delays in the provision of the Services.
5. Maropost shall not be liable to compensate the Merchant for any delay in either replacing or remedying an actual or alleged defect or omission or in properly assessing or responding to a claim.
6. Maropost shall be under no liability whatsoever to the Merchant for any indirect, special or consequential loss and/or damage (including loss of profit, loss of revenue or other economic loss) suffered by the Merchant arising out of or in connection with any Services or any defect or omission arising under these General Terms & Conditions.
7. The Merchant shall give Maropost reasonable access to any premises or property (including to devices via screen sharing) required for Maropost to fully and properly investigate and assess any and all claims hereunder.
8. Maropost may decline any claim which does not comply with these General Terms & Conditions, or which is not covered by these General Terms & Conditions, or which is made for Services that are found not to be defective by Maropost, in which case Maropost may give notice to the Merchant that the claim is declined and the Merchant shall be responsible for Maropost's reasonable costs of receiving, processing, assessing and declining the Merchant's claim. Maropost may invoice the Merchant any such costs incurred by it and the Merchant shall promptly pay the invoice within seven (7) days of the date of the invoice.
Default & consequences of default
1. Without prejudice to Maropost's other remedies at law or in equity, Maropost shall be entitled to immediately suspend or terminate the supply of the Services in the event that:
  1. any Service Fees are not paid when due; or
  2. the Merchant breaches these General Terms & Conditions; or
  3. the Merchant becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
  4. a receiver, manager, administrator, liquidator (provisional or otherwise) or similar person is appointed in respect of the Merchant or any asset of the Merchant.
2. Maropost will not be liable for any loss or damage the Merchant suffers because Maropost has exercised its rights under this clause.
3. If Maropost terminates these General Terms & Conditions under clause 16.1, Maropost may pursue the Merchant for damages for breach or specific performance or both.
4. Maropost's rights and entitlements hereunder are in addition to the rights which Maropost may have at law or in equity.
5. If the Merchant defaults in payment of any Service Fees, the Merchant shall indemnify Maropost from and against all costs and disbursements incurred by Maropost in pursuing the debt including legal costs on a solicitor and own Merchant basis and Maropost's collection agency costs.
6. Interest on overdue Service Fees shall accrue daily from the date when payment becomes due, until the date of payment, at the rate or rates prescribed from time to time under Sections 58 and 59 (as applicable) of the Civil Proceedings Act 2011 (Qld) and such interest shall be calculated and invoiced monthly and shall be payable immediately upon invoicing by Maropost.
7. If any account remains overdue after thirty (30) days, then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200) shall be levied for administration fees which sum shall become immediately due and payable.
Termination for convenience
1. Either party may terminate these General Terms & Conditions, with or without giving any reasons for doing so, by giving not less than 30 days' written notice to the other party, and upon giving such notice these General Terms & Conditions shall terminate at the expiry of the 30 days.
2. Maropost may at Maropost's option suspend the provision of the Services at any time after notice of termination is given by either party.
3. Neither party shall be liable to the other party for any loss or damage whatsoever arising from termination under clause 17.1.
4. The termination of these General Terms & Conditions by either party is without prejudice to any other right or remedy which they may have against each other at law or in equity.
General indemnity
1. To the fullest extent permitted by law, the Merchant shall indemnify and keep indemnified Maropost from and against any and all losses, loss of profits, claims, damages, actions, suits, demand, costs (including reasonable legal costs and disbursements on a full indemnity basis), interest, charges and expenses of any kind whatsoever, which Maropost shall or may suffer or incur or be called upon to suffer or incur by virtue of:
  1. any default or breach hereunder by the Merchant;
  2. any unlawful, negligent, fraudulent or indictable act or omission of the Merchant or any of its officers, employees or agents;
  3. the use or misuse of any Services by the Merchant; or
  4. any Content or Data uploaded, processed or posted by the Merchant using the SaaS or otherwise on the Merchant Website or any other website of the Merchant, except to the extent of any contributory negligence by Maropost.
2. The Merchant shall pay any and all indemnified amounts to Maropost within 7 days of receiving a written demand for the same.
Representations
1. The Merchant represents and warrants that at the date of acceptance of these General Terms & Conditions by the Merchant and at all times until these General Terms & Conditions are fully performed and completed:
  1. the Merchant is not bankrupt and is not insolvent or in receivership or under administration, official management or liquidation and has not entered into an arrangement with its creditors;
  2. the Merchant is able to carry on its business and perform its obligations under these General Terms & Conditions;
  3. the Merchant is adequately insured with a reputable insurer against all risks which a prudent person carrying on its business would insure against;
  4. there are no legal proceedings, actions, prosecutions or investigations threatened, pending or commenced against the Merchant or the directors or shareholders of the Merchant;
  5. all corporate authorisations and approvals necessary to enable it to enter into these General Terms & Conditions have been obtained and remain in full force and effect;
