Terms And Conditions

Xtreme Online Solutions agrees to provide you with the Services using reasonable care, diligence and skill in accordance with your written direction for the term you have subscribed and paid for in advance including but not limited to:

1. making available sales agents for the purposes of engaging live with existing and potential clients that visit your client’s website (Clients);
2. providing Clients with details of your business in accordance with your written direction and as settled in advance between you and Xtreme Online Solutions;
3. collecting information from the Clients including their contact details (Client Information);
4. providing you with Client Information for follow up on any leads Xtreme Online Solutions generates.
5. Xtreme Online Solutions agrees to provide you with information it collects from your clients which will become your property.
6. Xtreme Online Solutions agrees to make available the Services to you 24 hours a day and 7 days a week on a best endeavours basis, subject to clause 1.3 below. You acknowledge that from time to time there may be delays in providing a sales agent to attend to a Client’s online chat.
7. Xtreme Online Solutions advises and you acknowledge that from time to time the Services will be interrupted for the purposes of improving and or maintaining Xtreme Online Solutions operating systems. Xtreme Online Solutions will, where possible, provide you with at least 24 hours email notice of any planned downtime interruption to the Services to the email address you have provided with your contract.

Term and Termination

1. This Agreement commences on the date you sign this agreement and pay fees specified in clause 4 (Commencement Date) and continues until validly terminated under this Agreement (Term).
2. Xtreme Online Solutions may terminate this Agreement:
  1. at any time at its sole discretion upon 1 business day notice; or
  2. with immediate effect where you have breached a term of this Agreement and have failed to rectify the breach within 7 business days of the date of Xtreme Online Solutions providing you with written notice of the breach; or
  3. with immediate effect for any breach we consider, at our sole discretion, to be serious or persistent;
  4. with immediate effect if you are placed into receivership, official management, liquidation, you enter into any arrangement with your creditors, you claim to be or likely to become insolvent or you cease or threaten to cease to trade.
3. Upon termination of this Agreement for any reason all licenses and rights of access granted under this Agreement shall immediately terminate and you agree that Xtreme Online Solutions will not be liable to pay you any refund, in part or whole, of the Xtreme Online Solutions Fees.
4. Without limiting the other provisions in this clause 2, Xtreme Online Solutions reserves the right to suspend the Services for a breach of this Agreement until such time as you rectify the breach.
5. This Agreement automatically renews for further successive terms of the same duration as your minimum term. You may terminate this Agreement by providing written notice to Xtreme Online Solutions no less than 30 days prior to the expiry of each term.
6. You are not entitled to a refund, in part or full, of the Xtreme Online Solutions Fees you have paid in advance for the Services, notwithstanding you terminate your service prior to the end of the Term.

Your Responsibilities

1. Xtreme Online Solutions agrees to provide you with the Services on condition that you use the Services in accordance with:
  1. any applicable laws, relevant industry regulations, guidelines and standards; and
  2. Xtreme Online Solutions policies and guidelines as Xtreme Online Solutions notifies to you from time to time.
2. You agree that you will not use the Services in connection with a website or business that stores, transmits or publishes material that may reasonably be considered to be illegal, defamatory, inflammatory or otherwise unlawful or tortuous or that may give rise to a third party claim against Webential Digilab.
3. You agree that you will not interfere with or disrupt the integrity or performance of the Xtreme Online Solutions Services including but not limited to by way of storing or transmitting code and or Malicious Code.
4. Xtreme Online Solutions takes reasonable measures to protect your account from computer viruses or other defects. However, you agree it is your responsibility to protect your account and your site by installing and implementing your own security and system checks such as using up-to-date anti-virus, firewall and anti-spyware software.
5. You agree to make appropriate and timely disclosures to your Clients that Xtreme Online Solutions supplies the Services to you independently and separate from your business and such supply does not constitute support or endorsement of your site or your business.

Payment Terms

1. You agree to pay all fees specified and notified from time to time (Xtreme Online Solutions Fees). Xtreme Online Solutions Fees are quoted in a number of currencies and are inclusive of GST where the Services are provided in Australia. (Please refer to clause 5 below).
2. You agree to pay the Xtreme Online Solutions Fees end of each month in return for Xtreme Online Solutions agreeing to supply the Services to you for the Term or any part of that Term.
3. In the event you fail to pay the Xtreme Online Solutions Fees by the due date, in addition to any other Xtreme Online Solutions rights and remedies, Xtreme Online Solutions may immediately suspend the Services by means including but not limited to disabling your password and or denying you access to your account until such time as you pay all outstanding Xtreme Online Solutions Fees.

Intellectual Property Rights

1. You acknowledge and agree that Xtreme Online Solutions and/or our licensors own all intellectual property rights in the Services including but not limited to any registered and unregistered trademarks, trade names, trade secrets, copyright, patents, data bases, licenses.
2. These Terms and Conditions do not have the effect of granting you intellectual property rights in, or in connection with, the Services that Webential Digilab provides.
3. You agree that you will not transmit, copy, publish, distribute, modify, improve or otherwise alter the Services, Webential Digilab or any material related to the Services or Webential Digilab, including but not limited to:
  1. copy any features, functions or graphics of Webential Digilab or the Services;
  2. copy, frame or mirror any part or content of the Services;
  3. reverse engineer the Services or; and
  4. access the Services or Webential Digilab in order to build a competitive product or service, or copy any features, functions or graphics of the Services.
4. This clause 5 survives termination of these Terms and Conditions for any reason whatsoever.

