Legal Terms of Service

This agreement relates to all versions of Gearbox Shared Services Pty Ltd’s (ABN 94 677 043 122) (Gearbox Shared Services) products known as “Gearbox” which may include software and related documentation and information as well as any upgrades, improvements or patches provided to you by Gearbox Shared Services in relation to the relevant product (Product).

Acknowledgement

By using the Product you agree to accept and abide by the terms and conditions set out in this agreement as well as any intellectual property laws that apply to the Product or its use by you. You further agree to take all necessary steps to ensure that the terms and conditions of this agreement are not breached by any of your employees, consultants, agents, officers or contractors who use or have access to the Product.

Grant of Licence

Gearbox Shared Services grants to you a personal, limited, non-exclusive, non-transferable, non-assignable licence to use the Product on the terms and conditions set out in this agreement (Licence). Each Licence will be granted to a single registered user and may only be used by that registered user at any given time. Registered users must:

  • ensure that a valid first name and last name is provided for registration of the user’s account; and
  • not share their security/log-in credentials for the Product with any other individual or entity.

Support

Gearbox Shared Services will provide registered users with account-specific support for the Product during normal business hours. Account-specific support will only be supplied:

  • if there are no outstanding amounts owing with respect to the Product;
  • to individuals who have been registered as a user of the Product; and
  • where the identity of the registered user can be verified.


Gearbox Shared Services reserves the right to withhold its support services to users:

  • that are not registered users; or
  • whose identity cannot be verified as a registered user, (Unregistered Users).


Gearbox Shared Services will only provide general and limited Product support to Unregistered Users in order to ensure that private information is not disclosed.

General Use

You must not modify, copy, distribute, adapt, transfer or sell the Product without the prior written approval of Gearbox Shared Services. You must not reverse engineer, rent, sub-licence, lease, loan, modify, decompile, disassemble, attempt to discover the source code of, or create derivative works based on, the Product, nor permit anyone else to do so.

Ownership of Product

Gearbox Shared Services owns all rights and protections (including any intellectual property rights) in the Product that may exist from time to time in Australia (or any other jurisdiction) under any applicable law regardless of whether or not such rights or protections are registered or perfected (Intellectual Property Rights). All Intellectual Property Rights in the Product as well as any improvements made to the Product or the Intellectual Property Rights remain vested in Gearbox Shared Services at all times (whether any improvements are made by you or otherwise) and you are not entitled to those rights at any time.

Indemnity

You agree to indemnify Gearbox Shared Services from and against:

  • any claims made with respect to the Product to the extent that any such claim or loss arise or is caused by your negligent act of omissions;
  • any costs or losses suffered by Gearbox Shared Services as a result of your failure to use the Product in accordance with the instructions and directions provided by Gearbox Shared Services from time to time; and/or
  • any costs or losses suffered by Gearbox Shared Services as a result of your breach of these terms and conditions.
Governing Law

This agreement is governed by the laws of New South Wales, Australia, and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of that jurisdiction.

No claim for suspended service

If Gearbox Shared Services suspends the use of the Product by you because you have not paid the fees you agreed to pay Gearbox Shared Services, or because you have breached any other term of this agreement, you cannot make any claim (of any nature whatsoever) against Gearbox Shared Services for any loss or damage you incur or suffer as a result of that suspension.

Warranties & Disclaimer

To the fullest extent permitted by law, the Product is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability or fitness for a particular purpose. Gearbox Shared Services does not warrant that the Product will be error-free, complete, correct or completely secure. By agreeing to the terms and conditions set out in this agreement you acknowledge that the performance of the Product relies upon the correct entry of data by you and Gearbox Shared Services is not liable to you for any loss or damage suffered by you as a result of the incorrect entry of, or the failure to enter any, data required to allow the Product to operate. Any samples or templates provided are intended as a guideline only. It is your responsibility to confirm and correct any content provided by Gearbox Shared Services.


Gearbox Shared Services will not be liable to you or any third party for any special, incidental, indirect or consequential damages of any kind, or for loss of use, data or profits or other categories of economic loss, whether or not Gearbox Shared Services had been advised of the possibility of such damages, and whether arising in contract, tort or otherwise, arising out of or in connection with the use of the Product. The liability of Gearbox Shared Services under this agreement or with respect to the Product, which cannot be lawfully excluded, is limited, at the option of Gearbox Shared Services, to the re-supply of the Product or the payment of the cost of having the Product re-supplied reduced to the extent that such liability is caused by your negligent acts and/or omissions and/or a breach by you of the terms of this agreement. Without limiting the above, the aggregate liability of Gearbox Shared Services for all claims arising out of, or otherwise in connection with, this agreement is limited to the Subscription Fees paid by you in the one (1) month preceding the relevant claim.

