SERVICE TERMS & CONDITIONS
The Services Terms & Conditions (Terms) govern your use of our services as set out on our website (Services) at ninjodo.com (Site). If you use this Site, you accept these Terms. Please contact us if you have any questions before you use our services. You can contact us at firstname.lastname@example.org
The Site is operated by Horizon HQ Pty Ltd t/a Ninjodo, and the terms we, us, our, Ninjodo and Horizon HQ refer to Horizon HQ Pty Ltd. The terms you and your refer to users of the Site (each a User).
We agree to provide you with the services set out on the Site (Services), as soon as reasonably possible after you accept the terms and become a member, through the process set out on the Site (Member).
Amendment of Terms:
- The Terms may be amended without notice from time to time in our sole discretion, and will be available on the Site. We will provide you with prior notice, where possible. Your continued use of our Services following any amendments indicates that you accept the amendments.
- You should check the Terms regularly, prior to using our Services, to ensure you are aware of any changes, and only proceed to use our Services if you accept and will comply with the new Terms. If any modification is unacceptable to you, you can choose to cease to use our Services. If you are a member, you can terminate this agreement by providing notice to us.
Account and Membership:
- The Site sets out the procedures to register to become a member, enter your details, create an account (Account) and choose your Account access details including user name or passwords.
- Membership rights are set out on the Site, including the methods to enter your information, upload and store your documents, and to integrate your programs.
- You are responsible for providing, updating and maintaining, correct information about yourself including your registration, usernames and account information for third party web sites and service providers (collectively, Account Details).
- Your Account contains the information that you have chosen to access and requested that we access, using your Account Details on third party websites and service providers (User Information).
- You can view your Account Details and User Information and modify your Account Details and User Information including changing settings, deleting records and editing records.
- Your Account is personal to you and should not be used by any other person. You should not disclose your Account access details to any other person. You are responsible for all activity carried out on your Account. If you consider that your security has been breached in any way including the unauthorised use of your Account, please contact us immediately.
- We reserve the right to refuse your membership with the Site for any reason whatsoever at our sole discretion.
License, Copyright and Intellectual Property Rights:
- By submitting Account Details to Horizon HQ, you grant Horizon HQ and our group companies a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable license to use and disclose the Account Details and to access your third party accounts, to perform our Services.
- When you request us to access your User Information on third party web sites and service providers, you warrant that you have all necessary rights, authorisations and powers to access that User Information.
- You grant Horizon HQ a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to access and store the User Information, as set out in the Terms.
- You do not assign your intellectual property rights in User Information to us, via the use of our Services, unless you have specifically contracted to so assign your rights.
- You grant Horizon HQ the right to pursue at law any person or entity that violates your or Horizon HQ’s rights in the Account Details and User Information including by a breach of the Terms.
Term, Fees and Payment
- A contract begins on the date that you accept the Terms by clicking to accept, and will continue unless and until the contract is terminated in accordance with the Terms.
- Fees for our Services (Fees), payment methods and billing cycles are set out on our Site. Payment methods include by credit card and using PayPal. All transactions are processed in AUD.
- Your Account remains active until the end of the current billing period is complete. Client Admin user can request a copy of their data. Fees are payable until the end of the billing period. You are not entitled to a refund for this period, unless our Refund Policy applies, as set out below.
- In the absence of fraud or mistake, all payments made are final and you shall not have the right to cancel your payment for any reason and further you agree to satisfy all such payments made, with exception to action taken under the Refund Policy set out below.
- If you make a payment by credit card you warrant that the information you provide to us is true and complete, that you are authorised to use the credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your Account to cover all Fees or charges payable.
- Nothing prevents us from taking any action necessary to recover unpaid Fees and charges. If you fail to pay, your information will be passed on for collection and or legal action. You acknowledge and agree that you are liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense. If you at any time exceed our payment terms and as a result are passed on for collection and or legal action, we may place a default against you with a credit reporting agency.
- Our Fees, pricing structure or payment methods may be amended from time to time in our sole discretion, and will be available on the Site.
