Wave Card Terms of Use

 

 

Wave Cards
ABN 94 661 256 275

Thank you
for visiting the Wave Card Portal Terms of Use (Agreement), we are Wave Cards ABN 94 661 256 275 of Suite 7, Level 19/10 Eagle St, Brisbane City QLD 4000 (Wave Cards, we, our, us and other similar
terms). We provide customisable digital NFC
business cards and the mobile application and online software which is used to
update their details, known as the the
Wave Card Portal (the Wave Card Portal).

This
Agreement outlines the terms and conditions associated with your use of the Wave Card Portal. It is your obligation to
ensure that you have read, understood and agree to the most recent terms
available at https://wavecodes.com.au/
(Website).

2.1 Accepting this Agreement

By creating a Wave
Card Portal Account or downloading the mobile version of the Wave Card
Portal, you agree to comply with and be legally bound by the terms and
conditions of this Agreement. If you do not agree to these terms, you have no
right to continue using the Wave Card Portal.

You must not use the
Wave Card Portal if you are not able to form legally binding contracts
or are under the age of 18. If you create an Account on behalf of your employer
or any other entity, you represent and warrant you hold authority to enter into
this Agreement on behalf of that entity and that the entity will comply with
the obligations contained herein.

2.2   About this Agreement

Throughout
the Agreement we use some capitalised words and phrases, like the word
Agreement. These capitalised words and phrases are defined in clause 16. They aid to clarify the terms and
conditions. Please feel free to email us at sales@wavecards.com.au
if you have any questions.

This
Agreement will commence when you create an Account for the Wave Card Portal and will continue for the Subscription Period or
until the date of termination of this Agreement in accordance with clause
14.

If this Agreement is not terminated in accordance
with clause 14,
prior to the expiry of the then current Subscription Period, this Agreement
will automatically renew for a period equal to the current Subscription Period.

4.1  Licence

We grant
you a non-transferrable, non-exclusive and revocable licence to access the Wave Card Portal for the Subscription
Period, subject to the terms and conditions of this Agreement.

4.2  Our right to suspend

We reserve the
right to limit or suspend your licence to access the Wave Card Portal if you fail to pay any Subscription
Fee, or if in our reasonable
opinion, you are in breach of any of your obligations or warranties in this
Agreement. Suspending your account will not constitute
a breach of this Agreement by us, nor will it alter your obligation to pay the
Subscription Fee.

Unless expressed otherwise, Subscription Fees are quoted
in Australian Dollars and are exclusive of GST, withholding taxes, duties and
charges imposed or levied in Australia, or overseas, in connection with this
Agreement.

You are responsible for all bank fees and charges
applied by the payment gateway provider, which you choose to use.

6.1  Access and support

You acknowledge
and agree the Wave Card Portal will only
be accessible using the internet and by users with a valid Account.

Support for
the Wave Card Portal is provided in
accordance with the support arrangements as set out on our Website and may vary
from time to time.

6.2  Wave Card Portal
outages and system maintenance

If it is necessary to interrupt your use of the Wave Card Portal,
we will endeavour to provide you with reasonable notice (where possible) of
when, and the anticipated duration for which, the Wave Card Portal will be unavailable. During
these times the online version will be inaccessible and the mobile application
versions will have limited access.

You acknowledge access to the Wave Card Portal may be changed, interrupted or discontinued
for many reasons, some of which are beyond our control and during routine
maintenance there may be updates to the Wave Card Portal which may change the interface (including
the mobile application versions) and manner in which the Wave Card Portal functions.

You agree that we are not liable for any loss,
foreseeable or not, arising from any interruption to access, planned or not, and
any such interruptions will not constitute a breach by us of these terms.

7.1  Registering an Account

In order to use the Wave Card Portal, you are required to provide
us with Personal Information and create an Account with us.

You agree to provide any information reasonably
requested by us for the purpose of setting up your Account. You warrant that
all of the information you provide to us is accurate and complete in all
respects, you will inform us by updating your Account details whenever any such
information changes and you will not provide false or misleading information.

We reserve the right to reject any new Account in
our absolute discretion.

