The legal stuff
Terms of Service.
Last Updated: 3 May 2021
- This Terms of Service Agreement (this “Agreement”) is a legally binding agreement between you (the “user”, “you”) and 88 Miles Pty Ltd (“Pricebook”, “we”, “us”) and governs your use of what we refer to collectively as the “Pricebook™ Products”.
- The User acknowledges that they have read and understood and agree to the terms of this Agreement.
- Pricebook™ is a trademark of 88 Miles Pty Ltd and is also used throughout this Agreement when referring to the company.
- 88 Miles is a proprietary limited company registered in Australia, with company number 641 666 953 and whose registered office address is Suite 24, 3 Albert Coates Lane Melbourne Victoria Australia 3000.
In addition to terms defined elsewhere in this Agreement, the following words shall have the meanings set out below:
|Account||means the account created by the User, to enable the User to receive, and Pricebook to provide, the Pricebook™ Products, which can include the User’s name, email address, business and other contact details.|
|Confidential Information||means any information of a confidential nature (regardless of whether or not such information is recorded in any physical, electronic or other media) concerning either the User or Pricebook™ which is confidential, commercially sensitive and not in the public domain (whether or not marked confidential).|
|Credits||means usage credits allocated to the User as part of the User’s Plan or sold to the User as required, which allow the User to upload items of User Data to the Pricebook™ Products. Credits are allocated monthly according to the Plan, unless not associated with the Plan in which case they will be allocated on a one-time basis. The Plan credits should be used within a 1 month period from allocation and cannot be accumulated. Any credits not associated with the Plan will have their relevant expiration date indicated at the time of purchase.|
|Documentation||means the online materials, specifications or forms provided by Pricebook™ that describe the features, functionality or operation of the Pricebook™ Products.|
|Fees||means the fees payable by a User to access and use the Selected Pricebook™ Products in accordance with the User’s Plan from time to time.|
|Credentials||means information that a User provides to authenticate within Pricebook Products, such as by using username/password pair or a third-party authentication provider|
|Personal Information||has the meaning given to that term in the Privacy Act 1988 (Cth).|
|Plan||means the User’s selected Plan from time to time which may be a Free Plan, a Monthly Plan or a Tailored Plan. The details of each Plan including Fees and number of Credits included are available when the User registers for an Account and may be revised by Pricebook at any time by notice to the User.|
|Adapt||in relation to data means to change or modify the data in any way including by de identifying, extracting, digitizing, correcting, enhancing or compiling the data with other data.|
|Data||means all data and information which is uploaded to, relates to, or is contained in, the Pricebook™ Products, or is created by, or for Pricebook™, and for the avoidance of doubt includes any User Data which has been Adapted by, or for Pricebook™.|
|Pricebook™||is a trademark of 88 Miles Pty Ltd and is also used in this agreement as a reference to 88 Miles Pty Ltd.|
|Pricebook™ Intellectual Property||includes the Documentation, all material available on the Pricebook™ websites, applications and social pages, including layout design, data, graphics, articles, file content, codes, news, tutorials, videos, reviews, the Pricebook™ brand and logo and all associated trade marks, whether registered or unregistered, product and service names associated with the Pricebook™ Products.|
|Selected Pricebook™ Products||means those Pricebook™ Products which the User is entitled to receive and Pricebook™ has agreed to provide as part of the User’s Plan from time to time.|
|Subscription Period||does not apply to a Free Plan, means monthly for a Monthly Plan, and such other period agreed with Pricebook for a Tailored Plan.|
|Supported File Types||means PDF, .jpeg, .png, .jpg or any other file types that may be supported by the Pricebook™ Products in the future.|
|User Data||means each item that you upload to the Pricebook™ Products in the Supported File Type which may include receipts, bills, invoices or other purchase cost related documents and may contain Personal Information about the User.|
4. GRANT OF LICENSE
Subject to the User complying with this Agreement, Pricebook grants to the User and the User accepts, a non-transferable, non-exclusive, revocable license to access and use the Pricebook™ Products for the purposes set out in this Agreement and in accordance with the terms of this Agreement.
- The User is responsible for all activities that occur under their Account. The User shall not and not attempt to, or assist or permit another person to:
- Reverse engineer, disassemble or decompile any component of the Pricebook™ Products or otherwise attempt to discover any source code, underlying ideas or algorithms contained in the Pricebook™ Products.
- Interfere in any manner with the operation of the Pricebook™ Products.
- Use the Pricebook™ Products in any way that infringes another person’s intellectual property rights.