  6. all governmental requirements, authorisations, approvals and licenses which are necessary for the Merchant to legally carry on its business are in full force and effect; and
  7. it has not withheld from Maropost any document, information or other fact material to the decision of Maropost to enter into these General Terms & Conditions or to supply Products or provide credit to the Merchant.
2. The Merchant must immediately notify Maropost if any of the aforementioned representations, warranties and covenants cease to be true and correct.
Security for payment
1. The Merchant grants Maropost a security interest and a charge and a general lien over all Website Front-End Templates, Data and Content (including domain keys and codes therefor) ('Collateral') it has supplied to Maropost to secure payment of the Service Fees in accordance with these General Terms & Conditions and the provisions of the Personal Property Securities Act ('PPSA').
2. Maropost agrees to take a security interest and a charge and a general lien over the Collateral and shall register its security interest on the Personal Property Securities Register ('PPSR').
3. The Merchant shall do all such things necessary to perfect Maropost's security interest hereunder.
4. Maropost may retain and withhold possession of any Collateral to enforce its right to payment hereunder.
5. The Merchant authorises under section 275(7)(c) of the PPSA the disclosure of information by a secured party under section 275(4) of the PPSA in response to any request for information from an interested person pursuant to sections 275(1) to (3) of the PPSA.
6. The Merchant will not without written notice to Maropost, change its name or initiate any change to any documentation registered under the PPSA in relation to these General Terms & Conditions.
7. Maropost undertakes to maintain the accuracy of the registered security interest and may remove the registration when the Merchant has paid all amounts owed to Maropost in relation to the Services.
Credit checking
1. Maropost may obtain from a credit reporting agency a credit report about the Merchant.
2. Maropost may exchange information about the Merchant with credit reporting agencies, credit providers and trade referees to assess the Merchant's credit worthiness and to notify third parties of any defaults hereunder.
3. The Merchant consents to Maropost being given a consumer credit report to collect overdue payment on commercial credit under section 21H of the Privacy Act.
4. The Merchant agrees that personal credit information provided may be used and retained by Maropost to provide products, market Maropost's products and services (including the Services), process payments hereunder and maintain the Merchant's account/s with Maropost.
5. Maropost may disclose information about the Merchant and/or its directors, officers and shareholders pursuant to any request by a third party for any reference or report concerning that person or entity. The Merchant shall indemnify Maropost for any claim arising from such disclosure hereunder.
6. Maropost may give credit reporting agencies personal information about an application for a Credit Account, but only the kinds of information allowed by the Privacy Act.
Force majeure
1. Maropost will not be liable for any failure or delay in the performance of its obligations under these General Terms & Conditions to the extent such failure or delay is caused by a Force Majeure Event.
2. If a Force Majeure Event arises, Maropost shall use reasonable endeavours to promptly advise the Merchant of the details of the Force Majeure Event and its likely effect on the performance of Maropost's its obligations hereunder, and Maropost shall Maropost shall take all steps reasonably necessary to recommence performance of the affected Services and minimise any delay caused by the Force Majeure Event.
Dispute resolution
1. If a dispute arises out of or relates to these General Terms & Conditions, the breach, termination, validity or subject matter of these General Terms & Conditions, or any claim in tort, in equity or pursuant to any domestic or international statute or law, then subject always to clause 23.6 the parties to the Agreement and to the dispute expressly agree to endeavour in good faith to settle the dispute by mediation administered by a mediator appointed under the Mediation and Conciliation Rules of the Institute of Arbitrators and Mediators of Australia as in existence at the time written notice is received by the parties.
2. A party claiming that a dispute has arisen must give written notice to the other parties to the dispute specifying the nature of the dispute.
3. On receipt of the notice specified in clause 23.2, the parties to the dispute must within seven (7) days of receipt of notice seek to resolve the dispute.
4. If the dispute is not resolved within the said seven (7) days or within such further period as the parties agree, then the parties must mediate the dispute and adopt the provisions of, and the procedures noted in, the Mediation and Conciliation Rules of the Institute of Arbitrators and Mediators of Australia, being the Rules in existence at the date of the notice specified in clause 23.2.
5. The terms of the Mediation and Conciliation Rules of the Institute of Arbitrators and Mediators of Australia, being the Rules in existence at the date of the notice specified in clause 23.2, are hereby deemed incorporated into these General Terms & Conditions.
6. Notwithstanding the foregoing, Maropost shall always have the right to institute legal proceedings in any court of competent jurisdiction in order to collect payments due to Maropost by the Merchant whether under these General Terms & Conditions or any other agreement, without first being required to undergo mediation or arbitration.
7. This clause 23 survives termination or expiration of these General Terms & Conditions.
General
1. These General Terms & Conditions prevail over any terms of trade or terms and conditions of supply or of acquisition of goods or services provided or submitted by the Merchant or agreed to by Maropost to the extent of any inconsistency between them.