7.2 Account security

Maintaining
the security of your Account is important to ensuring your Personal Information,
and that data which we process on your behalf, remains safe. We work hard to
keep the Wave Card Portal secure and we ask you to contribute.

You agree
not to request or allow another person to create an Account on your behalf, for
your use, or for your benefit, except that an authorised employee or agent may
create an Account on behalf of your business. You also agree not to disclose
your Account security credentials to another person or permit them to access
your Account. You are responsible for the activities undertaken using
your Account which occur via the Wave Card
Portal, whether such activities are authorised by you or not.

7.3         Lawful use of the
Wave Card Portal

You undertake not to upload, store or access any
data on the Wave Card
Portal if such access or storage would infringe a person’s Intellectual
Property right, breach any Privacy Law or breach any other law or applicable
code (including any common law, statute, delegated legislation, rule or
ordinance of the Commonwealth, or a State or Territory).

7.4         Conduct which is expressly prohibited

You may only acquire and make use of the Wave Card Portal
for the sole purpose of meeting your internal business needs. You must not use
or include any part of the Wave Card Portal in
any service bureau or fee generating service offered to third parties

You must not:

(a)          in any way tamper with, hinder or modify the Wave Card Portal;

(b)          knowingly transmit any viruses or other
disabling features to or via the Wave Card
Portal;

(c)          use any screen capture, data mining, robot,
crawler or similar data gathering, reproduction or data extraction tools to
collect information from the Wave Card Portal
or our Website for any purpose including the sending of unsolicited emails,
soliciting our or another user’s clients or duplicating the content of the Wave Card Portal;

(d)          intentionally disable or circumvent any
protection or disabling mechanism of the Wave Card
Portal;

(e)     install or store any software applications, code
or scripts on or through the Wave Card Portal;

(f)         use the Wave Card
Portal in any way which could be reasonably expected to interfere with
or damage our systems, any other operator’s systems, or another user’s
enjoyment of the Wave Card Portal; or

(g)          attempt, facilitate or assist another person to
do any of the above acts.

The Wave Card Portal mobile applications are
available from Google Play and the Apple App Store (App Marketplace
Providers).

This
Agreement is between us and you only. We, and not the App Marketplace Provider,
are responsible for the mobile version of the
Wave Card Portal, and we are solely responsible for:

(a)          its support and maintenance;

(b)          the investigation, defence, settlement and
discharge of any claim which relates to an infringement of third-party
Intellectual Property rights arising from the use of the mobile version of the Wave Card Portal; and

(c)          any claim the
Wave Card Portal mobile applications fail to conform to any applicable
legal or regulatory requirement, including product liability claims and claims
arising under consumer protection laws.

The App
Marketplace Provider’s liability to you is limited to the refund of the
purchase price of the Wave Card Portal mobile
application and any other remedies under consumer protection law. Your right to
use the mobile version of the Wave Card Portal
is non-transferable and non-sublicensable, except to the extent the App
Marketplace Provider permits family sharing or like sharing arrangements.

The App
Marketplace Provider may monitor your use of the
mobile version of the Wave Card Portal and is entitled to enforce the
terms of this Agreement against you. You agree to submit to their legitimate enforcement
activities.

If there is
any inconsistency between this Agreement and the application use rules set out
in the App Marketplace Provider’s terms of service, their terms of service will
prevail to the extent of the inconsistency.

You
represent and warrant that you are not located in a country that is subject to
a U.S. Government embargo, or that has been designated by the U.S. Government
as a “terrorist supporting” country and you are not listed on any U.S.
Government list of prohibited or restricted parties.

You agree and consent to us handling your Personal
Information in accordance with our Privacy Policy. We may amend our Privacy
Policy in our sole discretion.  If we
amend our Privacy Policy, we will post the new version on our Website.  

We warrant we own or have a licence to use the
Intellectual Property in the Wave Card Portal.

