Triniteq Terms of Use
Schedule 1

These Terms of Use are intended to explain Triniteq's obligations as a service provider and the Customer's obligations as a User.

Terms of Use - Schedule 1

These Terms of Use are current and effective as from May 13, 2024.

Welcome to Triniteq. These Terms of Use (“Terms of Use" / "Terms”) are specifically for Triniteq customers (“Customer”). These Terms are intended to explain Triniteq International Pty. Ltd. (“Triniteq”)’s obligations as a service provider and the Customer’s obligations as a User. Please read them carefully. 

These Terms of Use are made up of 3 schedules: 

Schedule 1 – Triniteq Support & Sales Agreement Terms of Use – General

Schedule 2 – Triniteq Support and Sales Agreement Terms of Use – Charges, Fees, Payments, Quotes, Purchase Orders & Proposals

Schedule 3 – Triniteq or Triniteq's Partner Software Licensing Agreement

Schedule 4 - PowerEPOS Flexible Payment Solution Agreement & Terms of Use 

These Terms are binding on any use of the Triniteq or Triniteq's Partner Services, and/or Products and apply to the Customer/User from the time that Triniteq provides the Customer/User with access to the Triniteq or Triniteq's Partner Service(s) and/or Product(s).

The following Terms of Use apply to the supply of Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware to Triniteq Customers. These Terms of Use constitute an agreement between you (the Customer) and Triniteq. These Terms of Use govern use of and access to Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware by the Customer or an End User as part of a Subscription Plan to the Triniteq Services, Software, Products, Goods and/or Hardware, the purchase of Triniteq Services, Software, Products, Goods and/or Hardware, a free Account, a free trial, and/or a Promotion of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware or free access to the Website.

Schedule 1 – Triniteq Support & Sales Agreement Terms of Use – General

1. It is Agreed
   
   Triniteq International Pty Ltd (“Triniteq”) agrees to supply the Customer (“Customer”) with Services; Software; Products; Goods; Technical Assistance; Support and/or Hardware as detailed in these Terms of Use/Terms and conditions set out below. The Customer, in using any of Triniteq’s products and/or services, or in taking out a Triniteq sales agreement, Triniteq quote, Triniteq purchase order and/or Triniteq support agreement with Triniteq, or when placing any order with Triniteq for Services; Software; Products; Goods and/or Hardware specified on a Triniteq Support Agreement, Triniteq Sales Agreement, Triniteq quote, Triniteq purchase order and/or any general Triniteq order, agrees to the following Terms of Use.
   
   
2. Definition of Terms
   
   The following Terms of Use apply to the supply of the Triniteq Services, Software, Products, Goods, and/or Hardware to Triniteq Customers.
   1. “Triniteq” means Triniteq International Pty Ltd, and its subsidiaries.
   2. “Customer” means the client, customer, person, people, business, entity, organisation, user, you, or party who is purchasing, subscribing to, renting, consuming, requesting, receiving, or using Triniteq products and/or services (or any person acting on behalf of, and with the authority of, the Customer), along with their subsidiaries, affiliates, clients, stakeholders and/or Partners and means the single individual or organisational/end-user who accepts or is deemed to accept this agreement.
   3. “Effective Date” means the date when the sales and/or support agreement/quote/purchase/form/subscription/order/charges is/are accepted by the Customer, and/or the date found on the front page of the sales quote/support quote/agreement/form/subscription/purchase order.
   4. “Term” means the entire time that the Customer uses Triniteq products and services from the Effective Date and any additional extensions to the Term.
   5. “Triniteq Services” means the Services, Software, Products, Goods, and/or Hardware provided by Triniteq and as amended from time to time by Triniteq or as agreed between the parties.
   6. “Data” shall mean all transactional information collected, stored, and used by and in relation to Triniteq Services, Software, Products, Goods, and/or Hardware
   7. “Sales Agreement” means the quote/proposal/agreement/subscription given to the Customer by Triniteq for the provision of Triniteq or Triniteq’s Partner Software, Goods, Products and/or Hardware.
   8. “Support Agreement” means the support quote/proposal/agreement given to the Customer by Triniteq for the provision of Triniteq support services.
   9. “Third Party Facilities” means any and all facilities, platforms, services, integrations, applications, or other resources provided by third parties by which the Services are delivered or which are provided or used with the Services and which include (without limitation) resources by which the Services are provided over the internet, facilities by which payment or other financial services are provided, Data is stored, or the services, products or software of third parties with which the Triniteq or Triniteq’s Partner Software is integrated or connected.
   10. “EML” will mean an Excel menu list spreadsheet which is used for importing menu Data or product Data, business information, and pricing information.
   11. “Fee or Fees” will mean the price payable for Products and Services as agreed between Triniteq and the Customer in accordance with the Schedule and Quotation.
   12. “Guarantor” will mean any person (or persons) or entity who agrees to be liable for the debts of the Customer on a principal debtor basis.
   13. “Outright Purchase” will mean the outright purchase of Products subject to the Terms of Use.
   14. "Subscription Rent or Rental” will mean the Rent of Products and Services or the Subscription for the Rental of Products and Services subject to the Terms.
   15. “Price” will mean the price payable for the Products and Services as agreed between Triniteq and the Customer in accordance with the Quotation accepted by the Customer as referenced on the Purchase Order.
   16. “Product”, “Hardware”, “Services”, "Software” or “Goods” are terms that are used herein interchangeably and mean products that can be identified by being supplied by Triniteq, including Triniteq or Triniteq’s Partners Services, Software, Products, Goods, Hardware Point of Sale platform, tools and services offered on the Triniteq Website(s) including the Software, the API and any Documentation as well as any modification, update or enhancement.
   17. “Purchase Order” will mean any Purchase Order prepared by Triniteq and confirmed by the Customer.
   18. “Quote, or Quotation” will mean the written Quotation provided by Triniteq to the Customer at or about the same time as these Terms of Use.
   19. “SaaS” will mean ‘Software as a Service’ and refers to the Software licence granted to the Customer on the Terms of Use set out herein.
   20. “Triniteq Support” means any Product, Software or Hardware, repairs, maintenance, inspection, assistance, guidance, troubleshooting and/or support of Triniteq supplied Products.
   21. “Approved Triniteq Service Provider/Triniteq Approved Service Provider” will mean any persons, parties, and/or organisations who have been approved by Triniteq and maintain approval by Triniteq to provide Triniteq services to the Customer’s Triniteq supplied Hardware, Software, Goods and/or Products
   22. “Consumables” mean, but is not limited to, the following items: printer ribbons, print heads, paper rolls, stickers, cables, cords, and protective stationery.
   23. “Terms of Use/Terms and Conditions/Terms” will mean the/these terms found within this/these document(s).
   24. “Confidential Information” means all systems, knowledge, ideas, know-how, programming code, concepts, trade secrets, processes, client lists, techniques, hardware, software, products, intellectual property, financial and business information and all other commercially valuable information of Triniteq. Confidential Information excludes information which is:
       1. available to the public at the date of its disclosure to the Customer.
       2. at the date of its disclosure to the Customer, already properly in the possession of the Customer in written form otherwise than by prior confidential disclosure from Triniteq;
       3. after the date of its disclosure to the Customer, available to the public from sources other than Triniteq;
       4. required to be disclosed by law.
          
   25. “Intellectual Property” means all intellectual property rights (including, without limitation, all registered and unregistered designs, copyright, moral rights, trademarks and patents) in the Brand and any technology, software, programming code, source code, data, applications, programs, inventions, documents, trade secrets, works, subject matter, lists, user details and information (including, but not limited to, user emails, telephone numbers and addresses) belonging to Triniteq.
   26. Subscription Charges” means any charges associated with the Customer’s access to and use of the Triniteq Services, Software, Products, Goods and/or Hardware.
   27. “Subscription Plan” means any plan offered by Triniteq that the Customer has subscribed to in respect of the Triniteq Services, Software, Products, Goods and/or Hardware.
   28. “Subscription Terms of Use” means the Term of Use/Terms and Conditions that the Customer has agreed to subscribe to the Triniteq Services, Software, Products, Goods and/or Hardware.
   29. “Customer Data” means all electronic data, transaction data, business data, general information, text, messages or other materials submitted to Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware used by the Customer/ End Users in connection with the Customer’s use of the Triniteq Services, Software, Products, Goods and/or Hardware.
   30. “Form” means any Triniteq generated service order form executed or approved by the Customer with respect to your (the Customer’s) Subscription Plan to the Triniteq Services, Software, Products, Goods and/or Hardware.
   31. "Website" means www.triniteq.com and other websites through which Triniteq makes its services available to the Customer.
   32. “Content” means anything that is uploaded, posted, or otherwise transmitted through the Triniteq Services, Software, Products, Goods and/or Hardware.
   33. “End User” means an individual authorised to use the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware through the Customer’s Account as an administrator, staff member, or service provider as identified through a unique login.
   34.  “Account” means all Triniteq accounts or accounts created by the Customer, on the Customer’s behalf or by an End User within the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware.
   35. “API” means the application programming interfaces developed and enabled by Triniteq or Triniteq’s Partners that permit Customers/Users to access certain functionality provided by the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware, including (but not limited to) the POWEREPOS System Manager and Triniteq WaiterPOS System Manager that enables the interaction with a Triniteq instance automatically through HTTP requests and the Triniteq application development.
   36. “User” means any person or any party who accesses or uses the Triniteq Services, Software, Products, Goods and/or Hardware.
   37. “Partner” means PowerEPOS Services Limited UK, and other commercial entities that have a contractual alliance with Triniteq.
   38. “Month” - means a calendar month.
   
