DataBot Terms of Use
These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.
DataBot is owned and managed by DataBot Pty Ltd. These Terms are binding on any use of the Service and apply to You from the time that DataBot provides You with access to the Service.
DataBot reserves the right to change these terms at any time, effective upon the posting of updated terms on the website. DataBot will endeavour to communicate changes to You. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
1. DICTIONARY
"Agreement" means these Terms of Use.
"Onboarding Fee" means the fee (excluding any taxes) payable by You for a single, simple business partner onboarding. Additional business partners can be onboarded for an additional fee.
"Usage Fee" means the monthly transaction fee (excluding any taxes) payable by You.
"Minimum Usage Fee" means the minimum monthly transaction fee (excluding any taxes) payable by You.
"Transaction" means one of (but not limited to), a Sales Fulfilment, a Purchase Order, a Sales Fulfilment update, a Purchase Order update, a Product Load, a Customer Load or an order Cartonisation.
"Confidential Information" means any information, data and materials (in any medium) which is identified by the provider as, or would reasonably be expected to be, proprietary, confidential or of a commercially sensitive nature.
"Data" means any data inputted by You or with Your authority into the Website or inputted from the source system from which Data is being transferred.
"Test Period" means the period of time spent testing with Your business partner.
"Intellectual Property Rights" means all intellectual property including all rights arising from the law of copyright, registered and unregistered trade marks, designs, circuit layout designs and rights in relation to circuit layouts, and know-how owned by the relevant party.
"Service" means the EDI (Electronic Data Interchange) services made available (as may be changed or updated from time to time by DataBot) via the Website.
"Website" means the Internet site at the domain www.databot.com.au
"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.
"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
2. USE OF ELECTRONIC DATA INTERFACE SERVICE
DataBot grants You the right to use the Service. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
3. YOUR OBLIGATIONS
1. Payment obligations
An invoice for the Onboarding Fee will be issued at the completion of the Test Period and the commencement of live transactions sent via the Service. All invoices will include the Usage Fee or the Minimum Usage Fee (whichever is the higher) for the preceding one month period of use. DataBot will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.
All DataBot invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Onboarding and Usage Fees.
2. General obligations
You must only use the Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Databot or condition posted on the Website. You may use the Service on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
3. Access conditions
In order to access and use the Service, you are required to be onboarded to DataBot. When you are onboarded you must provide true, accurate, current and complete information, and you agree to advise via email of any updates to the Account Information in order to ensure that it is current. Upon onboarding and subject to all of the terms and conditions of these Terms of Use, DataBot grants to you the personal, non-transferable right to use the Service, solely for your own internal business purposes, until such time as either you or DataBot elect to terminate such right in accordance with these Terms of Use. DataBot will provide you with a username and password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You will ensure that all usernames and passwords required to access the software are kept confidential and secure. You will immediately notify DataBot of any unauthorized use of your passwords or any other breach of security. You agree that DataBot will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
4. Interference
As a condition of these Terms, when using the Service, You must: Not attempt to undermine the security or integrity of DataBot’s computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
Not use, or misuse, the Service in any way which may impair the functionality of the Service or other systems used to deliver the Service or impair the ability of any other user to use the Service;
Not transmit any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service.
5. Usage Limitations
Use of the Service may be subject to limitations, including but not limited to EDI volumes. Any such limitations will be advised.
6. Indemnity:
You indemnify DataBot against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to DataBot, including (but not limited to) any costs relating to the recovery of any Fees that are due but have not been paid by You.
4. CONFIDENTIALITY AND PRIVACY
1. Confidentiality
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- a. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms of use. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- b. Each party's obligations under this clause will survive termination of these Terms.
2. Privacy
DataBot maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.databot.com.au/privacy
You will be taken to have accepted that policy when You accept these Terms.
5. INTELLECTUAL PROPERTY
1. General
Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of DataBot.
2. Ownership of Data
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the DataBot Fees when due. You grant DataBot the right to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to use the Service and for any other purpose related to provision of services to You.
3. Backup of Data
You must maintain copies of all Data inputted into the Service and received from the Service. DataBot adheres to its best practice policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. DataBot expressly excludes liability for any loss of Data no matter how caused.
4. Third-party applications and your Data
If You enable third-party applications for use in conjunction with the Service, You acknowledge that DataBot may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. DataBot shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6. WARRANTIES AND ACKNOWLEDGEMENTS
1. Authority
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
2. Acknowledgement
You acknowledge that:
- a. You are authorized to use the Service and to access the information and Data that You input into the Service, including any information or Data input into the Service by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Service (whether that information and Data is Your own or that of anyone else).
- b. DataBot has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person
other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself, you agree that:
- i. You are responsible for ensuring that You have the right to do so;
- ii. You are responsible for authorizing any person who is given access to information or Data, and you agree that DataBot has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
- iii. You will indemnify DataBot against any claims or loss relating to:
- iv. DataBot’s refusal to provide any person access to Your information or Data in accordance with these Terms,
- v. DataBot’s making available information or Data to any person with Your authorization.
- c. The provision of, access to, and use of, the Service is on an "as is " basis and at Your own risk.
- d. DataBot does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. DataBot is not in any way responsible for any such interference or prevention of Your access or use of the Services.
- e. It is Your sole responsibility to determine that the Service meet the needs of Your business and are suitable for the purposes for which they are used. You remain solely responsible for complying with all applicable laws.
3. No warranties
DataBot gives no warranty about the Service. Without limiting the foregoing, DataBot does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
7. LIMITATION OF LIABILITY
1. To the maximum extent permitted by law, DataBot excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service.
2. If You suffer loss or damage as a result of DataBot’s negligence or failure to comply with these Terms, any claim by You against DataBot arising from DataBot’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Usage Fees paid by You in the previous 1 month.
3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8. TERMINATION
1. Cancellation
You are solely responsible for cancelling your account. You must send an email at any time to support@databot.com.au.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately. You will not be charged again and no refunds will be given. You must pay any Fees due.
2. Suspension or Termination
DataBot, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or Website, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Data in your Account.
9. HELP DESK
1. Technical Problems
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting DataBot. If You still need technical help, please check the support provided online by DataBot on the Website or failing that email us at support@databot.com.au
2. Service availability
Whilst DataBot intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service may be unavailable to permit maintenance or other development activity to take place. If for any reason DataBot has to interrupt the Service for longer periods than DataBot would normally expect, DataBot will use reasonable endeavours to publish in advance details of such activity to You.
10. GENERAL
1. Entire agreement
These Terms, together with the DataBot Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and DataBot relating to the Services and the other matters dealt with in these Terms.
2. Waiver
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
3. Delays
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.