You must not do any of the following, assist anyone
to do any of the following or permit any person over whom you have effective
control to:

(a)          create an adaptation or translation of, all or
part of the Wave Card Portal in any way;

(b)          use the Wave Card
Portal in a manner which may infringe any other persons Intellectual
Property;

(c)          incorporate all or part of the Wave Card Portal in any other webpage,
site, application or other digital or non-digital format; or

(d)          except to the extent that reproduction occurs
automatically through its ordinary use, directly or indirectly copy, recreate,
decompile, reverse engineer or otherwise obtain, modify or use any source or
object code, content, architecture, or algorithms contained in the Wave Card Portal.

We aim to provide the best possible user experience,
however, subject to the Non-excludable Conditions, we make no warranties or
guarantees that the Wave Card Portal is fault
free, regarding the Wave Card Portal’s fitness
for any particular purpose which we have not expressed, or regarding your
access to, or the results of your access to, the
Wave Card Portal including its correctness, accuracy, timeliness,
completeness, reliability or otherwise.

12.1       Implied Conditions

We expressly exclude all conditions, warranties and
other terms which might otherwise be implied by any law, regulation, statute,
common law or law of equity except any Non-excludable Condition.

12.2       Limitation of Liability

Subject to the Non-excludable Conditions, we exclude
all other liability for any costs, including consequential losses, suffered or
incurred directly or indirectly by you in connection with this Agreement,
including:

(a)          the Wave Card
Portal being inaccessible for any reason;

(b)          incorrect or corrupt data, lost data, or any
inputs or outputs of the Wave Card Portal;

(c)          computer virus, trojan and other malware in
connection with the Wave Card Portal;

(d)          security vulnerabilities in the Wave Card Portal or any breach of security
that results in unauthorised access to, or corruption of data;

(e)          negligence arising from our activities or that
of our service providers;

(f)           any unauthorised activity in relation to the Wave Card Portal;

(g)          the occurrence of an Event of Force Majeure;

(h)          your breach of this Agreement;

(i)           any changes to the terms, processes or policies
of App Marketplace Providers; or

(j)           any act or omission by you, your personnel, your
associates or any related body corporate under or in relation to this
Agreement.

12.3       Limits to liability associated with goods and
services

Where a Non-excludable Condition is deemed to apply,
to the fullest extent possible under the law, we limit our liability for any
breach to:

(a)          in the case of goods: the re-supply of the goods
or payment of the cost of the re-supply of the goods, or the replacement or
repair of the goods or payment of the cost of replacement or repair of the
goods; and

(b)          in the case of services: the resupply of the
services or the payment of the cost of having the services resupplied.

12.4       Indemnity

You indemnify us against all costs suffered or
incurred by us, however caused, arising wholly or partially, directly or
indirectly, in connection with this Agreement or your use of the Wave Card Portal,
including any costs arising from your breach of this Agreement, your
infringement of any third party Intellectual Property rights associated with this
Agreement, any harm to, claim or action by a third party (including to that
third party’s personal property) which arise directly or indirectly from your
use of the Wave Card Portal and your
breach of any law including, Privacy Law.

A party claiming a dispute has arisen under this Agreement
(Dispute) must give written notice
to the other party specifying the nature of the Dispute. The parties must
submit themselves to the dispute resolution procedure set out in this clause 13 before commencing any
legal proceedings.

If the parties cannot resolve the Dispute between
themselves within 30 days then either party may require the Dispute to be
referred for mediation. The mediation must be undertaken in accordance with the
Resolution Institute Mediation Rules, within the jurisdiction of the Agreement
and, unless otherwise agreed between the parties, using a mediator nominated by
the Resolution Institute. If the Dispute is not resolved within 30 days of the
mediation commencing either party may commence proceedings in respect of the
Dispute.

Each party must pay its own internal and
legal costs in relation to complying with this clause 13. The mediator’s costs
are to be shared equally.

The parties acknowledge and agree this clause
13 does not apply to the
recovery of any debt or prevent a party from instituting proceedings for the
purposes of seeking urgent injunctive or similar interim relief from a court.

14.1       Termination

You may
terminate this Agreement by sending us a Cancellation Notice or cancelling your
subscription via the facility in your Account. Either option satisfies the
requirements for termination to be provided in writing.