- Upload, post, email, or otherwise transmit worms, viruses, or any other computer file, code, or program designed to disrupt, interrupt, limit, or disable any of the functionality of the Pricebook™ Products, or any hardware, or telecommunications equipment.
- Access (or try to access) and use any of the Pricebook™ Products through any interfaces not provided by Pricebook™ or by any automated means, including, but not limited to, scripts, robots, or web crawlers.
- Allow a third party to access the Pricebook™ Products using their Account.
- Upload, post, transmit, store, or otherwise make available content that contains software viruses or any other computer code, files, or programs that could interrupt, destroy or limit the functionality of the computer software or hardware or telecommunications equipment of Pricebook™, its Users or partners, service providers or its affiliates.
- Upload post, transmit, store, or otherwise make available through the Pricebook™ Products, content that is unlawful, harassing, libelous, abusive, threatening, vulgar, obscene, pornographic or otherwise explicit or objectionable in nature (Pricebook™ reserves the right to remove any and all such content at its sole discretion).
- Sublicense, assign or otherwise transfer the Pricebook™ Products, this Agreement or the rights under it, whether by operation of law or otherwise.
- Distribute, sell, resell, sublicense, assign or otherwise transfer to a third party any of its rights under this Agreement.
- Copy, modify, translate or make derivative works based on any part of the Pricebook™ Products and documentation.
- Publish or disclose to third parties the results of any evaluation or benchmark test run on the Pricebook™ Products without written consent from Pricebook™.
- Use the Pricebook™ Products in any manner that exceeds the scope of use permitted under this Agreement.
- Spam, send chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such a list.
- Store, distribute or transmit any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm.
- Pricebook™ is not responsible, or liable, to any third party for the content or accuracy of any Data you upload to the Pricebook™ Products.
6. FOR BUSINESS USE ONLY
- Pricebook™ takes data seriously. Dealing with data transparently is of high importance to us.
- Pricebook™ does not sell User Data to any third parties.
- The User grants to Pricebook™ an irrevocable, royalty free, non-exclusive, worldwide, fully sublicensable license to use, disclose, process, transmit, copy, store and Adapt (“Process”) the User Data, subject to clause 7d., for purposes including:
- providing, operating, maintaining and improving the Pricebook™ Products for all users;
- developing new Pricebook™ Products;
- providing customer service;
- market research and analysis of market trends;
- to communicate upcoming features, developments, and news relating to Pricebook™ products.
- to protect, investigate, and deter against fraudulent, unauthorised, or illegal activity.
- to provide and deliver any other products and services that Users request.
- Pricebook may query User Data across all customers to derive pricing metrics and trends for benchmark reporting purposes. Users may receive de-identified Adapted Data representing these price trends from time to time.
- De-identifying Data:
- Pricebook™ will Process User Data for the purpose of providing the Pricebook™ Products and performing services on the User’s behalf.
- Pricebook™ may disclose User Data including a User’s Personal Information to third parties (Authorised Users) for the purpose of providing services to Pricebook™ to enable Pricebook to provide the Pricebook™ Products to the User.
- Pricebook™ will not disclose a User’s Personal Information to any other person for any other purpose.
- Data privacy and Personal Information:
- Each party will, in performing its obligations under this Agreement, comply with all applicable privacy laws, and neither party will do anything that may put the other in breach of any privacy laws.
- Who owns the Data:
- The User owns the User Data. All other Data belongs to Pricebook™.
- The User may ask Pricebook™ to make corrections to, or delete specific User Data from the Pricebook™ Products. Pricebook™ will act reasonably and promptly in response to such requests.
- The User is solely responsible for the User Data and shall not knowingly provide, post or transmit any User Data or any other information, data or material that:
- may constitute a breach of any other contract or agreement to which the User is a party.
- Infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation
- Contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information.
- Pricebook™ may take remedial action if the User Data violates this section. However, Pricebook™ is under no obligation to review the User Data for accuracy or potential liability.
- What happens to User Data when the User’s account is closed:
- If your Account is closed or this Agreement terminates for any reason, your access to Pricebook™ Products and any User Data connected with your Account will immediately cease and you authorise Pricebook™ to delete your User Data, but acknowledge Pricebook™ is under no obligation to delete your User Data unless you request Pricebook™ in writing to do so.
- You may make a request in writing to Pricebook™ to close your Account and delete your User Data at any time. Pricebook™ will act reasonably and activate such requests within 60 days.
