AAKONSULT PTY LTD
ONLINE AGREEMENT
By clicking the "I Have Read and Agree to the Terms & Conditions" button and the "Install" button displayed as part of the registration process, or by signing a hard copy of these terms, the entity named as the customer during registration or signing the hard copy of these terms, including its successors, affiliates, and assigns (hereinafter referred to as "You"), agrees to the following terms under which AAkonsult Pty Ltd (hereinafter referred to as "AAkonsult") permits You to download and use the Payments2Us app (formerly known as AAkonsult Payments). If You are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these terms, in which case the terms "You" and "Your" refer to such entity. If You do not have that authority, or if You do not agree with these terms and conditions, You must select the "Cancel" button. Please note that these terms and conditions may be amended periodically in accordance with our policies. You will be bound by any such amendments, provided that written notification of the changes is sent to You.
1. CONDITIONS FOR BECOMING AN AAKONSULT CUSTOMER
You warrant that:
(a) You are:
(i) a corporation or other legal entity or, if You are an individual that You are over 18 years of age;
(ii) a licensee of Salesforce.com; and
(b) in using the Software, You will comply with the terms of this agreement and with all applicable laws.
2. LICENCE AND INTELLECTUAL PROPERTY RIGHTS
(a) AAkonsult grants You a personal, non-transferable, non-exclusive licence to download and use the Software subject to the terms of this agreement.
(b) You may use the Software to process transactions on behalf of Your business only.
(c) You may not:
(i) grant sub-licences in respect of the licence granted to You in clause 2(a);
(ii) use the Software to process transactions on behalf of any other person;
(iii) make copies of the Software except as reasonably required for operational use, backup and security purposes; or
(iv) reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Software.
(d) You must only use the Software with the payment gateway supplied by AAkonsult.
(e) You acknowledge and agree that nothing in this agreement transfers to You any right, title or interest in or to any Intellectual Property Rights in the Software other than Your rights under the licence in clause 2(a).
(f) AAkonsult warrants that it is entitled to grant the licence in clause 2(a)
3. FEES, INVOICING WITH PAYMENT AND SUPPORT
(a)You will provide AAkonsult with valid and updated payment information. At present, the only payment methods available are Credit Card and Automatic Direct Debit. If you choose to pay by Credit Card, you authorize AAkonsult to charge the fees set out in the order form you completed when registering, including any amendments to those fees as specified in this agreement. For Direct Debit payments, you must contact AAkonsult to receive and complete a special form, authorizing us to deduct the invoice amount directly from your bank account.
(b)If you request a chargeback or payment reversal from your card provider, whether intentionally or unintentionally, we have the right to charge your card for the disputed amount. This charge will include the reversal fee imposed by our bank and an additional $80 administrative fee to cover the cost of processing the chargeback. Please be aware that initiating a chargeback or payment reversal could result in the suspension or termination of your account, as described in this agreement.
(c) If the "Payment Txns" object is created or updated by any application or routine other than Payments2Us, AAkonsult will bill you for all these transactions accordingly.
d) You agree to provide AAkonsult with access to your Salesforce Org upon request. This access is necessary if we suspect issues that prevent us from retrieving transactional data from your Payments2us instance, which disrupts our billing process.
(e) We may update our fees from time to time, and any changes will be posted on our website at https://www.payments2us.com/pricing. If you do not agree with the increased fees, you may terminate this agreement by notifying AAkonsult at info@payments2us.com.
(f) You must make sure that payment is made when due, failing which interest at 2% above the PENALTY INTEREST rate and other charges will accrue.
(g) You undertake to provide AAkonsult with such information and records that may be requested by AAkonsult relating to this agreement.
(h) Payments2Us includes Basic Support as part of the Software Package. Should you require any services that fall outside the scope of Basic Support, these will be charged at the prevailing rates published at https://www.payments2us.com/support/support-packages for our premium support services. Please note that future revisions to the Basic Support, will be noted on the Support Packages page https://www.payments2us.com/support/support-packages and communicated via email.
4. DISPUTE RESOLUTION
If you have any concerns regarding your invoice or wish to dispute a charge, you are required to notify us in writing within thirty (30) days from the date of the invoice issuance.
(i)Failure to provide written notice within this thirty-day period will be deemed as your acceptance of the invoice and the charges contained therein. Post this period, any disputes will not be entertained, and the invoice will be considered final and binding.
