Services Agreement
This agreement outlines licensed access to our software.
Please read it carefully as it explains mutual responsibilities and provides protection for both parties.
You agree to be bound by this agreement either by signing it or by paying the license fees after receiving a copy.
All references to Schedule 1 in this agreement refers to Schedule 1 in your STACHS Customer Services Agreement
This agreement includes Schedule 1, the EULA in Annexure A and all following terms:
1. Introduction
1.1 We own or have rights to the intellectual property in the software and documentation and guarantee that your use will not infringe third-party rights.
1.2 You have agreed to pay licence fees for authorised users to access the software and documentation through our website.
2. Parties to This Agreement
2.1 The terms "us," "our," or "we" refer to STACHS Pty Ltd ABN 31 610 616 790, including its directors, employees, agents, successors, and legal assigns.
2.2 The terms "you," "user," or "your" refer to the client user of our software identified in Schedule 1 of your STACHS Customer Services Agreement, including their employees, agents, successors, and legal assigns (as applicable).
2.3 For notice purposes, contact details are provided in Schedule 1 of your STACHS Customer Services Agreement.
3. Interpretation
3.1 Definitions
In this agreement unless expressed to the contrary:
(a) Customisation refers to altering existing software or creating new software to fulfill specific requirements.
(b) Documentation encompasses the associated help files, sales presentations, marketing materials, and user guides for the software.
(c) Fees are the license fees outlined in Schedule 1.
(d) GST is defined in A New Tax System (Goods and Services Tax) Act 1999 (CTH) or any other similar tax.
(e) Intellectual Property includes all our intellectual property rights, whether existing now or created after the Effective Date. This covers copyrights, trademarks, patents, designs, confidential information, trade secrets, know-how, research data, recipes, formulae, discoveries, and any other proprietary rights related to the software, products, services, or website.
(f) Platform refers to our website, server, or any place where the software can be accessed, including future websites, platforms, or apps associated with the software.
(g) Software means the ‘STACHS Catering Management System’ database software available from our platform.
4. Duration of This Agreement
4.1. This agreement commences on the start date and continues for the license period unless terminated earlier in accordance with clause 13.
5. Intellectual Property
5.1 All intellectual property related to the software, documentation, and platform belongs to us. You do not have ownership rights to our software, documentation, platform, or your dashboard.
5.2 You must not use, communicate, copy, display, distribute, modify, translate, reformat, incorporate into other works, promote, create derivative works, or in any way exploit or allow others to exploit our intellectual property, in whole or in part, except as expressly authorized by us.
6. License
In accordance with the terms of this agreement, we grant to you:
6.1 A non-exclusive, non-transferable license allows your organization to use the software, documentation, and platform for the number of users specified in Schedule 1, in exchange for the License fee stated therein. It includes:
(a) Web-based access to the software.
(b) Agreed technical support and maintenance.
6.2 The license:
(a) Applies to the Services listed in Schedule 1 (adjustable by written notice).
(b) Is limited to internal business use and cannot be shared with third parties.
6.3 This agreement does not grant you any rights or ownership to the software, documentation, or platform unless explicitly stated.
6.4 No other rights or licenses to our intellectual property are provided.
7. Your Data
7.1 Title to and proprietary rights in your data remain your property.
7.2 You grant us a license to use, copy, transmit and store your information and data for the purposes of enabling your access to and use of the software.
7.3 While all care is taken to store your data, the software is not designed as a backup system and should not be relied on as such. We will not be responsible or liable for the theft, deletion, correction, destruction, damage, loss, or failure of any stored data.
7.4 All information or data uploaded is the sole responsibility of you or the person providing the data. We are not responsible for this content and will have no liability in respect of the quality of the data, or any third-party rights in respect of that data.
7.5 If this agreement is terminated, we will hold your data for a maximum period of ninety (90) days from the date of termination. At your request, your data will be accessible by you during this period. Fees may apply for provision of data by request. At the end of the ninety (90) day period, your stored data will be permanently deleted from our platform.
8. Client Responsibilities
You warrant that you have the right or license to use all data uploaded using the software. You agree to indemnify us against any loss or damage (including consequential loss) resulting from any information uploaded to the platform, including but not limited to privacy breaches, copyright infringements, or other intellectual property violations.
