Introduction

Welcome to Brandengine which makes available the website Brandengine.com.au (“Website”) and its related products and services (together, the “Services”). These Terms and Conditions together with our Privacy Policy (“Terms”) describe the terms under which customer (“Customer”) and individuals authorised by Customer (“Users”) can use the Services. In these Terms, we refer to Customer and Users as “you”.

By using the Services, you agree to these Terms. If you use these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind the organisation to these Terms.

Services

Customer is responsible for ensuring Users follow our Terms and Conditions.

We will use commercially reasonable efforts to provide the Services and maintain and update the security of the Services.

Demo account/trial give Customers access to a reasonable amount of functionality as determined by Brandengine. Not all features will be available eg integration with Xero.

Your Content

Customers and Users can submit, post or display information on the Services through text, images and other media (“Your Content”). By submitting, posting or displaying Your Content, you represent and warrant that you have the right to allow us to use Your Content as set out in these Terms.

Fees

Customer must pay the applicable fees listed on the Website (“Fees”).

We may change our Fees at any time.

If Fees are not paid for more than 30 days, in addition to other remedies, we may(1) suspend and/or terminate your access to the Services without notice, and/or (2) change Customer billing requirements moving forward.

Term and Termination

These Terms will continue indefinitely (“Term”), unless terminated according to this section.

A “Default” happens when:

1. a party fails to perform its material obligations under these Terms and the failure continues unremedied for 5 days after the other party provides notice of the failure; or
2. a party becomes insolvent or commits any act of bankruptcy.

On Default, the non-defaulting party may:

1. immediately terminate these Terms by giving notice; and/or
2. exercise any of its other rights and remedies available at law or in equity.

Either party may terminate these Terms at any time by giving the other party 30 days written notice. On termination, Customer and Users will no longer have access the Services or Your Content, however we may retain one copy of Your Content for archival purposes.

Your Conduct

You agree that you will not: (a) copy any content unless these Terms say that you can; (b) upload or make available any material that: (i) is unlawful, harmful, or objectionable; (ii) you do not have a right to make available; (iii) infringes any intellectual property or other proprietary rights of any party (including privacy rights); (iv) is or contains unsolicited or unauthorized solicitations, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”; (v) contains harmful software or material; (vi) contains any misrepresentations; (c) impersonate any person or entity or misrepresent your affiliation with a person or entity; (d) forge headers or manipulate identifiers to disguise the origin of any material; (e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (f) violate any applicable law or regulation; (g) license, sell, rent, lease, transfer, assign, distribute or host the Services; or (h) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services, except to the extent these restrictions are expressly prohibited by applicable law. You agree not to access the Services in a way that uses their resources more heavily than would be the case for an individual person using a conventional web browser.

Your Property

You own all intellectual property rights in Your Content. By submitting, posting or displaying Your Content, you grant us (and our agents) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute Your Content as needed to provide you with the Services.

Our Property

Except for Your Content, Brandengine own all intellectual property rights in the Services and any content contained in the Services. Subject to these Terms, Brandengine grants you a non-exclusive license to access and use the Services during the Term.

Confidential Information

Each party agrees that it will (i) not use any confidential information of the other party for any purpose outside the scope of these Terms, and (ii) except as otherwise permitted by the disclosing party in writing, to limit access to confidential information of the disclosing party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those provided here. Each party must use at least reasonable care to protect the confidential information of the other party.

Each party is permitted to disclose confidential information of the other party if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure

Disclaimer of Damages

Your use of our Site is at your own risk, and therefore you hereby acknowledge and agree that we supply our Site and Services “as are”, “with all faults”, and “as available”, including all content, software, materials, services, functions, and/or information made available thereby.  Your use of any information and/or materials on this Site is entirely at your own risk, for which we shall not be held liable.  It shall be your own responsibility to ensure that any products, services or information available through this Site meet your specific requirements.

Brandengine hereby disclaims any and all liability arising out of or related to any purported facts or information and description of any products displayed on our site, including all warranties of any kind, whether express or implied, including without limitation, warranties of title, merchantability, accuracy, completeness, reliability, suitability, fitness for a particular purpose or non-infringement.  Neither Brandengine nor its employees, affiliates, contractors and/or agents warrantee that the site will be error-free, uninterrupted, secure, or produce any particular results, that any information, customer relation management, activity, list, inventory, order, quote, chart or reaction will be current and/or valid, or that the information obtained therefrom will be reliable or accurate.  No advice or information given by Brandengine or its employees, affiliates, contractors and/or agents shall create a guarantee.

Indemnity

You hereby acknowledge, understand and agree to indemnify, defend and hold Brandengine, and its affiliates, subsidiaries, employees and agents (including payment of reasonable costs and attorneys’ and experts’ fees), harmless from and against any and all claim or demand made by any third party due to or arising out of your use of the Site and/or Services, your violation of these Terms, any infringement of any intellectual property or other right of any third party arising out of or related to any products or services purchased by you in connection with the Site and/or the Services.

Contact.  If you have any questions or comments in relation to this Policy, please send us an email