Terms & Conditions

V6.4 - last updated 13th of May 2024

StoreConnect is a Salesforce eCommerce solution built on and for Salesforce. It allows certain information in your Salesforce subscription, such as customer data, orders, products, pricing, promotions and stock, to also appear in your StoreConnect eCommerce solution. Check out our website for further information about the features of StoreConnect.

The terms and conditions set out on this webpage (“Terms & Conditions”) explain what you can expect from StoreConnect and what your rights and responsibilities as a StoreConnect subscriber are. If you wish to subscribe to StoreConnect, you must accept these Terms & Conditions. If you apply to become a StoreConnect Subscriber, these Terms & Conditions are a legally binding agreement between you and us that govern your subscription to StoreConnect and the services that we make available to you through StoreConnect (“StoreConnect Services”). If you do not agree to these Terms & Conditions, you are not permitted to access StoreConnect in any manner. Unless we otherwise agree in writing, no other terms or conditions other than these Terms & Conditions shall apply to our commercial relationship with you.

By applying to become a StoreConnect subscriber (“StoreConnect Subscriber”), you will be deemed to have confirmed that you have read and understand, and wholly and unconditionally agree to be legally bound by, and accept, these Terms & Conditions. We may modify or replace these Terms & Conditions from time to time. If you are a StoreConnect Subscriber, we will notify you of the update using the administrator email address in your StoreConnect subscription account (“StoreConnect Account”) and the update will take effect upon renewal of your subscription. In these Terms & Conditions, we, our and us means StoreConnect Pty Ltd [ABN 43647990725] of Level 22, 180 George St, Sydney, NSW, 2000, Australia. Please feel free to contact us on info@getstoreconnect.com or by telephone to +612 8365 2308 if you have any questions about StoreConnect.

These Terms & Conditions are divided into six sections. Firstly, we set out below in Section 1, the terms and conditions that apply to the StoreConnect subscription process and information about our different subscription plans. In Section 2 we cover the implementation and development of the StoreConnect solution. In Section 3, we cover StoreConnect Services availability. In Section 4, we set out your general responsibilities and obligations that apply as a StoreConnect Subscriber. Section 5 deals with intellectual property rights and section 6 addresses data privacy. Section 7 deals with liability, Section 8 includes terms about StoreConnect Partners and Section 9 includes general provisions.

In these Terms & Conditions, StoreConnect means the StoreConnect platform described on our website and includes any updates, upgrades, enhancements and new modules thereto released by us from time to time.

If you would like to become a StoreConnect Enterprise customer, please contact us if you wish to discuss any proposed amendments to these Terms & Conditions.

Section 1 – Subscribing to StoreConnect

StoreConnect Subscriptions: You cannot access or use StoreConnect Services unless you have subscribed to StoreConnect in accordance with an order form prepared by us that is executed by you and received by us by any expiry period specified in the order form (Order Form) or you subscribe on a month-to-month basis via an online process approved by us (Online Signup) and you have a current and fully paid up StoreConnect Account. StoreConnect Subscribers with a valid and fully paid up StoreConnect Account have a non-exclusive, non-assignable, non-sublicensable, revocable right to access and use StoreConnect Services in the manner described in the storeconnect documentation. If you do not have a StoreConnect Account you cannot access or use StoreConnect or StoreConnect Services.

Installing StoreConnect: If you install or subscribe to StoreConnect, you will be deemed to have irrevocably represented and warranted to us that: (a) you installed and subscribed to StoreConnect on behalf of and with the authority and consent of the business entity whose Salesforce account you are logged in under at the time of installation; and (c) that you have the authority to bind that business entity to these Terms & Conditions. You and that business entity are jointly and severally liable for any breach of these Terms & Conditions by you or that business entity and in these Terms & Conditions, a reference to “you” is a reference to both you and that business entity.

Month-to-Month Subscription: If you have subscribed to StoreConnect on a month-to-month basis, your subscription will renew and you must pay the Service Charges each month on the same day of the month that you subscribed, until your subscription is terminated by either party giving 30 days prior written notice to the other party or it is otherwise terminated in accordance with these Terms & Conditions.

Other Subscriptions: If you have subscribed to StoreConnect, other than on a month-to-month basis, your subscription will end upon expiry of the subscription period specified in the Order Form (or upon expiry of the last renewal period specified in the Order Form, if and where applicable), unless it is terminated earlier in accordance with these Terms & Conditions.