Term

The term of this agreement will commence on the date you accept these terms and conditions and end 1 month after that date (Initial Term). Unless you advise Gearbox Shared Services in writing at least 14 days before the end of the Initial Term that you do not want to continue to use the Product, the term of this agreement will continue to apply on a month to month basis until you advise Gearbox Shared Services in writing that you no longer wish to use the Product.

Fees and charges - Basis of fees

Before Gearbox Shared Services allowed you to use the Product, you acknowledge that Gearbox Shared Services provided you with details of the fees you need to pay to continue with that use and that those fees need to be paid by you in order to allow you to continue to use the Product. As at the date of this agreement, the monthly subscription fee for the use of the Product starts at $125.00 per month for the base system (exclusive of GST) (Subscription Fee) however this fee is subject to change as outlined below.

Payment options

Gearbox Shared Services prefers that the Subscription Fees and all other fees be paid by credit card or a debit card. It is your responsibility to ensure that there are current details for a valid, working credit card or debit card with sufficient funds to pay for all fees charged to that card. If the Subscription Fee is paid by credit card or debit card, then the Subscription Fee must be paid on the 15th day of each month in arrears and which will be adjusted on a pro-rata basis on the first and last month of the term of this agreement.
If you wish to pay the Subscription Fee by cash or any other means other than by way of credit card or debit card, then you will be required to pay the Subscription Fee annually in advance.

Commencement

An initial payment is required for the setup/other costs to commence your subscription. The first monthly payment will be debited in the month that the Product is available for your use.

Change in Subscription Fees

Unfortunately, it is necessary to review the Subscription Fees and to increase them from time to time (Typically CPI). If Gearbox Shared Services needs to increase their fees for any reason, Gearbox Shared Services will provide you with notice of the change in the Subscription Fees. Gearbox Shared Services understands that an increase in the Subscription Fees impacts on your operation and because of this it will not ask you to pay any increased amount until 14 days after Gearbox Shared Services advise you of the proposed increase. After that period the new fees will apply to your use of the Product.

Failure to pay

If you do not pay any fees Gearbox Shared Services asks you to pay to use the Product by the due date, Gearbox Shared Services may:

  • suspend your right to use the Product by switching the Product to read only mode; and/or
  • terminate this agreement.

If You do not pay any amount due under this agreement by the due date, then if demanded by Gearbox Shared Services, you must pay a late payment fee and any other any fees, costs, expenses or charges incurred by Gearbox Shared Services as a result of that non-payment (including legal costs).

Termination

Gearbox Shared Services can terminate this agreement immediately if you:

  • do not pay any money owed by the due date;
  • if you breach any other term of this agreement and do not remedy that breach to the satisfaction of Gearbox Shared Services within 7 days of being requested to do so; or
  • become subject to bankruptcy, administration, liquidation, receivership or any other form of insolvency event.

Upon the termination of this agreement, all amounts payable to Gearbox Shared Services for the remainder of the Initial Term (if applicable) and any other fees and charges payable to Gearbox Shared Services under this agreement will become immediately due and payable. Upon such termination, you will no longer be entitled to use the Product under any circumstances without the prior approval of Gearbox Shared Services.

Force Majeure

Gearbox Shared Services will not be liable for delays or any failure provide the Product or to perform the services under this agreement due to any circumstance beyond the control of Gearbox Shared Services, including acts of God, attacks by third parties, strikes, lockouts, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, electrical surge, issues arising due to malicious code or failure from internet service providers or third party providers.

Miscellaneous

Gearbox Shared Services may assign, sub-contract, transfer or otherwise dispose its rights and obligations under this agreement by notice in writing to you. You must not assign or transfer any of your rights and/or obligations under this agreement without the prior written approval of Gearbox Shared Services. Any notices under these terms and conditions may be served on you via email, fax or post. If any term of this agreement is illegal or otherwise unenforceable, it will be deemed to be severed from this agreement, and all other terms of this agreement will remain in full force and effect.

Privacy

Gearbox Shared Services, at all times, will respect your privacy with respect your use of the Product. However, you agree that Gearbox Shared Services can do the following things in relation to your use of Gearbox without informing you that it is doing so on each occasion:

  • Store your contact information with the records of Gearbox Shared Services.
  • Access the data you enter into the Product for the purpose of maintaining, improving or providing assistance with the Product.
  • Publish publicly available summary information which does not identify you or the data you have submitted into the Product.

If Gearbox Shared Services receives any form of order from any governmental or regulatory authority or Court to provide the information you have stored on the Product, then it will do so at your cost. You agree to pay Gearbox Shared Services for all fees and charges in connection with providing that information to the relevant authority or Court. Otherwise, Gearbox Shared Services will only release the data you have submitted into the Product with your written authority.