- Back up the Data
- Pricebook™ takes reasonable steps to ensure the User Data is secure and periodically creates backup copies of the User Data in accordance with standard industry practices, however, Pricebook™ will not be liable for loss or deletion of, corruption of, or failure to store any User Data or other content used in or maintained by the Pricebook™ Products. The User is responsible for creating their own backup copies of all User Data.
- Nothing in this Agreement is intended to transfer any rights in respect of the Pricebook™ Intellectual Property to the User. All rights and title to any and all Pricebook™ Intellectual Property shall at all times remain the property of Pricebook™ or the third party from whom it licenses any Intellectual Property.
- The User acknowledges and agrees that Pricebook™ or its suppliers retain all right, title and interest in:
- The Pricebook™ Intellectual Property.
- The Pricebook™ Products, Documentation and all other software, materials, formats, interfaces, information, content and proprietary information and technology used by Pricebook™ or provided to the User in connection with the Pricebook™ Products,
- All modifications and/or enhancements to the Pricebook™ Products,
- The system content
- All suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the User or learned as a result of the User’s use of the Pricebook™ Products.
- All transactional and performance data related to the use of the Pricebook™ Products which Pricebook™ may collect, use and disclose for its business purposes (including for purposes of software use optimization and product marketing) provided that such use does not reveal any Personal Information of the User, or any of the User’s confidential information.
- All custom developed documents, designs, computer programs, computer documentation and other tangible materials created or prepared by Pricebook™ at the User’s request pursuant to a separate, written statement of work;
- The User acknowledges and agrees that the Pricebook™ Products consist of intellectual property rights owned by or licensed to Pricebook™ all of which are protected by intellectual property laws.
- The User will provide its own Credentials which will be required to access the User’s Account and Pricebook™ Products.
- The User is responsible for keeping the Credentials secret and safe.
- Pricebook™ may be able to help you retrieve lost Credentials , but cannot guarantee to do so, and will not be held responsible or liable if it cannot locate or reset lost Credentials.
- Credentials may be used by only one User. The User will use commercially reasonable efforts to prevent unauthorised access to, or use of, the Pricebook™ Products and will notify Pricebook™ promptly of any such use.
- The User is recommended not to upload User Data or submit any items to Pricebook™ that have full credit card information. If any such items are uploaded or received, Pricebook™ reserves the right, but shall not have the obligation, to delete from, or not scan and upload such items to, the User’s Account.
- It is the User’s responsibility to ensure that they review the content and form of any items they upload to the Pricebook™ Products.
- The User shall not knowingly interfere with or disrupt the integrity or performance of the Pricebook™ Products or the data contained therein.
- The User shall, at all times, comply with all applicable laws in its use of the Pricebook™ Products.
10. PROVISION AND CHANGES OF THE PRICEBOOK™ PRODUCTS
Pricebook™ shall provide the Pricebook™ Products to the User in accordance with this Agreement and the User’s Plan. In order to make sure that the User has the best experience using the Pricebook™ Products, Pricebook™ may sub‑contract or assign all or any part of the provision of any and all of the Pricebook™ Products.
11. VARIATION TO PLAN OR AGREEMENT
- The User may change their Plan at any time which the User acknowledges may incur new or additional Fees.
- Pricebook may make changes to the terms on which it provides the Pricebook™ Products (including changing the nature or scope of the Pricebook™ Products and the Fees for the Pricebook™ Products) at any time by giving notice to the User in writing and sent to the User’s email address linked to the User’s Account.
- If the User does not accept the change(s) it may terminate the Agreement. If the User does not terminate the Agreement, the Agreement will continue in effect and the change(s) will apply to the Agreement with effect 30 days from the date Pricebook notifies the User of the change(s).
12. SYSTEM AVAILABILITY
Pricebook™ does not warrant that the provision of the Pricebook Products will be uninterrupted, timely or error free.
13. FEES AND PLANS
- In consideration of Pricebook™ providing access to the Pricebook™ Products, the User will pay the applicable Fees for the Plan (if any).
- Users shall pay the Fees to use the Pricebook™ Products as follows:
- Free plan: no monthly fee payable.
- Monthly Plan: monthly in advance on a recurring monthly basis.
- Buy extra Credits: in advance on demand only when requested by the User.
- The User authorises Pricebook™ to use a third party payment processor.
- Fees vary depending on the Plan the User has subscribed to, which may be varied from time to time in accordance with this Agreement.
- Pricebook™ may vary the Fees at any time in accordance with this Agreement.
