Terms of Service

These terms are the operative provisions of the SwiftSignQuote SaaS Services Agreement. They apply to you when you sign an Order Form that incorporates them, and when you access or use the Service. If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation to these terms.

This Agreement is for the Company to provide the Client with the services outlined in Schedule 1, Schedule 2, Schedule 3 and Schedule 4 to the Order Form (Services), which includes access to the Swift Sign Quote (SSQ) software the Company provides as part of the Service (Software).

Where a term of the Order Form or its Schedules conflicts with a term below, the Order Form prevails, then the Schedules, then these terms.

1.1 Definitions

In this Agreement unless the context otherwise requires:

• The Company: SwiftSignQuote (ABN 35 682 804 851).
• The Client: the person or entity identified on the Order Form.
• The Customer: The customers utilising the SSQ SaaS product on the Client’s website (if applicable).
• SSQ (Swift Sign Quote): The SaaS Product to enable the Client to provide instant quotes for the various products offered by the Client. Inclusive of an integrated Online Checkout, and the functionality to customise and commission the SSQ SaaS Product by the Client directly.
• Intellectual Property Rights means all intellectual property rights conferred by statute, common law or in equity and subsisting anywhere in the world, including:
  1. Copyright, patents, trademarks (including goodwill in those marks), designs, trade secrets, know how, rights in circuit layouts, and domain names;
  2. Any application or right to apply for registration of any of the rights referred to in paragraph (a) of this definition; and
  3. All rights of a similar nature to any of the rights in paragraphs (a) and (b) of this definition which may subsist in Australia or elsewhere.
  whether or not such rights are registered or capable of being registered.

1.2 Interpretations

In this Agreement unless the context otherwise requires:

1. A reference to any legislation includes any statutory modifications or re-enactments.
2. The singular includes the plural and vice versa.
3. A reference to time is to local time in New South Wales.
4. A reference to “dollars” or “$” is to the currency stated on the Order Form.

1. The Company will use commercially reasonable efforts to provide the Client the Services.
2. The Company will provide the Client with reasonable technical support services in accordance with the Company’s standard practice.

1. Except as permitted by applicable law or agreed in writing by the Company, the Client must not:
   1. Modify the software or merge any aspect of the SSQ software with any other programme, record, reverse engineer, copy, duplicate, reproduce, create derivative works from, frame, download, display, transmit or distribute the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software in related to the Services;
   2. License, sell, rent, lease, transfer, or assign the Software.
   3. Engage in unauthorized access or data breaches.
   4. Provide Software login details to unauthorized third parties.
   5. Use the Software for unlawful or unethical activities.
   6. Any breach of this clause constitutes a material breach, and the Company may suspend or terminate access to the Software.
2. The Client shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access or otherwise use the Services, including without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, Equipment).
3. The Client shall also be responsible for maintaining the security of the Equipment, the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all users of the Client account or the Equipment with or without the Client’s knowledge or consent.

1. Each party (Receiving Party) understands that the other party (Disclosing Party) has disclosed or may disclose Proprietary Information.
2. Proprietary information of the Company includes non-public information regarding features, functionality and performance of the Service (Proprietary Information). Proprietary Information of the Client includes non-public data provided by the Client to the Company to enable the provision of the Services (Client Data).
3. The Receiving Party agrees:
   1. To take reasonable precautions to protect such Proprietary Information.
   2. Not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by its prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
4. The Client shall own all right, title, and interest in and to the Client Data, as well as any data that is based on or derived from the Client Data and provided to the Client as part of the services. This nominally includes,
   1. Numerical parameters set by the Client to customise the SSQ Quoting tool.
   2. Images and product descriptions uploaded and created by the Client.
   3. Customer data generated through the use of the SSQ Software.
5. The Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all Intellectual Property Rights related to any of the foregoing.
6. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse the data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and the Company will be free (during and after the term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
7. Both parties agree to promptly destroy any Proprietary Information of the other party that is within their possession when this Agreement is terminated.
8. No rights or licences are granted except as expressly set out in this Agreement.
9. The Company handles personal information in accordance with its Privacy Policy at swiftsignquote.com/privacy. The Client is responsible for having a lawful basis to collect personal information about its Customers, and for its own privacy obligations to them.