   The following terms and conditions apply to the supply of Triniteq Services, Software, Products, Goods and/or Hardware to Triniteq Customers.
   
   
3. Competition and Consumer Act 2010 (“CCA”) and Fair-Trading Acts (“FTA”)
   
   Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the CCA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
   
   
4. Acceptance
   
   4.1 Any instructions received by Triniteq from the Customer for the supply of Triniteq Services, Software, Products, Goods and/or Hardware, and/or the Customer’s acceptance of Services, Software, Products, Goods and/or Hardware supplied by Triniteq shall constitute acceptance of and agreement to these Terms.
   4.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price and/or Fees.
   4.3 The Customer will give Triniteq not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including, but not limited to, changes in the Customer’s address, phone number, e-mail address, or business practice). The Customer shall be liable for any loss incurred by Triniteq as a result of the Customer’s failure to comply with this clause.
   4.4 Unless specifically agreed otherwise by Triniteq, Services, Software, Products, Goods and/or Hardware are supplied by Triniteq only on the Terms herein to the exclusion of anything to the contrary in the Terms of the Customer’s Purchase Order, notwithstanding that any such order is placed on terms that purport to override these Terms.
   4.5 The Customer acknowledges that the Customer has satisfied itself as to the suitability of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware for its business. The Customer hereby disclaims any right to rescind or cancel any contract with Triniteq or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by Triniteq and the Customer acknowledges that the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware are bought relying solely upon the Customer’s skill and judgment.
   4.6 Triniteq makes no representation or warranties about accuracy, reliability, completeness or suitability of the Data collected or stored by the Product or Integration, for any particular purpose and disclaims all responsibility and all liability (including without limitation, liability in negligence) for all expenses, losses, damages (including indirect or consequential damage) and costs which might be incurred as a result of the Data being inaccurate or incomplete in any way and for any reason.
   4.7 The Customer acknowledges that they understand and agree to be bound by and have satisfied themselves to the detail set out in the Triniteq Platform 'Letter of Understanding' should the customer be engaged with Triniteq for Platform software development services.
   
   
5. The Provision of Triniteq Services, Software, Goods, Products and Hardware'
   
   Triniteq agrees to provide the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware to the Customer for the Term. Triniteq may subcontract the provision of the Services, Software, Products and/or Hardware. The Term automatically renews for further Terms of one year unless either party gives written notice to the other party that it does not wish to extend the Term. Such notice must be given no later than 1 month before the Term expires.
   
   
6. Payment
   
   
   1. The Customer will pay for the Triniteq Services, Software, Goods, Products and/or Hardware as specified in the sales and/or support quote/agreement in accordance with the Terms of Use found in Schedule 2 of this agreement ‘Triniteq Support and Sales Agreement Terms of Use – Charges, Payments, Quotes & Proposals’. When entering into this agreement, the Customer accepts the payment Terms of Use of this agreement.
   2. The Customer will comply with all Triniteq payment Terms of Use stated/listed in Schedule 2 of this agreement ‘Triniteq Support and Sales Agreement Terms of Use – Charges, Payments, Quotes & Proposals’.
      
      
7. Intellectual Property
   
   Triniteq, or applicable Triniteq Partners shall retain ownership of all Intellectual Property rights in relation to the Software, Products, Goods, Hardware and Services, including (without limitation) any patent, software design right, copyright, semiconductor or circuit layout right, confidential or proprietary information, know-how, trademark, domain name or other rights. Triniteq will own all intellectual property rights in the Software, Hardware, Products, Goods and Services including any improvements or developments made by Triniteq, the Customer, or any person engaged by Triniteq, the Customer or any other party.
   
   
8. Ownership of Software Content and/or Website Content
   
   Any Content and Data loaded into the Software by the Customer or provided to Triniteq by the Customer under this Agreement/these Terms or otherwise, and all User Content, shall at all times remain the property of the Customer. Triniteq shall have no rights in such Content or User Content other than the limited right to use such content for the purposes of providing the Services as expressly set forth in this Agreement/these Terms.
   
   
9. Licence
   
   Triniteq grants to the Customer a non-exclusive, non-transferable, personal licence to use the Software for the purposes described in schedule 1 of this agreement – ‘Triniteq Support & Sales Agreement Terms of Use/Terms & Conditions – General’. The Customer will not copy or permit any other party to copy Triniteq or applicable Triniteq Partners’ Software or intellectual property or any part of it. The Customer must not sell or purport to sell any copies of Triniteq or applicable Triniteq Partners’ Software or Intellectual Property. All copies of Triniteq or applicable Triniteq Partners’ Software or Intellectual Property, including copies made by Customer, are the property of Triniteq. The Customer will not reverse engineer, decompile, disassemble, or otherwise interfere with Triniteq or applicable Triniteq Partners’ Software or Intellectual Property, or permit any other party to do any such act. Each of the above terms is subject to the Customer’s rights under Division 4A of the Copyright Act. The Customer must not disable or attempt to disable any device installed in Triniteq or applicable Triniteq Partners’ Software or Intellectual Property which controls its security or use. Triniteq or applicable Triniteq Partners retains ownership of the source code for Triniteq or applicable Triniteq Partners’ Software or Intellectual Property which will not be provided to the Customer in any circumstances.
   
   
10. Software Warranty
    
    Triniteq warrants that Triniteq Services, Software, Hardware, Goods and Products will substantially conform to the description of the Services, Software, Hardware, Goods and Products and will be provided with reasonable care and skill.
    
    Triniteq does not warrant that the Services, Software, Hardware, Goods and Products will be provided error-free or uninterrupted. The Customer accepts that, to the fullest extent permitted by law, Triniteq accepts no liability for any errors or defects or omissions arising out of the use or performance or availability of the Services, Software, Hardware, Goods and Products or the data, results or other information generated by use of the Services, Software, Hardware, Goods and Products, or from the availability of Third Party Services integrated with Triniteq Services, Software, Goods, Products and Hardware.
    
    Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
    
    - to cancel your service contract with us; and
    - to a refund for the unused portion, or - to compensation for its reduced value
    
    You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
    
    If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
    
    
11. Triniteq (back-to-base) Hardware Warranty
    
    If a hardware defect arises and a valid claim is received by Triniteq within the warranty period, Triniteq will either:
    
    a. Repair the product at no charge, using new or refurbished replacement parts and at Triniteq’s discretion, provide a temporary replacement of the product for the equivalent time of the repair; or
    b. Exchange the product with a product that is new, or which has been manufactured from new or serviceable used parts and is at least functionally equivalent to the original product;
    This warranty applies to the Hardware products manufactured by or for Triniteq that can be identified by the “Triniteq” tradename or logos affixed to it. Triniteq warrants that Triniteq Hardware will substantially conform to the description of Hardware and will be provided with reasonable care and skill.
    
    The Triniteq hardware warranty is a ‘Back-to-base’ warranty and as such, in so far as permitted by law, The Customer must arrange and pay for any and all freight and/or transport of the Hardware to and from a Triniteq accredited workshop.
    
    The warranty does not apply to any non-Triniteq Products, Goods and/or Hardware or any Services or Software whatsoever, even if supplied by Triniteq, and/or packaged or sold with the Triniteq hardware. However, on occasion, Triniteq may be able to mediate third-party hardware warranty repairs on the Customer’s behalf. Third Parties, manufacturers, suppliers, or publishers, other than Triniteq, may provide their own warranties to the Customer/end-user/purchaser, however Triniteq, in so far as permitted by law, provides their Hardware “as is”. Hardware distributed by Triniteq without the Triniteq brand name is not covered under this warranty.
    
    Triniteq warrants the hardware products manufactured by or for Triniteq that can be identified by the “Triniteq” tradename or logos affixed to it, to the Customer are free from defects in material and workmanship for the period of one year from the first day of the hardware product’s installation. Additional extensions of product warranty may be obtained and will be specified in the Customers original contract or purchase order if/where applicable. A product warranty extension certificate can be supplied if requested/mutually agreed to.
    