You agree:
8.1 To be bound by and comply with, and ensure that users under your control comply with, the EULA (including updates) associated with the software and the terms and conditions of the platform for web-based access (including updates). A copy of the EULA is attached to this agreement at Annexure A.
8.2 To pay subscriptions, invoices, and fees owing to us in full and on time.
8.3 To complete, at your cost, reasonable training in the use of the software and platform, as required.
8.4 To provide true and correct details when setting up each user account.
8.5 To accurately maintain the number of users who had username/password access to use the software.
8.6 To keep all usernames and strong passwords secure, updated, and confidential, and not to share access details with anyone other than the authorized user.
8.7 To educate employees on the correct use of the software and monitor appropriate usage.
8.8 To ensure that a user’s username and password are deactivated within 7 days of their employment/engagement being terminated by you.
8.9 To immediately notify us of any unauthorized use of passwords or other security breaches.
8.10 To install updates of the software if provided (although we are not obliged to do so).
8.11 Not to rent, lease, sell, transfer, redistribute, make available, or sublicense your access to the software to any third party.
8.12 To only use the software for lawful purposes, in accordance with this agreement and any directions given by us from time to time.
8.13 Not to use the platform or software to send spam or other unsolicited messages.
8.14 Not to access or attempt to access the administrative interface of the software by any means other than the provided interface unless we have entered into a separate agreement with you.
8.15 Not to use our software or website in a manner that could bring disrepute to our business or for which it is not intended.
8.16 Not to introduce viruses, malware, or other harmful code into the software.
8.17 Not to use our software in a manner that could damage, disable, overburden, or impair our software or interfere with any party’s use and enjoyment thereof.
8.18 Not to copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of our software or documentation, including any updates, servers, or networks connected to the platform. Any attempt to do so is a violation of our rights.
If you breach your responsibilities or other parts of this agreement, we may terminate your access and you may be subject to prosecution and damages.
9. Security, Accessibility and Integrations
9.1 Data stored or processed through the platform is primarily located in Australia where feasible.
9.2 Access to the platform relies on third-party services, which may occasionally result in temporary inaccessibility
9.3 The platform or software may contain errors, and we are not liable for any periods during which the platform is non-functional or malfunctioning.
9.4 Security measures are maintained for the platform; however, absolute security cannot be guaranteed, and no guarantees are provided regarding the security of the platform or user data.
9.5 In cases where our software or platform integrates with a user's operating system or website, we accept no liability for the integration process, information transfer issues (such as continual attempts to push information if the recipient system malfunctions), or loss of information due to unsuccessful integration. Application program interfaces (APIs) provided are accepted 'as is' without any warranty. Users accept all liability for their use.
9.6 We disclaim liability for any computer viruses or technological problems not intentionally caused by us or beyond our control. Users are advised to install and maintain up-to-date security software on their systems. We do not guarantee that our software or platform is free from viruses, malware, or similar harmful code.
10. Fees and Payment
10.1 Unless otherwise indicated, all fees quoted are expressed in Australian dollars (AUD), exclusive of GST. The payer agrees to remit an amount attributable to GST in addition to any amount payable.
10.2 Special Condition. The payer is required to cover any transfer fees associated with any overseas bank account payments at the current AUD exchange rate, including foreign exchange transaction charges.
10.3 Licence fees are payable in advance at the frequency shown in Schedule 1. Payment terms are also outlined in the Schedule 1.
10.4 Licence fees are based on the Subscription Rate stated in Schedule 1. If the rate changes by mutual written agreement, the next invoice will be adjusted accordingly.
10.5 Access to the software may be suspended if agreed or invoiced payments are not made when due. No liability will be accepted for any loss suffered due to suspension action taken.
10.6 Any applicable surcharge on payments made by credit card must be paid.
10.7. Interest will be charged on any overdue payment, accruing daily from the date when payment becomes due until the date of payment, at a rate of 8% per annum (compounding monthly).
10.8 If any payment is dishonoured for any reason, any dishonour fees incurred must be paid.
10.9 If debt recovery actions are required, costs and disbursements incurred in pursuing the debt (including legal costs on a solicitor and own client basis and collection agency costs) must be paid.