(ii)Your agreement to the contract terms, including payment provisions, remains binding regardless of any invoice disputes
5. SUSPENSION
(a) AAkonsult may suspend Your access to the Software if:
(i) payment is not made on due date; or
(ii) payment of any invoiced amount for Services has not been made by the date specified on the invoice; or
(iii) you do not pay the overdue amount within [five (5)] Business Days of AAkonsult’s written notice to the email address you have provided or your billing contact; or
(iv) You fail to provide AAkonsult with such information and records that may be requested by AAkonsult relating to this agreement.
(v) You agree to provide AAkonsult with access to your Salesforce Org upon request. This access will be required if we suspect issues that prevent us from retrieving transactional data from your Payments2us instance. Failure to provide such access will hinder our ability to accurately invoice you for credit card and direct debit transactions. Upon gaining access to your Org, AAkonsult reserves the right to invoice you for up to 12-months of transactions that were not reported due to the lack of access. Additionally, AAkonsult may suspend your access to Payments2us until such access is granted.
(b) You agree that if Your access to the Software is reinstated after a suspension for non-payment in accordance with clause 5(a), You will pay a reasonable reinstatement fee. AAkonsult may charge interest on overdue amounts at 2.0% above the PENALTY INTEREST RATE per month. If any amount is overdue by more than thirty days and AAkonsult is required to take legal action to collect the amount, You must also pay AAkonsult’s reasonable costs of collection, including legal fees.
(c)In the event that you request AAkonsult to reinstate the service you will be liable to pay a reinstatement fee of $250 and such reinstatement after suspension can cause unforeseen delays from other providers such as Payment Gateway Services.
6. TERMINATION
(a) AAkonsult may terminate this agreement with immediate effect if:
(i) You breach any term of this agreement and the breach is not capable of being remedied, or if capable of being remedied, is not remedied within 14 days after AAkonsult notifies You of the breach; or
(ii) You suffer an Insolvency Event.
(b) If this agreement is terminated for any reason or expires, You must immediately cease using the Software, and must delete all copies of the Software that are in Your possession or control.
(c). To terminate this agreement, you must provide three full calendar months' written notice via email to info@payments2us.com. The notice period will commence at the end of the month in which we receive your notice. As we bill in arrears, you will be invoiced for four billing periods before termination. For example, if you submit your termination notice on July 5th, the notice period will start on July 31st, and you will be billed for August, September, and October, with the final invoice for October issued in November.
(d)Please note that Payments2Us does not have access to your Salesforce account and cannot monitor whether or not the App is in use. Therefore, to terminate the agreement as outlined in (c)above, you must provide a formal termination notice. Simply uninstalling the software does not constitute termination of the agreement.
(e) Termination of this agreement does not affect any rights or remedies that have accrued or may accrue to either party as of the date of termination.
(f) Upon termination of this agreement:
(i) we may immediately close or suspend your account;
(ii) You must, upon our request, return or destroy all Instructional Materials (including all copies) in your possession, custody, or control; and the license granted to you will terminate.
7. EXCLUSIONS AND LIMITATIONS OF LIABILITY
(a) To the maximum extent permitted by applicable law, and subject to the other terms of this agreement:
(i) all implied terms are excluded from this agreement;
(ii) AAkonsult’s total aggregate liability, whether in contract, tort (including negligence), or otherwise, in connection with the use of the Software and under or in connection with this agreement, shall not exceed the total “Monthly Gateway Fees” paid by you during the 3-months immediately preceding the date of the event giving rise to liability. This liability cap excludes any consequential, indirect, or punitive damages. Please note that the Merchant Fee charged for Credit Card and Automatic Direct Debit Transactions is also excluded from this liability.
(iii) AAkonsult will not be liable for any loss of profit, loss of revenue, loss of goodwill or business reputation, loss of data or loss of business opportunity or any consequential, indirect, or special loss or damage whether in contract, tort (including negligence) or otherwise.
(b) You acknowledge and agree that:
(i) important components of the functionality accessible to You by means of the Software are provided by third parties;
(ii) subject to the other terms of this agreement, as applicable, AAkonsult will not be liable to You, whether in contract, tort (including negligence) or otherwise, in respect of any component or functionality provided by a third party, including but not limited to the Payment Gateway or related software such as Salesforce.;
(iii) If an issue is found with the Software package, AAkonsult's liability will be limited solely to rectifying the functionality or feature of the core package. AAkonsult will not be responsible for addressing any customizations that have been implemented by You and are affected as a result, such as Process Builders, Workflows, Flows, Duplicate Rules, Apex Code, or Triggers against any Payments2Us objects, or other modifications.