    Triniteq Warranty repairs of Triniteq hardware must be undertaken by Triniteq or on its behalf by a Triniteq Authorised Service Provider or Triniteq Authorised Workshop/Repair Centre at all times.
    
    The Triniteq (back-to-base) hardware warranty referred to does not extend to or include:
    
    a. General wear and tear.
    b. Defects that have been caused by misuse, mishandling, neglect, adjustments, damage caused by accident, non-adherence to operating and maintenance instructions and/or improper voltage.
    c. If installed, repaired and/or maintained by a person/people who is not a representative of Triniteq, or an authorised Triniteq Service Provider(s).
    d. Damage caused by liquid spillage.
    e. Damage caused by accident, abuse, misuse, flood, fire, earthquake or other external causes.
    f. Failure resulting from use of the goods under arduous or unreasonable climatic or operating conditions.
    g. Failure resulting from installation errors or incorrect installation procedure.
    h. Failure caused by consumables not supplied by Triniteq and/or not complying with manufacturers recommendation or acceptable industry standards.
    i. Goods that have had identification marks and serial or identification numbers altered or removed.
    j. Damage caused as a result of faulty/incorrect cabling, electrical installation, electrical faults, power spikes and/or surges.
    k. Damage caused by service (including upgrades, extensive programming, and expansions) performed by anyone who is not a representative of Triniteq or a Triniteq Authorised Service Provider.
    l. Products or parts that have been modified to alter functionality or capability without the written permission of Triniteq.
    m. Abnormal maintenance and service adjustment as part of goods operating instructions.
    n. Consumables: This includes, but is not limited to, the following items: belts, cathode ray tubes, lamps, lenses, magnetic heads, printer ribbons, print heads, touchscreen overlays, protective stationery and Windows:
    o. Goods that have been returned to Triniteq, or a Triniteq Authorised Workshop/Repair Centre in inadequate or unsuitable packaging.
    p. Goods damaged during freight or delivery, be it by a third-party company, or by the Customer.
    q. Second-hand, pre-owned, or used hardware of any kind or type.
    
    Our goods come with guarantees that cannot be excluded under the Australian Consumer Law.
    
    You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage.
    
    You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
    
    
12.  Repairs/ Goods
    
    Repairs to Triniteq hardware are not covered as part of a Triniteq Support Agreement and will be charged in addition to the Customer’s Triniteq Support Agreement except if these repairs are covered by Triniteq’s (back-to-base) Hardware Warranty noted above.
    
    
13. Loan/Rental Equipment (Hardware)
    
    a. In the event that an item of Hardware needs to be repaired under warranty, Triniteq will endeavour to provide loan equipment where possible. This loan equipment (if available) will be of a standard similar to the equipment that is requiring repair. Additional charges may apply to freight/transport, delivery and set up of loan equipment.
    b. Loan equipment is only available to Customers with valid Support Agreements.
    c. Rental equipment may only be available to the Customer in some cases for a nominal fee.
    d. The Customer will be charged for the total costs associated with repair of loan/rental equipment if it is damaged during use by the Customer, or in transit.
    
    
14.  No Other Warranties
    
    Except as set out in clause 11 & 12 above, or where implied by law, Triniteq gives no other guarantee or warranty and makes no representation or undertaking in relation to the Services, Software, Products, Goods and/or Hardware or their performance or availability or suitability for any purpose. Except to the extent that any law or statute prohibits the exclusion of any guarantee, condition, warranty or remedy, all other guarantees, conditions, warranties or remedies are excluded.
    
    
15. Non-excludable Rights
    
    Where any law or statute implies a term into this agreement/these Terms or confers a right or remedy, which cannot be excluded, the liability of Triniteq is limited to the maximum extent allowed under the applicable law or statute.
    
    
16. Remedy for Breach of Warranty
    
    a. Subject to any law or statute which prohibits the exclusion or limitation of any guarantee, condition or warranty, Triniteq’s liability and the Customer’s remedy for breach of any express warranty, or guarantee, condition, warranty or right or remedy implied or conferred by law, is limited to, at Triniteq’s option, one or more of:
    
    In the case of any Software, Products, Goods and/or Hardware: (a) replacement of the Software, Products, Goods and/or Hardware or supply of Software, Products, Goods and/or Hardware; (b) correction or repair of the Software, Products, Goods and/or Hardware; (c) payment of the cost of replacing the Software, Products, Goods and/or Hardware, or acquiring equivalent Software, Products, Goods and/or Hardware; or (d) payment of the cost of repairing or correcting the Software, Products, Goods and/or Hardware.
    
    In the case of any Services: (a) supplying the Services again; or (b) payment of the cost of having the Services supplied again.
    
    
17. Limitations
    
    a. Triniteq gives no express warranties other than those that are set out above in these Terms and where implied conditions or warranties cannot be lawfully excluded. Triniteq excludes all implied conditions and warranties, including, but not limited to, implied conditions or warranties with respect to merchantability or fitness for a particular purpose.
    b. To the extent permitted by law, Triniteq warranties and the remedies set forth above in these Terms are exclusive and in lieu of all other warranties, remedies and conditions, whether oral or written, statutory, express, or implied. As permitted by any/the applicable law, Triniteq specifically disclaims any and all statutory or implied warranties, including without limitation, warranties of merchantability and fitness for a particular purpose and warranties against hidden or latent defects. If Triniteq cannot lawfully disclaim statutory or implied warranties, then to the extent permitted by law, all such warranties will be limited in duration to the duration of the express warranty and to the repair or replacement service as determined by Triniteq in its sole discretion.
    c. Except as provided in this warranty/these warranties/the Terms of Use/Terms & Conditions within this agreement and to the maximum extent permitted by law, Triniteq is not responsible for direct, special, incidental or consequential damages resulting from any breach of the warranties or conditions or under any other legal theory, including but not limited to loss of use, loss of revenue, loss of actual or anticipated profits (including loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss or damage to or corruption of data or any indirect or consequential loss or damage howsoever caused, including the replacement of equipment and property, any cost of recovering, programming or reproducing any program or data stored in or used with Triniteq Products.
    
    
18. The Provision of Triniteq Services/Authorisation of Triniteq Service Providers
    
    a. Only Triniteq Authorised Service Providers may provide Triniteq Services to the Customer’s Triniteq Hardware, Software, Goods and/or Products. A complete list of Triniteq Authorised Service Providers can be found at the following webpage: https://triniteq.com/approved-service-providers/ 
    b. The delivery of any and all Triniteq services including installation, support, repair and maintenance of all Triniteq or Triniteq’s Partner Software, goods, products and/or hardware may only be carried out by an authorised Triniteq support or development person (Triniteq Authorised Service Provider) at all times.
    c. Should Triniteq services, including installation, support and maintenance of any Triniteq or Triniteq’s Partner Software, goods, products and/or hardware be performed or carried out by a person, or persons who do not hold current Triniteq Authorised Service Provider status, all Triniteq warranties will be immediately voided, and Triniteq Support Agreements will be immediately suspended, pending the re-installation and/or re-programming of all Triniteq hardware, software, goods and/or products by a Triniteq Authorised Service Provider.
    d. Triniteq may contract/subcontract out the provision of the Services to a Triniteq Authorised Service Provider who is not directly employed by Triniteq.
    e. A Triniteq Authorised Service Provider will be authorised to carry out Services including installation, repair, support and maintenance of Triniteq or Triniteq’s Partner Software, goods, products and/or hardware, for:
    (i) Triniteq’s POS suite of software, goods, products and/or hardware, only;
    (ii) Triniteq’s Platform suite of software, goods, and/or products, only; or
    (iii) Both Triniteq POS and Triniteq Platform suite of software, goods, products and/or hardware.
    f. Information regarding authorised Triniteq personnel/Triniteq Authorised Service Providers can be sought via the Triniteq web page: https://www.triniteq.com/approved-service-providers/ or by contacting Triniteq management directly.
    g. The authorisation of Triniteq Service Providers and/or the authorisation of Triniteq Contractor/Subcontractor Service Providers may only be awarded and/or revoked by Triniteq management.
    
