Terms and Conditions

effective date 22-May 2018

1. Introduction

LifePIM (https://www.lifepim.com) is managed by Acute Software (ABN 66 367 324 688) You can contact us at info@acutesoftware.com.au

2. Changes to the terms and conditions

2.1 We may need to change the terms and conditions, and in that event this page (https://www.lifepim.com/about_terms) will be updated and we will email you if you have selected 'allow emails' from the options.

2.2 If you are a Consumer with a paid-for account and you don't agree to the changes (provided that they are neither minor nor required by applicable law or regulations), you can end your subscription by giving us notice by email to info@acutesoftware.com.au before the effective date of the revised terms and conditions. If so, we will refund any advance payments referable to the period after your termination

3. Services

3.1 We do not promise:
  • that the Services will be uninterrupted, secure or error-free; or
  • that any Content generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all; or
  • that particular results will be achieved or that any results will be accurate or reliable.

    You acknowledge that we may have to suspend the Services for repair, maintenance or improvement. If so, we will use reasonable endeavours to restore them as quickly as is reasonably possible.

    We may change or discontinue any part of the Services at any time.

    4. Support

    The Services include support only insofar as specified on our website. If so, we will use reasonable endeavours to meet any specified response times and to rectify specified faults or problems but do not guarantee that response times or rectification will be achieved.

    We shall not in any event be obliged to supply support:
    1. in respect of faults or problems directly or indirectly arising from:
  • incorrect use of the Services;
  • products or services not supplied by us; or
  • any cause external to the Services;
    2. where you are using anything other than the most recent version of any relevant software;
    3. where you or any third party not authorized by us has modified the relevant software or attempted to resolve the problem; or
    4. if any fees due to us are unpaid.
    5. Any support which we agree to supply in addition to that covered by agreement between us shall be charged at our then current standard rates and such fees shall be payable within 14 days of invoice.

    5. Your obligations and promises

    5.1 You promise that you have power and authority to enter into this agreement.

    5.2 You promise that you are at least of the legal age to form a binding contract with us.

    5.3 You must comply with our reasonable instructions, requests and guidelines concerning the Services, including on our website.

    5.4 You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content.

    5.5 You promise that all information including contact and payment information (eg email and postal addresses, credit card numbers) which you provide in connection with the Services is accurate, complete and not misleading and that you will update it so that it remains so. We rely on this information for various reasons including the transmission of renewal notices and other important information concerning the Services.

    5.6 You must comply with the Amazon Acceptable Use Policy and bring it to the attention of your authorised users. You acknowledge that this policy may change from time to time and that it is your responsibility to check it frequently.

    5.7 You acknowledge that there is a risk that Your Content may be irretrievably damaged or lost if there is a fault or on suspension or termination. We may make our own back-ups but we cannot guarantee that we will do so, or if we do, that these will be made with the frequency you require or will successfully recover Your Content. It is therefore your responsibility to make appropriate back-ups of all of Your Content that you wish to save. We are not legally responsible for any loss or damage to Your Content which could have been prevented if you had made your own back-ups.

    5.8 In the case of third party goods or services which we supply, you undertake to comply with any third party licenses or end user agreements which we bring to your attention.

    5.9 You promise that you have sufficient technical knowledge to use and configure our Services.

    5.10 You must ensure that your computers and systems comply with any minimum technical specifications which are specified by us as being necessary in order to use the relevant Services.

    5.11 You bear sole legal and other responsibility for the development, content, operation, maintenance, and use of Your Content. We do not, and are not obliged to, check Your Content (without prejudice to our rights to remove and take other steps in relation to Your Content).

    5.12 You promise that you or your licensors own all right, title, and interest in and to Your Content and that Your Content will not infringe any third party intellectual or other rights.

    5.13 You must comply with Regulation in relation to the Services including Data Protection Laws.

    5.14 We may access, copy, preserve, disclose, remove, suspend or delete any Content in the event of Exceptional Circumstances concerning that Content or insofar as otherwise permitted under this agreement. If we remove, suspend or delete Your Content, you must not attempt to re-publish or re-send it using our Services.

    5.15 You must observe the storage, CPU, bandwidth and other limitations specified when you ordered. If such limits are exceeded, we are entitled to suspend, end or impose extra charges for some or all of the relevant Services.

    6. Payment (applicable only to paid-for accounts)

    6.1 Prices are set out on our website. We may change our prices on giving at least 30 days' notice by email. The price change takes effect on your next renewal date thereafter.