Free Installation Period: You may be eligible to receive a free installation period for your StoreConnect subscription. Your eligibility to receive any free installation period, and the length of the free installation period is at our full discretion. Any free installation period granted to you (if any) will be expressly specified in the Order Form (Free Installation Period). If a Free Installation Period applies, unless otherwise specified in the Order Form, it will only apply immediately after the end of the subscription period specified in the Order Form (Initial Subscription Period). After the end of the Initial Subscription Period, during the Free Installation Period, all Shared Success Fees and other fees and charges specified in the Order Form (other than Subscription Fees) will be payable. On expiry of the Free Installation Period, all annual and monthly Subscription Fees in respect of the period following expiry of the Free Installation Period shall again become payable (and all Shared Success Fees and any other fees and charges will continue to be payable) in accordance with the Payment Terms. To avoid any confusion, the Order Form will specify the due dates for payment of the Subscription Fees during the Initial Subscription Period and thereafter, including, where applicable, the due dates after any Free Installation Period. The commencement date of the first Renewal Subscription Period may be adjusted to take into account the Free Installation Period; if so, this will be specified in the Order Form and each subsequent Renewal Subscription Period will commence on the relevant anniversary of that revised commencement date having regard to the length of the Renewal Subscription Period. If the Order Form specifies that your subscription will renew one or more times after the initial Subscription Period for any period of time (each, a Renewal Subscription Period).

The following terms as set out in the Order Form have the following meanings:

“Start Date” means the date on which the Agreement becomes effective.

“End Date” means the date on which the Initial Subscription Period (as that term is defined in the Order Form) expires.

“First Renewal Date” means the date on which your subscription will renew, upon expiry of the Initial Subscription Period, for the first Renewal Subscription Period (taking into account any Free Installation Period, if applicable). .

Eligibility: You may not install or subscribe to StoreConnect unless: (a) you are over the age of 18 and have the capacity to enter into legally binding contracts and have been authorised by any business entity whose Salesforce account you are logged in under at the time of installation to agree to and accept these Terms & Conditions; and (b) have a valid paid or trial Salesforce subscription with a Salesforce Org including at least one Sales Cloud Enterprise licence. Your StoreConnect Subscription does not include any licence or right to use Salesforce. You cannot use or access StoreConnect unless you comply with these Terms & Conditions and you procure a right to use Salesforce under a separate agreement between you and Salesforce.

Account verification: You must ensure that you provide a valid email address to us when installing StoreConnect. The installation key required for you to install StoreConnect will be sent to the email address you provide and we are not responsible for any installation issues as a result of your failure to provide a valid email address. We may reject your subscription on StoreConnect if the email address is not so verified, or where you do not satisfy any of our other StoreConnect Account eligibility criteria. If any of your contact details or other information change, you must promptly update those details in your StoreConnect Account with your up-to-date details and information.

Access Credentials: You must not provide your StoreConnect Account name or password to any person. You are solely responsible for the confidentiality of your username and password and any use of your StoreConnect Account (including unauthorised use). You must immediately notify us if you become aware of any unauthorised use of your StoreConnect Account.

StoreConnect Subscriber plans and Service Charges: You must pay the fees and charges for the plan selected during your installation of StoreConnect (“Service Charges”), plus any applicable taxes. Service Charges are made up of two components – a Subscription Fee and a Shared Success Fee (as defined below). The Subscription Fee is payable on either a monthly or annual basis (depending on the plan you select when subscribing to StoreConnect). Shared Success Fees are payable on a monthly basis for the previous month or, when agreed by us, a prepayment of the Shared Success Fees billed in advance. If you have made a prepayment of the Shared Success Fees, each month, your actual Shared Success Fees will be applied against any amount prepaid and not yet exhausted, until it is exhausted. Should your actual monthly Shared Success Fees at any time exceed the balance of any amount prepaid, you will be required to prepay a new prepaid amount which you must promptly pay (within 14 days of request by us). All prepaid Shared Success Fee charges will be a minimum of $1,000 USD equivalent in your billing currency or the previous 3 months of your actual Shared Success Fee charges, whichever is greater. All Service Charges are payable in the manner specified on our Pricing or as otherwise agreed in writing by you and us (“Payment Terms”). You are responsible for the collection and payment of all taxes that are required to be collected and paid in connection with any transaction that is performed on your eCommerce store.

