Terms of use

These Terms of Use (“Terms”) apply to your use of EIZ’s eCommerce ecosystem platform www.eiz.com.au or any related website or mobile application, including the EIZ App Store, owned or operated by us (“Service”). By using the Service, you agree that these Terms will become legally binding between you and EIZ Pty Ltd (“EIZ”, “we”, “our” or “us”). When you see a word in bold, it will have the same corresponding meaning every time it’s used within these Terms. There are various types of users for our Services and therefore, except where indicated otherwise, “you” shall refer to all types of users.

Users and Subscribers

Our Services: The Service is a subscription as a service (“SaaS”) platform that provides application programming interface (“API”) and cloud-based solutions designed to help you build your own dedicated eCommerce ecosystem and offered online and via our mobile application. Our Services consist of all the services we provide now or in the future via the Service.
Becoming a Registered User: When you create an account on the Service – regardless of whether you subsequently subscribe to any service – you become a Registered User. If you are a Registered User, you must accept these Terms, and are responsible for maintaining the confidentiality of your account and password.
Becoming a Subscriber: A Registered User who creates a subscription to use our Services and accepts these Terms and Conditions also becomes a Subscriber. If you are a Subscriber, you are responsible for the timely payments of your subscriptions in accordance with Fees and Payments under these Terms and for maintaining the confidentiality of your account and password.
The right to use our Services: We grant Subscribers the right to use our Services, based on their subscription type, user role and the level of access granted. This right extends for as long as you continue to pay for your subscription, until the subscription is terminated.
Subscribers’ role and responsibilities: You are responsible for controlling how your subscription is managed. Beyond using your subscribed services, you may transfer your subscription and control access to your subscribed services.
All users’ responsibilities: You are responsible for ensuring that your personal and contact information (including a current email address) are up to date. You are responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our Services for your legal, tax and compliance obligations. You are also responsible for protecting your username and password from getting stolen or misused.
Subscription to Beta Service: We may offer certain services as closed or open beta services (“Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision to offer the Beta Services as commercial services, should this arise. You will be under no obligation to acquire a subscription to use any paid service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that EIZ will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
You hereby represent that you have full legal authority to enter into these Terms; and after reading and understanding these Terms, you agree to the Terms and they shall be binding on you (or your employer or such entity as the case may be).

Fees and Payments

Trial subscriptions: When you first sign up, you can opt for a 30-day free trial, based on the terms specified at the time. If you choose to continue using our Services after the free trial period, you will be prompted to provide your credit card details and authorise direct debit for payment of the monthly subscription fee payable in advance according to your nominated subscription plan. If you choose not to continue using our Services following a trial, or during the free trial, you may cancel your subscription or delete your account at any time. This 30-day free trial is offered to a new Subscriber only. EIZ reserves the right to cancel or terminate the free trial at any time should we recognise that you are not a new Subscriber.
Subscription plans: To use our Services, you must pay a monthly subscription fee based on your nominated subscription plan. The subscription plan sets out the details of your subscription, the relevant subscription fees and the specific terms attached to the subscription including invoicing, payment, auto-renewal and cancellation terms. If a subscription is upgraded due to usage volume, the terms of the old plan will cease, and the new plan will take effect immediately. The subscription plan may vary by region and the terms of the subscription plan form part of these Terms.
We may update or amend the subscription plan and its terms from time to time. Subscribers will be given 7 days’ written notice of any changes to such terms. Any increase in fees and charges will not apply until the expiry of your then-current billing cycle. You will not be charged for using any service on the Service unless you have opted for a paid subscription plan.
Taxes: Depending on your region, subscription fees may be inclusive or exclusive of transactional taxes where relevant (such as VAT and GST), as reflected in the subscription plan. You are responsible for paying all other external fees and taxes associated with your use of our Services wherever levied and in accordance with applicable law. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes. As such, the location information you provide to us must be accurate for tax residency purposes.
Importance of timely payments: In order to continue accessing our Services, you must make timely payments based on your nominated subscription plan. To avoid delayed or missed payments, please ensure that your payment information is complete and accurate. If we do not receive timely payments from you, we may suspend your access to your subscribed services until the payment is made and no amount is overdue.
EIZ may use its affiliates and third party service providers to process and/or collect payment from you.