We may terminate this Agreement by providing you
with notice in writing. Termination will take effect, at the end of the then
current Subscription Period.

14.2       Actions upon termination

Upon termination

(a)          you must immediately stop using the Wave Card Portal;

(b)          we reserve the right to permanently erase any
data associated with your Account; and

(c)          you will no longer have access to your Account.

Assignment – We may assign, encumber, declare
a trust over or otherwise create an interest in our rights in this Agreement
without your consent.

Entire Agreement – This document contains the
entire agreement between the parties about its subject matter.  Any previous understanding, agreement,
representation or warranty relating to that subject matter is replaced by this
document and has no further effect.

Governing law – The laws of Queensland and the Commonwealth of Australia
govern this Agreement. The parties submit to the non-exclusive jurisdiction of
courts exercising jurisdiction there.

Notices – The
parties agree all notices, disclosures and other communications that are provided
in accordance with this clause, satisfy any legal requirement that such
communications be in writing. Any communication under or in connection with
this Agreement:

(a)          which we send to you, will be sent to the email
address provided to us in your Account and by accepting these terms you give
your consent to receive communications from us by email; and

(b)          which you send, must be either delivered or
posted by prepaid post to the address set out at clause 1
 or sent by email to our email address
set out at clause 2.2.

Relationship – Nothing in this Agreement is
intended to create or be construed as creating a relationship of agency, joint
venture or partnership between any of the parties. 

Severability – Any provision of this document
which is unenforceable or partly unenforceable is, where possible, to be
severed to the extent necessary to make this document enforceable, unless this
would materially change its intended effect.

Variations to this Agreement – We may vary
this agreement by giving one month written notice to you. If you do not accept
the terms of the variation you may terminate your subscription in accordance
with clause 14.1.

Unless the terms and conditions of the Agreement
state otherwise, the following expressions used in this Agreement have the
following meanings:

Account or Wave Card Portal Account means the username
and access credentials used when you access the Wave Card Portal.

Agreement means these terms and conditions
and any document incorporated into them by reference.

App Marketplace Provider takes its meaning
from clause 8.

Cancellation Notice means a notice sent by either
party, in accordance with clause 14,
requesting the termination of this Agreement.

Event of Force Majeure means an act of war
(whether declared or not) or terrorism, the mobilisation of armed forces, civil
commotion or riot, natural disaster, health epidemic, industrial action or
labour disturbance, currency restriction, embargo, action or inaction by a
government, a failure of a supplier, public utility or common carrier or
computer disruption due to the effects of a computer virus, trojan, malware, a
ransomware attack or other malicious code.

Intellectual Property means all present and
future rights conferred by statute, common law or equity (and all moral rights)
in or in relation to business names, domain names, circuit layouts, computer
code, confidential information, copyright, designs, formulas, inventions,
knowhow, patents, plant varieties, recipes, trade marks, and other results of
intellectual activity in the industrial, commercial, scientific, literary or
artistic field, the benefit of any application to register such a right and the
benefit of any renewal or extension of such a right.

Non-excludable Condition means any guarantee,
condition or warranty (such as the consumer guarantees implied by the Competition
and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Payment Terms mean, where a Subscription Fee
applies to the Subscription Package selected, the requirement to make payment immediately
on commencement of this Agreement and each subsequent Renewal Date.

Personal Information means information or an
opinion about an identifiable individual (not a company), whether or not that
information or opinion is true or in a material form.

Privacy Law means both the privacy laws in
the jurisdiction in which you operate and the Privacy Act 1988 (Cth)
incorporating the Australian Privacy Principles.

Privacy Policy means the privacy policy
available on our Website as amended by us from time to time.

Renewal Date means a date one calendar month
after the beginning of the then current Subscription Period.

Subscription Fee means any monthly price for
the Wave Card Portal
Subscription Package as set out on our Website.

Subscription Package means one of the subscription
packages advertised on our Website from time to time.

Subscription Period means one calendar month.

You or your means the person or entity using the Wave Card Portal.

Us, we or our means Wave Cards ABN 94 661 256 275.

Website means the website located at https://wavecards.com.au/ and any of its
subdomains.