Meesys Pty Ltd
1. GENERAL AND INTERPRETATION
1.2. Unless the context requires otherwise, the following capitalised definitions will have the following meanings:
1.2.1. Account means the ability for an Account Holder to actively access the Website and use the Application.
1.2.2. Account Holder means the registered and verified person with an active Personal Account or Business Account (in each case) who has the principal authority and ability to actively access the Website and use the Application.
1.2.3. Account Connections means the ability for an Account Holder to connect to a Business Account for the purpose of sharing Communications.
1.2.4. Account Members mean additional Business Account -users, who have been authorised to access the Account and use the Website by the Account Holder.
1.2.5. Application means the SaaS application known as Signmee™, accessible via a Supported Web Browser, enabling the Account Holder to access the Website and use the Application, and references to the Application include all or any Upgrades.
1.2.6. Business means an entity other than a person or individual.
1.2.7. Business Account means the ability for a Business Account Holder or Business Account Member to actively access the Website and use the Application on behalf of a business.
1.2.8. Business Account Owner means the principal, manager, director or other authorised person who has approved the Business Account registration.
1.2.9. Business Days mean Business Hours on Mondays to Fridays, but excluding all public holidays in Victoria, Australia from time to time (including, without limitation, the Christmas/New Year period).
1.2.10. Business Hours mean 8:00 am to 5:00 pm in Victoria, Australia on Business Days.
1.2.11. Content means (in whatever media or format) all text, data, images, logos and other content or information (which may include Personal Information and Sensitive Personal Information) about Subjects contained within Communications or otherwise posted or accessed using the Application.
1.2.12. Communications mean letters, memos, notes, calendars, contracts, agreements and other documents that can be accessed, managed and stored by the Account Holder via the Application.
1.2.13. Company means Meesys Pty Ltd, ABN 365 162 626 182, 25 Wangaratta Street Burnley Victoria Australia 3121.
1.2.14. Credits mean the credit required for a Business Account Holder to distribute a Communication on behalf of the Business within the Application.
1.2.15. FAQs mean the frequently asked questions posted on Helpmeehttp://helpmee.meeys.com(as maybe amended or updated from time to time) to assist Account Holders in the use of the Application.
1.2.16. Functionality means the ability of an Account Holder to:
(a) create Communications;
(b) edit Communications;
(c) delete Communications;
(d) publish Communications;
(e) distribute Communications;
(f) receive Communications;
(g) access the Signmee calendar;
(h) set reminders for due response dates;
(i) read, confirm, reply and submit payment (if applicable) for Communications received; and
(j) store and view all Communications received,
together with any other functionality that maybe created or added from time to time.
1.2.17. Helpmee means third party software, providing an Account Holder with access to the Signmee Knowledge Base and FAQs.
1.2.18. Hosting Provider means a third party providing data hosting, access and storage services via the internet or other external connection.
1.2.19. Intellectual Property means all copyright, know-how, patents, patent applications, trade marks, service marks, design rights, rights in circuit layouts and other intellectual property rights in or to (without limitation) the Website and the Application and all source and object code, designs, inventions, processes, slogans, logos, data, ideas, trade secrets and domain names (in each case, whether registered, unregistered or capable of registration), together with any rights to registration or renewal of such rights anywhere in the world.
1.2.20. ISP means a third party service provider, providing a user with access to the internet or other telecommunications network.
1.2.22. PayPal means the global, e-commerce business allowing fast, secure payments for goods and money transfers to be made through the internet.
1.2.23. Personal Account means the ability for an Account Holder to actively access the Website and use the Application for personal purposes to receive and respond to Communications.
1.2.24. Personal Account Holder means the authorised holder of a Personal Account.
1.2.25. Personal Information means information or an opinion (whether true or not, and whether recorded in a material form or not) about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
1.2.26. Plan means the type of subscription plan for Credits that an Account Holder who wishes to send Communications signs up, and agrees to (from time to time) as further detailed on the Website.
