Terms & Conditions
V2.2 - last updated 25 June 2021
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”). In these Terms & Conditions, we, our and us means StoreConnect Pty Ltd [ABN 43647990725] of Level 32, 101 Miller Street, North Sydney NSW 2030. Please feel free to contact us on firstname.lastname@example.org or by telephone to +612 8019 7233 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 liability.
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 are 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 StoreConnect Services unless you have subscribed to StoreConnect and 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 StoreConnect Services in the manner described in the StoreConnect documentation. If you do not have a StoreConnect Account you cannot use StoreConnect or StoreConnect Services.
Installing StoreConnect: If you install StoreConnect, you will be deemed to have subscribed to StoreConnect and 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; 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.
Eligibility: You may not install 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 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 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. 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 during subscription). 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 for the following 12 month period. Each month, your actual Shared Success Fees will be applied against any amount prepaid and not yet exhausted, until it it exhausted or the 12 month period has expired. 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 amount estimated by us which will be the prepaid amount for the following 12 month period based on previous usage starting from the date your prepayment was exhausted which you must promptly pay (within 14 days of request by us). All Service Charges are payable in the manner specified on our Pricing page 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 value of the total orders created through StoreConnect during that month. Any orders or quotes that were placed 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. This total is then multiplied by the shared success fee percentage of the StoreConnect plan that you are subscribed to, in 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 value of the Inapplicable Order.
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; (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 page 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 on our Pricing page, we will automatically charge an extra amount specified on our Pricing page, 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 invoice.
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.
Section 2 – StoreConnect Implementation and Development
StoreConnect can be self-installed in the manner described in the StoreConnect documentation. You can also engage a StoreConnect Partner to assist you with your implementation of StoreConnect.
StoreConnect also offer the following design and development services:
- Custom Development where we build software to handle specific requirements that are unique to a StoreConnect Subscriber. These are quoted and delivered to a specification and billed at our full rates. Any ongoing bug fixing on this code is billed directly to the StoreConnect Subscriber.
- 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.
- Theme Development where we implement theme customisations or a unique store theme for a specific StoreConnect Subscriber and any ongoing design or development is billed to the customer.
Custom Development and Theme Development are only available on certain plans as specified on our Pricing page. Only StoreConnect Subscribers request who are on a plan that includes those development services may obtain them from us.
All implementation and development services that you engage us to carry out are either subject to negotiation of a Statement of Work or are purchased in prepaid blocks of hours which we will use subject to your approval. If you purchase prepaid blocks of hours we will request your approval on any time estimates before using these blocks of hours and provide access to you as to how those hours have been used.
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 on our Pricing page are available at least 99.9% of the time (calculated monthly). The availability of the StoreConnect Services excludes any failure or interruptions caused by Salesforce, our hosting providers or other third parties that are outside of our reasonable control.
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 on our Pricing page and/or described in the StoreConnect documentation, and any planned and unplanned maintenance of StoreConnect and our hosting providers.
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 where 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.
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. 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 or any of our suppliers incur in respect of any claim that: (a) any of your StoreConnect Subscriber Data is lost, unavailable or corrupted; and/or (b) the transmission, storage, processing, disclosure or access to any of your StoreConnect Subscriber Data 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 our Acceptable 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 or have any liability for any loss of 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, 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 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)) 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 - Liability
Our Liability: Our liability under these Terms & Conditions is limited in a few different ways: First, we are not liable for all or any claims made in excess of the amount of the Service Charges that you pay us in the aggregate; second, we will not have any liability for any matter beyond our 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 our reasonable control, adverse weather events and labour disputes; third, we will not be liable for loss of profits, loss of revenue, 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 we were 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 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. Our liability is also limited or excluded in other ways, as set out in these Terms & Conditions.
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 cannot transfer your rights under these Terms & Conditions, and 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.
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: You must not assign, transfer, license or novate your rights or obligations under these Terms & Conditions without our prior written consent. We may assign, transfer, license or novate our rights or obligations under these Terms & Conditions at any time.
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 email@example.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.
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.