Last Updated: April 18, 2020

Introduction

Welcome to Spojit! We are excited to have you here.

Theseterms outline your legal rights and responsibilities, so please read everything carefully. If you cannot agree to our terms, then you cannot use our services.

If you have any questions or concerns about these terms, please contact us.

Using Spojit
Terms

Spojit, our, we and us refers to Spojit Pty Ltd - the entity you contract with and pay fees to based on the subscription plan of the Spojit service you are using. We provide a range of global online platforms for data exchange and process automation purposes, including our Spojit iPOP and Lite platforms. We refer to all of these products, together with our other services and websites we provide now or in the future as services in this policy.

You or your means both you and any entity or firm you are authorized to represent. If you are accepting these terms on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms, you have read and understand these terms, and you agree to these terms on behalf of the party that you represent.

Creating a subscription

When you create a subscription to use our services and accept these terms, you become a subscriber. If you are the subscriber, you are responsible for paying for your subscription.

The right to use our services

As a subscriber, Spojit grants you the right to use our services based on the subscription plan you have subscribed for, for as long as you continue to pay for the subscription, up until the subscription is terminated. Use of our services is strictly for lawful purposes and in accordance with these terms.

Subscriber role

As a subscriber, you are responsible for how your subscription is managed and who can access it. You are responsible for keeping your information up to date and protecting your username and password from getting stolen or misused.

Restrictions

Except as otherwise expressly permitted in these terms, you will not:

  • reproduce, modify, adapt or create derivative works of the services; 
  • rent, lease, distribute, sell, sublicense, transfer or provide access to the services to a third party; 
  • use the services for the benefit of any third party; 
  • incorporate any services into a product or service you provide to a third party;
  • interfere with or otherwise circumvent mechanisms in the services intended to limit your use; 
  • reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); 
  • remove or obscure any proprietary or other notices contained in any services; 
  • use the services for competitive analysis or to build competitive products; 
  • publicly disseminate information regarding the performance of the services; or 
  • encourage or assist any third party to do any of the foregoing.
Indemnity

As a subscriber, you indemnify Spojit 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 our services or any third-party product (except as far as we’re at fault). Our services and all third-party products are made available to you on an “as is” basis.

Limitation of Liability

Other than liability that we can’t 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:

  • 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.
  • 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.
  • Spojit’s 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.
Subscriptions and Pricing
Subscription Plans

Your use of Spojit services generally requires you to pay a monthly subscription fee based on your subscription type (the subscription plan). Your subscription plan consists of the subscription and subscription fees we offered you, including invoicing, payment, auto-renewal and cancellation terms. The subscription plan may vary by region and includes information set out in the offer details and pricing page. Spojit may update or amend the pricing plan from time to time. The terms of the pricing plan form part of these terms. As with any other changes to Spojit’s terms, changes to the pricing plan will not apply retrospectively and, if we make changes and you are a subscriber, we will make every effort to let you know.

Taxes

Subscription fees are exclusive of transactional taxes where relevant (like VAT and GST). You are responsible for paying all other external fees and taxes associated with your use of our services wherever levied. We may collect geographical location information to determine your location, which may be used for tax purposes. This means location information you give us must be accurate for tax residency purposes.

Trial Subscription

As a new subscriber, you will be automatically enrolled in our free trial period based on the terms specified at the time. Notwithstanding anything contained herein, any service provided during the free trial period is provided “as-is” without any representations, warranties or indemnities. We may modify or terminate your right to use free trial services at any time and for any reason in our sole discretion, without liability to you. If you choose to continue using Spojit services and subscribe to one of our paid subscription plans (either during the trial period or following expiry of the trial), you will be billed the first time when your free trial period expires and subsequently on recurring monthly basis.

Auto-Renewal

Except as otherwise specified, unless either party cancels your subscription prior to expiration of the current subscription billing cycle, your subscription will automatically renew for another subscription billing cycle of a period equal to your initial subscription billing cycle. You will provide any notice of non-renewal through the means we designate, which may include account settings in one of our services or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable service continuing to be offered and will be charged at the then-current rates.

Upgrading and Downgrading

Subscribers are able to upgrade and downgrade their subscription plan directly from within our service via the Pricing page or My Account section at any time. Upgrading or downgrading your subscription plan does not change the subscription billing cycle.

If you change your subscription plan during a billing cycle, a proration line item is applied on your next invoice. If you subscribe to a more expensive plan (upgrade), you will receive a credit for the unused portion of the old plan and are billed for only the remainder of the month for the new plan.

The prorated amount is calculated down to the second by our third-party payment processor Stripe. Stripe calculates the difference between the two plans based on the time the API call was made to change your subscription (when you make a request to change your plan via our services), using the current billing period’s start and end times.

