Terms of Service

Terms of Service

The BookPals Pty Ltd Terms of Service are intended to explain our obligations as a service provider and Your obligations as a customer.

Please read these Terms of Service carefully and if there is any aspect of these Terms of Service that you need clarified please contact us via our How Can We Help? page.

These Terms of Service are binding on any use of our services and apply to You from the time that BookPals provides You with access to our services.

These Terms of Service will be updated over time based on user feedback and statutory requirements.

These Terms of Service are not intended to answer every question or address every issue raised on the use of BookPals.

BookPals Pty Ltd reserves the right to change these Terms of Service at any time and BookPals Pty Ltd will make every effort to communicate these changes to You, usually via email or notification via our Website.

It is likely that these Terms of Service will change over time.

It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on our Website.

By registering to use BookPals you acknowledge that You have read and understood these Terms of Service and have the authority to act on behalf of any person for whom You are using BookPals.

You are deemed to have agreed to these Terms of Service on behalf of any entity for whom you use BookPals.

DEFINITIONS

“Membership Fee”

means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which BookPals Pty Ltd may change from time to time on notice to You).

“Confidential Information”

includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the use of BookPals, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

“Data”

means any data inputted by You or with Your authority into BookPals.

“Intellectual Property Right”

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“BookPals”

means the online document storage and business reporting services made available (which may be changed or updated from time to time by BookPals Pty Ltd) via the Website.

“Website”

means the Internet site at the domain www.bookpals.biz or any other site operated by BookPals Pty Ltd.

“BookPals Pty Ltd”

means the private company BookPals Pty Ltd registered in Australia under Australian Business Number 27 157 863 244 and all current and future subsidiaries of BookPals Pty Ltd.

“BookPals User”

means any person or entity that uses the BookPals with the authorisation of the Owner from time to time.

“Owner”

means the person who registers to use BookPals and is responsible for the Membership Fee and – where the context permits – includes any entity on whose behalf that person registers to use BookPals.

“You”

means the Owner, and where the context permits, a BookPals User. “Your” has a corresponding meaning.

USE OF SOFTWARE

BookPals Pty Ltd grants You the right to access and use BookPals via the Website with each particular BookPals User role available to You according to Your Membership type. This right is non-exclusive, non-transferable and limited by and subject to these terms of Service. You acknowledge and agree that, subject to any applicable written agreement between the owner and the BookPals Users, or any other applicable laws:

  1. the Owner determines who is a BookPals User and what level of user role access to the relevant business and BookPals that BookPals User has;
  2. the Owner is responsible for all BookPals Users’ use of BookPals;
  3. the Owner controls each BookPals User’s level of access to the relevant business and BookPals at all times and can revoke or change a BookPals User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a BookPals User or shall have that different level of access, as the case may be;
  4. if there is any dispute between an Owner and a BookPals User regarding access to BookPals, the Owner shall decide what access or level of access that BookPals User shall have, if any.

YOUR OBLIGATIONS:

Payment obligations:

The Owner will provide a fully completed and approved credit card authority to BookPals Pty Ltd at time of BookPals registration. An invoice for the Membership Fee will be issued each month starting one month from the date you registered your BookPals account. All invoices will include the Membership Fee for one month’s use in advance.

BookPals Pty Ltd will continue invoicing You monthly until you cancel your Membership Fee.

All BookPals Pty Ltd invoices will be sent to the email address You provide. You must pay all amounts specified in any invoice by the due date. You are responsible for payment of all taxes and duties in addition to the Membership Fee.

General obligations:

You must only use BookPals and the Website for Your own lawful internal business purposes, in accordance with these Terms of Service and any notice sent by BookPals Pty Ltd or condition posted on the Website. You may use BookPals and the Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom – or to whom – services are provided comply with and accept all terms of these terms of Service that apply to You.

