TilliT Service Terms 

These terms apply where you (End User) have been supplied with access to TilliT services (Services) by TilliT Pty Ltd (TilliT) or by an authorized distributor (Distributor) of TilliT . Permission to access and use the Services is conditional upon you, the customer, agreeing to the terms set out below. The Services are only offered to you on condition that you read and accept all the terms of this document and wish to become an end user of the Services. By using or accessing the Services, you are considered to have accepted the terms set out in this document. If you do not agree with or otherwise do not wish to accept the terms set out in this document, do not use or access the Services.

1. Services 

(a) TilliT will provide the End User with the Services in the manner specified in the End User’s agreement, on the terms and conditions set out in that agreement and this document. 

(b) The End User is only entitled to use the Services: 

(i) in the manner, to the extent and for the period specified in its agreement, and in accordance with any usage limits so specified; and 

(ii) if all fees charged in respect of the Services have been fully paid. The End User is not permitted to use the Services in any other circumstances, and, except as set out in this document, the End User does not have any right or entitlement to access or use the Services, or permit others to do so.

2. End User’s obligations 

The End User hereby undertakes the following obligations: 

(a) to not copy, reproduce, translate, adapt, vary, modify, decompile, reverse- engineer, disassemble, or attempt to derive the source code of any software used in the Services without the express consent of TilliT, except as expressly authorised by this agreement or Pt III Div 4A of the Copyright Act 1968 (Cth); 

(b) to supervise and control the use of the Services in accordance with the terms of this licence; 

(c) to ensure its employees, sub-contractors and other agents who have authorised access to the Services are made aware of the terms of this licence;

(d) to not provide or otherwise make available the program in any form to any person other than those referred to in paragraph (c) without the written consent of TilliT; 

(e) to not use the Services for or in connection with a service bureau operation; 

(f) to only use the Services, and ensure that its employees, sub-contractors and other agents only use the Services in accordance with the normal operating procedures and instructions as notified by TilliT (including as specified in any accompanying technical documentation); and 

(g) to comply with all applicable laws and regulations in connection with the use of the Services.

3. Intellectual Property Rights 

(a) The Services, including software and any documentation associated with it used to deliver the Services, are the sole property of Tillit and/or third parties and may be protected by copyright or other intellectual property rights. The End User is not granted any right to Services other than the right to use the Services as set forth in these terms. These terms do not grant any right to use the trade names, logos, domain names, or other brand-related names or identifiers of Tillit or the Services. Tillit is free to make use of any suggestions for improvement, comments, or suggestions submitted to them without compensation. 

All intellectual property rights related to changes or modifications to Services or new versions of the software related to the Services are retained by Tillit. 

(b) The End User will not during or any time after the expiry or termination of this licence permit any act which infringes TilliT’s intellectual property rights. 

(c) The End User will indemnify TilliT fully against all liabilities, costs and expenses which TilliT may incur to a third party as a result of the End User’s breach of the intellectual property right provisions of this licence.

4. Updates 

(a) The terms of this document (as amended pursuant to clause 12 ) will govern any updates or modifications made to the Services by TilliT (Updates), unless such an Update is accompanied by separate terms supplied by TilliT in which case those terms will govern to the extent provided for. 

(b) The End User acknowledges and agrees that TilliT: 

(i) is under no obligation to provide any Updates; 

(ii) can offer optional paid Updates; and 

(iii) can provide Updates in such a manner that the Services are unable to be reverted to its previous state.

5. Restrictions 

The End User agrees that it will not (and will ensure that its employees, sub-contractors and other agents do not): 

(a) attempt to disrupt the normal operation of the Services, or any infrastructure operated by TilliT or other business activities of TilliT; 

(b) attempt to gain unauthorised access to the Services; or 

(c) use the Services in connection with the actual or attempted contravention of any applicable laws.

6. Third party software and services 

The End User acknowledges and agrees that: 

(a) it may be required to use certain third party software (for example, operating systems, or any custom software developed by third party) or services (for example, an internet connection) in order to access or use, or continue to access or use the Services;

(b) use of third party services may be subject to fees and separate terms and conditions, and you acknowledge that TilliT is not liable for the activities of any such third parties; and 

(c) it must comply with any applicable third party terms of agreement when using the Services.

7. Security 

(a) The End User is solely responsible for its use of the Services, and for supervising, managing and controlling use of the Services by its employees, sub-contractors and other agents. 