Shared Success Fee: Each month we will calculate the sum of the fiat currency value of the total orders created through your StoreConnect Account during that month. Any orders or quotes that were placed on your StoreConnect Account via StoreConnect, StoreConnect API or the StoreConnect Point of Sale system that completed checkout, regardless of if payment was received, will count towards this total. For the avoidance of doubt, any orders or quotes made that do not use the StoreConnect, StoreConnect API or the StoreConnect Point of Sale system to complete the checkout or any payment will not be included in this total. If an order was placed on an e-commerce store set up on your StoreConnect Account to allow shoppers to purchase with a combination of points or fiat currency, the total will be calculated using the fiat currency value of the items in the cart that completed checkout on your StoreConnect Account. If any item in a cart that completed checkout via StoreConnect is “points-only” and that item is not also available for purchase in a fiat currency on the same e-commerce store, or the store only provides for points-only purchases, then such item will be converted to a fiat currency value using the applicable Points to Fiat Currency Conversion Rate. If any item in a cart that completed checkout is “points only” and that item may be purchased in a fiat currency on the same store, then such item will be converted to a fiat currency value using the fiat currency value for which that item may be purchased on the same store. The fiat currency value of the total orders created through your StoreConnect Account during that month is then multiplied by the shared success fee percentage of the StoreConnect plan that you are subscribed to, in order to determine the amount of the shared success fee payable by you for that month (Shared Success Fee). Any orders placed via StoreConnect during the month that are duplicates (due to shopper error) and any orders placed via StoreConnect during the month as a result of a verified system error will be excluded from the order total calculation for that month (each, an Inapplicable Order). To remove a detected Inapplicable Order from the calculation of the Shared Success Fee you must notify StoreConnect support within 30 days of the Inapplicable Order being placed via StoreConnect. If the Shared Success Fee has already been invoiced to you by the time you notify us of the Inapplicable Order, the subsequent invoice issued to you for a Shared Success Fee will be reduced by the value of the Inapplicable Order.

Points to Fiat Currency Conversion Rate: Should an e-commerce store on StoreConnect at any time offer an item that is only available for purchase on the store using points, then a conversion rate for the purpose of ascribing a fiat currency value to points-only purchases must be agreed between us and you. Such conversion rate shall be agreed between the parties and specified on the Order Form in respect of each fiat currency that you accept in the store. The parties agree to use reasonable endeavours to agree a reasonable conversion rate by reference to the average of a random set of 10 items’ points values (or all the items for sale in the store, if there are less than 10 items offered), divided by those same items’ recommended retail prices when not on sale or subject to discount, to arrive a conversion rate. You agree that each Points to Fiat Currency Conversion Rate shall be reviewed by the parties at least annually and we can request a review of any Points to Fiat Currency Conversion Rate at any time during your Subscription.

Currency: All Services Charges and other fees and charges set out in the Order Form or on our Pricing page are to be paid in the currency specified on the Order Form or on our Pricing page (as applicable). To the extent of any inconsistency between an Order Form that we issue to you and that you execute and return to us, and our Pricing page, the Order Form prevails. Where the Order Form does not specify a currency or you have subscribed via an Online Signup, all amounts are payable to us in United States Dollars (USD). In respect of currency conversions (where applicable): (1) all currency conversions are calculated at the date of billing or invoicing by us, in each case at the relevant rate set out at openexchangerates.org (other than in respect of Shared Success Fees); and (2) conversions in respect of Shared Success Fees will be calculated as per the openexchangerates.org rate applicable at the time that the Shared Success Fees are incurred.

Cap on Subscription Fee and Shared Success Fee Rate Increases: We may increase our Subscription Fees, Shared Success Fee rates and other fees and charges at the commencement of each Renewal Subscription Period. We will not otherwise increase your Subscription Fees or Shared Success Fee rates during the Initial Subscription Period or any then current Renewal Subscription Period. However, if you have subscribed to StoreConnect via an Order Form on one of our standard plans as found on our Pricing Page, and you renew your subscription at the beginning of each Renewal Subscription Period for the same subscription Plan specified in the Order Form, and in each case for a period at least as long as the Initial Subscription Period set out in the Order Form (Fee Cap Conditions), we agree to limit any increase of the Subscription Fees and Shared Success Fee rates at the beginning of each Renewal Subscription Period as follows:

a) the Subscription Fee will be subject to an increase of no more than 5% over the Subscription Fee that was payable in the previous subscription period; and

b) the rates listed in the Order Form in respect of Shared Success Fees (rate per order) will each be limited to an increase of no more than 5% as compared to the rates that were payable in the previous subscription period.*

*You acknowledge that the total monthly Shared Success Fees calculated by multiplying the Shared Success Fees rates per order by the value of the relevant transactions in any month may still be greater than 5%.

In the event that the Fee Cap Conditions are not met, increases in our Subscription Fees, Shared Success Fee rates and other fees and charged at the commencement of each Renewal Subscription Period will:

a) in respect of subscriptions via Order Forms, be subject to negotiation; and

b) in respect of subscriptions via Online Signups, be as specified by us from time to time on our Pricing page at least 30 days in advance.