    6.2 If applicable, our fees are subject to tax which must be in paid in addition at the appropriate rate.

    6.3 You must make all payments without any set-off, counterclaim and/or any other deduction.

    6.4 You must contact us and give us a reasonable opportunity to resolve the issue before making a chargeback.

    6.5 If any amount due to us is unpaid including unjustified chargeback, we may:
  • charge reasonable additional administration costs; and/or
  • charge interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998; and/or
  • suspend our Services; and/or
  • end this agreement.

    6.6 For paid subscription accounts, you authorise us to take automated monthly or annual payments whether by charging your credit card, taking payment via PayPal or otherwise.

    7. Right to cancel ("cooling off")

    7.1 If you are a Consumer living in the "European Economic Area", you have the right to cancel this contract subject to the provisions set out below. If you do have the right to cancel, the following apply. (Note that this is separate to any moneyback guarantee that we may offer. Please see our website for details.)

    Right to cancel

    7.2 You have the right to cancel this contract within 14 days without giving any reason.

    7.3 The cancellation period will expire after 14 days from the day of the conclusion of the contract.

    7.4 To exercise the right to cancel, you must inform us at info@acutesoftware.com.au of your decision to cancel this contract.

    7.5 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

    Effects of cancellation

    7.6 If you cancel this contract, we will reimburse to you all payments received from you.

    7.7 We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract.

    7.8 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

    7.9 If you requested us to begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation of this contract in comparison with the full coverage of the contract.

    9. Security

    9.1 You promise:
    9.1.1 to keep any login details confidential (and you acknowledge that we may change these at any time for good reason);
    9.1.2 to take reasonable steps in respect of matters in your control to minimise any risk of security breaches in connection with the Services e.g. by promptly implementing antivirus software and updates and security patches (except to the extent that you subscribe for any of our Services which include such features);
    9.1.3 to notify us immediately of any actual or suspected security breaches in connection with the Services; and
    9.1.4 to comply with our reasonable security checks.

    9.2 You acknowledge that you are responsible for all persons who use your password or other log-in details to access the Services, whether authorised or not, unless we are at fault.

    9.3 You are responsible for taking your own steps to maintain appropriate security of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving of Your Content.

    10. Privacy

    You acknowledge and agree that we may process your personal information in accordance with the terms of our privacy policy which is subject to change from time to time.

    11. Intellectual property rights

    11.1 We or our suppliers (including, where applicable, authors of open-source software) retain ownership of all intellectual property rights in any material (including our Content or Software) relating to the development or supply of the Services and to our website. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use such material solely in accordance with this agreement. You may not otherwise retrieve, display, modify, copy, print, sell, download, hire or reverse engineer (unless and to the extent permitted by applicable law) or use such material without our specific prior written consent. You may not transfer any of our Software outside the Services.

    11.2 As between you and us, you or your licensors own all right, title, and interest in Your Content. Except as provided in this clause, we obtain no rights under this agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Services. We may disclose Your Content to provide the Services or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).

    11.3 All licenses granted to you in this agreement are conditional on your continued compliance with this agreement and will immediately and automatically end if you do not comply with any term or condition of this agreement.

    12. Use of our website

    12.1 Any Content which we ourselves make available on our website is intended for very general guidance but we cannot guarantee that it is accurate or up to date. Before acting on such information, you must make your own appropriate enquiries including as to its accuracy and suitability for your purposes and take appropriate professional or other advice. You rely on such information at your own risk.

    12.2 Our website may link to third party websites which may be of interest to you. We do not recommend or endorse those sites or the products or services which they offer nor are we legally responsible for them as they are outside our reasonable control. You use such third party sites at your own risk.

    13. Liability and indemnity

    13.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be excluded or limited.

    13.2 We are not responsible for any loss or damage which results from your failure to comply with this agreement.

    13.3 If you are a Consumer:

    13.3.1 we shall not be liable for any loss or damage caused by us or our employees or agents in circumstances where:
    a) there is no breach of a legal duty of care owed to you by us or by any of our employees or agents;
    b) such loss or damage is not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);
    c) such loss or damage is caused by you, for example by not complying with this agreement; or
    d) such loss or damage relates to a business of yours; and

    13.3.2 you will liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this agreement or misuse of our Services (subject of course to our obligation to mitigate any losses).

    13.4 If you are not a Consumer:

    13.4.1. Our liability of any kind (including our own negligence) for any event or series of connected events with respect to our Services is limited to $10 or the total fees payable by you to us in the 12 months before the event(s) complained of, whichever is higher.

    13.4.2. In no event (including our own negligence) will we be liable for any:
    a) economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
    b) loss of goodwill or reputation;
    c) special, indirect or consequential losses; or
    d) damage to or loss of Your Content
    even if we have been advised of the possibility of such losses.