(iv) All releases will be deployed to Your Sandbox environment first. It is Your responsibility to thoroughly test each release in the Sandbox in accordance with Clause 9 and report any issues to AAkonsult before the Production push upgrade and
(c)AAkonsult will not be liable for any disruption or misuse attributable to AAkonsult or any third party, including but not limited to the Payment Gateway or related software such as Salesforce.
(d) Nothing in this agreement excludes or limits the application of any Consumer Guarantee or legal rights.
(e) Where AAkonsult is not permitted to exclude its liability for any loss or damage in connection with its breach of a Consumer Guarantee, but is permitted to limit its liability for such a breach, then, unless You are able to establish that it is not fair and reasonable for AAkonsult to do so, AAkonsult’s liability to You is limited to:
(i) If the breach relates to the supply of software services, providing a remedy such as fixing the software defect, offering a workaround, or compensating You for the cost of having the service fixed or resupplied by a third party; or
(ii) If the breach relates to a service other than software, resupplying the service or paying the cost of having the service resupplied.
8. PAYMENT GATEWAYS
(a) Sign-Up Agreement: When a customer clicks the Sign-Up button and the payment gateway used is Windcave, the customer agrees to Windcave's Payment Gateway Terms and Conditions.
(b) Compliance with Windcave Terms: By using the Windcave Payment Gateway, you acknowledge and agree to comply with Windcave's Terms and Conditions, which are available at Windcave Terms and Conditions.
(c) Billing and Agency Disclaimer: The following outlines the billing processes for transactions facilitated by AAkonsult through different payment gateways:
(i)For transactions processed through Windcave, AAkonsult being an agent for Windcave is billed directly by Windcave for the number of transactions performed by You. AAkonsult then invoices on the basis of the number of transactions reported by Windcave and charges the “Merchant fee per credit card & automatic Direct Debit transaction” fees as noted in https://www.payments2us.com/pricing . Take note on (e) below regarding card charge attempts.
(ii) For transactions processed through payment gateways other than Windcave, you have a direct billing relationship with the payment gateways in addition to one with AAkonsult. AAkonsult facilitates these transactions and relies on its own software for a report on the number of transactions performed as noted in Clause 3. AAkonsult then invoices on the basis of the number of transactions and charges the “Merchant fee per credit card & automatic Direct Debit transaction” fees as noted in https://www.payments2us.com/pricing
(d) Fraud Prevention with MaxMind MinFraud: Payments2Us employs the MaxMind MinFraud risk scoring system to prevent fraudulent card testing activity on your Payment/Donation Form. We recommend setting the MinFraud value to the default specified in our Knowledgebase here. Increasing this value increases the risk of fraudulent card testing activity by hackers.
(e) Charges for Card Charge Attempts: Please be aware that Windcave charges for all card charge attempts, not just successful transactions. During fraudulent card charge events, Windcave will charge for each attempt, and we will pass these charges on to you. By signing this agreement, you acknowledge and accept the potential risks and charges associated with increasing MinFraud above our recommended settings and by using Windcave.
(f)Liability Disclaimer: AAkonsult shall not be liable for any charges or fees incurred due to fraudulent card charge attempts processed through Windcave or any other payment gateway. The client acknowledges and agrees that:
(i) The client remains fully liable for all charges billed by Windcave irrespective of the legitimacy of the transactions.
(ii) AAkonsult will invoice the client based on the number of transactions reported by Windcave. The client is obligated to pay these invoices in full, even if some transactions are later identified as fraudulent.
(iii) The client is responsible for resolving any disputes or issues related to fraudulent transactions directly with the payment gateway provider. Payments2Us and AAkonsult will not be held accountable for reimbursing any fraudulent charges or fees.
(iv) The client should notify AAkonsult immediately upon discovering any fraudulent card charge attempts. While AAkonsult will assist in providing necessary transaction details for dispute resolution, it does not bear any financial liability for the fraudulent charges.