Non-payment of Service Charges: Failure to pay any Service Charges or other amounts owed by you to us will result in the following actions in increasing escalation: (1) Temporary removal of access to the StoreConnect package and removing your ability to see new orders from your customers arriving; (2) Shutting down of your eCommerce store and removing the ability of your customers to use your website; (3) Deletion of all of your StoreConnect Subscription Data including media, customer & transaction data and all other uploaded information relating to your eCommerce store, except to the extent that we are unable to delete such data under applicable law; (4) Suspension or termination of your StoreConnect Account and legal action to recover any outstanding Service Charges or other amounts owed. If your StoreConnect Subscription Data is deleted or your StoreConnect Account is suspended or terminated, you must pay to us an access restoration fee specified on our Pricing to reactivate your StoreConnect Account (which for the avoidance of doubt, will not provide you with access to the deleted StoreConnect Subscription Data) and pay all Service Charges annually in advance thereafter.

StoreConnect Plan Inclusions: Our StoreConnect subscription plans include certain limits (for example, limited database, or CDN usage). If you are a StoreConnect Subscriber and you exceed the usage limits allocated to your plan specified in our Pricing, we will automatically charge an extra amount as specified in our Pricing, and thereafter that extra amount will be payable each month of your subscription (in addition to the Service Charges) if you are on a monthly plan, or where you are on an annual plan, we will issue an invoice to you for the balance of the year. You must pay all such extra amounts within 30 days of the date of any invoice.

Third party software procured for your convenience: Where you and us expressly agree that we will procure, for your convenience only, a third party software product or service (the Third Party Product), the following terms and conditions will apply: (a) we will use our best endeavours to procure the Third Party Product for your convenience; (b) you agree to comply with the terms and conditions of the Third Party Product owner, vendor, distributor or reseller (as amended from time to time by them), as if you were bound by them (as amended from time to time); (c) we will have no liability to you for any non-performance of the Third Party Product or otherwise for any act or omission of any owner, manufacturer, vendor or operator of the Third Party Product (Third Party Product Liability); (d) you hereby release and forever discharge us for all and any Third Party Product Liability; (e) you agree that you will not bring any claim against us in respect of the Third Party Product and/or in respect of any Third Party Product Liability in any circumstances; (f) to the fullest extent permitted by law, you shall indemnify, defend and hold harmless us and our parents, subsidiaries and affiliated entities, and all of our and their shareholders, partners, members, directors, officers, managers, employees and agents (Indemnified Parties) from and against any and all claims, demands, damages, liabilities, expenses or attorney fees incurred by the Indemnified Parties that arise out of or are in any way related to the Third Party Product (collectively Indemnified Claims), including but not limited to: (i) providing a defence and paying all attorney fees, costs and other expenses incurred by the Indemnified Parties in connection with any suit, arbitration, mediation or other proceeding arising out of Indemnified Claims; and (ii) paying any and all judgments, fines, costs, fees or other liabilities incurred by the Indemnified Parties in connection with Indemnified Claims; and (g) you will pay a service charge to us in an amount and that is subject to payment terms, agreed in writing by you and us.

Support and Maintenance: Each StoreConnect Subscription comes with free upgrades and updates to StoreConnect that we release generally to all of our StoreConnect subscribers, but only for subscribers who have current and paid up StoreConnect Subscriptions. We will notify you if we release an upgrade or update to StoreConnect generally to all of our StoreConnect Subscribers. An “upgrade” is a version of StoreConnect that includes new features. An “update” is a version of StoreConnect that includes bug fixes or security updates. All StoreConnect Subscribers are entitled to receive one free upgrade of the StoreConnect package per year. All other upgrades will incur a charge quoted by us for each upgrade.

Upgrades: Software updates to your StoreConnect service will be deployed from time to time to improve the functionality of your store as well as address any performance or security issues we identify. If you are on a Large or Enterprise plan you can optionally request that we give you notice of when these upgrades are due to happen and we will work with you to schedule an appropriate time to implement these upgrades for you within 30 days of our notification that we intend to perform an upgrade or within 7 days if it is a security issue.

Maintenance Windows: Occasionally there will be maintenance required on your StoreConnect hosted pages that is unavoidable as it is enforced from our hosting provider, and these maintenance windows can be set to a specific period at your request and usually last 10-60 seconds when they occur.

Section 2 – StoreConnect Implementation and Development

StoreConnect can be self-installed in the manner described in the StoreConnect documentation.

If you need assistance with your implementation, you can engage a StoreConnect Partner to assist you with your implementation of StoreConnect. Please see Section 8 regarding your engagement of any StoreConnect Partner.

StoreConnect also offer Accelerated Development where we build additions to the software that form part of the core system that we are planning to build in the future. StoreConnect Subscribers who pay for this get a 50% discount on this development and any ongoing bug fixing is paid by us.