1.2.27. Privacy Act means the Privacy Act 1988 (Cwth), as maybe updated or amended from time to time.
1.2.29. SaaS means software as a service, delivered to a user on demand via a web browser.
1.2.30. Sensitive Personal Information means Personal Information that includes information about an individual’s health, criminal record, racial or ethnic origin, political or philosophical beliefs or otherwise information that is sensitive in nature.
1.2.31. Signmee™ means the trade mark belonging to the Company used to identify the Application (which includes the registered trade mark, “MEE”).
1.2.32. Signmee Knowledge Base means a database of information including support documentation, troubleshooting information, user manuals, answers to frequently asked questions related to Signmee.
1.2.33. Subscription Expiry Date means the date on which credit expires based on package purchased.
1.2.34. Subscription Purchase Date means the date on which an Account Holder receives Credits for the Plan purchased successfully.
1.2.35. Subscription Fees mean the relevant subscription fees (if any) to be paid in advance by a Business Account Holder who wishes to send Communications for Credits, pursuant to the Business Account Holder’s chosen Plan.
1.2.36. Support means the Signmee™ email support services provided by the Company pursuant to paragraph 4.
1.2.37. Supported Web Browser means web access via the current and prior major release of Chrome, Firefox, Internet Explorer and Safari on a rolling basis approved by the Company as being compatible for access to the Website and the Application.
1.2.38. System Templates means the forms published in the Signmee template library. These forms may be copied and distributed as-is, at the cost specified. These forms may be modified with the Signmee form editor tool before being distributed, but Meesys will have no responsibility or liability for any such modifications or changes.
1.2.39. Upgrade(s) mean all upgrades, new releases, improvements, adaptations, modifications and enhancements to the Application (and references to the Application will include all applicable Upgrades for as long as an Account Holder possesses a Licence).
1.2.40. Website means the Signmee™ website available athttp://www.signmee.meesys.com
1.4. A reference to a party includes its employees, partners, directors, sub-contractors, successors and assigns.
1.5. A reference to a statute will include all regulations and re-enactments, amendments or replacements to it.
1.6. The singular includes the plural and vice versa.
2. ACCOUNT SET UP AND ACCESS TO SIGNMEE™
2.1. As soon as a Personal Account is registered at http://www.signmee.meesys.com by a verified Account Holder, the Account Holder will be granted the Licence to access the Website and use the Application. The Website must only be accessed via a Supported Web Browser. Functionality will be limited to receive and respond to Communications.
2.2. Any existing Account Holders may register for a Business Account for the purpose of creating and distributing Communications on behalf of a Business. A Business Account must be verified by a person with the authority to act on behalf of a business or organisation (e.g.: principal, dDirector, mManager or other authorised person). A new Business Account will have basic functionality to create, edit and publish Communications. Subscription Fees must be paid to enable full functionality including distribution of Communications.
2.3. Any Business Account Holder my elect to pay a Subscription Fee to purchase Credits. As soon as the applicable Subscription Fee is paid via PayPal and payment is verified, the Business Account will be credited by the Company in respect of the applicable number of Credits (the Subscription Date). Credits will expire on the Subscription Expiry Date indicated by the Company.
2.4. Subscription Fees payable will be as specified in the applicable Plan displayed on the Website. All Subscription Fees are payable at the time the Business Account Holder selects a Plan. Access to the distribution feature of the Application will only be granted when the applicable Subscription Fees have been paid by the Business Account Holder and received in full by the Company. The Company may review and amend the Subscription Fees from time to time (or at least on an annual basis). Any changes to the Subscription Fees will take effect from the next Subscription Date.
2.5. All Subscription Fees will be paid using PayPal.
2.8. The Business Account Holder may vary its Plan at any time by selecting an alternative Plan via the Website.
2.9. When additional Plans are purchased (and extra Credit is purchased), but the Account has existing Credit remaining from its old Plan, all existing Credits will be used first up until their expiry, before Credits from the new Plan are used.