    13.4.3. Neither we nor any of our affiliates or suppliers will be responsible for: (a) your inability to use the services, including as a result of any (i) termination or suspension of this agreement or your use of or access to the Services, (ii) our discontinuation of any or all of the Services, or, (iii) any unanticipated or unscheduled downtime of all or a portion of the Services for any reason, including as a result of power outages, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the Services; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content.

    13.4.4. To the extent allowed by law, we exclude all conditions, terms, representations and warranties, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement including, without limit, the implied warranties of satisfactory quality and fitness for a particular purpose.

    13.4.5. You will indemnify us against all claims and liabilities directly or indirectly related to Your Content, your use of the Services or breach of this agreement. You will indemnify and hold us harmless against all losses, damages, claims liabilities, and expenses (including reasonable legal fees) directly or indirectly arising out of (i) your use of the Services or (ii) Your Content or (iii) your breach of this agreement. We shall have the sole right to control the defence and settlement of any such claim save that we shall consult with you prior to any settlement. You agree to provide reasonable assistance to us at your expense in the defence of same.

    13.4.6. This agreement constitutes the entire agreement between us with respect to its subject matter and supercedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.

    13.5 If we or our affiliates or suppliers are obligated to respond to a third party subpoena or other compulsory legal order or process, you will reimburse us for reasonable attorneys' fees, as well as our employees' and contractors' time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.

    13.6 We have no liability for any third party goods or services.

    14. Ending or suspending this agreement

    14.1 You may end this agreement at any time by deleting your account in accordance with the instructions on our website. If you are on our free service, the termination will take effect immediately. If you are on a chargeable service, the termination will take effect at the end of the period for which you have paid in advance. There will be no refund – but this does not affect any Consumer "cooling off" rights that may be applicable, explained above.

    14.2 We may at any time without refund suspend or end this agreement (as regards some or all of the Services) with or without notice in the event of Exceptional Circumstances and we may decline to reinstate suspended Services unless we have received any assurances from you which (acting reasonably) we consider satisfactory.

    14.3 We may end this agreement at any time without cause by giving you notice by email. If so, we will provide a refund in respect of any fees already paid by you which relate to the period after termination.

    14.4 The consequences of this agreement ending for any reason are:

    14.4.1 we will immediately stop supplying, and will terminate access to, the relevant Services;

    14.4.2 we are entitled to irretrievably delete Your Content after 14 days following termination;

    14.4.3 all licences granted by us terminate;

    14.4.4 any fees due remain payable; and

    14.4.5 accrued rights and liabilities will be unaffected.

    14.5. The clauses in this agreement which are expressed or intended to survive the termination of this Agreement shall survive.

    15. Confidentiality

    15.1 We both agree that during the period of this agreement and for five years thereafter we will not use for any purpose apart from this agreement, or disclose, any Confidential Data received from the other party. "Confidential Data" means Content identified as, or which clearly is intended to be, confidential.

    15.2 This clause does not apply to Content which:

    15.2.1 enters the public domain other than through breach of this clause;

    15.2.2 is or becomes independently known to the receiving party free from any confidentiality restriction;

    15.2.3 is required to be disclosed by Regulation or competent authority;

    15.2.4 is reasonably disclosed to employees, suppliers or others for the proper performance of the agreement;

    15.2.5 is reasonably disclosed to professional advisers; or

    15.2.6 which we are otherwise permitted to disclose in accordance with this agreement.

    15.3 You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this agreement.

    16. Notices

    16.1 We may send any notices in accordance with the most recent contact information which you have provided to us. After the termination of this agreement we will only send you notices if legally obliged to do so, or if you expressly provide consent to further communication (for example by signing up for our Services again).

    16.2 Any notice required by this agreement to be given by any party in writing will be sent by email.

    17. General

    17.1 This agreement (and any incorporated documents) represents the entire agreement of the parties relating to its subject matter.

    17.2 If any part of this agreement is deemed void or ineffective for any reason, the offending words shall be deemed deleted and the remainder shall continue in full force.

    17.3 We may assign (ie transfer) all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not assign any of your rights or duties under it without our prior written consent.

    17.4 Neither party shall be liable for failure to perform or delay in performing any obligation (excluding payment) under this agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to failure of any communications, telecommunications or computer system.

    17.5 We and you are independent contractors and nothing in this agreement constitutes any party as agent or representative of the other.

    17.6 The failure to exercise or delay in exercising a right or remedy under this agreement shall not constitute a "waiver" of the right or remedy (i.e. meaning that it cannot be enforced later).

    17.7 A person who is not a party to this agreement shall have no right to enforce it except insofar as expressly stated otherwise.