9. AUTOMATIC UPDATES AND SANDBOX TESTING
a) Automatic Updates
a.1. Automatic Deployment: AAkonsult will automatically push software updates to all customer environments. These updates may include new features, enhancements, bug fixes, and security patches.
a.2. Notification: Customers will be notified of upcoming updates through our Release Notes section of our Knowledgebase, which will be made available a few weeks prior to the scheduled deployment.
a.3. Opt-Out: Customers who prefer not to receive automatic updates may opt-out by notifying AAkonsult in writing. Opting out of automatic updates may result in the customer not receiving the latest features, enhancements, and security patches. Additionally, AAkonsult will only support 1 previous release under our Basic Support and not beyond that.
a.4. Manual Updates: Customers who opt-out of automatic updates will be responsible for manually applying updates to their production environment. AAkonsult will provide guidance and support for manual updates upon request.
b). Sandbox Testing
b.1. Sandbox Environment: Prior to automatic deployment to production environments, updates will be released in a sandbox environment. Customers are responsible for thoroughly testing the updates in their sandbox environment.
b.2. Testing Responsibility: It is the customer's responsibility to ensure that their Salesforce Admin or Partner tests various business scenarios in the sandbox to identify and report any issues to AAkonsult.
b.3. Testing Period: Customers will be given a reasonable period, typically 3 weeks, to test the updates in their sandbox environment before the updates are automatically pushed to their production environment.
c). Customer Responsibility and Liability
c.1. Customer Responsibility: By using our services, customers acknowledge and accept that it is their responsibility to test updates in their sandbox environment and to review the Release Notes of our Knowledgebase for any potential impacts on their business processes. Customers are also responsible for performing Post Upgrade Steps once they get notification that a new update has been rolled out to their production.
c.2. No Liability: AAkonsult assumes no liability for any issues, disruptions, or damages that may arise from the automatic deployment of updates, provided that customers were given adequate time and notice to test the updates in their sandbox environment.
c.3. Reporting Issues: Should customers encounter any issues during the sandbox testing period, they are encouraged to report these issues to AAkonsult promptly by logging a support case. AAkonsult will make reasonable efforts to address reported issues before the updates are deployed to the production environment.
10. NOTICES
(a) Any notice, approval, consent, or other communication in relation to this agreement must be in writing and must be signed by the party giving the notice or any authorised officer of that party. Such communication must be sent by registered post or email as follows:
(i) if it is AAkonsult:
Address: 2/209 Hyde Street, Yarraville, VIC 3030 Australia
Attention: Max Sood
Email address: info@payments2us.com
(ii) If it is from You, to the postal address or email address provided by You during registration, or as otherwise specified by a party in a notice.
(b) Unless a later time is specified in the notice, the notice will take effect upon receipt.
(c) A notice is considered received when:
(i) in the case of a notice delivered by hand, when delivered to the addressee;
(ii) in the case of a notice sent by registered post, on the second clear Business Day after the date of posting;
(iv) in the case of a notice sent by email, on the date on which the sender can demonstrate that the email left the computer system controlled by the sender without receipt of an error message, but if delivery or receipt is on a day which is not a Business Day or is after 5.00 pm at the place of delivery or receipt, it is regarded as given at 9.00 am on the next Business Day.
(d) A notice sent by registered post is considered valid even if the addressee does not receive it or it is returned unclaimed.
11. GENERAL
(a) This agreement replaces all previous representations, arrangements, understandings and agreements between the parties relating to the subject matter of this agreement and contains the entire agreement between the parties in relation to its subject matter.
(b) A waiver of any right under this agreement must be in writing and executed by the party granting the waiver.
(c) A failure to exercise, a delay in exercising, or a partial exercise of, a right created under this agreement does not result in a waiver of that right.
(d) A variation of any term of this agreement must be in writing and signed by the parties.
(e) A provision of or an application of, a provision of, this agreement which is void, illegal or unenforceable for any reason in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
(f) If a clause in this agreement is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions of this agreement.
(g) A party must not assign its rights under this agreement unless it has the other party’s written consent. A party must not unreasonably withhold its consent/ may give or withhold its consent in its sole discretion.
(h) No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this agreement or part of it.
(i) This agreement is governed by the laws of Victoria, Australia.
(j) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.
(h) You may obtain independent financial and legal advice prior to entering into this contract.
12. DEFINITIONS
(a)AAKONSULT" refers to AAkonsult Pty Ltd (ABN: 29 138 769 187), the legal entity providing services under these Terms and Conditions. AAkonsult Pty Ltd operates under the trading name Payments2Us.
(b) “Business Day” means any day that banks are open for general banking business in the place from which the relevant notice is sent.
(c) "Company" refer to either AAkonsult Pty Ltd or Payments2Us, as both are used interchangeably to denote the same legal entity.
(d)“Consumer Guarantee” has the meaning given in Division 1 of Part 3-2 of the Australian Consumer Law.