(b) The End User must comply, and must ensure that its employees, sub- contractors and other agents comply, with any security regulations, procedures or directions which may be notified by TilliT from time to time in respect of the access and use of the Services. 

(c) Unfortunately, no data transmission or storage can be guaranteed as totally secure. Whilst TilliT strives to protect data, it does not warrant and cannot ensure the security of any data used in connection with the Services. 

(d) The End User must take its own precautions to ensure that the process which it employs for accessing the Services does not expose it to the risk of viruses, malicious computer code or other forms of interference which may damage their devices. For the removal of doubt, TilliT does not accept responsibility for any interference or damage to devices which arises in connection with use of the Services. 

(e) The End User is responsible: 

(i) for protecting the confidentiality of any passwords, certificates and other access credentials associated with any of the Services; and 

(ii) for any activities engaged in using those access credentials, whether or not such access is authorised.

8. Confidentiality 

“Confidential Information” means, with respect to a party (the “Disclosing Party”), information that pertains to such party’s business, including, without limitation product roadmaps, performance results, and technical, marketing, financial, employee, planning, pricing, and other confidential or proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “Receiving Party”) knew or should have known, under the circumstances, and was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party, even if not designated or marked as such. 

The Receiving Party shall preserve the confidentiality of the Disclosing Party’s Confidential Information and treat such Confidential Information with at least a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under this Agreement (including any Addenda). Confidential Information of the Disclosing Party will be disclosed only to those employees and contractors of the Receiving Party with a need to know such information. 

The receiving party shall not be liable to the Disclosing Party for the release of Confidential Information if such information: 

(a) was known to the Receiving Party on or before the Effective Date without restriction as to use or disclosure; (b) was in the public domain on or before the Effective Date; (c) came into the public domain after the Effective Date through no fault of the Receiving Party; (d) was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceeding or as otherwise required by law, subject to the Receiving Party giving all reasonable prior notice to the Disclosing Party to allow it to seek protective or other court orders and provided that the Receiving Party uses best efforts to make such disclosure under conditions of confidentiality.

9. End User Data

9.1 Licence 

(a) The End User grants to TilliT a perpetual, irrevocable, worldwide, royalty-free, fee-free, sub-licensable licence to use, reproduce, modify, communicate and otherwise deal with any materials or data submitted to or otherwise collected by TilliT as part of providing the Service (End User Data) for the purpose of delivering the Service. 

(b) Nothing in this agreement transfers ownership of any intellectual property rights in the End User Data to TilliT. 

(c) The End User warrants that: 

(i) it is entitled to provide the End User Data to TilliT; 

(ii) it has all necessary right and title to grant the licence set out in clause 9.1(a); and 

(iii) the End User Data, and exercise of the licence set out in clause 9.1(a) by TilliT, does not, and will not, infringe the intellectual property rights of any third party.

9.2 Privacy 

(a) TilliT agrees that it will not use or disclose any personal information contained in the End User Data for any purpose except: 

(i) in order to operate the Services and otherwise meet its obligations under these terms; 

(ii) in exercising its rights under the licence granted at clause 9.1; 

(iii) as directed by the End User in using the Services; 

(iv) as otherwise directed by the End User; or 

(v) with the consent of the individual to whom the personal information relates. 

(b) Where: 

(i) the End User Data contains any personal information; or 

(ii) the End User otherwise provides TilliT with, or with access to, any personal information in the course of the Services, the End User warrants that, under applicable laws: 

(iii) it is entitled to disclose such personal information to TilliT; 

(iv) TilliT is entitled to collect such personal information; and 

(v) TilliT is entitled to use and disclose such personal information in accordance with clause 9.2(a).

9.3 Technical and anonymised data 

The End User agrees that TilliT may, in addition to any other rights under these terms, collect, store, use, disclose and otherwise exploit: 

(a) technical data about the devices used in conjunction with the Services; 

(b) data about use of the Services or particular functions of the Services; 

(c) any other data in a form that does not personally identify individuals (which may include aggregated or otherwise de-identified versions of End User Data), for such purposes as TilliT sees fit, including to monitor and improve its products and services, and may continue to do so following termination or expiry of these terms.

9.4 Consents 

The End User must obtain any consents (which may include, without limitation, consents for TilliT to access, use, store and disclose End User Data) required in order for: 

(a) the End User to provide the End User Data to TilliT; and 

(b) allow TilliT to deal with the End User Data in the manner permitted by these terms.