- Unless otherwise expressly stated or agreed between the User and Pricebook™ in writing, all prices are inclusive of goods and services tax.
- All amounts paid are non-refundable unless stated otherwise in this Agreement.
- Users receive Credits as part of their subscription to use the Pricebook™ Products, allocated usage allowance as per the terms of the selected Plan. Users may request Credit refunds for and Pricebook™ reserves the right to give Credit back.
- Usage of the Account and/or Pricebook™ Products by a person other than the User is not permitted and may result in immediate termination of the Account with no refund of Fees paid.
- Pricebook™ makes no guarantee whatsoever regarding scanning time or processing time.
- Pricebook™ accepts no liability for loss, damage, or inconvenience resulting from delays in processing, or loss of or damage to items during processing.
- Pricebook™ Products only allow for effective and accurate extraction of User Data that is:
- in the standard Latin alphabet and/or contains numbers in the European numeral system
- where the item is submitted using any electronic submission tools, in a Supported File Type; and
- Pricebook™ does not guarantee the accuracy of automatically processed information.
- If a User submits items with notes or other information on the back, those back sides may not be scanned or uploaded into your Account.
15. TERM AND TERMINATION
- This Agreement will continue for monthly rolling terms unless either party terminates the Agreement in accordance with its terms.
- Either party may terminate this Agreement at any time by giving notice to the other party and in the case of:
- a Free Plan, the Agreement will terminate immediately; and
- a Monthly Plan or Tailored Plan, the Agreement will terminate at end of the last fully paid-up Subscription Period.
- Without prejudice to its other rights and remedies, and without any obligation to refund any Fees paid by the User, Pricebook™ may terminate this Agreement with immediate effect if the User:
- commits any breach of this Agreement and, in the case of any breach which can be remedied, fails to remedy that breach within seven days of a notice from Pricebook™ requiring such remedy; or
- the User and their business become insolvent or the business goes into liquidation or has a receiver or manager appointed over of any of its assets or if the User becomes bankrupt, or makes any arrangement with their creditors, or becomes subject to any similar insolvency event in any jurisdiction.
- If the User is on a Monthly Plan or Tailored Plan and fails to pay the Fees when due, the User’s plan will immediately be converted to a Free Plan.
- When the Agreement is terminated, the User will cease to have access to the Pricebook™ Products and the User’s Account will be cancelled.
- No refund for unused Credits or Fees paid in advance will be given upon termination of this Agreement prior to the expiry of a Subscription Period. Given that Pricebook is not processing user payments, no refunds for unused Credits or Fees paid in advance can be issued upon termination of this Agreement prior to the expiry of a Subscription Period.
- The User acknowledges that the Pricebook™ Products are provided on an “as is” and “as available” basis. Pricebook™ makes no representations, warranties or conditions of any kind, express or implied, with respect to the Pricebook™ Products, including, without limitation, any warranty that Pricebook™ Products will:
- Be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data.
- Meet the User’s requirements or expectations.
- Be free from errors or that defects will be corrected.
- Be free of viruses or other harmful components.
- To the fullest extent permitted by applicable law, Pricebook™ expressly disclaims all implied warranties or conditions including, without limitation, warranties and conditions of satisfactory quality, fitness for purpose and non-infringement.
- The User acknowledges and agrees that, Pricebook™ shall not be liable for any losses or claims whatsoever relating to:
- Any permanent or temporary restrictions or cessations of the Pricebook™ Products.
- Any deletion of, corruption of, or failure to store any User Data or other content used in or maintained by the Pricebook™ Products.
- The User’s failure to provide correct, accurate, and up-to-date account information.
- The User’s failure to keep their Credentials and Account information secure.
- Nothing in this Agreement limits or excludes Pricebook’s liability for:
- Fraud or fraudulent misrepresentation.
- Any other act, omission, or liability which may not be limited or excluded by applicable law.
- Subject to the above, Pricebook’s total liability to the User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited, in respect of all claims (connected or unconnected) to supplying the products again or paying the cost of having the products supplied again.
- Pricebook™ assumes no responsibility for the content of websites linked to our site. Such links should not be interpreted as endorsement by Pricebook™ of those linked websites. Pricebook™ will not be liable for any loss or damage that may arise from the User using them.