11. Termination
11.1 Your license is a ‘no lock-in’ contract, allowing you to terminate this agreement at any time with written notice via email, which we will confirm in writing.
11.2 The termination notice will become effective thirty (30) days following the conclusion of your current billing period. You are responsible for payment for software access up to the termination date and will retain access until that date.
11.3 We reserve the right to terminate this agreement immediately and without notice under the following conditions:
(a) Sale of your business or assignment of interest in this agreement without our consent.
(b) Serious breach of this agreement.
(c) Engagement in conduct that may harm or be perceived as harmful to our reputation.
(d) Failure to pay a valid invoice issued by us within 45 days of its due date.
12. Consequences of Termination
12.1 Upon termination:
(a) All outstanding license fees are due immediately.
(b) You will lose access to the software.
(c) We will hold your data for up to 90 days from the termination date. It will be accessible by request, with possible fees.
12.2 Termination does not affect any accrued rights or remedies and does not release liability for any breaches or non-performance.
13. Confidentiality
13.1 All confidential information must be kept confidential and used only for its intended purposes. Information can be disclosed if it enters the public domain without fault, if written permission is given, or if required by legal process with notice provided.
13.2 Despite any agreements, each party may:
(a) Share relevant confidential information with entities, staff, contractors, and third parties as needed to provide services.
(b) Disclose information related to taxation and research incentives to authorities.
(c) Provide information required by law.
13.3 Upon termination, either party can request the return or destruction of all confidential information held by the other party. Confidentiality obligations continue after termination.
14. Privacy
14.1 Each party agrees to safeguard any personal information obtained through this agreement and promptly inform the other party if a breach occurs.
14.2 Regarding your data, we act as the data processor of the information, while you are the data controller.
15. Indemnity
15.1 You agree to indemnify and defend us from any claims, damages, liabilities, costs, or expenses (including, but not limited to, court costs, collection costs, and reasonable legal fees) to the extent that such loss is caused by factors other than our negligent act or omission. This indemnification applies specifically to:
(a) Any privacy breach, copyright infringement, or intellectual property violation claims by third parties related to your data.
(b) Your use of our software.
(c) Your breach of this agreement.
16. Limitation of Liability
16.1 Party’s liability for any claim related to this agreement will be reduced by the other party’s negligence contributing to the damage.
16.2 We make no warranties about the suitability, reliability, availability, timeliness, or accuracy of our website or software content. Everything is provided "as is" without warranty, as permitted by law.
16.3 To the fullest extent permitted by law, we:
(a) Exclude all liability for damage or loss due to data loss or theft, security breaches, lost profits, revenue, opportunities, software integration, API use, business downtime, or non-compliance with any Act. We also exclude incidental damages from claims based on breach of warranty, contract, negligence, or other laws, even if we should have known about the potential damage or loss.
(b) Exclude all representations, warranties, or terms not expressly stated in this agreement.
16.4 If warranties are implied by law, our liability is limited to re-supplying services or fixing faults in the software, at our option.
16.5 Our total aggregate liability for all claims related to this agreement is limited to the fees received from you in the six months before the claim date.
16.6 These limitations survive any termination or expiration of this agreement or your use of our software
17. Force Majeure
17.1 Except for payments due, neither party is liable for delays or failures in fulfilling obligations if caused by a Force Majeure Event. Obligations are suspended during such events. If the delay exceeds 60 days, either party may terminate the agreement with written notice. Payments for services completed up to suspension or termination remain payable.
17.2 A ‘Force Majeure Event’ includes uncontrollable incidents such as war, pandemic, fire, earthquake, labour dispute, act of God, significant changes in third-party technologies or laws that affect a party's ability to perform under this agreement.
18. Notices
18.1 Communications required by this agreement must be in writing.
18.2 They can be delivered personally, posted by express mail to the specified address, or sent by email or other electronic means to a notified address.
18.3 Mail is considered received three business days after posting.
18.4 Electronic communications are considered received the same day if sent before 4:00pm Queensland time, or the next business day otherwise.
19. Promotion
19.1 By providing a testimonial, you allow us to use your name, business name, logo, and testimonial for promoting or managing our business.
20. General Provisions
20.1 Relationship - The relationship between the parties is that of independent contractors. This agreement does not establish any legal relationship other than the contractual relationship defined herein.