2. The parties contract hereunder independently and at arm's length. Nothing herein constitutes either party a partner, joint venturer, agent or employee of the other party.
3. Each party warrants, states and represents that the party has entered these General Terms & Conditions with full knowledge of the responsibilities of the party under it, with full knowledge of the effect of these General Terms & Conditions on the party's financial position, after either obtaining or electing not to obtain independent legal and accounting and taxation advice on the terms and subject matter of these General Terms & Conditions, and without any reliance on any other party in respect thereof.
4. If any provision of these General Terms & Conditions shall be invalid, illegal or unenforceable, that provision shall be severed from these General Terms & Conditions and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired in any way.
5. All notices required to be given by the Merchant under these General Terms & Conditions must be given in writing, addressed to Maropost at its registered office, in the English language, signed by the Merchant (or its duly authorised attorney or representative), and dated the date on which it was signed. Maropost may give notices to the Merchant in any form Maropost thinks fit and, without limiting the foregoing, if Maropost publishes a notice or any content on the Maropost Website then the Merchant is deemed to have received that notice and notice of that content on and from the date of publication. The Merchant shall check and monitor and keep updated with all notices and content published on the Maropost Website.
6. Maropost may license or sub-contract all or any part of its rights and obligations without the Merchant's consent. Maropost may also at its sole discretion transfer or assign all or any part of its rights and obligations hereunder to any third party without the Merchant's consent.
7. The Merchant shall not transfer or assign all or any part of its rights and obligations hereunder without first obtaining the prior written consent of Maropost.
8. The Merchant shall give Maropost not less than fourteen (14) days prior written notice of any proposed change of ownership or control of the Merchant, or any change in the Merchant's name, or any other change in the Merchant's details (including but not limited to, changes in the Merchant's address, facsimile number, or business practice). The Merchant shall be liable for any loss incurred by Maropost as a result of the Merchant's failure to comply with this requirement. In addition, any such change in ownership or control of the Merchant shall be deemed hereunder to constitute a transfer or assignment of the Merchant's rights and obligations hereunder to the person or entity take on or taking over such ownership or control, which change shall not be undertaken without first obtaining the prior written consent of Maropost.
9. Maropost shall not be required to notify the Merchant of, or obtain the Merchant's consent to, any change or proposed change of ownership or control in Maropost.
10. Maropost reserves the right to review these General Terms & Conditions at any time. If, following any such review, there is to be any change to these General Terms & Conditions, then that change will take effect from one (1) month after the date on which Maropost notifies the Merchant of such change. The Merchant may not change or amend these General Terms & Conditions without Maropost's prior written agreement.
11. Personal information about the Merchant may be used and retained by Maropost for the provision of products or services, the marketing of products or services, credit checking, maintenance of the Merchant's account/s with Maropost, processing any payment instructions or direct debit or credit facility, and debt collection, as well as for any other purposes as may be agreed between the parties or required by law from time to time.
12. The failure by Maropost to enforce any provision of these General Terms & Conditions shall not be treated as a waiver of that provision, nor shall it affect Maropost's right to subsequently enforce that provision.
13. Any party signing or executing or otherwise accepting these General Terms & Conditions on behalf of the Merchant as the Merchant's director, officer, attorney or representative hereby warrants, states and represents in his or her personal capacity that he or she is duly authorised and permitted to do so by the Merchant and by law.
14. Subject to any written agreement to amend the terms hereof, these General Terms & Conditions constitute the sole and entire agreement between the parties with respect to its subject matter. No warranties, representations, guarantees or other terms or conditions of any kind not contained and recorded in these General Terms & Conditions are of any force or effect.
15. These General Terms & Conditions and any contract to which they apply shall be governed by the laws applicable in Queensland and are subject to the jurisdiction of the courts of Queensland. All legal proceedings in relation to these General Terms & Conditions shall be instituted and held in Brisbane in the State of Queensland, Australia.
Definitions and interpretation
1. In these General Terms & Conditions:
  1. Acceptable Use Policy means Maropost's Acceptable Use Policy published on the Maropost Website from time to time.
  2. Acceptance Testing means testing of the performance and functionality of Work using criteria agreed in writing between the parties or, in the absence of such agreement, as determined by Maropost (acting reasonably) from time to time.
  3. Authorised Use means the use for which a Service is provided as stated in the Plan or as otherwise notified by Maropost to the Merchant from time to time.
  4. Authorised Users means the persons or entities who may use the Service as stated in the Plan or as otherwise notified by Maropost to the Merchant from time to time.
  5. B@SE means Maropost's templating language for Website Front-End Templates.