    
19. Support Services
    
    a. Triniteq Customer Support Services (including: Web Support, Email (POS) Support, Telephone (POS) Support, Premium (POS) Support, Dial-In (POS/Web) Support, On-Site Technical Service, In-Version Upgrades, Software Upgrades, Site Visits, System Servicing, System Programming, On-Site Customer Training, and/or POS System & Business Analysis) will not be provided to Customers, regardless of the level of their Customer Support Agreement, if the Customer’s Account exceeds Triniteq trading terms (14 or 30 days) and/or if the Customer breaches any of the Terms of Use/Terms and Conditions found in this agreement.
    b. Any and all hardware and/or software items not purchased directly from Triniteq will not be included within any Triniteq support agreement/contract/service.
    c. There will be no support given to non-Triniteq hardware or software, by Triniteq at any time.
    d. Triniteq Approved Service Providers will remotely support 'Triniteq supplied' back office software on hardware that is/was not supplied by Triniteq (non-Triniteq hardware), until such time that a Triniteq Approved Service Provider deems the non-Triniteq hardware faulty, inadequate, and/or recommends that the non-Triniteq hardware be repaired or replaced.
    e. The Customer is required to subscribe to a suitable/adequate internet service provider (ISP)/plan which delivers download/upload speed of no less than 5/1 Mbps to facilitate dial-in/remote Triniteq support and/or Triniteq (Cloud) POS and back-office software systems and services. If the customer fails to maintain a suitable/adequate internet speed/connection, additional fees will apply for issues that would typically be resolved by remotely accessing the Customer’s software including any and all Triniteq Support services and menu programming.
    f. In the event of a change the Customer's ISP, or an interruption of internet service to the Customer, an onsite visit/callout, or remote (including telephone, or online) support by a Triniteq Authorised Service Provider(s) may be required to reconfigure the network and/or re-enable dial-in/remote access services. Standard or after-hours fees and charges will apply.
    g. In order to receive Triniteq POS software upgrades and updates that are included in Triniteq POS support plans/agreements, SaaS, and/or Subscription, such eligible Triniteq Customers must be using Triniteq WaiterPOS Version 8 (or above), Insights, Predicttile, or POWEREPOS. If the Customer/contract holder’s Triniteq WaiterPOS software is not currently on Triniteq WaiterPOS Software Version 8 (or above, where applicable), a major WaiterPOS software upgrade is required to bring the Customer’s Triniteq WaiterPOS software up to version 8 to access inclusive updates/ upgrades. Any and all major WaiterPOS software upgrades/updates are chargeable additionally, however, POWEREPOS, Insights and Predicttile upgrades are included in the SaaS/Subscription price.
    h. Inclusive Triniteq WaiterPOS software updates/upgrades are available only to customers holding a continuous (ongoing) Triniteq support contract, for a minimum period of one year or longer.
    i. An established/viable internet connection is required onsite to receive all remote software updates/upgrades.
    j. Inclusive WaiterPOS software updates/upgrades are offered annually (one per customer, per year), by request only.
    k. Inclusive WaiterPOS, POWEREPOS, Predicttile and Insights software updates/upgrades are only available remotely (online).
    l. Triniteq Approved Service Providers may use their discretion to support and maintain 'non-Triniteq supplied' software or hardware from time to time, however support and maintenance of ‘non-Triniteq supplied’ hardware and software shall not be delivered as a part of a Triniteq support agreement contract or service and will be charged additionally at Triniteq’s normal labour rates.
    m. The provision of On-Site Customer Support Services is subject to Triniteq Approved Service Provider’s availability. If Triniteq Approved Service Providers are not available to carry out On-Site Customer Support Services, Triniteq will work with the Customer to find a mutually agreeable and suitable time to conduct the On-Site Customer Support Services.
    n. If the location of the Customer impedes Triniteq’s ability to provide On-Site Customer Support Services, the Customer Support Services will be delivered to the Customer by Triniteq Approved Service Provider’s remotely.
    
    
20. Customer Support Direct Debit Arrangement
    
    20.1 Customer’s utilising applicable POWEREPOS, Predicttile and/or Insights products must provide a valid credit (or debit) card to Triniteq’s online payments and billing provider - Stripe.
    20.2 The Customer’s credit (or debit) card must remain valid and hold appropriate cleared funds to cover any normal/SaaS/Subscription/Support or incidental charges for the entire time the Customer uses Triniteq’s applicable POWEREPOS, Predicttile and/or Insights Software. The Customer should not provide Triniteq with credit (or debit) card information of any kind directly in relation to the Triniteq’s applicable POWEREPOS, Predicttile and/or Insights Software, at any time.
    20.3 The Customer must advise Triniteq if the Customer’s nominated credit (or debit) card is to become expired, dishonoured or closed.
    20.4 Upon the Customer submitting their credit (or debit) card information to Stripe, the Customer acknowledges and agrees to the Stripe privacy policy, services agreement, payment terms and financial services terms, along with any other appropriate Stripe terms and conditions.
    20.5 Triniteq accepts absolutely no responsibility and/or liability of any kind in relation to the Customer’s credit (or debit) card information and/or any issues, changes to, or irregularities associated with the Stripe payment platform.
    21.8 If any of the amount payable is returned or dishonoured for any reason by the Customer’s credit (or debit) card/ financial institution, Triniteq will contact the Customer and a redraw of Customer’s account will occur within three (3) business days. Any transaction fees payable by Triniteq in respect of the above will be in addition to the amount payable by the Customer.
    
    
21. Customer Support Direct Debit Arrangement
    
    21.1 As per the Direct Debit Request (DDR) arrangements set up by Triniteq and signed by the Customer, Triniteq undertakes to periodically debit the Customer’s nominated account for the agreed amount of the Customer’s applicable SaaS, Purchase Order, Sales Agreement/Quotation, Subscription Plan, or Customer Support Plan/Agreement Fees.
    21.2 Drawing arrangements
    a. The first drawing under this Direct Debit Arrangement will occur as per the arrangement.
    b. If drawing falls on, or is due on a non-business day, it will be debited to the Customer’s account on the next business day following the scheduled drawing date
    c. Triniteq will give you not less than fourteen (14) days’ notice when changes to the initial terms of the arrangement are made. This notice will state any other changes to the initial arrangement.
    d. If the Customer wishes to discuss any changes to the initial arrangement, please inform Triniteq with no less than thirty (30) days’ notice by contacting a Triniteq accounts representative in writing by emailing accounts@triniteq.com. These changes may include:
       – deferring the drawing; or
      – altering the schedule; or
      – stopping an individual debit; or
      – suspending the DDR; or
      – cancelling the DDR
    
    21.3 All enquiries should be directed to Triniteq, and not to a Customer’s financial institution, and these should be made at least thirty (30) working days prior to the next scheduled drawing date. All communication addressed should include the Customer’s Name and general business information.
    
    21.4 All Customers’ personal information will be kept confidential, except that information provided to Triniteq’s financial institution to initiate the drawing to the Customer’s nominated account. (If information will not be kept confidential, the Customer may wish to explain how, why, and to whom this information will be made available to)
    
    21.5 Disputes:
    a. If the Customer believes that a drawing has been initiated incorrectly, Triniteq encourages the Customer to take the matter up directly with Triniteq by contacting Triniteq head office on +61 (0) 8 9302 0800, or by email to accounts@triniteq.com during Western Australian business hours.
    b. If the Customer does not receive a satisfactory response from Triniteq, the Customer may contact the Customer’s financial institution and insist they respond to the Customer’s claim:
        – Within five (5) business days (for claims lodged within 12 months of the dispute drawing; or
       – Within thirty (30) business days (for claims lodged more than twelve (12) months after the dispute drawing)
    21.6 The Customer will receive a refund of the drawing amount if Triniteq cannot substantiate a reason for the drawing.
    21.7 It is the Customer’s responsibility to ensure that:
    a. the nominated account can accept direct debits; and
    b. that on the drawing date there is sufficient cleared funds in the nominated account; and
    c. that the Customer advises Triniteq if the nominated account is transferred or closed.
    21.8 If any of the drawing is returned or dishonoured by the Customer’s financial institution, Triniteq will contact the Customer and a redraw of Customer’s account will occur within three (3) business days. Any transaction fees payable by Triniteq in respect of the above will be in addition to the amount payable by the Customer.
    21.9 If the Customer decides not to have the collection of Customer’s (ongoing) SaaS, Subscription Plan, Purchase Order including recurring payments/rental items, Sales Agreement/Quotation including recurring payments/rental items, or recurring payments of Customer Support Plan/Agreement and/or Subscription Plan fees setup on Direct Debit, the Fees will be invoiced on a monthly basis, and incur a $10 ex GST account keeping fee per invoice.
    