Cancellation

Subscribers are able to cancel their subscription plan directly from within our service by accessing My Account section. Cancellation does not take effect until the end of your current billing cycle. During this time, your account remains active and you may choose to reactivate your account. At the end of the billing cycle your subscription will be cancelled and no further charges will apply to your account.

In order to continue accessing our services, you need to make timely payments based on the subscription plan you selected. If Spojit does not receive timely payments, we may suspend access to your subscription until the payment is made. We will send you an email notification after each successful and unsuccessful payment made which gives you time to update your payment information with us. Following a failed payment, we will attempt to charge your card up to 4 times. If we are unable to collect payment from you, your subscription will be cancelled. To avoid delayed or missed payments, please make sure we have accurate payment and contact information.

Refunds

We do not generally offer refunds however we understand that every situation is unique and will work with you and do our best to make things right. If you want a refund, please contact us first. Some situations where we may grant you a refund include when you were just charged for your next month of service and meant to cancel or where you forgot to cancel your subscription and haven’t had any usage of our services.

Termination and Suspension by Spojit

We reserve the right to terminate your user account and/or these terms at any time and for any reason upon notice to you. We may also suspend our services to you at any time, with or without cause. If we terminate your account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your account for cause, including (without limitation) for a violation of these terms. Upon termination of your account, we may permanently delete your account and any or all content associated with it. We have no liability to you for removing or deleting your user content from or suspending your access to any of our services.

Maintenance and Availability

Spojit strives to maintain the availability of our services, however we need to perform maintenance on our services from time to time, and this may require a period of downtime.

We try to minimise any such downtime. Where planned maintenance is being undertaken, we will notify you in advance. At such time, you might not be able to access our services and your data. This might happen for any number of reasons, at any time. Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using Spojit services. If you have a problem, you can contact our support team.

We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we will notify you where practical (for example, by email, or within our services when you log in).

Data and Privacy

Spojit uses your data to provide our services to you. Please refer to and read carefully our privacy policy which forms an important part of these terms and describes in more detail how we deal with your personal data.

Your Ownership

You will retain ownership of any data, information or material originated by you that you transmit through our services (user content). You shall be solely responsible for accuracy, quality, content and legality of such user content, including how the user content is acquired and the transmission of the user content outside of our services.

You represent and warrant that:

  • you have obtained all necessary rights, releases and permissions to submit all user content to our services and to grant the rights granted to us in these terms, and that 
  • user content and its submission and use as you authorize in these terms will not violate 
    • any Laws, 
    • any third-party intellectual property, privacy, publicity or other rights, or 
    • any of your or third-party policies or terms governing your user content.

Spojit assumes no responsibility or liability for user content, and you are solely responsible for your user content and the consequences of submitting and using it with the services.

You grant Spojit a license to use, copy, transmit, store, analyse, and back up all user content you submit to us through our services, including personal data of yourself and others, to enable you to use our services, allow us to improve, develop and protect our services, create new services, communicate with you about your subscription, and send you information we think may be of interest to you based on your marketing preferences.

Our Ownership

Spojit owns everything we have put into our services unless otherwise stated and excluding content owned by others. 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. 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 not expressly permitted by us.

GDPR

If you are in the EEAU, Switzerland, or are otherwise subject to the territorial scope of Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation, you can request and complete our Data Processing Addendum.

Other Legal
Relationship of Parties

Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and Spojit.

Consumer Law

These terms do not exclude, restrict or modify any non-excludable warranties, guarantees or other rights provided by law. Except for such non-excludable consumer guarantees and other rights you have that we cannot exclude, we are bound only by the express promises made in these terms. Our liability for breach of such non-excludable guarantees is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable consumer guarantee says otherwise).

Changes

Spojit reserves the right to make changes to these terms of use from time to time, however any changes will not apply retrospectively. Spojit will make every effort to inform you if any changes are to be applied. Unless we need to make immediate changes for reasons we do not have control over, we will provide you with 30 days’ notice of material changes before they become effective. When we notify you by email or by posting a visible notice through our services. If a change is not material, we may not notify you. If you find a modified term unacceptable, you may terminate your subscription at your discretion.

Exceptions

Nothing in these terms prevents Spojit from disclosing your user data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so.

Survival of Terms

All sections of these terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

Governing Law and Jurisdiction

These terms will be interpreted and governed by the laws of New South Wales, Australia.

If we are unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and Spojit agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. You and Spojit agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Contact Us

Spojit Pty Ltd
Suite 301, Level 3
77 King Street
Sydney, NSW 2000
Australia

E-mail: support@spojit.com

Have any Questions?Contact us today and connect with our support team.

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