Access conditions:

  1. You must ensure that all usernames and passwords required to access BookPals are kept secure and confidential. You must immediately notify BookPals Pty Ltd of any unauthorised use of Your passwords or any other breach of security and BookPals Pty Ltd will reset Your password and You must take all other actions that BookPals Pty Ltd reasonably deems necessary to maintain or enhance the security of BookPals Pty Ltd’s computing systems and networks and Your access to BookPals.
  2. As a condition of these Terms of Service, when accessing and using BookPals, You must:
    1. not attempt to undermine the security or integrity of BookPals Pty Ltd’s computing systems or networks or, where BookPals is hosted by a third party, that third party’s computing systems and networks;
    2. not use – or misuse – BookPals in any way which may impair the functionality of BookPals or the Website, or other systems used to deliver BookPals or impair the ability of any other user to use BookPals or the Website;
    3. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which BookPals is hosted;
    4. not transmit, or input into the Website, 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
    5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver BookPals or to operate the Website except as is strictly necessary to use either of them for normal operation.

Usage Limitations:

Use of BookPals may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against BookPals Pty Ltd’s application programming interface. Any such limitations will be advised.

  1. Communication Conditions:

As a condition of these Terms of Service, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other members of BookPals or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication on the Website, You represent that You are permitted to make such communication. BookPals Pty Ltd is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of BookPals. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website, however, BookPals Pty Ltd does reserve the right to remove any communication at any time in its sole discretion.

Indemnity:

You indemnify BookPals Pty Ltd against: all claims, costs, damage and loss arising from Your breach of any of these Terms of Service or any obligation You may have to BookPals Pty Ltd, including (but not limited to) any costs relating to the recovery of any Membership Fees that are due but have not been paid by You

CONFIDENTIALITY AND PRIVACY

Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

  1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms of Service. 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 of Service.
  2. Each party’s obligations under this clause will survive termination of these Terms of Service.
  3. The provisions of clauses 4.1.a and 4.1.b shall not apply to any information which:
    1. is or becomes public knowledge other than by a breach of this clause;
    2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
    3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
    4. is independently developed without access to the Confidential Information.

Privacy:

BookPals Pty Ltd maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.bookpals.biz/privacy and You will be taken to have accepted that policy when You accept these Terms of Service.

INTELLECTUAL PROPERTY:

General:

Title to, and all Intellectual Property Rights in BookPals, the Website and any documentation relating to BookPals remain the property of BookPals Pty Ltd.

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 BookPals Membership Fee when due. You grant BookPals Pty Ltd a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use BookPals and for any other purpose related to provision of services to You.

Backup of Data:

You must maintain copies of all Data inputted into BookPals. BookPals Pty Ltd adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. BookPals Pty Ltd expressly excludes liability for any loss of Data no matter how caused.

Third-party applications and your Data.

If You enable third-party applications for use in conjunction with BookPals, You acknowledge that BookPals Pty Ltd may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with BookPals. BookPals Pty Ltd shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

WARRANTIES & ACKNOWLEGEMENTS:

Authority:

You warrant that where You have registered to use BookPals on behalf of another person, You have the authority to agree to these Terms of Service on behalf of that person and agree that by registering to use BookPals 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 of Service, without limiting Your own personal obligations under these Terms of Service.

Acknowledgement:

You acknowledge that:

  1. You are authorised to use BookPals and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use BookPals. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and BookPals (whether that information and Data is Your own or that of anyone else).
  2. BookPals Pty Ltd has no responsibility to any person other than You and nothing in these Terms of Service confers, or purports to confer, a benefit on any person other than You. If You use BookPals or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
    1. You are responsible for ensuring that You have the right to do so;
    2. You are responsible for authorising any person who is given access to information or Data, and you agree that BookPals Pty Ltd has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
    3. You will indemnify BookPals Pty Ltd against any claims or loss relating to:
      1. BookPals Pty Ltd’s refusal to provide any person access to Your information or Data in accordance with these Terms,
      2. BookPals Pty Ltd’s making available information or Data to any person with Your authorisation.
  3. The provision of, access to and use of BookPals is on an “as is ” basis and at Your own risk.
  4. BookPals Pty Ltd does not warrant that the use of BookPals will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing BookPals, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to BookPals. BookPals Pty Ltd is not in any way responsible for any such interference or prevention of Your access or use of BookPals.
  5. BookPals Pty Ltd is not Your accountant and use BookPals does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
  6. It is Your sole responsibility to determine that BookPals meet the needs of Your business and are suitable for the purposes for which they are used.
  7. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via BookPals and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

No warranties:

BookPals Pty Ltd gives no warranty about BookPals. Without limiting the foregoing, BookPals Pty Ltd does not warrant that BookPals 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.

Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use BookPals for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of BookPals, the Website or these Terms of Service.

LIMITATION OF LIABILITY:

  1. To the maximum extent permitted by law, BookPals Pty Ltd 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, BookPals or the Website.
  2. If You suffer loss or damage as a result of BookPals Pty Ltd’s negligence or failure to comply with these Terms of Service, any claim by You against BookPals Pty Ltd arising from BookPals Pty Ltd’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Membership Fees paid by You in the previous 12 months.

If You are not satisfied with BookPals, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

TERMINATION:

Trial policy:

When You first sign up for access to BookPals You can evaluate the Services under the defined trial usage period conditions, with no obligation to continue to use BookPals. If You choose to continue using BookPals thereafter, You will be billed on the first business day after the defined trial usage period. If You choose not to continue using BookPals, You will notify BookPals Pty Ltd of your intention to cease using BookPals.

No-fault termination:

These Terms will continue for the period covered by the Membership Fee paid or payable under clause 3.1. At the end of each billing period these Terms of Service will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Membership Fee when due, unless either party terminates these Terms of Service by giving notice to the other party at least 14 days before the end of the relevant payment period.

BREACH:

If You:

  1. breach any of these Terms of Service (including, without limitation, by non-payment of any Membership Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
  2. breach any of these Terms of Service and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
  3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

BookPals Pty Ltd may take any or all of the following actions, at its sole discretion:

  1. Terminate your Membership and Your use of BookPals and the Website;
  2. Suspend for any definite or indefinite period of time, Your use of BookPals and the Website;
  3. Suspend or terminate access to all or any Data.
  4. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Membership Fees due is not made in full by the relevant due date, BookPals Pty Ltd may: suspend or terminate Your use of BookPals, the authority for all or any of Your Members to use BookPals, or Your rights of access to all or any Data.

ACCRUED RIGHTS:

Termination of these Terms of Service is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Membership You will:

  1. Remain liable for any accrued charges and amounts which become due for payment before or after termination; and
  2. Immediately cease to use BookPals and the Website.

EXPIRY OR TERMINATION:

Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

HELP DESK:

  1. Technical Problems:

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting BookPals Pty Ltd. If You still need technical help, please check the support provided online by BookPals Pty Ltd on the Website or failing that email us at support@bookpals.biz.

SERVICE AVAILABLITY:

Whilst BookPals Pty Ltd intends that BookPals should be available 24 hours a day, seven days a week, it is possible that on occasions BookPals or the Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason BookPals Pty Ltd has to interrupt BookPals for longer periods than BookPals Pty Ltd would normally expect, BookPals Pty Ltd will use reasonable endeavours to publish in advance details of such activity on the Website.

GENERAL:

  1. Entire agreement:

These Terms of Service, together with the BookPals Pty Ltd Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Service, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and BookPals Pty Ltd relating to BookPals and the other matters dealt with in these Terms of Service.

WAIVER:

If either party waives any breach of these Terms of Service, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms of Service 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.

No Assignment:

You may not assign or transfer any rights to any other person without BookPals Pty Ltd’s prior written consent.

Governing law and jurisdiction:

If the information or Data You are accessing using BookPals and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these Terms of Service then the State of California law govern this Membership and You submit to the exclusive jurisdiction of the state courts of San Francisco County, California or federal court for the Northern District of California for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using BookPals and the Website is solely that of a person who is a tax resident in New Zealand at the time that You accept these Terms of Service then New Zealand law governs this Membership and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Membership. If the information or Data You are accessing using BookPals and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these Terms of Service then Australian law governs this Membership and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Membership. In all other situations, this Membership is governed by the laws of Canada, England and Wales and You hereby submit to the exclusive jurisdiction of the courts of Canada, England and Wales for all disputes arising out of or in connection with this Membership.

Severability:

If any part or provision of these Terms of Service is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Membership will be binding on the parties.

NOTICES:

Any notice given under these Terms of Service by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to BookPals Pty Ltd must be sent to admin@bookpals.biz or to any other email address notified by email to You by BookPals Pty Ltd. Notices to You will be sent to the email address that You provided when setting up Your access to BookPals.

Rights of Third Parties:

A person who is not a party to these Terms of Service has no right to benefit under or to enforce any term of these Terms of Service.