Confidential Information, Data Use and Privacy

Privacy Policy: We respect your privacy and take data protection seriously. As such, these Terms must be read in conjunction with our Privacy Policy. The Privacy Policy includes details on how we process the data which you provide to EIZ, such as your name and email address.
Confidentiality: In using our Services, you may need to share confidential information with us, and you may equally become aware of confidential information about us. You and EIZ mutually agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. Either party may share the other’s confidential information with legal or regulatory authorities if required to do so.
Use of data: We do not purport to own any data which you provide in the course of using our Services. However, you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our Services (including personal data of yourself and others) for the purpose of enabling you to use our Services; allowing us to improve, develop and protect our Services; creating new services; communicating with you about your subscription; and sending you information we think may be of interest to you based on your marketing preferences.
Anonymised statistical data: When you use our Services, we may create anonymised statistical data from your data and usage of our Services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses which we communicate to you.
Data breach notifications: If we believe that someone has gained unauthorised access to your personal data held by EIZ, we will let you know and give you information about what has happened.

Applications and Third Party Products

EIZ App Store: Depending on your region, you may be able to purchase and/or use our Services or third-party products through the EIZ App Store. When you connect your subscription to an application (“app”), you are responsible for paying all fees and taxes associated with your use of that app. You authorise us to process these payments for you using the payment method you provide to us.
Third-party products and services: Along with the use of our Services, you may use data, services and applications from third-party providers including, but not limited to, those available on the Service. Some of our Services, such as our mobile apps or the multi-currency functionality, are available through third-party providers, such as the Apple App Store or XE.com. These companies may have additional terms that apply to you, such as the XE.com terms and conditions for the use of the XE Currency Data Feed service. These third-party providers are independent from us and may charge you fees in addition to what you pay us. We make no representations or warranties in relation to the products of those third-party providers and expressly disclaim all liability arising from your use of third party-products and services.
Third-party terms and conditions: Third-party products and services are subject to terms and conditions and privacy notices set by their providers. These may include important things like pricing, refund policies, and how the provider will use your data that you make available to them. Be sure to read and make sure you agree to their terms and conditions and understand their approach before you connect to them. The descriptions of third-party products that we publish, and any associated links, have been provided to us by those providers. The providers are solely responsible for any representations contained in those descriptions, and we do not assume or accept any responsibility or liability for the representations, actions or offerings of any other party or the content of their websites.
Use of your data to connect you to third party products: If you choose to connect your subscription to third-party products, we will use your personal data for that connection. Where we receive data as a result of that connection, we will use that data in line with our Website Privacy Policy and these Terms.

Maintenance, Downtime and Data Loss

Downtime: To protect our legitimate business interests and provide you with continued access and support, we may, without notice to you and in our sole discretion, take the Service and its associated services offline and initiate a period of downtime for maintenance or other reasonable purposes. Every effort will be made to notify you in advance.
Data loss: Data loss is an unavoidable risk when using any technology. You are responsible for maintaining copies of the data which is entered into or shared on the Service.
No compensation: EIZ will not be liable for any compensation for losses which you incur as a result of any downtime, access issues or data loss. Your only recourse is to discontinue using our Services.
Problems and support: Any access issues may be resolved by contacting our support team via support@eiz.com.au.
Modifications: We frequently release new updates, modifications and enhancements to our Services, and in some cases may discontinue certain features. Where this occurs, we will endeavour to notify you but this cannot be guaranteed.
Backup and Risk Management: You are responsible for regularly backing up your data and implementing a risk management plan for your business. You shall be solely responsible for rectifying any events which interrupt with your ability to access and use the Service.
Distributed Denial of Service (DDOS): If the Service is the target of a DDoS or any other electronic attack or threat, we 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 but not limited to:
1. suspending the Service or any other service;
2. moving the Service and/or data to a quarantine server;
3. implementing access control lists; and/or
4. applying IP address filtering and/or blocking.
If we take any such measures, we may continue to implement them until such time as the attack or threat is considered by us (in our absolute discretion) to be eliminated, avoided or otherwise dealt with.

Intellectual Property Rights

Intellectual Property and other rights: All Intellectual Property in the Service and any content included or made available on or through the Service is the property of EIZ or its associates. This includes rights in the design, compilation, and look and feel of our Services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property (“Intellectual Property”). You authorise EIZ to use, copy, modify, configure and integrate the data and content supplied by you for the purposes of these Terms. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way, unless expressly permitted by us. Nothing herein disclaims, abrogates, alienates or affects EIZ’s subsisting and continuing moral rights in the Service.
No reverse-engineering: Unless explicitly permitted under applicable mandatory law, you may not, and you will not encourage, assist or authorise any other person to copy, modify, reverse engineer, decompile or disassemble, otherwise tamper with, or bypass any security associated with EIZ or the Service.
You agree that EIZ may suspend or restrict your access to our Services if any infringement of a third party’s Intellectual Property occurs or is alleged in connection with your account or your use of the Service.