Suspending and Closing Account
- If you cease to pay Fees for your Account, we have the right to suspend your Account after the payment due date. If your payments fail, you have 7 days after the first payment processing attempt, to provide payment. We will notify you by email, to the email address that you have provided.
- If you do not continue payment, we will suspend your Account for a period of 3 to 6 months, to give you time to reopen your Account and pay the Fees owing up for the suspension period. After the suspension period, if you do not contact us to reopen your Account, and make payment, your Account will be terminated and your Account Details and User Information will be deleted.
User Warranties and Conditions:
As a condition of your use of this Site, you warrant that:
- You are 18 years of age or older; have the legal capacity to enter these Terms and form a binding contract; and that you have read, understood and agree to comply with these Terms, before using our Services.
- You possess the legal authority to enter into the Terms and to use this Site in accordance with the Terms;
- You will act lawfully and will comply with any applicable laws, regulations, industry codes of conduct and Australian standards in providing information to us;
- All information provided by you to Horizon HQ is true, accurate, current and complete;
- You will keep your Account Details true, accurate, current and complete, including to provide us with any new user name and passwords as required to obtain the Services;
- You are the legal and beneficial owner or authorised licensee of all Account Details and User Information that you supply to us (whether or not for uploading onto the Site), you will only provide Account Details that are owned by you, about accounts owned by you where you are the account holder, and that you are authorised to provide the Account Details to us;
- Where you provide information about jointly held accounts, you have permission of the joint holders to provide the Account Details to us on the basis of the Terms;
- You will safeguard your Horizon HQ Account Details and will supervise and be responsible for any use of your account by anyone other than you;
- If applicable, you have a valid ABN which has been advised to us; and
- If applicable, you are registered for GST purposes.
As a condition of your use of this Site, you:
- Agree to abide by the Terms;
- Agree to provide true, accurate, current and complete User Information at all times;
- Agree not to upload User Information which contains hidden code or images which do not relate to or which alter the intended meaning of the original User Information;
- Agree that Horizon HQ has the right to refuse any and all current or future use of the Site. Where it is possible for Horizon HQ to contact you directly, we will notify you of any suspension or termination and the reasons for it;
- Acknowledge that, to the extent permitted by law, Horizon HQ is not liable for any User Information that causes you or your business any loss or damage; and
- Acknowledge that Horizon HQ reserves the right to include or exclude entry to, or remove a User from the Site.
Acceptable Use Policy:
- Post, upload, distribute, store, create or publish any message, data, information, text, music, sound, photos, graphics, code or any other material :
- that is false, unlawful, misleading, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing or advocates harassment of another person, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. In particular, content that promotes an illegal or unauthorised copy of another person’s copyrighted work;
- that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Horizon HQ; and
- any material of which contains computer worms, viruses or other types of malicious or harmful code;
- Use the Site for any purpose or in any way which is contrary to the Terms or which is unlawful, including but not limited to breaching intellectual property rights, linking to a listing on the Site any defamatory, threatening, harassing, abusive, discriminatory, unlawful, obscene, offensive, profane, indecent or otherwise objectionable material of any kind;
- Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Site, or do anything that compromises the security and/or stability of the Site;
- Use another person’s name or identity without permission, or use the Site while impersonating another person;
- Use the Site in connection with the transmission of junk mail, spam, chain letters or to engage in other flooding techniques or mass distribution of unsolicited email;
- send automated queries to the Site without Horizon HQ’s express written permission
- access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
- Violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site;
- Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- Deep-link to any portion of this Site for any purpose without our express written permission;
- frame, mirror or otherwise incorporate any part of this Site into any other website without our prior written authorization; and
- attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Horizon HQ in connection with the Site.
Any breach of any of these rules may result in immediate termination of your Account, without notice.
- When purchasing from Horizon HQ, your financial details are not stored by us. You will be forwarded to a 3rd part provider who uses the latest 128-bit SSL (secure sockets layer) encryption technology to complete the transaction before being returned to the Site. 128-bit SSL encryption is approximated to take at least one trillion years to break, and is the industry standard.