As part of our development services, you may engage us to develop a theme for your eCommerce store (Theme Development). Unless otherwise agreed in writing by you and us:

  • all IPR in any themes we develop, customise or enhance for you are owned solely by us;
  • you irrevocably consent to the infringement by us and any third party we authorise, of all Moral Rights (as that term is defined in the Copyright Act 1968 (Cth)) and any similar rights anywhere in the world, that you may have in any themes we develop, customise or enhance for you;
  • we reserve the right to make all or any themes developed, customised or enhanced by us available for use by all or any of our other customers, including via our github account or in any other way deemed appropriate by us;
  • Theme Development does not include any of the following services:
    • set up or migration of product or pricing information;
    • any content setup or migration, whether from an existing site or otherwise;
    • data entry or setup;
    • any design of specific pages of your e-commerce store;
    • anything (including any work in your Salesforce org) beyond developing, customising or enhancing a theme, installing the theme, uploading your logo and setting the fonts and colours (as per the storeconnect documentation).

All development services that you engage us to carry out are either subject to negotiation within your StoreConnect Order. Please contact us if you require a quote for Theme Development or any of our other development services.

Section 3 - StoreConnect Services Availability

If you are a StoreConnect Subscriber with a valid and fully paid up StoreConnect Account, we agree to use our best endeavours to ensure that the StoreConnect Services that are included in your plan as set out in our Pricing are available at least 99.9% of the time (calculated monthly), which is our Service Level Agreement (SLA). The SLA excludes any failure or interruptions caused by Salesforce, our hosting providers or other third parties that are outside of our reasonable control. If we fail to meet our SLA, you are entitled to a refund of your Subscription Fee for that month in ratio to the percentage of down time experienced during that month.

Maintenance Requirements: The availability of StoreConnect Services to you will be subject, in addition to any other provisions set out in these Terms & Conditions, to any technical and non-technical limitations or restrictions specified in our Pricing and/or described in the StoreConnect documentation, and any planned and unplanned maintenance of StoreConnect and our hosting providers.

Response Times: Our response time for support requests you place with us depend on the StoreConnect plan you are subscribed to as well as the severity of the support request. These response times and support request severity types are documented on the our Help site.

Data Integrity: Except in respect of any mandatory guarantees implied into these Terms & Conditions by law that cannot be contracted out of or excluded (“Non-Excludable Guarantees”), if any, we do not guarantee that StoreConnect, any StoreConnect Services or any StoreConnect Subscriber Data or access thereto will be uninterrupted or error-free. You hereby release us and must indemnify us in respect of any loss and damage that we may incur as a result of any claims and/or complaints that you or your customers may have against us in respect of any interruption, error or unavailability of StoreConnect, StoreConnect Services or any StoreConnect Subscriber Data.

Section 4 – Your Obligations

Responsibility for other users: We do not accept responsibility for the conduct of any third party. If you believe that any person has breached these Terms & Conditions please contact us. We are not a party to any transaction for the supply of goods or services advertised by you on your eCommerce store or otherwise. Any dispute you have with any of your customers is between you and them.

Responsibility for third party claims: You are solely responsible for and must indemnify us in respect of any loss and damage that we may incur in connection with any claims and/or complaints made by any third party to the extent that the claim is caused directly or indirectly by: (a) your use of StoreConnect; and/or (b) your eCommerce store, your goods and/or services or your advertising, sales and/or marketing practices (each, a Third Party Claim).

General restrictions: You may not use StoreConnect in any way except as permitted by the storeconnect documentation and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with our rights. Without limiting the foregoing provisions, you must not, under any circumstances, sell or resell access to StoreConnect or scrape, republish, mirror or otherwise rent, lend, lease, sell, redistribute, sublicense, copy or duplicate StoreConnect or any content you obtain via StoreConnect (other than your StoreConnect Subscriber Data). In addition, you must not, nor may you permit any person to: (a) copy, alter, modify, adapt, reproduce, republish, frame, translate, reverse assemble, reverse engineer, reverse compile, transfer, sell, license, create derivative works from or enhance StoreConnect and/or any content in StoreConnect (except any of your StoreConnect Subscriber Data) (except as expressly permitted by the Copyright Act 1968 (Cth)); (b) do any act that would or might invalidate or be inconsistent with our rights or those of our licensors; (c) use StoreConnect in any way that infringes our rights or the rights of any third party; (d) use StoreConnect to create any product or service that competes with StoreConnect; (e) take any steps to circumvent any technological protection measure or security measures in StoreConnect; or (f) use StoreConnect in any way that is in breach of our Acceptable Use Policy or any statute, regulation, law or legal right of any person.

No access to source code: The StoreConnect Services do not provide you with access to any source code in or underlying StoreConnect, including any source code in any custom development that we carry out for you. You must not take any step to access any such source code.