2.10. The Credit expiry date is set from the relevant Subscription Purchase Date (one month or one year from the purchase date), not from the date of expiry of any existing Credits. Any unused Credit for each Plan purchased will be forfeited on the existing Credit expiry date. Credit cannot carry over beyond the applicable Credit expiry date. The maximum Credit expiry period for any Plan is one (1) year from the Subscription Date for those Credits.
2.11. The Account Holder agrees and acknowledges that it uses the Website and the Application at its own risk.
2.12. The Account Holder is (at all times) wholly responsible for:
2.12.1. ensuring it has the necessary software, hardware and firmware to access, view and use the Application;
2.12.2. ensuring that only a Supported Web Browser is used to access the Website;
2.12.3. the integrity and accuracy of any Content or other information it posts via the Application;
2.12.4. use of the Application by any Additional Account Members;
2.12.5. the actions or omissions of any Additional Account Members; and
2.12.6. any unauthorised access to the Website or unauthorised use of the Application.
2.13. The Company does not warrant that the Application will be bug or error free or that the Website will be accessible at all times.
2.14. To the extent permitted by law, the Company will have no responsibility or liability whatsoever for the exclusions contained in paragraph 8.
2.15. The Company will provide basic training in the use of the Website and the Application via Http://helpmee.meesys.com, and in particular, by the provision of the FAQs (which maybe updated or amended by the Company from time to time). Basic training will be provided in the form of explainer videos and supporting documentation stored in the Signmee Knowledge Base.
2.16. If the Account is terminated or disabled (for any reason) by the Company, the Account Holder will not create another Account without the prior, express, written permission of the Company (who may withhold its consent at its discretion).
3.1. Following the successful creation of an Account, the Company will grant the Licence to the Account Holder. The Licence will extend to the use of the Application by any Additional Account Members. The Account Holder is strictly prohibited from allowing any third party other than its Additional Account Members to access or use the Website or the Application.
3.2. The Licence may be terminated or disabled in accordance with paragraph 9 below.
3.3. Unauthorised use the Website or the Application may lead to an application by the Company for injunctive relief and/or immediate revocation of the Licence by the Company.
4. UPGRADES AND SUPPORT
4.1. The Company may (at its discretion) provide Upgrades from time to time. Notice and details of any Upgrades available will be posted on the Website and onhttp://helpmee.meesys.com.
4.2. Support will be provided on Business Days and will be provided via email response and telephone where required via:
Email Support: email to: firstname.lastname@example.org
Helpdesk: http://helpmee.meesys.com (find an answer or ask a question)
4.3. The Company will use its best endeavours to promptly respond to requests for Support, and will usually respond within one (1) Business Day of receipt of the request email. If such a request is received by the Company after 1 pm on any Business Day, the Company may not respond to the request until the following Business Day. Similarly, if requests for Support are received by the Company on a day that is not a Business Day, the Company will respond to the request on the next Business Day.
4.4. For the purposes of clause 4.3 above, requests for Support will be deemed to be received by the Company:
4.4.1 if requested by email, when an email has been sent to the correct email address and the Company has sent an email to the Account Holder confirming receipt of such request;
4.4.2 if requested by telephone, when a representative of the Company has picked up and logged the call, and
4.4.3 if requested by asking a question on Helpmee, when the question is submitted successfully and received by the Company.
4.5. For the avoidance of doubt, the Company is only obliged to respond to requests for Support that are:
4.5.1. made by the Account Holder and any Additional Account Members; and
4.5.2. sent to the correct email address or reported via Helpmee.
4.6. Notice of any changes to Support will be posted on the Website and will take effect from the date posted.
5. INTELLECTUAL PROPERTY OWNERSHIP
5.2. Notwithstanding clause 5.1, the Intellectual Property in or to any third party software comprised in the Application (if any) will remain the property of the relevant third party proprietor and will be used (and/or sub-licensed) under an appropriate third party licence.