- In no circumstances will Pricebook be liable to the User for any Consequential Loss, regardless of the basis on which such liability arises, whether in contract, under an indemnity, breach of statutory duty, tort (including negligence), in equity or under statute. In this clause, “Consequential Loss” means: (a) any special, indirect or consequential loss or damage, loss of business, loss of opportunity, loss of anticipated savings or loss of goodwill; (b) to the extent consequential in nature, loss of profit or anticipated profit, economic loss or loss of revenue; and (c) any loss or damage which does not naturally or directly result in the ordinary course of events from the breach, action or inaction in question.
The User indemnifies Pricebook™ from and against all claims, costs, damage and loss arising from the User’s breach of this Agreement. This indemnity covers any costs relating to the recovery of any Fees that the User has failed to pay in accordance with this Agreement.
- In the event that any dispute arises between the parties, the User and Pricebook™ each agree to enter into good faith discussions to resolve that dispute within a period of 14 days from one party’s notification to the other that such dispute has arisen. In the event that no resolution to the dispute can be mutually agreed by the parties (each acting reasonably), both the User and Pricebook™ will have the right, but not the obligation, to terminate this Agreement with immediate effect.
- Nothing in this section shall prejudice either party’s other rights to terminate outlined elsewhere in this Agreement. In addition, nothing in this section will at any time while a dispute is being discussed by the User and Pricebook™ restrict either party’s freedom to obtain emergency injunctive relief, commence legal proceedings to preserve any legal right or remedy or to protect confidentiality or any intellectual property or trade secret right or to prevent or limit breaches of law governing its business.
- During the Term of this Agreement, each party will have access to certain information and materials concerning the other party’s technology, business plans, employees, and customers that are confidential and of substantial value to such party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”).
- Confidential Information of Pricebook™ shall include, without limitation, information specifically designated as confidential, the features and functions of the Pricebook™ Products that are not available to the general public (including screenshots of the same), future product plans, the Documentation, performance and security test results (whether conducted by Pricebook™ or the User), and any other proprietary, financial or business information supplied to the User by Pricebook™ or learned by the User in connection with this Agreement or the User’s subscription to the Pricebook™ Products.
- The User’s Confidential Information shall include, without limitation, the User Data, Personal Information and information specifically designated as confidential.
- Except as expressly authorized under this Agreement, the receiving party hereunder:
- shall not use any Confidential Information of the other party except as required to fulfill its responsibilities hereunder;
- shall not disclose the other party’s Confidential Information to any third party;
- shall not be given any right, title, interest or license in or to any Confidential Information of the other party; and
- shall use all reasonable means to protect and maintain the secrecy of the other party’s Confidential Information.
- Notwithstanding the foregoing, “Confidential Information” shall not include either party’s information which is:
- generally available to the public;
- already in the receiving party’s possession as of the commencement of this Agreement without restriction;
- except as it relates to third party service providers of the User, received by the receiving party from a third party not in violation of an obligation of confidentiality;
- developed independently by either party without reference to the other party’s Confidential Information;
- the subject of the disclosing party’s written consent authorizing disclosure; or
- required to be disclosed by the receiving party by applicable law or legal process, provided that the receiving party immediately notifies the disclosing party so that the disclosing party may take steps to limit or prevent its disclosure.
- In the event of a breach of this Section, the parties agree that the non-breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to the non-breaching party will be impossible to calculate and would therefore be an inadequate remedy. Accordingly, the parties agree that the non-breaching party shall be entitled to temporary, preliminary and permanent injunctive relief against the breaching party, its officers, managers, directors, employees and agents, in addition to such other rights and remedies to which it may be entitled at law or in equity.
20. FORCE MAJEURE
Pricebook™ shall not have any liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, act of terrorism, war, explosion, embargo, strike, labour or material shortage, transportation interruption of any kind, work slowdown, pandemic, or any other event or condition beyond its control.
21. GOVERNING LAW
This Agreement is governed by the laws of the State of Victoria, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of that State and the courts of appeal from them for any proceeding in connection with this Agreement.
22. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between the User and Pricebook™ relating to the matters contemplated herein and supersedes all previous agreements (if any and whether in writing or not) between the User and Pricebook™ in relation to such matters. The parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a party to this Agreement or not) in relation to the subject matter of this Agreement.
Except as otherwise provided in these Terms of Service, a waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this Agreement shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
All notices and other communications required to be given under this Agreement must be in writing and may be sent by email:
- in the case of the User, to the email address linked to the User’s Account; and
- in the case of Pricebook™, to contact[at]pricebookapp.io.
26. TRADEMARK NOTICE
Pricebook™ and Spot price creeps. Instantly™ are trademarks of 88 Miles Pty Ltd.