    
22. SaaS/Subscription Charges & Payment
    
    a. Subject to section 21.2b and any Form or Subscription Plan referencing these Terms of Use stating otherwise, all Subscription Charges are due in full upon commencement of the Customer’s Subscription Term. If the Customer:
    i. fails to pay your (the Customer’s) Subscription Charges or any charges for other services indicated on any Form, Agreement, Contract, SaaS or Subscription Plan referencing these Terms of Use within seven (7) business days of the charges becoming due and payable; or
    ii. does not update your (the Customer’s) payment information in your (the Customer’s) Account as necessary in order to allow the Subscription Charges to be deducted from any debit card or credit card,
    in addition to any other remedies Triniteq may have, Triniteq may suspend or cancel your (the Customer’s) access to and use of Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware including, but not limited to WaiterPOS, back-office software, Insights, Predicttile, and/or POWEREPOS.
    
    b. If the Customer upgrades your (the Customer’s) Subscription Plan during your (the Customer’s) Subscription Term (a “Subscription Upgrade”), any additional Subscription Charges associated with such Subscription Upgrade will be:
    i. prorated over the remaining period of your (the Customer’s) Subscription Term.
    ii. charged to your (the Customer’s) Account.
    iii. due and payable upon implementation of such Subscription Upgrade; and
    iv. added to any future Subscription Term to reflect the Subscription Upgrade.
    
    c. No refunds or credits for Subscription Charges or other fees or payments will be provided to the Customer if you (the Customer) downgrade your (the Customer’s) Subscription Plan. Downgrading your (the Customer’s) Subscription Plan may cause loss of Content, features or capacity of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware and Triniteq does not accept any liability for such loss.
    
    d. Unless otherwise stated, all charges are exclusive of any taxes (other than GST in Australia), levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). The Customer must pay any Taxes payable in respect of the provision of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware except those assessable against Triniteq.
    
    e. If the Customer nominates to pay your (the Customer’s) Subscription Charges and any additional charges by debit or credit card, the Customer hereby authorises Triniteq to deduct the Subscription Charges and any additional charges from your (the Customer’s) debit or credit card in advance on a periodic basis in accordance with the Terms of your (the Customer’s) Subscription Plan and any Form. Triniteq uses Stripe as a Third-Party intermediary to manage debit and credit card processing and this intermediary is not permitted to store, retain or use your billing information except to process your debit or credit card information for Triniteq.
    
    
    f. Subscription Plans are subject to change by Triniteq giving 14 days’ notice. Triniteq will not be liable to the Customer, End Users, any other Users or any Third Party for any modification to the Subscription Plans.
    
    
23. Use of Triniteq Services, Software, Products, Goods and/or Hardware
    
    a. Subject to the Customer’s compliance with these Terms of Use and the Customer’s Subscription Plan, Triniteq grants the Customer a non-exclusive, non-transferable licence to use the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware in accordance with these Terms of Use and the Customer’s Subscription Plan. The Customer’s Subscription Plan will set out what rights you (the Customer) have to access and use the Triniteq Services, Software, Products, Goods and/or Hardware.
    b. Access to and use of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware is restricted to the number of End Users permitted under the Customer’s Subscription Plan. Each End User will be identified by a unique username and password (“Login”) and that Login may only be used by one (1) End User. The Customer must not share a Login among multiple individuals or End Users. The Customer and the Customer’s End Users are responsible for maintaining the confidentiality of all Login information for the Customer’s Account.
    c. The Website or the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware may contain links to other websites and contains Content added by Third Parties. Triniteq does not endorse, sponsor, or approve any Third-Party Content available on any linked website. Triniteq is not liable for any Third-Party Content transmitted or posted on the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware or otherwise transmitted to any User including the Customer’s reliance on such Content.
    d. A high-speed internet connection is required for proper transmission of the Triniteq Services, Software, Products, Goods and/or Hardware. The Customer is responsible for procuring and maintaining the network connections that enable the Customer to use the Triniteq Services, Software, Products, Goods and/or Hardware, including browser software that supports the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware and a secure socket layer (SSL) security protocol or other security protocols. Triniteq is not responsible for the reliability or performance of any internet connection or software which is not operated or controlled by Triniteq.
    e. Triniteq and or Triniteq Partners retain complete editorial control over any Content on the Triniteq Services, Software, Products, and/or Goods and may alter, amend or remove any Content on the Triniteq Services, Software, Products, and/or Goods at any time.
    f. The Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware may not operate on a continuous basis and may be periodically unavailable (including for maintenance purposes).
    g. Triniteq may, in Triniteq’s reasonable discretion, temporarily suspend the Customer’s access to and use of the Triniteq Services, Software, Products, and/or Goods:
    i. during planned downtime for upgrades and maintenance to the Triniteq Services, Software, Products, and/or Goods. Triniteq will endeavour to:
          A. schedule planned downtime for weekends (AWST) and other off-peak hours; and
         B. notify you in advance both through Triniteq’s status page, or website and emailing the email address connected to the Customer’s Account;
    ii. during any period where the Triniteq Services, Software, Products, and/or Goods is impacted by circumstances beyond Triniteq’s reasonable control, including acts of God, government, and terror or civil unrest, technical failures beyond Triniteq’s reasonable control, inability to access the internet, acts undertaken by Third Parties, and distributed denial of service attacks; and
    iii. if Triniteq suspects or detects any malicious software connected to the Customer’s Account or your (the Customer’s) use of the Triniteq Services, Software, Products, and/or Goods.
    
    
24. The Customer’s Conduct
    
    a. By accepting these Terms of Use, The Customer agrees that:
      i. you have the capacity to accept these Terms of Use;
      ii. you will maintain the security and confidentiality of your Account, login details, password and identification;
      iii. you use the Triniteq Services, Software, Products, and/or Goods in accordance with all laws of your jurisdiction, Australia and Western Australia;
      iv. you understand and accept all risks associated with the installation, use and maintenance of the Triniteq Services, Software, Products, Goods and/or Hardware;
      v. you are solely responsible for compliance with the provisions of these Terms of Use by End Users and for any and all activities that occur under the Customer’s Account;
      vi. you are solely responsible for all your (the Customer’s) Data and for ensuring that the Customer’s use of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware to store and transmit your (the Customer’s) Data is compliant with all applicable laws and regulations; and
      vii. you will maintain and promptly update your (the Customer’s) Account information and ensure that information provided is accurate, current and complete.
    
    b. The Customer agrees not to:
    • licence, sublicence, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods available to any Third Party other than authorised End Users for your internal business purposes;
    • use the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods to process data on behalf of any Third Party other than End Users;
    • modify, adapt or hack the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods or attempt to gain unauthorised access to the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods or related systems or networks;
    • falsely imply any sponsorship or association with Triniteq or Triniteq Partners;
    • use the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods to send unsolicited or unauthorised junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
    • use the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods to store or transmit any Content or data that infringes on any person’s intellectual property rights;
    • use the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods in any manner that interferes with or disrupts the integrity or performance of the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods and its components;
    • attempt to reverse engineer or otherwise discover the source code or programming code of any software making up the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods;
    • post, transmit, upload, link to, send or store any Content or data on or to the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods that:
       A. contains any viruses, malware, trojan horses, time bombs or any other similar harmful software;
      B. exploits another person in any manner;
      C. includes unauthorised disclosure of personal information;
      D. advertises services for any reason which is not aligned to the purposes for which the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods is intended; and 
      E. violates or infringes anyone's intellectual property rights;
    
    i. uses the Triniteq and Triniteq Partner’s Services, Software, Products, and/or Goods to store or transmit any “protected health information”
    
    
25. Inclusions & Exclusions of Customer POS Telephone & Premium Support Agreements
    
    The following services are included within/excluded from the scope of the Triniteq POS Telephone/Premium support agreement and will/will not be charged for in addition to the service provided within this agreement.
    25.1 The following Triniteq services are included within the scope of a Triniteq POS Telephone/Premium and/or Platform support plan/agreement/contract, and will not be chargeable additionally:
       a. Dial-in/remote/online support of issues and problems with Triniteq or Triniteq’s Partner Software (listed in Schedule 3 – Triniteq or Triniteq’s Partner Software Licensing Agreement), where the Triniteq or Triniteq’s Partner Software is not operating in the way in which it was designed by Triniteq to operate/intended by Triniteq to operate.
       b. Dial-in/remote support of operational issues, or problems with Triniteq or Triniteq’s Partner Software (listed in Schedule 3 – Triniteq or Triniteq’s Partner Software Licensing Agreement).
    25.2 The following Triniteq services are not included within the scope of the Triniteq POS, POWEREPOS, Insights, Predicttile, and/or Platform support plan/agreement/contract, and will be chargeable additionally:
      a. Configuration, PLU, Pricing & Menu changes,
      b. Additional reporting templates/automated reports,
      c. 3rd party integration and export file/data creation and implementation,
      d. EFTPOS integration, configuration, and implementation,
      e. The reinstallation of Triniteq, or Third-party software on repaired hardware,
      f. The installation, or reinstallation of Triniteq, or Third-party software on hardware not supplied by Triniteq,
      g. The reinstallation of Triniteq, or Third-party software, on all hardware infected by malware, ransomware, or any other virus/issue outside of Triniteq’s control,
      h. The installation and configuration of Triniteq, or Third-party software on loan equipment.
      i. Back Office Computer/Server software migrations,
      j. Microsoft SQL upgrades or archiving of SQL data,
      k. Project Scoping and Consultation.
      l. Training.
      m. Software Development.
      n. General System Configuration.
      o. Hardware repairs.
      p. Any other Triniteq services.
      q. Any and all changes/developments to Triniteq Platform software outside the scope of how Triniteq platform software is intended by Triniteq or designed by Triniteq to operate,
      r. Any and all changes to Triniteq Platform software requiring software development,
      s. 3rd party integration and export file/ data creation and implementation,
      t. 3rd party interface configuration and implementation,
      u. The reinstallation of Triniteq, or Third-party software on hardware,
      v. Consultation with The Customer regarding changes to the Triniteq Products, Software & Services/system
      w. Consultation with 3rd parties regarding the Customer and their use of Triniteq Products, Software & Services/system.
      x. General Information technology services.
      y. Any other services of any kind.
    