Term and Termination

Term: These Terms shall take effect from the first time you access the Service and shall continue in full force and effect until your account has been deleted or terminated
Subscription period: Your subscription continues for the period covered by the subscription fee paid or payable in advance. At the end of each billing cycle, these Terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the subscription plan. You may choose to terminate your subscription at any time by providing 7 days’ written notice in advance.
Breach: EIZ may, in its sole discretion, immediately suspend or restrict your access to our Services, terminate and delete your subscription or your account, and/or issue a notice to you, if:
1. you or your use of the Services breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach;
2. you or your use of the Service breaches any of these Terms and the breach cannot be remedied;
3. you fail to pay any subscription fees or any other amount owing to us;
4. you or your business becomes bankrupt or insolvent, you make any arrangements with your creditors, or become subject to any similar insolvency event in any jurisdiction;
5. your business goes into liquidation or has a receiver or manager appointed over any of its assets; or
6. we reasonably believe that your actions may cause loss or damage to, or otherwise unlawfully harm, you, other Registered Users or Subscribers, third parties or us, our related bodies or affiliates.
Termination at any time: Either party may choose to terminate your subscription or your account at any time by providing the other party with minimum 7 days’ written notice in advance.
Effect of Termination:
1. In the event of termination of your subscription by you or EIZ, or due to a breach of these Terms by you, you will not receive any refund and you shall immediately pay any outstanding fees owed to EIZ including any fees for the remaining period of your subscription.
2. In the event of termination of your subscription for cause due to default by EIZ, EIZ shall refund, on a prorated basis, any pre-paid fees for the Service for the period beginning on the effective date of termination through to the end of your then-current subscription.
3. In the event termination of your subscription(s) due to a breach of these Terms by you, you may not create a new account on our Services unless you receive EIZ’s written consent.
Retention of your data: Once a subscription is terminated (whether by you or by EIZ), all data relevant to your subscription or account is archived and any data submitted or created by you on the Service is no longer available to you. We retain it for a period of time consistent with our Data Retention Policy. During this time, subject to our sole discretion, you may reactivate your subscription and once again (as a Subscriber) access your data by paying the subscription fees. We also retain data in case you need it as part of your record retention obligations, and subject to our Data Retention Policy.
Survival of Terms: Sections titled “Term and Termination”; “Fees and Payments”, “Intellectual Property Rights”, “Liability, Indemnity and Release” and “General” shall survive any expiration or termination of these Terms.

Liability, Indemnity and Release

You indemnify us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of the Service or any third-party product (except as far as we are at fault).
Disclaimer of warranties: Our Services and all third-party products are made available to you on an “as is” and “as available” basis. Subject to the exclusions provided for in clause 51(c) of these Terms and the maximum extent permitted by applicable law, EIZ and its suppliers disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability, fitness for a particular purpose or non-infringement. EIZ does not warrant that your use of the Service will be uninterrupted or error-free. EIZ does not warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss. You understand that use of the Service necessarily may involves transmissions of your data over networks that EIZ does or may not own, operate or control, and that EIZ is not responsible for any of your data lost, altered, intercepted or stored across such networks. EIZ will not be liable for delays, interruptions, services failures, or other problems inherent in use of the internet and electronic communications or other systems outside of EIZ’s control.
Limitation of liability: Other than liability that we cannot exclude or limit by law, our liability to you in connection with our Services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:
1. We have no liability arising from your use of our Services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
2. For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
3. Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.
Dangerous Goods: EIZ wishes to advise its customers that our Service and its subsequent plugins are NOT designed for the processing of Dangerous Goods (as defined in our insert hyperlink to [Dangerous Goods Policy]) shipments. Any Dangerous Goods shipment processed using the EIZ platform will be the sole responsibility of the sender/consignee. This includes (but is not limited to) any liability associated with such shipment to any person, property, or legal authority. Depending on your region, the shipment of Dangerous Goods (including any prohibited or hazardous items) may be subject to penalties or fines, prosecution, and/or imprisonment in accordance with applicable law.
Calculated Shipping amounts: Any amounts calculated and/or visible on the Service in relation to shipping are an estimate only, based on the information you have provided and API information from relevant third parties. Pricing can vary due to many factors such as incorrect weights and dimensions and/or redelivery fees. Final shipment cost will only be available upon EIZ receiving a final invoice from any third party provider.
Release: If you have a dispute with one or more Registered Users, you release us (including our officers, directors, agents, subsidiaries and employees, collectively “Representatives”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. Subject to other terms in this agreement, this release does not apply where EIZ’s acts or omissions were a direct cause of the matters giving rise to the dispute.
Force Majeure/Events outside our control: To the maximum extent permitted by law, we are not liable to you for any damage, failure and/or delay in the performance of any obligation under these Terms where such damage, failure or delay is caused by or is arising out of any event or circumstance beyond our reasonable control. You acknowledge and agree that EIZ holds the benefit of this clause 48 for itself and as agent and trustee for and on behalf of each of its Representatives.

