KeyCloud Digital Signage Terms and Conditions
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1. General liability
1.1 Limitation of Key Technologies Pty Ltd liability
Key Technologies Pty Ltd total liability arising out of or in connection with this agreement, shall be limited to direct damages suffered by the client and shall be to use reasonable efforts to correct, replace, or reimburse without exceeding the amount of the software license fees paid by the client for the software on the date the cause of action arose. Key Technologies Pty Ltd cannot be held responsible for any special, incidental or consequential damages resulting from software defects or breach of this warranty. Key Technologies Pty Ltd cannot be liable to correct, replace or reimburse defective software fees, if this defective software is a result of negligence, accident, improper use or modification by a non-authorized party by Key Technologies Pty Ltd.
The following warranties are applicable and replace any other verbal, written, implied or statutory warranties. Key Technologies Pty Ltd’s obligations covered by this warranty and the client’s resorts are solely those mentioned in this document. In no event shall Key Technologies Pty Ltd be liable for any damages whatsoever including, without limitation, damages for loss of profits, failure to realize expected savings, interruption of activities, loss of information or of programs or any other pecuniary loss and indirect, consequential, incidental, economic or punitive damages.
1.2 Authorization of Display
The client is responsible for obtaining the permit and/or certificate of authorization to display, if required in his municipality to use, install or modify display screens in shop windows or outside.
1.3 Products and services rates
Key Technologies Pty Ltd reserves the right to modify its rates at any time.
1.4 Licence Revocability
The license is revocable by Key Technologies Pty Ltd at any time and without prior notice should the client fail to pay any charges and/or should the client contravene any or all terms and conditions of this present agreement. In all circumstances, the fees are not refundable.
In which case the client sells or disposes of its computer equipment on which the software was previously installed, the client agrees to erase any information or data in regard to the software before releasing the equipment in question.
1.5 Data Transfer Fees
In the event that fees would be charged to Key Technologies Pty Ltd to obtain data due to a client request to that effect, these costs will be automatically charged to the client.
1.6 Data Hosting and Internet Access
Hosting of your data on the Key Technologies Pty Ltd – Amazon s3 servers is necessary for proper operation of KeyCloud Digital Signage. Hosting fees are included in the current license agreement. Internet access is required for the proper operation of the KeyCloud Digital Signage and the customer is responsible for providing such an access.
1.7 Software Upgrades
Entitles the client to receive, at no additional charge, major, minor or maintenance releases and new versions of the KeyCloud Digital Signage software.
The client declares to have read and accepted the fees as well as the terms and conditions, contained therein and, agrees to abide by this agreement.
2.0 Payment
2.1 Term Length
All contracts are based on a minimum 12-month contract unless otherwise stated. A discount applies if you prepay the entire 12 months (yearly) in advanced. Refer to website for pricing.
2.2 Payment due date
Monthly or Yearly payment is due on the day of delivery of the KeyCloud Digital Signage account creation and handover. Monthly payments are required to be paid for by the start of each month.
2.3 Failure to make payment
If you fail to pay make payment by the invoices due date, you will be charged an extra 10% per screen per screen, per month. If payment is delayed by over 30 days your KeyCloud Digital Signage service will be disabled until payment is rectified.
2.4 Artwork payment
If custom artwork is requested, payment in full is required prior to artwork being created. A limit of 1 major revision and 2 minor revisions will be allowed.
3.0 Support
3.1 Support Hours
Support cover is Monday – Friday 9am – 5pm at no additional charge, e-mail and telephone support. This support contract covers inaccessibility issues, software issues. Hardware and installation support are not included within the contract.
3.2 Software Alterations
You may not permit any persons except for the employees of Key Technologies Pty Ltd to add to, alter, or reprogram or interfere with the Software supplied.
4.0 Liability & Exclusions
4.1 Liability for damages
No liability for loss or damage due to equipment failure or any statements made by Key Technologies Pty Ltd staff or contractors will be accepted Key Technologies Pty Ltd if they are not in accordance with this contract. Acts of God such as lightning strikes and floods etc. or mains power fluctuations that cause damage to the equipment would not be covered under this contract and the customer should have suitable insurance in place to cover these and loss due to theft or damage.
4.2 Customer responsibilities
The customer is responsible for ensuring all equipment supplied and operated conforms to any legislation, regulation or other legal requirements and is registered with the necessary agencies or authorities. Key Technologies Pty Ltd does not accept any responsibility or liability.
4.3 Content liabilities
No liability for content in Digital, Print or Social media will be accepted Key Technologies Pty Ltd.
4.4 Liability acceptance
You, the person signing this agreement accept personal liability and responsibility to the contract and the terms and conditions therein.
4.5 Customer equipment check
You the customer are responsible for the safe keeping of all equipment supplied, from the time of delivery. In the event that equipment is delivered to you by courier you must sign a receipt for the delivery and mark “goods not inspected or checked”, in the event that any packaging is damaged you must refuse delivery. It is your responsibility to keep us fully informed at all times.
4.6 Internet connectivity
The customer is responsible to have an adequate WiFi or LAN connection on site for the screens to update properly when connected to the signage system.
4.7 Ventilation
All electronics generate heat, the customer is required to have adequate ventilation to prevent heat damage to the units installed, thus not effecting the operation of the equipment.
5.0 Termination
5.1 Key Technologies Termination
If this agreement is terminated by us, you will pay us as a debt any arrears of sums then due.
5.2 Early Termination
You may end this Agreement early by giving us one month’s (30 days) notice. If you do, you will no longer be able to use KeyCloud Digital Signage software and you must payout the remainder of your contract with Key Technologies Pty Ltd.