    
26. Inclusions & Exclusions Customer POWEREPOS Email Support (only) Agreements
    
    26.1 The following Triniteq services are included within the scope of a Triniteq POWEREPOS Email support plan, and will not be chargeable additionally:
      a. Dial-in/remote/online support of issues and problems with POWEREPOS software (listed in Schedule 3 – Triniteq or Triniteq’s Partner Software Licensing Agreement - Promotional Software (only)), where the Triniteq POWEREPOS software is not operating in the way in which it was designed by Triniteq to operate/intended by Triniteq to operate.
      b. Dial-in/remote support of operational issues, or problems with Triniteq or Triniteq’s Partner Software (listed in Schedule 3 – Triniteq or Triniteq’s Partner Software Licensing Agreement - Promotional Software (only)).
    
    
    26.2 The following Triniteq services are not included within the scope of the Triniteq POWEREPOS Email support plan, and will be chargeable additionally:
      a. Configuration, PLU, Pricing & Menu changes,
      b. Additional reporting templates/automated reports,
      c. 3rd party integration and export file/data creation and implementation,
      d. EFTPOS integration, configuration and implementation,
      e. The reinstallation of Triniteq, or Third-party software on repaired hardware,
      f. The installation, or reinstallation of Triniteq, or Third-party software on hardware not supplied by Triniteq,
      g. The reinstallation of Triniteq, or Third-party software, on all hardware infected by malware, ransomware or any other virus/issue outside of Triniteq’s control,
      h. The installation and configuration of Triniteq, or Third-party software on loan equipment.
      i. Back Office Computer/Server software migrations,
      j. Microsoft SQL upgrades or archiving of SQL data,
      k. Project Scoping and Consultation.
      l. Training.
      m. Software Development.
      n. General System Configuration.
      o. Hardware repairs.
      p. Any other Triniteq services.
      q. Any and all changes/developments to Triniteq Platform software outside the scope of how Triniteq platform software is intended by Triniteq or designed by Triniteq to operate,
      r. Any and all changes to Triniteq Platform software requiring software development,
      s. 3rd party integration and export file/ data creation and implementation,
      t. 3rd party interface configuration and implementation,
      u. The reinstallation of Triniteq, or Third-party software on hardware,
      v. Consultation with The Customer regarding changes to the Triniteq Products, Software & Services/system
      w. Consultation with 3rd parties regarding the Customer and their use of Triniteq Products, Software & Services/system.
      x. Telephone support
      y. General Information technology services.
      z. Any other services of any kind.
    
    
27. Inclusions Web/Platform ONLY Customer Support Agreement
    
    The following service is included within the scope of the Triniteq Platform support plan/agreement/contract ONLY and will not be charged for in addition to the services provided within this particular support plan/agreement/contract. The following Triniteq services are NOT included within the scope of the Triniteq POS support plan/agreement/contract and are chargeable additionally to the services provided within this particular support plan/agreement/contract:
    a. Basic User Assistance
    
    
28. Callouts
     
    28.1 A ‘callout’ is classed as any job, call, and/or visit that requires a representative of Triniteq to attend the Customer’s head office, premises, or venue(s) for the purpose of supporting the Customer’s Triniteq system/software, or repairing/maintaining/supporting the Customers Triniteq hardware. A ‘callout’ will not occur without a Triniteq Authorised Service Provider being made aware and must also have the Customer’s consent to the ‘callout’. Further, a ‘callout’ will only be undertaken if the ‘callout’ is deemed necessary by Triniteq management, and all other online/remote measures to resolve the issue fail.
    28.2 For any ‘callout’, the Customer agrees to pay Triniteq a ‘travel fee’ of $165 (Inc GST) per hour, or part-there-of for any and all travel by the Triniteq Authorised Service Provider, to and from the Customers head office, premises, or venue(s) for the purpose of the ’callout’.'
    
    
29. Telephone & Premium POS Support Agreement Cancelation/Renewal/ Minimum Support Time Period
    
    a. Renewal of all Triniteq Support Plans/Agreements/Contracts will be automatic at end-of-term unless cancellation has been received in writing by Triniteq, from the Customer, at least 30 days prior to the expiry date.
    b. Should the Customer wish to cancel their Telephone & Premium POS Support Agreement immediately, and notification is given to Triniteq in writing of the Customer’s request to cancel their Telephone & Premium POS Support Agreement immediately, the Customer will be charged a 30-day Telephone & Premium POS Support Agreement cancellation fee at the Customer’s normal support rates.
    b. All Triniteq Support Plans/Agreements/Contracts will be reviewed by Triniteq 1 month prior to their expiry and notification will be given to the Customer, by Triniteq, of any rate increases and renewal will be issued at that time.
    c. The minimum term offered by Triniteq, for a Triniteq Telephone Support Plan/Agreement/Contract, is a period of 3 months. The minimum term offered by Triniteq, for a Triniteq Premium Support Plan/Agreement/Contract, is a period of 6 months.
    
    
30.  Privacy
    
    The Customer consents to Triniteq holding and using personal/business information provided by the Customer for the purpose of the Customer’s use of the Services, Software, Goods, Products and/or Hardware and Triniteq’s dealings with the Customer. Such personal information will be held and used subject to Triniteq’s privacy policy which can be found at; website www.triniteq.com/privacy-policy.
    
    The Customer is responsible for ensuring that the Customer complies with its obligations of privacy to its clients or other persons whose personal information is provided to the Customer. The Customer warrants and represents that it has the authority or consent of each person who has provided personal/business information to provide that personal/business information to Triniteq for the purposes of Triniteq providing the Services, Software, Goods, Products and/or Hardware to the Customer.
    
    
    
31. Privacy Act 1988
    
    31.1 The Customer and/or the Guarantor/s agree for Triniteq to obtain from a credit reporting agency a credit report containing personal credit information about the User and Guarantor/s in relation to credit provided by Triniteq.
    31.2 The Customer and/or the Guarantor/s agree that Triniteq may exchange information about the Customer and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
      a. to assess an application or order made by the Customer; and/or
      b. to notify other credit providers of a default by the Customer; and/or
      c. to exchange information with other credit providers as to the status of any credit account maintained by the Customer, where the Customer is in default with other credit providers; and/or
      d. to assess the creditworthiness of the Customer and/or Guarantor/s.
    31.3 The Customer consents to Triniteq being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
    31.4 The Customer agrees that personal credit information provided may be used and retained by Triniteq for the following purposes and for other purposes as shall be agreed between the Customer and Triniteq or allowed by law from time to time:
      a. provision of Services, Software, Goods, Products and/or Hardware; and/or
      b. marketing of Products by Triniteq, agents, or distributors in relation to the Services, Software, Goods, Products and/or Hardware; and/or
      c. analysing, verifying and/or checking the User’s credit, payment and/or status in relation to provision of Services, Software, Goods, Products and/or Hardware; and/or
      d. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
      e. enabling the daily operation of the Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Products.
    31.5 Triniteq may give information about the Customer to a credit reporting agency for the following purposes:
      a. to obtain a consumer credit report about the Customer; and/or
      b. allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.
    