1. The Company grants the Client a non-exclusive, non-transferable, and revocable license to permit its authorised users to access and use the Software and the Services (including the Intellectual Property Rights contained therein) throughout the world during the Term.
2. The Client acknowledges that All Intellectual Property Rights in the Software and Services, including but not limited to the calculation methodology, optimisation algorithms, simulation algorithms, graphical representations of the Parameters, templates, and service delivery methods are owned by and remain the exclusive property of the Company.
3. Such Intellectual Property Rights, must not be resold to any third parties, reverse engineered, modified without proper licence or authorisation; or used in any manner not expressly permitted under this Agreement.
4. The Company acknowledges and agrees that it will not utilise or share with any third parties:
   1. Numerical input parameters set by the Client to generate instant quotes
   2. Images or product descriptions uploaded and created by the Client
   3. Client Data generated through the use of the SSQ Software
5. Any breach of these Intellectual Property provisions may result in immediate termination.
6. All intellectual property discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software or the provision of any Services will automatically vest in, and are assigned to, the Company, including any enhancements, improvements and modifications to the Company IP (collectively, Developed IP).
7. The Client must not represent to anyone or in any manner whatsoever that they are the proprietor of the Software and/or the Company IP.
8. The Client agrees that the Company may refer to the Client, their business name, publish their logo, and/or trade mark and make reference to the Client as a recipient of the Company’s SSQ Service in any communications or publications for the purposes of marketing or promoting the Company’s business.
9. The Client agrees to maintain the confidentiality of any proprietary information disclosed by the Company in connection with the Services as permitted under this Agreement and shall not disclose such information to any third party without the Company’s prior written consent. This obligation of Confidentiality shall survive the termination of this Agreement for a period of five (5) years.
10. The Client acknowledges and agrees that any feedback, suggestions, ideas or other information provided by the Client regarding the Software or Services (“Feedback”) will be owned by the Company. The Client hereby assigns all rights, title, and interest in and to such Feedback to the Company, and agrees to assist the Company and the Company’s expense, in perfecting and enforcing such rights.

1. The Client will pay the Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with this Agreement (Fees).
2. Payments of Fees may be made using third-party applications and services not owned, operated, or otherwise controlled by the Company. The Client acknowledges and agrees that the Company will not be liable for any losses or damage arising from the operations of third-party payment applications and services. The Client further acknowledges and warrants that they have read, understood, and agree to be bound by the terms and conditions of the applicable third-party payment applications and services they choose to use as a payment method for the Services.
3. The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to the Client (which may be sent by email), and no more than once in any twelve (12) month period.
4. If the Client believes that the Company has billed the Client incorrectly, the Client must contact the Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company’s Client support department.
5. The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice.
6. Unpaid amounts are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
7. Where applicable, any goods or services tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement and any other taxes, duties or levies will be paid by the Client at the then-prevailing rate.
8. Fees are billed in the currency stated on the Order Form. Where a direct debit facility is available for that currency, currently Australian Dollars, New Zealand Dollars, Canadian Dollars, Pounds Sterling, Euro and United States Dollars, Fees are collected by direct debit. For all other currencies, payment is by card.

1. Termination by Client: The Client may terminate this Agreement by providing the written notice period stated on the Order Form. During this notice period, the Client is obligated to pay the Company for all services rendered up until the end of the notice period.
2. Termination for Breach: In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. The Client will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, the Company will make Client Data available to the Client in a form the Company deems appropriate for a period of thirty (30) days, but thereafter the Company may, but is not obligated to, delete stored Client Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
3. Termination by Company: Notwithstanding any other provision of this Agreement, the Company reserves the right to suspend or terminate the Client’s access to the Services immediately and without notice if the Company reasonably believes that the Client has violated any provision of this Agreement or poses a threat to the security or integrity of the Services or other users. In such event, the Client shall not be entitled to any refund of prepaid fees, and the Company shall not be liable for any damages resulting from such suspension or termination.

1. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from use of the Services.
2. While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error-free or that any third-party components of the Services will be accurate or error-free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company.
3. To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Software provided hereunder is given or assumed by the Company other than as required at law.
4. The Company makes no representations, warranties or guarantees:
   1. that content available on, or produced by or via, the Software is accurate, complete, reliable, current, error-free or suitable for any particular purpose; or
   2. that the Software and/or the Services are or will be free from viruses, worms, trojans or other malicious code. The Client is responsible for taking precautions in this respect.
5. The Company’s obligation and the Client’s exclusive remedy during the Term are limited, in the Company’s absolute discretion, to:
   1. the Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
   2. a refund of the Fees paid in the last one (1) month if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate.
6. The Client acknowledges and accepts that it is the Client’s sole responsibility to ensure that:
   1. the facilities and functions of the Services meet the Client’s requirements;
   2. the Services are appropriate for the specific circumstance of the Client and comply with the laws and regulations of the Client’s jurisdiction; and
   3. the Company does not purport to provide any legal, taxation or accountancy advice by providing the Service under this Agreement.
7. The Company will not be liable for any failure of the Services to provide any function not described in the documentation (provided online as part of the Services) or any failure attributable to:
   1. any modification to the Services other than by the Company;
   2. accident, abuse or misapplication of Services by the Client;
   3. use of the Services with other software or equipment without the Company’s written consent;
   4. use of other than the latest, unaltered current release of the Services; or
   5. use other than in accordance with this Agreement.
8. If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Client immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.
9. The Client acknowledges and agrees that the Company’s sole liability, and the Client’s exclusive remedy, for any breach of warranty shall be limited to the Company’s reasonable efforts to correct the non-conforming Services as described in clause 8(e). In no event shall the Company be liable for any loss of data, loss of profits, or any other special, incidental, consequential, or indirect damages arising from the Client’s use of the Services, even if the Company has been advised of the possibility of such damages.

Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy conferred by the Australian Consumer Law or any other law that cannot be excluded, restricted or modified by agreement. Where liability cannot be excluded, the Company’s liability is limited, at its option, to resupplying the Services or paying the cost of having the Services resupplied.

The Client will at all times indemnify and hold harmless the Company and its officers, employees, and agents in respect of any claim for any injury, loss, damage, or expense occasioned by or arising directly or indirectly from:

1. a breach by the Client of its obligations under this Agreement;
2. any wilful, unlawful, or negligent act or omission of the Client.

1. The liability of the Company under or in connection with this Agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, must not exceed the Fees paid by the Client to the Company for the Services under this Agreement for the one (1) month in which the act that gave rise to the liability occurred, in each case, whether or not the Company has been advised of the possibility of such damages.
2. Neither party is liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature, including any economic loss or other loss of turnover, profits, business, or goodwill.
3. The Company expressly disclaims any responsibility for:
   1. the calibration of parameters set by the Client;
   2. any losses, damages, or liabilities arising from the entry of incorrect parameters;
   3. any consequential losses resulting from the use or misuse of the quoting system by the Client or their end users.

1. If a dispute arises out of or relates to the terms of this Agreement, neither Party may commence any legal proceedings in relation to the dispute unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
2. A Party to this Agreement claiming a dispute (“Dispute”) has arisen under the terms of this Agreement must give written notice to the other Party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (“Dispute Notice”).
3. On receipt of the Dispute Notice by the other Party, the Parties to this Agreement must, within seven (7) days of the Dispute Notice, endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
4. If, for any reason whatsoever, twenty-one (21) days after the date of the Dispute Notice the Dispute has not been resolved, the Parties must either agree upon the selection of a mediator or request that an appropriate mediator be appointed by the Australian Mediation Association or its nominee and attend a mediation.
5. It is agreed that mediation will be held in New South Wales, Australia, or by remote or online means where the Parties agree or where a Party is located outside Australia.
6. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and, without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.
7. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and, to the fullest extent possible, must be treated as “without prejudice” communications.
8. If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation, and the mediator must do so.
9. In the event that the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute thereafter.
10. Notwithstanding the foregoing, nothing in this dispute resolution process shall prevent either Party from seeking urgent interlocutory relief from a court of competent jurisdiction in respect of any matter arising under this Agreement. The Parties agree that any legal proceedings must be filed within one (1) year after the cause of action arises; otherwise, such claim shall be deemed waived and time-barred. Nothing in this clause prevents a Party from commencing proceedings to recover an undisputed debt.

1. Except as otherwise permitted by this Agreement, no variation to its terms will be effective unless in writing and signed by both the Company and the Client.
2. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
3. This Agreement is not assignable, transferable or sublicensable by the Client except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent.
4. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided in this Agreement.
5. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and the Client does not have any authority of any kind to bind the Company in any respect whatsoever.
6. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next-day delivery by a recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
7. This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.