  6. Merchant Website means the Merchant's website Hosted by Maropost using the SaaS and incorporating the Website Front-End Template, Data and Content.
  7. Commencement Date means the first day of the Term.
  8. Content means any text, data, images, graphics, animations or other information or material or content to be published on the Merchant Website from time to time.
  9. Data means information or data of any kind and includes Content.
  10. DDoS means a distributed denial of service attack.
  11. Devices means the plant, equipment and devices used by the Merchant or its authorised users to access and use the SaaS, including any and all software and source code installed thereon.
  12. Force Majeure Event means any circumstance not within the reasonable control of Maropost, to the extent that the circumstance, or its effect upon Maropost, could not have been avoided, prevented or circumvented despite the exercise of reasonable diligence by Maropost. Without limiting the foregoing, such circumstance shall include fire, sea accident, failure of machinery, or other accident, ice hindrance, flood, water shortage, or other natural disaster, vehicle or tonnage shortage or other traffic disturbance, strike, lockout, blockade, riot, revolution, mobilization or state of war, currency problems, import restrictions, or other government action.
  13. Good Industry Practice means, in relation to any work or task required to be performed by a party, the practices, methods, specifications and standards of safety, design and performance which are generally expected of competent and experienced professionals who perform the same or similar work or tasks in the same or similar industry or profession.
  14. Help Desk Support means help desk support provided at the time and in the manner published by Maropost from time to time.
  15. Hosting means storing the Website on the Network and making it available on the internet, and Host and Hosted have corresponding meanings.
  16. Intellectual Property means circuit layout rights, copyrights, patent rights, trademark rights, design rights, get up, know-how, trade secrets, source code, software and any and all other forms of Intellectual Property, wheresoever and howsoever arising, whether registered or unregistered, anywhere in the world.
  17. Legislative Requirement includes a requirement imposed by law, including to obtain any governmental or judicial approval or consent, to give a notice, to pay a fee charge or penalty, and to perform and act or omissions.
  18. Login Codes means login codes and authentication criteria provided by Maropost to access the SaaS.
  19. Maropost Website means Maropost's website at https://www.netohq.com or such other address notified by Maropost to the Merchant from time to time.
  20. Network means hardware, software and network infrastructure owned by or licensed to Maropost for the provision of the Services.
  21. Plan means the SaaS and Hosting Service plan agreed between Maropost and the Merchant.
  22. Privacy Policy means Maropost's Privacy Policy published on the Maropost Website from time to time.
  23. Professional Services means professional services to be provided by Maropost to the Merchant pursuant to the Plan or as otherwise agreed in writing between the parties. Without limiting the foregoing, they may include:
    1. migrating Data to or from the Merchant Website;
    2. programming and/or incorporating custom or bespoke features or functionality in the Merchant Website;
    3. training Merchant staff and representatives; and
    4. consultancy and advisory services.
  24. Remedial Maintenance means unscheduled maintenance or rectification of the SaaS and/or the Network by Maropost at Maropost's absolute discretion.
  25. SaaS means Maropost's software platform for Hosting the Merchant Website under the Plan.
  26. Scheduled Maintenance means scheduled maintenance and service of the SaaS and/or the Network by Maropost at Maropost's absolute discretion.
  27. Service Fees means the fees described in the Plan.
  28. Services means SaaS, Hosting and Professional Services.
  29. Term means the period during which the Merchant is bound by these General Terms & Conditions.
  30. Website Front-End Template means each HTML file that determines the layout and/or functionality of the Merchant Website.
  31. Work means the website features or functionality, software, data, compilation, integration, improvement, development or advance, creation or any other outcome or result achieved by Maropost or arising from the provision of Professional Services.
  32. Add-on refers to a third-party extension installed through our add-on store.
2. In these General Terms & Conditions, except where the context otherwise requires:
  1. the singular includes the plural and vice versa;
  2. a gender includes other genders;
  3. another grammatical form of a defined term has a corresponding meaning;
  4. a reference to 'writing' or 'in writing' includes electronically via email, website or other digital communication.
  5. a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, these General Terms & Conditions, and a reference to these General Terms & Conditions includes any schedule or annexure;
  6. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
  7. a reference to a party is to a party to these General Terms & Conditions, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
  8. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
  9. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; and
  10. headings are for ease of reference only and do not affect interpretation.

Updated 11 Aug 2021

Terms and Conditions

Plan

Hosting

Access

Use

Data and Content

Website Front-End Templates

Professional Services

Intellectual Property

Risk

Backup and Disaster Management

DDoS

Support

Service Fees

Errors and omissions

Limitation of liability

Default & consequences of default

Termination for convenience

General indemnity

Representations

Security for payment

Credit checking

Force majeure

Dispute resolution

General

Definitions and interpretation