(e) “Insolvency Event” means the happening of any of these events:
(i) where a party is a natural person, the person becomes bankrupt, files or is served with a petition in bankruptcy or is served with a bankruptcy notice, the person is unable to pay his or her debts as and when they become due and payable or a creditor’s meeting in relation to that person is called;
(ii) an application is made to a court for an order or an order is made that a body corporate be wound up, and the application is not withdrawn, stayed or dismissed within 21 days of being made;
(iii) appointment of a liquidator, provisional liquidator, administrator, receiver, receiver and manager or controller in respect of a body corporate or its assets;
(iv) except to reconstruct or amalgamate while solvent a body corporate enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them;
(v) a body corporate resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so, except to reconstruct or amalgamate while solvent or otherwise wound up or dissolved;
(vi) a body corporate is or states that it is insolvent;
(vii) as a result of the operation of section 459F(1) of the Corporations Act, a body corporate is taken to have failed to comply with a statutory demand;
(viii) a body corporate is or makes a statement from which it may be reasonably deduced that the body corporate is, the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act;
(ix) a body corporate takes any step to obtain protection or is granted protection from its creditors, under any applicable law;
(x) a body corporate ceases to carry on business; or
(xi) anything analogous or having substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.
(f) “Intellectual Property Rights” means:
(i) inventions, discoveries and novel designs, whether or not registered or registrable as patents or designs, including development or improvements of equipment, products, technology, processes, methods or techniques;
(ii) copyright (including future copyright) throughout the world in all literary works, artistic works, computer software and any other works or subject matter in which copyright subsists and may in the
future subsist;
(iii) confidential information and trade secrets;
(iv) trade and service marks (whether registered or unregistered), business names, trade names, domain names, logos and get -up; and
(v) proprietary rights under the Circuit Layouts Act 1989 (Cth).
(g)”Monthly Gateway Fee” referred on the pricing page, is the same as the "Monthly Service Fee" noted on invoices.
(h)”Merchant Fee per credit card & Automatic Direct Debit Transaction” refers to a term that is the same as the “Per Transaction Fee” noted on invoices.
(i) "PAYMENTS2US" refers to the trading name/business name used by AAkonsult Pty Ltd for invoicing and service delivery purposes and is also the name of the app. For all practical purposes within these Terms and Conditions, "Payments2Us" is used interchangeably with "AAkonsult."
(j) “Related Body Corporate” refers to an entity which means any body corporate which is related to that entity within the meaning of the Corporations Act.
(k) “Software” refers to the Payments2Us application, which was previously known as AAkonsult Payments. For clarity, this term does not refer to AAKONSULT PTY LTD.
(l)“Services” means any services provided to You by AAkonsult Pty Ltd (T/as Payments2us) or AAkonsult Services Pty Ltd, including, but not limited to, consulting services.
(m) “Knowledgebase” Refers to https://help.payments2us.com/ ,where Payments2Us provides a comprehensive collection of guides, release notes, and helpful articles designed to assist users in effectively using and navigating the product
13. INTERPRETATION
(a) In this agreement unless the context requires otherwise:
(i) a reference to a person includes a reference to a company, partnership, joint venture, association, corporation or other body corporate or a government body;
(ii) the singular includes the plural and the plural includes the singular;
(iii) a reference to one gender includes any gender;
(iv) a reference to a clause, party, schedule, annexure or attachment is a reference to a clause of, and a party, schedule, annexure and attachment to, this agreement and a reference to this agreement includes any schedule, annexure or attachment;
(v) a reference to a party to this agreement includes that party’s executors, administrators, successors and permitted assigns;
(vi) a reference to legislation or to any provision of any legislation includes a reference to any modification, consolidation, replacement or re-enactment of it, and includes any subordinate legislation made under it;
(vii) a reference to a body, other than a party to this agreement (including an institute, association or authority), whether statutory or not:
(A) which ceases to exist; or
(B) whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;
(viii) a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
(ix) a reference to an agreement other than this agreement includes a deed any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing;
(x) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(xi) the words ‘includes’ and ‘including’ are not words of limitation; and
(xii) if an act required to be done under this Agreement on or by a given day is done after 5:30 pm on that day, it is taken to be done on the following day.
(xiii) In this agreement, headings are for convenience only and do not affect the interpretation of this agreement;
(xiv) Where something must be done under this agreement on a given day and that day is not a Business Day then that thing must be done on the next Business Day.