20.2 Costs - Each party shall bear its own costs associated with the negotiation, preparation, execution, and fulfillment of its obligations under this agreement.
20.3 No Waiver - Any extension of time or other indulgence granted by either party shall not constitute a waiver of any rights or remedies available to that party under this agreement.
20.4 Governing Law - This agreement shall be governed by the laws of Queensland, and each party agrees to submit to the jurisdiction of the courts of Queensland in the event of a serious dispute.
20.5 Severability - Should any provision of this agreement be determined to be invalid or unenforceable, it shall be replaced by a valid, enforceable provision that closely aligns with the original intent, and the remaining terms and conditions shall remain in effect.
20.6 Entire Agreement - This agreement constitutes the entire understanding between the parties regarding the assignment of Intellectual Property and supersedes all prior agreements, negotiations, communications, whether written or oral, express or implied.
Annexure A – End User Licence Agreement
1. Parties to This Agreement
1.1 The terms "us," "our," or "we" refer to STACHS Pty Ltd ABN 31 610 616 790, including its directors, employees, agents, successors, and legal assigns.
1.2 The terms "you," "user," or "your" refer to the client user of our software identified in Schedule 1 of your STACHS Customer Services Agreement, including their employees, agents, successors, and legal assigns (as applicable).
1.3 For notice purposes, contact details are provided in Schedule 1 of your STACHS Customer Services Agreement.
2. What We Do
2.1 STACHS is responsible for developing and providing web-based and desktop database business solutions. STACHS may amend the software or provide updates at any time but is not obligated to do so.
3. License to Use STACHS
3.1 After registering and paying the fees, you can use the software for your business during your subscription period.
3.2 You do not own the STACHS software or platform.
3.3 Your usage rights are non-exclusive, and we can license others.
3.3 Your usage rights are non-exclusive, and we can license others.
4. Your Responsibilities
4.1 When utilizing our software, you hereby agree:
(a) To provide accurate and truthful information when establishing your account.
(b) To disclose the precise number of Users who will be using the software.
(c) To maintain current and accurate contact details.
(d) To pay all subscriptions, invoices, and fees owed to us in full and in a timely manner.
(e) To ensure all usernames and passwords are secure, robust, and confidential, and not to share access details with anyone other than the person authorized to use them.
(f) To deactivate a user's username and password within seven days following their termination and email customer support to update subscription details if necessary.
(g) To immediately notify us of any unauthorized use of passwords or any other security breaches.
(h) To install software updates if provided by us (although we are under no obligation to do so).
(i) Not to rent, lease, sell, transfer, redistribute, make available, or sublicense access to the STACHS platform or software to any third party.
(j) To use STACHS software solely for lawful purposes, in accordance with this agreement and any directives issued by STACHS periodically.
(k) Not to use the STACHS platform to send spam or unsolicited messages.
(l) Not to access or attempt to access the administrative interface of STACHS by any means other than the provided interface, unless a separate agreement has been established with you.
(m) Not to use our software, website, or the STACHS platform in any manner that could damage the reputation of STACHS or its brand, or in a manner for which it is not intended.
(n) Not to introduce viruses, malware, or other harmful code into the software.
(o) Not to use our software in a manner that could damage, disable, overburden, or impair our software, or interfere with any party’s use and enjoyment of our software.
(p) Not to copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code, modify, or create derivative works of STACHS materials, any updates, or any parts of the software, or the servers or networks connected to STACHS. Any attempt to do so constitutes a violation of STACHS' rights.
If you breach your responsibilities or other parts of this agreement, we may terminate your access, and you may be subject to prosecution and damages.
5. Termination
5.1 This license remains effective until you or STACHS cancel it, after which the rights granted will end automatically. It also ends if a services agreement for the software is terminated.
5.2 We may cancel, suspend, remove, or disable your access to the software or terminate this license:
(a) By giving 14 days' notice if payments or subscriptions are overdue.
(b) Immediately without notice if you breach this agreement.
6. Copyright
6.1 Title to and all intellectual property rights in our software, website, and any related documentation remain the exclusive property of STACHS.
6.2 You are prohibited from using, communicating, copying, displaying, distributing, modifying, translating, reformatting, incorporating into advertisements or other works, promoting, creating derivative works, or in any way exploiting or allowing others to exploit any portion of our software's content unless explicitly authorized by us.
