You subscribe your client’s pets to an ongoing monthly delivery service.
We handle all billing, paper work, ordering, packing and sending.
We remit profit directly to your clinic’s bank account.
These Terms of Service are to be read in conjunction with our Services Agreement. They apply to all services that we perform for, or provide to, you that are described in that document. Together, the document and these terms are called “the Agreement”. If the two documents are inconsistent, the terms in the Agreement overrule these Terms of service.
These terms and conditions relate to the provision by APPEVENDO Pty Ltd (“APPVENDO” / “we” / ”us” / ”our”) of the APPVENDO mobile optimised website, Android application, iPhone application, tablet app (“software and services”), esablishment of an Apple ID, mobile retail shop (“shop”) (collectively referred to as the “Services”) to you, (“you” / “your” / the “Customer”).
By using the Service provided by APPVENDO, you are agreeing to be bound by the following Terms of Service. APPVENDO reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Services, including the release of new modules, functionality and content, are subject to the Terms of Service in place at the time of release. Continued use of the Services after any such changes shall constitute your consent to such changes. APPVENDO will assit you in the creation of an Apple ID that has the associated rights to publish your app in the app store. You can review the most current version of the Terms of Service at any time at :http://www.appvendo.com/node/7.
Violation of any of the terms within this document will result in the termination of the relationship with APPVENDO and removal of software and services and shop.
Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis.
You may not resell or assign your rights and obligations under this agreement without our prior written consent.
APPVENDO does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
You expressly understand and agree that APPVENDO shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if APPVENDO has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorised access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
If the Trade Practices Act 1974 (Cth), the Corporations Act 2001 or any other legislative provision prohibits or otherwise precludes the restriction, modification or exclusion of any statutory condition, warranty, guarantee, right, remedy or other benefit, then this clause 3 does not restrict, modify or exclude it.
You agree that for all loss or damage sustained by you in relation to this agreement (including interest and costs), APPVENDO is only liable to the extent of fees received by APPVENDO from you, the Customer, in the preceding 12 months for providing the Services.
This limitation applies to all liability - whether (without limitation) for negligence or for breach of section 52 of the Trade Practices Act 1974 (Cth) or under the Corporations Act 2001; and
APPVENDO is not liable to the extent that you are responsible for an act or omission that contributed to your loss; for any indirect or consequential costs, loss or damage or loss of profits; for any defect or deficiency in any system or service that is not developed or provided by APPVENDO under this agreement.
The failure of APPVENDO to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
The look and feel of the Service is copyright 2013 APPVENDO. All rights reserved. You may not duplicate, copy, or reuse any portion of the code or visual design elements without express written permission from APPVENDO. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by APPVENDO.
Unless otherwise noted, product names, designs, logos, titles, text, images, audio and video within the Services are the trademarks, service marks, trade names, copyrights or other property (Intellectual Property) of APPVENDO. All other unregistered and registered trademarks are the property of their respective owners. Nothing contained in this document or any other APPVENDO-supplied materials should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of APPVENDO Intellectual Property displayed on the site without the written permission of APPVENDO.
APPVENDO may make certain software available to you through the Services. If you download or otherwise use the software from the Services, the software, including all files and images contained in or generated by the software, look and feel, HTML/CSS, visual design elements, and accompanying data (collectively, “Software”) are deemed to be licensed to you by APPVENDO, for your use only. APPVENDO does not transfer either the title or the intellectual property rights to the Software, and APPVENDO retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form.
When accessing or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Services is at all times governed by and subject to laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party’s copyrights, trademarks, patents, trade secrets, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and you shall be solely responsible for any violations of any laws and for any infringements of any intellectual property rights caused by any content you provide, post, or transmit, or that is provided. The burden of proving that any Content does not violate any laws or intellectual property rights rests solely with you.
You are responsible for all Content posted and activity that occurs under your account (even when content is posted by others who have access to your account).
You may not use the Services for any illegal or unauthorised purpose. You must not, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws).
APPVENDO does not pre-screen content, but APPVENDO has the right (but not the obligation) in our sole discretion to refuse or remove any Content that is available via the Service.
We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property, these Terms of Service or any applicable laws.
All of your Content will be removed from the Service upon cancellation. This information cannot be recovered once your account is cancelled.
We may suspend, disconnect or deny access to the services if you fail to comply with this agreement or upon notice of any credible claim that the data or content obtained from you is illegal, defamatory, offensive or in breach of a third party's rights or local content laws.
Accounts are payable via Direct Debit.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect at the end of the month in question. Upon notification, termination of services will be immediate and no refunds will be given for payments in advance.
There will be no refunds or credits for partial months of service.
If your Direct Debit is dishonoured or returned by your financial institution, for any reason, APPVENDO reserves the right to charge a dishonour fee of $5.00 (five dollars), and re-present the Direct Debit for processing again on the next business day.
Any dispute arising from this or subsequent direct debits are to be directed to APPVENDO in writing at accounts@appvendo.com
The initial establishment fee will be invoiced at the time of account establishment and payment required within 30 days. This fee is non-refundable.
Payment is due monthly in advance for the Services. Upon account establishment, you will be assigned to a billing cycle based on your date of payment. If this happens to be a weekend or public holiday billing will be processed the next business day.
Commission payments will accrue on an ongoing basis and payment to the Customer will be made quarterly. Payments will be for the periods ending 31st March, 30th June, 30th September and 31st December. Payments will be made 30 days in arrears. If this happens to fall on a weekend or public holiday billing will be processed the next business day. The most current comission payment per product can be found by logging into the appvendo clinic portal.