    
32. Personal Property Securities Act (“PPSA”)
    
    32.1 The Customer acknowledges and agrees that the agreement constituted by the Customer’s acceptance of these Terms of Use constitutes a security agreement pursuant to the PPSA and that a security interest exists in all Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware (and any proceeds arising in respect of a deal in Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware) provided by Triniteq to the Customer prior to the date of this agreement (if any) and following the date of this agreement.
    32.2 The Customer consents to Triniteq affecting and maintaining registration on the register (in a manner Triniteq considers appropriate) in relation to the security interest in the Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware constituted or contemplated by this security agreement and the proceeds arising in respect of any dealing in the Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware including but not limited to any intellectual property in the Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware (if any). Triniteq may at any time before or after the delivery or supply of Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware to the Customer register a financing statement or financing change statement in respect of a security interest (including any purchase money security interest).
    32.3 The Customer (for and on behalf of itself and its successors, administrators or assigns) undertakes:
    32.3.1 To do anything (including executing any new document or providing any information or assistance) that is required by Triniteq:
       a. to facilitate the registration and continuing maintenance of any registration of a security interest under the PPSA in respect of the Products (and any proceeds arising in respect of a dealing in the Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware) including ensuring that the security interest is and continues as a perfected security interest and has priority over all other security interests in the Products (if any) held by any other party;
       b. to register a financing statement or financing change statement; and
       c. to ensure that its security position, and rights and obligations, are not adversely affected;
    32.3.2 not to create any security interest or lien over any of the Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware (other than security interests granted to Triniteq);
    32.3.3 not to give Triniteq a written demand or allow any other person to give Triniteq a written demand requiring Triniteq to register a financing change statement under the PPSA relating to Triniteq’s security interest under the PPSA in respect of the Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware and any proceeds arising in respect of a dealing in the Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware.
    32.3.4 not to sell, lease, dispose of or otherwise deal with the Triniteq and Triniteq’s Partners Services, Software, Products, Goods and/or Hardware or give possession of the Products to another person, except with the express written consent of Triniteq;
    32.3.5 not to permit any of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware to become an accession to or commingled with any asset that it’s not part of the Triniteq Services, Software, Products, Goods and/or Hardware; and
    32.3.6 to notify Triniteq of any changes to its details (as set out in the quotation) within five (5) days of such change.
    32.4 The Customer agrees not to disclose information of the kind referred to in s.275(1) of the PPSA to an interested person, or any other person required by an interested person except in circumstances required by subsection 275(7)(b), 275(7)(d) and 275(7)(e) of the PPSA. The Customer waives any right it has, or may but for this clause otherwise have had, under s.275(7)(c) of the PPSA to authorise the disclosure of the above information and acknowledges that these clauses amounts to a confidentiality agreement for the purposes of s.275 of the PPSA.
    32.5 The Customer waives its right to receive each notice which it is permitted to waive under s.157(3) of the PPSA.’
    32.6 If Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest arising under or in connection with this agreement and:
    32.6.1 section 115(1) of the PPSA allows for the contracting out of provisions of the PPSA, then the Customer (to the maximum extent permitted by law) agrees that the following provisions of the PPSA will not apply and the Customer will have no rights under them:
      a. s.95 (to the extent that it requires secured party to give notices to the grantor);
      b. s.96;
      c. s.118 (to the extent that it allows a secured party to give notices to the grantor);
      d. s.121(4);
      e. s.123(2);
      f. s.125;
      g. s 129(2)
      h. s.130 (to the extent that it requires the secured party to give notice to the grantor);
      i. s.132(3)(d);
      j. s.132(4);
      k. s.135;
      l. s.142; and
      m. s.143; and
    
    32.6.2 section 155(7) of the PPSA allows for the contracting out of provisions of the PPSA, then the Customer (to the maximum extent permitted by the law) agrees that the following provisions of the PPSA will not apply and the Customer will have no rights under them:
       a. s.127;
      b. s.129(2) and (3);
      c. s.130(1);
      d. s.132;
      e. s.134(2);
      f. s.135;
      g. s.136(3), (4) and (5); and
      h. s.137.
    
    32.7 The Customer agrees to promptly reimburse Triniteq for all costs and any expenses incurred or payable by Triniteq in relation to registering, maintaining or releasing of any registration on the register in relation to any security interest contemplated or constituted by this agreement.
    32.8 The Customer irrevocably grants Triniteq the right to enter upon the Customer’s property or premises, without notice and without being in any way liable to the Customer or any third party, if Triniteq has cause to exercise any of Triniteq’s rights under s.123 of the PPSA, s.128 of the PPSA or both, and the Customer shall indemnify Triniteq from any claims made by any third party as a result of such exercise.
    32.9 Clause 27 applies to the extent that Triniteq’s interest in the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware comprises a security interest. Nothing in clause 27 is limited by any other provisions of the rental agreement, purchase agreement, or any other agreement between the parties.
    
    
33. Liability
    
    Except as expressly provided elsewhere in this agreement/these Terms of Use, and subject to any law or statute which prohibits the exclusion or limitation of any guarantee, condition, warranty or remedy, Triniteq will be under no liability to the Customer and liability is excluded (whether for breach of contract, negligence or otherwise) in respect of any loss or damage which may be suffered or incurred by the Customer, and/or the Customer’s clients which may arise directly or indirectly in respect of the use, or supply, or availability of the Services, Software, Products and/or Hardware under this agreement. The Customer acknowledges and agrees that such Triniteq and Triniteq Partner’s Services, Software, Products and/or Hardware, may contain errors or omissions.
    
    
34. Consequential Loss
    
    Subject to any law or statute which prohibits the exclusion or limitation of any guarantee, condition, warranty or remedy, Triniteq will be under no liability to the Customer, and/or the Customers client’s, and liability is excluded (whether for breach of contract, negligence or otherwise) for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business or profits, loss resulting from business interruption, loss of data or business information, loss resulting from any claim by any third party or any other pecuniary loss) arising out of the use, or supply or availability of the Triniteq and Triniteq Partner’s Services, Software, Products and/or Hardware, even if Triniteq has been advised of the possibility of such damages. The Customer acknowledges and agrees that such Triniteq and Triniteq Partner’s Services, Software, Products and/or Hardware, may contain errors or omissions.
    
    
35. Use of Customer Data/Data
    
    Subject to any law or statute which prohibits the exclusion or limitation of any guarantee, condition or warranty or remedy, Triniteq accepts no responsibility for, and excludes liability for, any interpretation or use of the Customer Data/Data, results or other information generated by use of the Triniteq and Triniteq Partner’s Services, Software, Products, or Hardware by the Customer or any other person. The Customer acknowledges and agrees that such Customer Data/Data, results, or other information may contain errors or omissions. Without limiting any other provision in this agreement, Triniteq will not be liable to the customer (whether for breach of contract, negligence or otherwise) for any loss or damage suffered by the Customer or any third party by reason of any reliance on or the interpretation or use of the Customer Data/Data, results or other information generated by use of the Triniteq and Triniteq Partner’s Products and Services or for any error or defect or omission arising out of the use of the Triniteq and Triniteq Partner’s Services, Software, Products, or Hardware.
    
    
36. Third Party Facilities
    
    The Customer acknowledges that Triniteq relies on Third Party Facilities to deliver the Triniteq and Triniteq Partner’s Services, Software, Products and/or Hardware under this agreement and that such Third-Party Facilities may fail or malfunction or not be available through no fault of Triniteq. Subject to any law or statute which prohibits the exclusion or limitation of any guarantee, condition, warranty or remedy, Triniteq will be under no liability to the Customer and liability is excluded (whether for breach of contract, negligence or otherwise) in respect of any loss or damage which may be suffered or incurred by the Customer caused or contributed to by a defect, fault or failure of any Third-Party Facilities or if Third Party Facilities are not available for any reason.
    
    
37. Resources and Access
    
    The Customer will provide at your own cost any resources, access, co-operation and assistance reasonably required by Triniteq for the purpose of the provision of the Triniteq and Triniteq Partner’s Services, Software, Products and/or Hardware including (without limitation) the matters specified in this agreement. The Customer will provide full and safe access to the Customers premises or other facilities as is reasonably required by Triniteq for the purpose of providing the Triniteq and Triniteq Partner’s Services, Software, Products and/or Hardware including (without limitation):
    37.1 Providing any necessary equipment, materials and information to Triniteq;
    37.2 Providing all facilities, services and accessories reasonably required to enable Triniteq to comply with its obligations;
    37.3 Providing Triniteq, if requested, a suitably qualified or informed representative, agent or employee to work with Triniteq on project requirements, access, security procedures, install services such as (but not limited to) electricity, and data cabling, an IT professional, and any other matter within the Customer’s knowledge or control which will assist Triniteq in complying with its obligations.
    
    
38. Compliance with Laws
    
    The Customer must comply with any law, legislation, regulation, or code of practice applicable to the Triniteq and Triniteq Partner’s Services, Software, Products and/or Hardware and their use. Triniteq is not responsible for, and excludes liability for, any breach of any applicable law, legislation, regulation, or code of practice by the Customer in relation to use of the Triniteq and Triniteq Partner’s Services, Software, Products and/or Hardware. The Customer must not use the Triniteq and Triniteq Partner’s Services, Software, Products and/or Hardware for any illegal purpose including (without limitation):
    38.1 Unlawful, harassing, defamatory, libellous, tortuous, abusive, threatening, or obscene communications of any kind;
    38.2 Material that infringes or violates any third party's copyright, trademark, trade secret, privacy or other proprietary or property right;
    38.3 Material and/or behaviours that could constitute a criminal offence, give rise to civil liability, tax evasion, or otherwise violate any applicable law or regulation;
    38.4 Objectionable material, including without limitation, content that contains blatant bigotry, racism, or hatred, or that promotes illegal activities or physical harm against anyone;
    38.5 Spam, chain letters, junk mail or any other type of unsolicited mass e-mail to people or entities who have not agreed to be part of such mailings;
    38.6 Viruses or other harmful, disruptive or destructive files;
    38.7 Content containing nudity or pornographic material of any kind to people under age 18, or to anyone on lists that are not limited to people age 18 or older.
    