6.3 No additional rights or licenses to use our intellectual property are granted to you.
7. Third Party Intellectual Property
7.1 You represent that you have the authority or license to utilize all information, including customer personal information, uploaded to the software. You agree to indemnify us against any loss or damage (including consequential loss) that may arise from any information uploaded to the software, including, but not limited to, privacy breaches under Australian or international privacy laws, copyright violations, or other intellectual property infringements.
8. Your Data
8.1 Title to and proprietary rights in your data remain your property.
8.2 You grant us a license to use, copy, transmit and store your information and data for the purposes of enabling your access to and use of the software.
8.3 While all care is taken to store your data, the software is not designed as a backup system and should not be relied on as such. We will not be responsible or liable for the theft, deletion, correction, destruction, damage, loss, or failure of any stored data.
8.4 All information or data uploaded is the sole responsibility of you or the person providing the data. We are not responsible for this content and will have no liability in respect of the quality of the data, or any third-party rights in respect of that data.
8.5 If this agreement is terminated, we will hold your data for a maximum period of ninety (90) days from the date of termination. At your request, your data will be accessible by you during this period. Fees may apply for provision of data by request. At the end of the ninety (90) day period, your stored data will be permanently deleted from our platform.
9. Security, Accessibility and Integrations
9.1 Data stored or processed through the platform is primarily located in Australia where feasible.
9.2 Access to the platform relies on third-party services, which may occasionally result in temporary inaccessibility
9.3 The platform or software may contain errors, and we are not liable for any periods during which the platform is non-functional or malfunctioning.
9.4 Security measures are maintained for the platform; however, absolute security cannot be guaranteed, and no guarantees are provided regarding the security of the platform or user data.
9.5 In cases where our software or platform integrates with a user's operating system or website, we accept no liability for the integration process, information transfer issues (such as continual attempts to push information if the recipient system malfunctions), or loss of information due to unsuccessful integration. Application program interfaces (APIs) provided are accepted 'as is' without any warranty. Users accept all liability for their use.
9.6 We disclaim liability for any computer viruses or technological problems not intentionally caused by us or beyond our control. Users are advised to install and maintain up-to-date security software on their systems. We do not guarantee that our software or platform is free from viruses, malware, or similar harmful code.
10. Disclaimer
10.1 We do not guarantee the suitability, reliability, availability, timeliness, or accuracy of our software for any purpose.
10.2 The software is provided "as is" without any warranty.
10.3 This disclaimer remains effective even after termination or expiration of your agreement or use of our software.
11. Limitation of Liability
11.1 We are not responsible for any damages arising from your use of the software, our website, or the STACHS platform, as subject to Australian Consumer Law.
11.2 Where warranties are implied by law, our total aggregate liability is limited to either providing those services again or issuing a refund equal to the amount paid by you for six months access to the services in question, even if those services were provided at no cost.
11.3 This limitation of liability applies fully as permitted by law and remains effective despite any termination or expiration of this agreement or your use of our software.
12. Indemnity
12.1 To the extent our negligence has not contributed to the loss, you agree to indemnify and defend STACHS against any claims, damages, liabilities, costs, or expenses (including, but not limited to, court costs, collection costs, and reasonable legal fees) arising from:
(a) Any privacy breach, copyright infringement, or intellectual property violation claims by third parties.
(b) Your use of our software;
(c) Your breach of this agreement.
13. Relationship
13.1 This agreement and the use of our software do not establish a joint venture, partnership, employment, or agency relationship between you and STACHS.
14. Applicable Law
14.1 Queensland and Australian laws govern this agreement. You agree to the jurisdiction of Queensland courts for any serious dispute with us.
14.2. Our software is unauthorized in jurisdictions that do not adhere to all these terms. If you reside where our software is unauthorized, you must stop using it.
15. General
15.1 Notify us via email at stachsbusinesssolutions@outlook.com. We may notify you via email, software notification, or other electronic means.
15.2 If any agreement provisions are invalid or unenforceable, they will be replaced by valid ones that match the original intent. The remaining terms will stay in effect.
15.3 Waiver - Any indulgence granted does not waive any rights or remedies under this agreement
End.