Upon notification, termination of services will be immediate with all retail and advertising transactions to cease and all outstanding commission payments to be paid out within 30 days upon clearance and reconciliation of payments.
APPVENDO reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
From time to time, APPVENDO may issue an update to the APPVENDO application which may add, modify, and/or remove features from the application. We will do everything in our power to notify you in advance of an upcoming update, including details on what the update includes.
APPVENDO may vary charges and payment terms after completion of 12 months from the date of this agreement with 14 days notice in writing.
APPVENDO may vary commission rates and remittance terms after completion of 12 months from the date of this agreement with 14 days notice in writing.
Subsequent use of the Services constitutes your acceptance of the amended terms.
APPVENDO shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
The Customer wishes to engage APPVENDO and APPVENDO has agreed to provide the Services.
This Agreement shall commence upon initial payment of the service and shall continue indefinitely subject to the rights of renewal and termination as outlined in this Agreement.
The Customer hereby engages APPVENDO to provide to the Customer the Services as defined below:
Android application,
iPhone application,
mobile retail shop (“shop”)
The Services may be amended from time to time by APPVENDO in such a manner as we think fit.
APPVENDO must use all reasonable commercial efforts to complete the Services outlined above. We will perform the Services with due care, competence and diligence, however the quality of the Services will depend on input from you.
You must instruct us fully and, in a timely fashion, give APPVENDO each of the following (as they are ordinarily reasonably required to perform the Services):
Information - APPVENDO is entitled to rely on the accuracy of that information without independently verifying it. That is so whether the information is provided by you, your representatives, or your advisers;
Access - to files, records and information technology systems, to premises and to people (whether management or staff) with relevant skills and experiences to allow us to tailor the applications to your needs.
APPVENDO will invoice the Customer for the Services and the Customer shall pay APPVENDO for the provision of the Services the fees set out under Item 1 of the Schedule. APPVENDO will invoice in advance of the month services are provided.
The Customer will settle each invoice with APPVENDO via direct debit. Failure to remit payment on time will incur a 5% p.a. late payment fee, charged monthly on the outstanding balance once monies are overdue.
APPVENDO will remit payments related to commission earned on sale of goods and services via the shop based on the details set out under item 7. Remittance – Commission Payments above.
Confidential information means any information obtained by either APPVENDO or the Customer during the course of this Agreement including (but not limited to) the commercial arrangements, equipment or affairs of APPVENDO and the Customer, client or mailing lists of the Customer, any and all information concerning the Customer as provided to or obtained by APPVENDO during the course of providing the Services, any information ‘Confidential’ or otherwise verbally identified as Confidential and the terms of this Agreement and supporting documents. Confidential Information excludes any information which is in the public domain.
APPVENDO shall not, except in the proper course of provision of Services, or as permitted by the Customer, disclose, utilise or reveal to any person or make use of any Confidential Information.
APPVENDO uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, product delivery and related technology required to provide and maintain the Services. Your information and data will be shared with them as necessary for provision of the Services.
The Customer shall not discuss, disclose or reveal to any person the management or fee structure of either provision of the Services or remittance of Commission as they acknowledge this is confidential information and agree it should remain private between APPVENDO and the Customer.
The obligations of each party under this clause will survive termination of this Agreement.
Intellectual property rights means any and all intellectual and industrial property rights throughout the world, including (but not limited to) all rights comprised in any copyright (including future copyright and rights in the nature of, or analogous to, copyright), patent, design, trademark etc whether at common law or conferred by statute, whether or not now existing, and whether registered or registrable and including any rights to apply for registration, and rights to protect trade secrets, knowhow, goodwill or Confidential Information for the full period of such rights and any renewals or extensions.
You grant APPVENDO a license to use the materials you provide to deliver the “Services”.By posting, downloading, displaying, performing, transmitting, or otherwise distributing user content to the Service, you are granting APPVENDO, its affiliates, officers, directors, employees, consultants, agents and representatives a license to use user content in connection with the operation of APPVENDO, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, andreformat user “Content”. You will not be compensated for any user “content.” By posting user content, you warrant and represent that you own the rights to the user content or are otherwise authorised to post, distribute, display, perform, transmit, or otherwise distribute user content.
We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours.However, by using the APPVENDO application, you agree to allow others to view and share your content.
Any intellectual property (including copyright) in any documents, material, invention or process (whether patentable or not) created by APPVENDO in the course of, or in connection to, provision of the Services shall belong absolutely to APPVENDO for APPVENDO’s own use and benefit in any manner APPVENDO sees fit.
You authorise APPVENDO to use or reuse your Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after your use of the Services, for any purposes related to provision of the Services.
No failure to exercise or delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
This Agreement comprises the whole agreement between the parties and supersedes all prior agreements, understandings or representations (if any) between the parties in respect of the provision of Services.
Each part of this Agreement is to be read as separate and severable such that, if any part is illegal, void or unenforceable, it shall not affect the validity or enforceability of any other part of this Agreement.
No variation of this Agreement shall be binding on the parties unless in writing signed by the parties.
This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Agreement.
Either party can terminate this Agreement at any time by not less than 15 days written notice to the other party.
The termination of this Agreement howsoever arising shall not operate to affect the continuing operation of Clauses 5, 6 and 7.
The Terms of Service attached to this document form an integral part of the Agreement and must be read as a single document. The Terms of Service apply to all Services we perform or provide. If these two documents are inconsistent, the terms in the Agreement overrule the Terms of Service.
EXECUTED as an Agreement.