General

No professional advice: For the avoidance of doubt, EIZ is not a professional services firm of any sort, and is not in the business of giving any kind of professional advice. We may provide you with information we think might be useful in running a small business, but this should not be seen as a substitute for professional advice and we are not liable for your use of the information in any way.
Notices: Any notice you send to EIZ must be sent to legalnotices@eiz.com.au. Any notices we send to you will be sent to the email address you have provided to us through your subscription.
Law and Jurisdiction:
1. Compliance: You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Services. EIZ agrees to abide by all applicable laws in connection with the provision of the Services.
2. Governing Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of Victoria, Australia, and the parties consent to exclusive jurisdiction of such courts.
3. Exclusion: In some jurisdictions, there may be non-excludable warranties, guarantees or other rights provided by law. They still apply – these Terms do not exclude, restrict or modify them. Except for non-excludable guarantees and other rights you have that we cannot exclude, we are bound only by the express obligations set out in these Terms. Our liability for breach of a non-excludable guarantee is limited, at our sole discretion, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable guarantee says otherwise).
4. Excluded terms: The terms of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) and the Uniform Computer Information Transactions Act (“UCITA”) do not apply to these Terms.
Dispute resolution: If you have a concern or dispute arising out of these Terms, please contact us via support@eiz.com.au and we will attempt to work with you to resolve your concern or dispute as quickly as possible. If we are unable to resolve your complaint to your satisfaction or resolve a dispute we have with you directly, both parties agree to resolve any claim, complaint or dispute (excluding any claims that EIZ may have for injunctive or other equitable relief) arising out of or in connection with these Terms (“Claims”) by mediation. A party must not commence court or other proceedings relating to the dispute unless that party has participated in a mediation in accordance with these Terms. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 7 days (or a longer period if agreed in writing) of receiving any party’s notice of dispute, by a person appointed by the Victorian Small Business Commission. Unless otherwise agreed by the parties, the mediator’s fees will be paid in equal shares by each party and the mediation will be conducted in the state of Victoria, Australia. It is a condition precedent to the right of either party to commence litigation other than for interlocutory relief that it has first offered to submit the dispute to mediation. Nothing in this clause will prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation or violation of that party’s data security, Intellectual Property Rights or other proprietary rights. Both parties agree that any claim or dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Relationship between the parties; assignment: Nothing in these Terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other Subscriber. You are solely responsible for resolving disputes between you and any other Subscriber.
Changes to these Terms: We may add, remove or otherwise modify these Terms. This may be because we seek to expand or offer new services or update our existing products. However, changes will not apply retrospectively and we will make every effort to let you know when changes are made. Generally, we endeavour to provide you with at least 24 hours’ notice of material changes before they become effective except as otherwise provided for in these Terms, or unless we need to make immediate changes for reasons we do not have control over. When we notify you, we will do so by email or by posting a visible notice on the Service. We may not notify you if a change is not material. If you find a modified term unacceptable, you may terminate your subscription by giving us written notice in accordance with clause 37.
Enforcement and Severability: If any of these Terms are unenforceable by law or in a jurisdiction, that part is to be read down or severed to the extent of the invalidity or unenforceability, and otherwise these Terms will remain enforceable.
Interpretation: Words such as ‘include’ and ‘including’ are not words of limitation, and where anything is within our discretion, we mean our sole discretion.