Responsibility for the lawfulness of your data: You must not enter any data into StoreConnect (including, for the avoidance of doubt, any images, text or other information about the products and services that are advertised on your eCommerce store) or disclose data to us, unless you are fully entitled and authorised to upload, input, transfer and disclose that data into StoreConnect and to us. You warrant that our collection, use, processing and disclosure of all data that you enter into StoreConnect or disclose to us (your “StoreConnect Subscriber Data”) will not breach any applicable law or right of any person where collected, used, processed or disclosed in connection with the StoreConnect Services or in order to comply with applicable law. If you are a StoreConnect Subscriber: (a) you license us on an irrevocable, non-exclusive, royalty-free, worldwide basis to use and publish your StoreConnect Subscriber Data via StoreConnect as required by us to provide you with StoreConnect Services; (b) you are solely responsible for the accuracy, legality and quality of your StoreConnect Subscriber Data and for obtaining any permissions, licenses, rights and authorisations necessary for us to use, host, transmit, store and disclose your StoreConnect Subscriber Data in connection with the provision of the StoreConnect Services; and (c) you are solely responsible for backing up and archiving your StoreConnect Subscriber Data. You must indemnify us in respect of any loss and damage that we incur in respect of any claim that our transmission, storage, processing, disclosure or access to any of your StoreConnect Subscriber Data in connection with the StoreConnect Services infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.

If we become aware that a StoreConnect Subscriber has entered StoreConnect Subscriber Data into StoreConnect or disclosed StoreConnect Subscriber Data in breach of our “Acceptable Use Policy” or these Terms & Conditions, we may, without prejudice to our other rights and without limiting the StoreConnect Subscriber’s obligations, remove that data and send an email to the StoreConnect Subscriber who uploaded or entered it explaining why it was removed. If you become aware of any content that you think breaches ourAcceptable Use Policy or these Terms & Conditions, please contact us.

Responsibility for backing up your data: Except where we expressly agree to provide backups, we shall have no responsibility for backing up your StoreConnect Subscriber Data.

Section 5 - Intellectual Property Rights

As between you and us, except with respect to certain third party open source components listed on our website, we own all copyright, trademarks, patents, designs, trade names and other intellectual property rights or forms of intellectual property, everywhere in the world and the right to apply to register and enforce all or any of the foregoing rights (together, “IPR”) in StoreConnect. These Terms & Conditions do not transfer or assign any IPR to you. Any IPR in any comments that you may provide to us in connection with StoreConnect or requests for new StoreConnect features (each, an “Improvement Suggestion”) becomes our sole and exclusive property immediately upon you uploading or posting that Improvement Suggestion to StoreConnect or otherwise providing the Improvement Suggestion to us, and you hereby assign all IPR in all and any such Improvement Suggestions to us effective as soon as you provide each Improvement Suggestion to us or upload or post an Improvement Suggestion to StoreConnect, pursuant to section 197 of the Copyright Act 1968 (Cth) and in equity. You irrevocably consent to the infringement by us and any third party we authorise, of all Moral Rights (as that term is defined in the Copyright Act 1968 (Cth)) and any similar rights anywhere in the world that you may have in any Improvement Suggestions.

You must not take any step to invalidate or prejudice our (or our licensors’) IPR in StoreConnect or otherwise. Without limiting the foregoing provisions, you must not register any security interest or purchase money security interest, or otherwise encumber or charge your rights, in respect of your StoreConnect Subscriber Data or with respect to the rights granted to you by these Terms & Conditions to use StoreConnect.

Section 6 - Data Privacy

a. Ownership. all of your StoreConnect Subscriber Data is and will continue to be your property and under your control.

b. Use of your StoreConnect Subscriber Data. Other than in the course of providing the StoreConnect Services, StoreConnect will not use, disclose, compile, transfer, sell your StoreConnect Subscriber Data (which shall include any data hosted by StoreConnect of any of your customers who accesses your e-commerce site and/or any portion thereof) to any third party or other entity or allow any other third party or other entity to use, disclose, compile, transfer or sell Your data and/or any portion thereof without a court order or lawfully issued subpoena. StoreConnect shall notify you in advance of a compelled disclosure of your StoreConnect Subscriber Data to a third party, unless legally prohibited.

c. Data Security. StoreConnect agrees to abide by and maintain adequate data security measures, consistent with industry standards and technology best practices, to protect your StoreConnect Subscriber Data from unauthorized disclosure, use, acquisition, destruction, and modification.

d. Security Protocols. StoreConnect agrees to maintain security protocols that meet industry best practices in the transfer or transmission of any your StoreConnect Subscriber Data, including by using best endeavors to ensure that data may only be viewed or accessed by parties legally allowed to do so. StoreConnect shall maintain all data obtained or generated pursuant to these Terms & Conditions in a reasonably secure computer environment and to not copy, reproduce, or transmit your StoreConnect Subscriber Data obtained pursuant to these Terms & Conditions, except as necessary to provide the StoreConnect Services or as required by applicable law.