9.5 Indemnity 

The End User will at all times indemnify and keep indemnified TilliT, and each of TilliT’s officers, employees, representatives and agents (those indemnified) from and against any claims made against, or loss incurred by, any of those indemnified where such claim or loss arises out of, in connection with, or in respect of any of the warranties given by the End User under clause 9.1(c) or 9.2(b) being false, misleading or inaccurate.

9.6 Retention 

TilliT is under no obligation to retain the End User Data, or any other data supplied by or associated with the End User, after cessation of the Services or the expiry or termination of these terms and such data can be irrevocably deleted by TilliT. 

10. Term 

(a) The End User may use the Services for such period as specified in its agreement with TilliT or the Reseller/Distributor. 

(b) Notwithstanding anything in any agreement between the End User and a Distributor, TilliT may revoke access to the Services at any time if the End User: 

(i) is in breach of any term of these terms; 

(ii) being a firm or partnership, is dissolved; or 

(iii) is overdue any payment in respect of the Services. 

(c) Upon expiry or termination, the End User must cease to access the Services. 

(d) Termination or expiry of these terms pursuant to this clause will not affect any rights or remedies which TilliT may have otherwise under these terms or at law. 

(e) Nothing in this clause limits any right TilliT may have pursuant to this document to modify the Services by way of Update.

11. Warranty 

(a) The End User acknowledges that the Services cannot be guaranteed error free and further acknowledges that the existence of any such errors shall not constitute a breach of these terms.

(b) TilliT will not be liable for any loss, including special, indirect or consequential damages (such as loss of profits), or claim, arising out of breach of this document or arising out of the supply of defective Services.

(c) Nothing in these terms excludes, restricts or modifies any condition, warranty, right or liability implied in these terms or protected by law to the extent that such exclusion, restriction or modification would render these terms or any provision of these terms void, illegal or unenforceable. Subject to that, any condition, warranty, right or liability which would otherwise be implied in these terms or protected by law is excluded.

(d) Without limiting the preceding paragraph, to the full extent permitted by applicable law, TilliT’s liability for any term, condition, guarantee or warranty that is implied by law and cannot lawfully be excluded by TilliT, including the consumer guarantees set out in the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and all similar or equivalent legislation, rules and regulations is limited to (at TilliT’s option):

(i) in the case of goods – repairing, replacing or supplying equivalent goods, or paying the cost of any of those remedies to you; or (ii) in the case of services (including the Services) – supplying the services again or paying the cost of having the services supplied again. 

(e) Without limiting or affecting any other provision of this document, to the full extent permitted by applicable law, TilliT’s maximum aggregate liability to you for any losses you incur or claims you make against us is limited to the amount paid by you for the Services in the twelve (12) months’ time period immediately preceding the breach, or, where no such amount is specified, the sum of AUD$1, 000. 

(f) You acknowledge that you have exercised your independent judgment in acquiring the Services and have not relied on any representation made by the TilliT which has not been stated expressly in this document or upon descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by TilliT.

12. Amendments 

TilliT reserves the right to amend, revise or replace this document from time to time. Amendments, revisions and replacements will be effective immediately upon posting through the Services or at https://gotillit.com/ unless a later effective date is specified. Continued use of the Services by the End User following such notification represents its agreement to be bound by the terms of this document as amended, revised or replaced, and its understanding and acceptance of the amended, revised or replaced document.

13. General

(a) The benefit of these terms will not be dealt with in any way by the End User (whether by assignment, sub-licensing or otherwise) without TilliT’s written consent. 

(b) Failure or neglect by TilliT to enforce at any time any of the provisions of these terms will not be construed or deemed to be a waiver of TilliT’s rights under these terms. 

(c) If a provision of these terms is wholly or partly void, illegal or unenforceable in any relevant jurisdiction that provision or part must, to that extent, be treated as deleted from these terms for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of these terms. 

(d) This terms shall be governed by the laws of Queensland, Australia, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland, Australia. 

The parties must attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof (“Dispute”) by referring the Dispute to suitable representatives and engaging in good faith negotiations. If the parties cannot resolve the Dispute by negotiation within 14 days (or such longer period as agreed between the parties) after the Dispute is referred to them, then the Dispute shall be finally settled by arbitration by a sole arbitrator in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”). The arbitral proceedings shall take place in Brisbane, Australia and be conducted in the English language. The award shall be final and binding on the parties and judgment on the award may be entered in any court having jurisdiction.

(e) The End User agrees that it will, at its own expense, do all things and execute all further documents necessary to give full effect to this agreement and the transactions contemplated by it.