The cost for early termination = number of screens * price per screen * number of months remaining
5.3 Payment Failure Termination
We may terminate this Agreement/Contract: If you fail to pay any sums due under this Agreement within 30 days of it becoming due; If you commit or cause or permit breach of any Term or Condition of this Agreement and fail to remedy the same within ten days of us sending a notice to you requiring the breach to be remedied; If you become insolvent or an administrator or receiver is appointed in respect of your assets; If any distress or execution is levied against assets under your control.
6.0 General Obligations, Terms & Conditions
6.1 Digital Player Responsibility
Key Technologies Pty Ltd does not accept any responsibility for any reliance placed on statements or representations which do not conform to the Manufacturer of the digital player device.
6.2 Verbal and Written Statements
Written details on this contract supersede any verbal or written statements made by any party. This agreement is the entire agreement and any other representations are expressly excluded.
6.3 Installation Delays
In the case where Key Technologies Pty Ltd are unable to complete the installation or delays are caused by the network supplier or other contractors engaged by you the customer Key Technologies Pty Ltd reserves the right to charge for any additional expenses incurred.
6.4 Equipment Condition
We shall not be liable for any claim arising out of state of or condition or quality of Equipment or any consequential damages including loss of earnings or profits suffered by you if the Equipment is or becomes unusable.
6.5 Transferring Agreement
You may not assign, mortgage, charge or sublet this Agreement. We reserve the right to transfer, assign or to charge the benefit of this Agreement to any person at any time at our absolute discretion. Your rights will not be prejudiced by such assignment.
6.6 Australian Law
This Agreement shall be governed by Australian law and you hereby submit to the jurisdiction of the Australian court.
6.7 Terms and Conditions agreement
This Agreement incorporates all Term and Conditions agreed between us and can only be varied by a contract document signed by both of us. No other terms whether written or verbal shall apply to any part of this contract.
6.8 Multiple Persons
If your business consists of more than one person you will each be liable jointly and severally for the full extent of your commitments made under this Agreement.
6.9 Agreement Acceptance
This Agreement is only accepted by the supplier once the equipment/software has been supplied and an invoice issued.
6.10 Prices include GST
All prices are subject to GST.
6.11 Change of Rates and Terms and Conditions
Key Technologies Pty Ltd reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
6.12
Key Technologies Pty Ltd Us/We/Our/Supplier all mean the same.
6.13
You/Your/Client/Customer/Purchaser/Lessee/Renter all mean the same.
7.0 General Design
7.1 Design Work Agreeance
Design work is carried out by Key Technologies Pty Ltd on the understanding that the client has agreed to abide by Key Technologies Pty Ltd’s terms and conditions.
7.2 Multiple Designs
If multiple design concepts are submitted, only one concept is deemed to be given by Key Technologies Pty Ltd as fulfilling the contract. All other artwork designs remain the property of Key Technologies Pty Ltd, unless agreed in writing.
8.0 Design Fees
8.1 Quotes
Fees for design services to be provided by Key Technologies Pty Ltd will be set out in the written contract, estimate or quotation that is provided to the customer. At the time of the customer’s signed acceptance of this contract, estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit of 50% of the quoted fee will become immediately due. Work on the project will not commence until Key Technologies Pty Ltd has received this amount.
9.0 Project Acceptance
9.1 Written Contract
At the time of order Key Technologies Pty Ltd will provide the customer with a written contract. These Terms and Conditions can be read on Key Technologies Pty Ltd’s Digital Signage website.
9.2 Contract Signing
The written estimate, quotation and contract are to be signed and dated by the customer to indicate acceptance and should be returned to Key Technologies Pty Ltd. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept Key Technologies Pty Ltd’s terms and conditions. No work on a project will commence until the contract has been has been received by Key Technologies Pty Ltd.
10.0 Default
10.1 Unpaid bills
An account shall be considered in default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. Key Technologies Pty Ltd shall be considered entitled to remove Key Technologies Pty Ltd’s and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
10.2 Customer obligations
Removal of such materials does not relieve the customer of its obligation to pay the due amount. Customers whose accounts become default agree to pay Key Technologies Pty Ltd reasonable legal expenses, costs and fees, and third-party collection agency fees in the enforcement of these Terms and Conditions.
11.0 Copyrights and Trademarks
11.1 Supplying Copyright Materials
By supplying text, images and other data to Key Technologies Pty Ltd for inclusion in the customer’s digital signage application or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.
11.2 Key Technologies Supplied Artwork
Any artwork, images, or text supplied and/or designed by Key Technologies Pty Ltd on behalf of the customer, will remain the property of Key Technologies Pty Ltd and/or its suppliers.
11.3 Customer Request
The customer may request in writing from Key Technologies Pty Ltd, the necessary permission to use materials (for which Key Technologies Pty Ltd holds the copyright) in forms other than for which it was originally supplied, and Key Technologies Pty Ltd may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. Key Technologies Pty Ltd reserves the right to charge fees for additional usage.
11.4 Granting Key Technologies Permission
By supplying images, text, or any other data to Key Technologies Pty Ltd, the customer grants Key Technologies Pty Ltd permission to use this material freely in the pursuit of the design and to utilise the designs in Key Technologies Pty Ltd’s portfolio unless agreed otherwise.
11.5 Copyright Violations
Should Key Technologies Pty Ltd, or the customer supply an image, text, audio clip or any other file for use in a website, digital and/or multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Key Technologies Pty Ltd to remove and/or replace the file.
11.6 Key Technologies Holds no Responsibility for Copyright Content
The customer agrees to fully indemnify and hold Key Technologies Pty Ltd free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.
12.0 Alterations
12.1 Separate Charges
The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.
12.2 Third Party Changes
The customer also agrees that Key Technologies Pty Ltd holds no responsibility for any amendments made by any third party, before or after a design is published.