e. Encryption. StoreConnect will host your data using standard encryption services supplied as part of our hosting provider including, with respect to your StoreConnect Subscriber Data that is not publicly available, at Rest encryption of the database containing your StoreConnect Subscriber Data. For avoidance of doubt, any of your StoreConnect Subscriber Data that is publicly available via the StoreConnect service may not be encrypted.

f. Security Technology. When the StoreConnect Services are accessed using a supported web browser, Secure Socket Layer (“SSL”), or equivalent technology shall be employed to protect your StoreConnect Subscriber Data that is not publicly available from unauthorized access.

g. Notice of Data Breach. StoreConnect shall give prompt written notice to you within 72 hours of its knowledge of any security breach that may or does impact your StoreConnect Subscriber Data hosted by StoreConnect or of any unauthorized third-party use or disclosure of your StoreConnect Subscriber Data via the StoreConnect Services. Such notice shall include, at a minimum, the following information: 1) A list of the types of your StoreConnect Subscriber StoreConnect Subscriber Data that were or are reasonably believed to have been the subject of a breach; 2) the date or estimated date of the breach, if known; 3) whether law enforcement has been engaged; and 4) a description of the breach incident. You and we will cooperate with each other in connection with the resolution of an applicable data breach.

Section 7 - Liability

Your and Our Liability: Liability under these Terms & Conditions is limited in a few different ways: First, except for liability under any indemnity contained in these Terms & Conditions, any wilful breach or misconduct or any breach of IPR, each party will not be liable for all or any claims made in excess of the amount of the Service Charges that you pay us in the aggregate; second, each party will not have any liability for any matter beyond its reasonable control such as for third party software failures, telecommunications network faults, non-performance or interruptions of third party software, hardware failures, service failures caused by third parties (including failures of Amazon or Salesforce services) that are outside of a party’s reasonable control, adverse weather events and labour disputes; third, except in respect of any wilful breach or misconduct or any breach of IPR, each party will not be liable for loss of profits, loss of revenue (except due to non-payment of any Service Charge or other amount owed by you to us), loss of or unauthorised access to or alteration, deletion of, or failure to store, content or data, or for loss of goodwill, or other indirect or consequential losses even if a party was advised of the possibility or likelihood of those losses; fourth, we will not be liable for software bugs, non-performance or downtime of software, applications or hardware in your applications or as a result of any misconfiguration of StoreConnect by you or any third party or use of StoreConnect contrary to any user guides or other documentation that we provide; and fifth, for any breach by us of any mandatory guarantee that cannot be contracted out of or otherwise excluded by law, our liability will be limited to one or more of the following as determined by us: if the liability concerns goods, (i) the replacement of the goods, or the re-supply of the goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and if the liability concerns services: (i) the supplying of the services again; or (ii) the payment of the cost of supplying the services again. All implied warranties of any kind are excluded, except to the extent that such warranties cannot be excluded by applicable law.

Section 8 – StoreConnect Partners.

StoreConnect may from time to time, refer you to third parties who provide StoreConnect implementation services (StoreConnect Partner). You are not required to engage any StoreConnect Partner, whether or not they were referred to you by us, for any of their products and/or services. You agree that:

a. if we refer a StoreConnect Partner to you, we do so for your convenience only, and any referral we make is not an endorsement, approval, support or warranty of or in respect of the StoreConnect Partner, or of their products and/or services of any kind, whether or not they are designated by StoreConnect as “certified” or otherwise;

b. we do not control any StoreConnect Partner, cannot influence the conduct of any StoreConnect Partner and any supply of products and/or services by the StoreConnect Partner is not supervised by us, subject to any agreement we have entered into with a StoreConnect Partner;

c. you must conduct your own due diligence to ensure the products and/or services provided by a StoreConnect Partner meet your requirements;

d. any products and/or services supplied by a StoreConnect Partner will be subject to a separate agreement between you and the StoreConnect Partner, including any fees, charges and costs agreed upon by you and the StoreConnect Partner. We are not a party to an agreement between you and the StoreConnect Partner;

e. we are not, and you will not hold us responsible or liable for any acts, omissions, delays, or negligence of the StoreConnect Partner; and

f. we have not entered into any legal partnership with StoreConnect Partners. The use of the word ‘partner’ by reference to any StoreConnect Partner is for convenience only.

Section 9 – General.

Advertising: Upon your prior written permission, we may list you as a client on our website and in our other marketing materials.