6. ACCOUNT HOLDER’S RESPONSIBILITIES
6.1. The Account Holder is responsible at all times for:
6.1.2. the Content posted;
6.1.3. the validity and accuracy of the Content posted;
6.1.4. ensuring that any Content posted does not infringe the Intellectual Property rights of any third party;
6.1.5. its Additional Account Members (including any Content posted by such Additional Account Members);
6.1.6. the accuracy and completeness of information relating to the Account Holder and/or Subjects;
6.1.8. ensuring that any Content posted is not illegal, deceptive, false, confusing, offensive, confusing, discriminatory or pornographic;
6.1.9. unauthorised access to its hardware, software and the Website;
6.1.10. the back up of all Content posted via the Application; and
6.1.11. loss of any Content belonging to, or in the control of, the Account Holder (whether as a result of use of the Application or otherwise).
6.2. The Account Holder will not (and will ensure that any Additional Account Members will not):
6.2.1. post any unauthorised Communications (such as spam) via the Application;
6.2.2. upload any viruses into the Application or knowingly do anything that could disable the Application;
6.2.3. use any illegal or unorthodox methods to collect Personal Information or Sensitive Personal Information;
6.2.4. post any Content that is illegal, deceptive, false, offensive, confusing, discriminatory or pornographic;
6.2.5. post any Content that infringes the Intellectual Property rights of any third party;
6.2.6. use the Application for commercial application or gain; or
6.2.7. decompile, reverse engineer, modify or copy the Application or otherwise attempt to create derivative works from the Application or from any source code or object code comprised in the Application.
7. THE COMPANY’S RESPONSIBILITIES
7.1. The Company will use its best endeavours (at all reasonable times) to:
7.1.1. provide the Account Holder with access to the Website and the Application via a Supported Web Browser, but does not guarantee that such access will be constant, uninterrupted, that the Application will be bug or error free or that the Application will offer full Functionality at all times;
7.1.2. fix (or, at its discretion, provide a workaround solution to) any bug or errors of which it becomes aware within a reasonable period of time;
7.1.3. give reasonable notice (by way of posting a notice on the Website and http:helpmee.meesys.com) to alert the Account Holder of any planned downtime or known period of non-accessibility to the Website in advance;
7.1.5. (if applicable) respond to telephone or email Support in accordance with paragraph 4.3 above; and
7.1.6. make available Upgrades from time to time (at its discretion).
8. EXCLUSIONS AND LIMITATION OF LIABILITY
8.1. Whilst the Company will use its best endeavours to comply with its responsibilities contained in paragraph 7.1, the Account Holder acknowledges that the Application is delivered using SaaS. Accordingly, the Company accepts no responsibility or liability whatsoever (whether direct or indirect) for:
8.1.1. an Account Holder’s ability to access or connect to the internet or Supported Web Browser;
8.1.2. the interaction of the Application with any software or hardware used by the Account Holder;
8.1.3. any inability to connect to the Website other than via a Supported Web Browser;
8.1.4. the actions or omissions of any ISP or Hosting Provider;
8.1.5. the location(s) to which Content maybe processed or stored;
8.1.6. the laws which exist in any location(s) in which Content maybe processed or stored; or
8.1.7. any loss of misuse of Content by any ISP, Hosting Provider or other third party who may have access to, or responsibility for, any Content.