- Account Details and User Information is stored in a password protected database. The database that holds user information is stored in a separate folder outside of the website root directory and served via proxy. Pages that deal with a user’s account recheck for a valid login upon loading, destroying the session and redirecting to the home page if no valid login is found.
- The file storage and database are backed up on a regular basis. The frequency depends on overall site traffic.
- If we are aware of a breach of security, we will notify affected users and we will cooperate with authorities regarding the breach.
Delays and Outages:
- The Site is hosted and storage is provided by third parties. We are not responsible for any delays or interruptions to the Site or the Services. We will use commercially reasonable efforts to minimise delays and interruptions. We cannot warrant that the Site will be available at all times or at any given time.
- We may at any time and without notice to you, discontinue the Site and the Services in whole or in part. We are not responsible for any loss, cost, damage or liability that may result from our discontinuance of the Site or the Services.
- You may cancel your registration by sending us a request for cancellation. Upon confirmation of your request, your Horizon HQ account will be cancelled. We reserve the right to cancel your account for extended periods of inactivity.
- Horizon HQ may cancel our Service on 1 week’s notice to you in writing (including by email).
- All Horizon HQ Intellectual Property belongs to Horizon HQ or its licensors. Users do not obtain any interest or license in that Intellectual Property. Users may not do anything which interferes with or breaches those Intellectual Property rights. Horizon HQ grants users on the Site permission only to use copyright material as contemplated by the Services, and not to use the content of the Site in any other way or for any other purpose, apart from fair dealing permitted by the Copyright Act 1968.
- Intellectual Property means all code, algorithms, copyright, fees, pricing, trade marks, logos, slogans, designs, images, photographs, patents, know-how, trade secrets, ideas, methods, diagrams, drawings, databases, notes, documents, Confidential Information and any other proprietary or industrial rights relating to Horizon HQ (in each case whether registered or unregistered or whether capable of registration), together with any applications for registration and any rights to registration or renewal of such rights anywhere in the world and whether created before or after the date of these Terms; registered and unregistered trademarks and service marks including goodwill in the business and Services; trade, business company or organisation names; internet domain names; and Site content, images and layout.
Upon termination of the agreement:
- Horizon HQ will have no further obligation to, and will cease to, perform the Services to you;
- Horizon HQ has sole and absolute discretion on whether to remove User Information from its records. We reserve the right to retain the records required by relevant law, for the period required by relevant law, generally 7 years.
- You will immediately return to Horizon HQ any property (including confidential information and intellectual property) in your possession or control, that belongs to us.
- The accrued rights, obligations and remedies of the Parties are not affected by the termination of the Terms.
- Our Services to consumers come with consumer guarantees under the Australian Consumer Law, that cannot be excluded. If Service to a consumer fails to meet one or more of the consumer guarantees, you are entitled to a remedy. If the problem is minor and can be fixed, this may be fixing a minor problem, a refund, a further service to rectify the problem and in some circumstances compensation for consequential loss. If the problem is major or cannot be fixed, a consumer can choose to terminate the contract for Services and obtain a full refund, or seek compensation for the difference between the value of our Services provided compared to the price paid.
- Please choose the Services carefully. We do not normally give refunds if you simply change your mind or make a wrong decision.
- To the full extent permitted by law, we exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms and under the Australian Consumer Law.
- Our maximum liability to you or any third party is limited to one month’s Fee for providing Services to you.
Limitation of Liability:
- To the full extent permitted by law, we exclude all representations, guarantees, warranties or terms (whether express or implied) other than those expressly set out in these Terms, and the Australian Consumer Law, to the extent applicable.