Relationship: Unless we otherwise expressly agree in writing to do so, we do not work as employees, partners or in any other form of relationship with our clients other than as independent contractors. Under these Terms & Conditions we are an independent contractor, and these Terms & Conditions will not be deemed to create any agency, employer-employee relationship, partnership, or joint venture between you and us. You are responsible for your use of our services and for any other person that uses any of the services we provide to you.

Non-Solicitation of Employees: Our employees are important to us. Neither party may employ, engage or entice away from employment with the other party any person who is an employee of such party who the soliciting party had any dealings with during the term of your StoreConnect Subscription. This restriction lasts for 6 months after termination or expiry of your StoreConnect Account.

Termination of your StoreConnect Account by us: We may terminate your StoreConnect Account: (a) if (i) you commit an act of bankruptcy or are declared bankrupt or insolvent or your estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency; (ii) a resolution is passed or Court order made for you to be wound up or an administrator is appointed to you pursuant to any relevant law; (iii) a receiver or manager or receiver and manager is appointed to your assets or undertakings or any part thereof; or (iv) you are unable to pay your debts as and when they fall due; or (b) if you breach our IPR; (c) if you commit any breach of these Terms & Conditions that is incapable of remedy; (d) if you breach our Acceptable Use Policy; (d) if you do not pay the Service Charges in accordance with the Payment Terms; (e) you commit any breach of these Terms & Conditions that is capable of remedy that is not remedied within 7 days of notice from us; or (f) at any time on 6 months’ notice.

Termination of your StoreConnect Account by you: You may terminate your StoreConnect Account at any time by removing StoreConnect from your Salesforce Org and notifying us. Any Subscription Fees paid prior to termination are to the extent possible by law, non-refundable and all outstanding Service Charges and any other fees and charges shall be immediately due and payable by you to us.

What happens after termination: When your StoreConnect Subscription or StoreConnect Account is terminated: (1) your right to use StoreConnect will automatically cease, removing your ability to see new orders from your customers arriving; (2) we will shut down your eCommerce store, remove the ability of your customers to use your website; and (3) after the 30-day period following termination of your StoreConnect Subscription or StoreConnect Account, we will promptly delete and/or destroy all of your StoreConnect Subscriber Data and any copies thereof (which includes media, customer & transaction data and all other uploaded information relating to your eCommerce store) in our possession or control, without notice to you. If you wish to obtain Your StoreConnect Subscriber Data prior to that time, you must make a request for us to export your StoreConnect Subscriber Data prior to the expiry of that 30-day period. We will only agree to export your StoreConnect Subscriber Data if you have paid all outstanding Service Charges owed to us. Any rights or obligations that, by their nature, survive termination, shall so survive, including any provision of these Terms & Conditions that deals with Intellectual Property Rights, liability and jurisdiction.

Transfer of rights: Each party must not assign or novate its rights and/or obligations under these Terms & Conditions without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, each party may assign and/or novate its rights and/or obligations under these Terms & Conditions at any time in connection with any merger or acquisition or any restructure of its corporate group or any part of it, and in such circumstances the other party agrees to do all things and execute all documents reasonably required to give effect to such assignment and/or novation.

No refunds: We do not provide any Service Charges refunds except where we are required to provide a refund under applicable law.

Dispute Resolution: We would prefer to resolve disputes amicably rather than have our services terminated or either party waste time or money on legal action. If you have any problems with our services, please contact us. In our view, legal action, if it is ever necessary, should only be left as a last resort. If legal action is commenced, it may only be initiated in a court located in New South Wales.

Notices: Any notice may be issued by you to us or via us to you, via email. Notices must be sent to us at info@getstoreconnect.com and notices must be sent to the email address of your administrator as set out in your StoreConnect Account. An email will be deemed to have been received upon the sender’s receipt of a read receipt or delivery receipt or upon the sender receiving a reply to the email.

Severability: If any part of these Terms & Conditions is deemed invalid by a court of competent jurisdiction, the remainder of these Terms & Conditions shall remain enforceable.

Entire Agreement: These Terms & Conditions constitute the entire agreement between you and us and to the extent possible by law, supersedes all prior understandings, representations, arrangements and agreements between you and us regarding its subject matter.

Jurisdiction: These Terms & Conditions will be governed by and interpreted in accordance with the laws in force in New South Wales. You and we irrevocably submit to the exclusive jurisdiction of the courts situated in New South Wales and any court of appeal therefrom with respect to any dispute concerning these Terms & Conditions or any action taken by either you or us to enforce these Terms & Conditions.

In these Terms & Conditions, “includes”, “including” and similar words or expressions shall be interpreted as if followed immediately by the words “but not limited to” and a provision of these Terms & Conditions will not be interpreted against a party merely because the party or its legal representative prepared the provision.