8.2. Further, the Company is not responsible or liable for:
8.2.1. any Content or other information posted by, belonging to otherwise in the possession or control of the Account Holder (including any Additional Account Members) or any third party;
8.2.2. any temporary or permanent access or Functionality disruptions, delays or imperfections;
8.2.3. any safety or security breaches (either by the Account Holder, Additional Account Members, the Company, an ISP, a Hosting Provider or otherwise by any other third party);
8.2.4. any loss of, or corruption to, Content or other information (for whatever reason) posted by the Account Holder;
8.2.5. any loss or damage arising out of any failure by the Account Holder to keep full and accurate copies of any Content posted;
8.2.6. any other actions or omissions of any ISP or Hosting Provider (or other third party which may provide internet access or process or store content or data on the Company’s behalf);
8.2.7. any failure or diminution in Functionality of the Application (which in the Company’s opinion) is the direct or indirect result of the operation of, or interaction with, any other software applications or hardware;
8.2.8. any actions or omissions of the Account Holder (including any Additional Account Members);
8.2.10. any unauthorised alterations or modifications to the Application made by the Account Holder, any Additional Account Members or by any other third party;
8.2.11. any unauthorised ongoing use of the Application following the termination or disabling of the Licence (for whatever reason);
8.2.12. any loss or damage to tangible or intangible property belonging to the Account Holder or any third party; or
8.2.13. any loss of profits, loss of contracts or business, loss of opportunity, loss of savings, damage to goodwill or reputation or for any indirect or consequential loss suffered or incurred by the Account Holder, any Additional Account Members as a direct or indirect result of the Account Holder’s possession or use of the Application or the Support.
8.4. If any condition or warranty is implied into these terms and conditions under the Competition and Consumer Act 2010 or any equivalent legislation in any other state, territory or country which cannot be excluded, the Company’s liability for breach of the condition or warranty will be limited (at the Company’s option):
8.4.1. in the case of goods, to:
188.8.131.52. replacement of the goods or supply of equivalent goods;
184.108.40.206. repair of the goods;
220.127.116.11. payment of the cost of replacing or supplying equivalent goods; or
18.104.22.168. the cost of having such goods repaired.
8.4.2. in the case of services, to:
22.214.171.124. re-supplying the services in question; or
126.96.36.199. payment of the cost of having such services re-supplied.
8.5. The Company’s liability will be reduced to the extent that the Account Holder’s actions or omissions contributed to the liability in question.
8.6. To the extent permitted by law, Meesys accepts no responsibility or liability whatsoever for your use of Signmee and/or for the content or accuracy of any of the forms comprising Signmee, including free and purchased System Templates and all other forms generated using the Signmee form builder and then distributed by you the Business to a contacts Personal Account for response and sign-off. In particular, Meesys hereby expressly excludes any responsibility or liability (whether in contract, tort or otherwise) for any data inaccuracies, alterations made by you, the accuracy of any content or date contained in the System Templates or for any loss of, or corruption to, any material or data that may be added and distributed by you, the client. In no circumstances will Meesys be liable or responsible for any consequential loss, special or indirect loss, loss of business, loss of clients or loss of profits. Meesys does not give any statutory or implied warranties in relation to the accuracy of the System Template forms or their fitness for any particular purpose, but Meesys will use reasonable endeavours to maintain the accuracy of the System Template forms and to keep them up to date, and may alter the forms at any time at its discretion and without notice. It is your responsibility to obtain advice (including legal advice, if you so choose) before you use the Signmee application and/or the System Templates. You hereby agree to indemnify Meesys for and against any claim by any third party relating to the accuracy of any content and data added by you.
9.1. The Company may (at its discretion) temporarily suspend or permanently disable an Account Holder’s Account if the Account Holder:
9.2. In the event that the Company terminates, disables or suspends the Licence for any reason, the Account Holder will be prohibited from setting up another Account unless (and until) it has the express, prior, written permission of the Company.
10.1. All Subscription Fees and other prices posted on the Website are exclusive of GST.
11.3. The Company does not waive a right, power or remedy if it fails or delays in exercising such right, power or remedy.
11.4. A term found to be illegal or unenforceable maybe severed from these terms and conditions and the remaining terms will continue in full force.
11.5. Nothing in these terms and conditions creates any partnership, agency, joint venture or employee/employer relationship between the parties.
11.6. These terms and conditions will be subject to the laws of Victoria, Australia.