Mutual Confidentiality

1. A party (“Receiving Party”) must:
  1. keep confidential all information disclosed (whether orally or in writing or in any other form) by the other party “Disclosing Party”) which is identified as being confidential or which such party knows or ought to know is confidential, or any other information of a confidential nature brought to the attention of a party (“Confidential Information”);
  2. take all reasonable steps to secure and keep secure all Confidential Information coming into its possession or control and only use the Confidential Information for the purposes of performing, and to the extent necessary to perform, its obligations under this Agreement.
2. The restrictions in clause 8.1 do not apply to the extent that the Confidential Information:
  1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
  2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
  3. is received from a third party without breach of any obligation owed to the Disclosing Party.
  4. was independently developed by the Receiving Party.
3. Except as otherwise permitted in writing by the Disclosing Party:
  1. the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and
  2. the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement.
4. You must comply with the Privacy Act 1988 (Cth), all other applicable privacy and spam legislation, all guidelines issued by the Office of the FederalPrivacy Commissioner and similar regulatory bodies, and all of our reasonable directions relating to personal information.
5. You must not, directly or indirectly use personal information collected in connection with the Services except to the extent and for the purposes for which the personal information was collected in connection with this Agreement.

No Warranties or Guarantees

1. Webential Digilab does not warrant or guarantee the delivery or availability or continuity of the supply of the Services or of any future functionality of the Services.
2. Webential Digilab does not warrant or guarantee the functionality of Webential Digilab’s ability to service your chat or interact with your Clients, or that the Services will be uninterrupted or error free.
3. Webential Digilab does not guarantee or warrant that its supply of the Services will generate any increase in sales, business activity, profits, clicks to your site, exposure or prominence of your business or site.
4. Except as expressly and specifically provided in this Agreement (and subject to any requirements at law):
  1. you assume sole responsibility for results obtained from, or in reliance on, the use of, or access to, the Services by you or anyone else, and for conclusions drawn from such use or access. Webential Digilab assumes no liability for any damage caused by errors or omissions in any information or instructions arising as a result of supplying the Services;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;
  3. the Services are provided to you on an “as is” basis.

Limitation of Liability

1. Webential Digilab is not liable to you for any loss caused by any failure to observe the Terms and Conditions of this Agreement, where such failure is occasioned by causes beyond its reasonable control including Force Majeure Events.
2. You acknowledge that our ability to provide the Services is dependent upon your full and timely co-operation (which you agree to provide), and any other information and data provided by you or on your behalf. We will not be liable for any delays resulting from your failure to fulfil any of your obligations.
3. The provisions of the Competition and Consumer Act 2010 (Cth) (CCA) and all other relevant legislation which have the effect of implying conditions, terms and/or warranties are excluded to the extent permitted by law.
4. Your exclusive remedy against us for any claim relating to or concerning the Services supplied to you pursuant to this Agreement, is limited to:
  1. us supplying goods or performing services again;
  2. paying the cost of having the services supplied again up to an amount equivalent to the Webential Digilab Fees for a one month period; or
  3. refunding the Webential Digilab Fee paid by you for the relevant Service.
5. You agree you are not entitled to any incidental, consequential or other damages, including but not limited to, damages for loss of profits, loss or corruption of data or information, loss of goodwill or reputation, for business interruption, loss or diminishing of traffic or search engine ranking, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence or negligent misrepresentation, and for any other pecuniary or other loss whatsoever, notwithstanding Webential Digilab fault, of tort (including negligence), strict or product liability, breach of contract or breach of warranty.
6. We do not assume any risk, in the interaction between Webential Digilab and the users or your Clients (whether via Webential Digilab or otherwise, nor any reliance on Webential Digilab and chats via Webential Digilab) by users or your Clients, or any act, omission, liability, cost, injury or death arising therefrom.
7. We do not provide any advice to end users of Webential Digilab, nor should Webential Digilab or the live chat software or application be considered an emergency response, advice, support or educational tool (nor any similar function).
8. You are solely responsible for the contents of your site and Webential Digilab is not liable or accountable for your site contents.

Indemnity

1. You agree to indemnify and keep indemnified Webential Digilab against any third party claim against Webential Digilab for any loss, damage or liability that arises in connection with providing you the Services in accordance with these Terms and Conditions.

Waiver and Amendment

1. Any waiver, amendment or variation of this Agreement must be in writing and signed by all the parties.
2. Any waiver by any party to a breach of this Agreement shall not be deemed to be a waiver of a subsequent breach of the same or a different kind.

Severance

1. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, it shall be severed from this Agreement and the other provisions shall remain in force to the extend they are workable in the absence of the severed provision.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Assignment

1. You must not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without obtaining Webential Digilab’s prior written consent.
2. Webential Digilab reserves the right to assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement at any time without notice to you.

Data Protection

1. Webential Digilab doesn’t hold or store any of your data including but not limited to chat transcripts or customer’s information locally or in the cloud.
2. Our agents use Livechat Inc software https://www.livechatinc.com and terms and conditions of Livechat Inc applies in terms of it processing and storing your data.
3. Our security standard is as below
  1. Secure work environments and workflow systems that prevent unauthorised access and copying of your personal information.
  2. Secure server and closed network environments.
  3. Virus scanning tools.
  4. Management of access privileges, to ensure that only those who really need it can see your personal information.
  5. Ongoing training and security reviews.
  6. We don’t save, store or backup any personal information after the chat.
  7. When personal data is deleted this is done safely such that the data is irrecoverable.