- As a condition of using the Services, and in consideration of the services provided by us, we exclude and you agree that we will not be liable to you or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expense, or costs, however arising (including negligence), but including those resulting directly or indirectly from, or otherwise arising in connection with:
- the use of the Site or Services by you, including but not limited to damages resulting from or arising from your reliance on the Site or Services, or the interruptions, errors, defects, delays in operation or other conduct by third parties, or any failure of performance of the site;
- the content of any product, service, or provider mentioned or recommended therein;
- the breach, or alleged breach, of any warranty, express or implied, relating to any transaction; or
- government restriction, strikes, war, any natural disaster or force majeure, or any other condition beyond our reasonable control.
- You agree that we shall not be liable for any damages arising from any interruption, suspension or termination of the Site.
- If, despite the limitations above, Horizon HQ is found liable for any loss or damage which arises out of or in any way connected with any of the occurrences described above, then to the maximum extent permitted by law the liability of the relevant Horizon HQ company will in no event exceed, one months’ Fees for providing Services to you.
- The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of Horizon HQ.
We do not warrant that our Services or your access to the Site will be error free, that any defects will be corrected, that the Site or the server which stores and transmits material to you are free of viruses or any other harmful components, or that the Site or Services will operate on a continuous basis or be available at any time.
Due to the nature of our service, it is not possible to guarantee, and we therefore we do not warrant that the Service will be provided free of interruption or free from intrusion or hacking by third parties.
- By using the Site, you agree to defend and indemnify and hold us (and our officers, directors, employees and agents) harmless from and against all claims, actions, suits, demands, damages, liabilities, costs or expenses (including legal costs and expenses on a full indemnity basis), including in tort, contract or negligence, arising out of or connected to: your use of or access to the Site; any breach by you of these Terms; and any wilful, unlawful or negligent act or omission by you.
- This defence and indemnification obligation will survive these Terms and your use of the Site. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
- You may only use the Site and Services for lawful purposes and in a manner consistent with the nature and purpose of the Site and Services for. By using this Site and Services, you agree that the exclusions and limitations of liability set out in these Terms are reasonable. If you do not think they are reasonable you must not use this Site and Services.
- We reserve the right to remove any and all content found to be in breach of copyright, or which in our opinion is deemed inappropriate and/or illegal. If you breach the Terms, we reserve the right to block you from the Site and Services, and to enforce our rights against you. If we do not act in relation to a breach of the Terms by you, this does not waive our rights to act with respect to subsequent or similar breaches of the Terms by you. All rights not expressly granted in the Terms are reserved.
Enforceability: If any provision of the Terms is found to be illegal, invalid or unenforceable by a court of law, then the provision will not apply in that jurisdiction and is deemed not to have been included in the Terms in that jurisdiction. This will not affect the remainder of the Terms, which continue in full force and effect.
Termination: The Terms are effective until terminated by us, which we may do at any time and without notice to you. In the event of termination, all restrictions imposed on you by the Terms and limitations of liability set out in the Terms will survive.
Disputes: You agree to use your best endeavours to use mediation and negotiation to resolve any dispute arising out of or relating to these Terms, prior to resorting to an external dispute resolution process. Please notify us in writing of any dispute you may have.
Entire Agreement and Understanding: In respect of the subject matter of the Terms the Terms contains the entire understanding between the Parties; all previous oral and written communications, representations, warranties or commitments are superseded by the Terms and do not affect the interpretation or meaning of the Terms and each of the Parties has relied entirely on its own enquiries before entering into the Terms.
Jurisdiction: Your use of this Site and any dispute arising out of your use of it is subject to the laws of New South Wales, Australia. You irrevocably and unconditionally submit to the jurisdiction of the Courts of New South Wales, Australia, for determining any dispute concerning the Terms.
General: If a provision of these Terms are invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions. If we do not act in relation to a breach by you of these Terms, this does not waive our right to act with respect to that or subsequent or similar breaches. Each party must at its own expense do everything reasonably necessary to give full effect to these Terms and the events contemplated by it.
For questions and notices, please contact us at:
Horizon HQ Pty Ltd t/a Ninjodo ABN (15 167 038 486)
PO Box 322, Port Macquarie NSW 2444
Last update: 3rd December 2013