    Triniteq may remove and/or report material which in Triniteq’s reasonable opinion constitutes a breach of the above terms.
    
    
39. Security
    
    Triniteq will adopt and implement measures to protect the integrity and security of data provided by the Customer, such measures being of the sort and standard reasonably to be expected of a provider of services of the sort provided by Triniteq. The Customer acknowledges that the integrity or security of data may be compromised even where such measures are adopted and implemented or where there is a failure of Third Party Facilities to protect the integrity and security of data provided by the Customer and/or their clients. Subject to any law or statute which prohibits the exclusion or limitation of any guarantee, condition, warranty or remedy, Triniteq will be under no liability to the Customer and/or their clients and liability is excluded (whether for breach of contract, negligence or otherwise) in respect of any loss or damage which may be suffered or incurred by the Customer and/or their clients as a result of any breach of security of the data provided by the Customer and/or their clients or unauthorised access to the Customer’s data or computer systems or any loss of data.
    
    
40. Updates to which The Customer is Entitled
    
    Where the Customer is entitled to updates, upgrades or additional features as part of the Triniteq and Triniteq Partner’s Services, Software, Products, Goods, and/or Hardware, these will be provided by Triniteq when Triniteq determines that they are available and compatible for use with the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware. The Customer will only be offered updates and upgrades to Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware should Triniteq deem that the Customer is entitled to such updates, upgrades, or additional features. Triniteq reserves the right to refuse, disallow and/or delay updates, upgrades, or additional features at any time.
    
    
41. Updates Outside Scope of Services
    
    Where updates, upgrades, or additional features which are not included in the Triniteq and Triniteq Partner’s Services, Software, Products, Goods, and/or Hardware become available and Triniteq offers these updates, upgrades, or additional features to the Customer and the Customer wishes to obtain such updates, upgrades, or additional features, the Customer will not be entitled to such updates, upgrades, or additional features until payment is made for them. On payment, such updates, upgrades, and additional features will be deemed to have been incorporated into the description of the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware.
    
    
42. Prohibited Use
    The Customer agrees that in using the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware:
    
    42.1 The Customer will not disrupt or interfere with another user's use or enjoyment of the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware;
    42.2 The Customer will not use or attempt to use another person's Account, service or system without authorisation from the owner, nor will the Customer disrupt or interfere with the security of, or otherwise abuse, the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware, system resources or accounts, or any servers or networks connected to the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware;
    42.3 The Customer will not attempt to obtain unauthorised access to Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware, or to private lists on the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware, or to other services or resources provided by Triniteq;
    42.4 The Customer is solely responsible for its actions in relation to Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware, and for any communications transmitted under the Customer’s account;
    42.5 The Customer will not forge header or address information or otherwise impersonate another or create a false identity;
    42.6 The Customer will not systematically extract, collect or harvest, through electronic means or otherwise, any data or data fields, including without limitation, lists, list owner identities, or email addresses, from any website other than those the Customer owns;
    42.7 The Customer will not disrupt the normal operations of the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware or cause any substantial change in the usual content or frequency of emails sent using the Services;
    42.8 The Customer will not use the Triniteq and Triniteq Partner’s Services, Software, Products, Goods, and/or Hardware to send unsolicited emails or other communications;
    42.9 The Customer will not use Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware for illegal, dishonest, criminal or illicit purposes.
    42.10 The Customer will not abuse, manipulate, misrepresent, fabricate, and/or falsify data when using Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware for illegal, dishonest, criminal or illicit purposes.
    42.11 The Customer will comply with all applicable laws and regulations, related to privacy and data collection.
    
    
43.  Indemnity
    
    The Customer will indemnify Triniteq and keep Triniteq indemnified against any loss or damage suffered by Triniteq (including any legal costs incurred) which arises out of circumstances where the Customer is in breach of any of these terms and conditions, including (without limitation) where a claim is brought against Triniteq by any other person as a result of a breach of these terms and conditions by the Customer.
    
    
44.  Termination
    
    Triniteq may terminate this agreement with immediate effect, including the supply of the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware, by giving notice to the Customer if:
    44.1 The Customer is in breach of this agreement and the breach is not capable of being remedied;
    44.2 The Customer is in breach of this agreement and, in the case of a breach which is capable of being remedied, the Customer fails to remedy the breach within 30 days of receipt of written notice of the breach;
    44.3 The Customer fails to pay any amount due to Triniteq within 30 days of receiving an invoice for payment;
    44.4 The Customer fails to pay any amount due to Triniteq within 14 days of receiving a written demand for payment;
    44.5 The Customer is subject to any application for winding up or liquidation, or for the appointment of a receiver or manager, or is subject to any other form of insolvency event:
    44.6 Triniteq discontinues the Triniteq and Triniteq Partner’s Services, Software, Products, Goods, and/or Hardware or part of them. If this agreement is terminated, the Customer must immediately stop using the Triniteq and Triniteq Partner’s Services, Software, Products, Goods, and/or Hardware. On termination, all payments due to Triniteq must be made within 14 days.
    
    
45. Confidentiality
    
    Each party will keep confidential any confidential information belonging to the other party disclosed pursuant to this agreement/these Terms of Use. Confidential information belonging to Triniteq includes the unpublished content and methodology of the Triniteq and Triniteq Partner’s Services, Software, Products, Goods and/or Hardware, intellectual property, general confidential information, dealings with the Customer and any other information relating to the business, operations or products of Triniteq, other than information in the public domain or information which subsequently enters the public domain (except as a result of a breach of this agreement).
    
    
46. Severance
    
    If any term or part of this agreement is, or becomes, for any reason invalid or unenforceable at law, that term or part of this agreement will be and is hereby deemed to be severed from this agreement without affecting the remainder of this agreement and the remainder of this agreement will continue to be valid and enforceable.
    
    
47.  Assignment
    
    This agreement is personal to the Customer and may not be assigned or otherwise transferred by the Customer to any third party except with the prior written consent of Triniteq (which consent will not be withheld or delayed unreasonably). Triniteq may assign the benefit of this agreement to a third party on giving notice to the Customer.
    
    
48. Amendment
    
    This agreement may be amended by Triniteq from time to time. Any amendments will be notified to the Customer and will take effect from the date on which such notice is received by the Customer.
    
    
49. Entire Agreement
    
    This agreement constitutes the entire agreement/Terms of Use between the parties in respect of the supply of the Triniteq and Triniteq Partner’s Services, Software, Products, Goods, and/or Hardware. This agreement/these Terms of Use supersedes all prior representations, warranties, agreements, understandings, negotiations, and discussions whether oral or written, express or implied, collateral or otherwise, by or between the Customer and Triniteq pertaining to the subject matter of this agreement.
    
    
50.  Force Majeure
    
    Triniteq or the Customer will not be liable to the other for any delay or failure to perform its obligations under this agreement/these Terms of Use by reason of any circumstances beyond its reasonable control.
    
    
51. Copyright of Hardware and Software
    
    The software supplied is covered by Australian and International copyright law. This means it is illegal to Copy in any way, shape or means either the HARDWARE or SOFTWARE for other than back up purposes.
    
    
52.  Notices
    
    Any notice given under this agreement must be in writing and authorised by Triniteq or the Customer (the party) giving the notice. A notice may be given by email provided that such email is actually received by the intended recipient of the email.
    
    
53. Authority
    
    Where a person (including a person, company or other entity) enters into this agreement on its own behalf and on behalf of the other persons specified in the Triniteq Support Agreement and/ or Triniteq Sales Agreement, that person warrants and represents that it has authority to act on behalf of those other persons and to enter into this agreement on their behalf. This agreement is binding on each of the entities specified in the Triniteq Support Agreement, Subscription, SaaS, Purchase Order, and/or Triniteq Sales Agreement and each is included in the definition of the Customer.
    
    
54. Governing Law and Jurisdiction
    
    This agreement is governed by and is to be construed in accordance with the laws of Western Australia. Both Triniteq and the Customer (each party) irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.
    
    
55. General
    
    a. These Terms of Use will override any other terms provided by Triniteq in relation to the use of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware if they are inconsistent with these Terms of Use.
    b. If any provision in these Terms of Use is invalid or unenforceable, the provision will be read down or severed as necessary without affecting the validity or enforceability of the remaining provisions of these Terms of Use.
    c. The Customer may not assign the Customer’s rights or delegate performance of the Customer’s obligations under these Terms of Use without Triniteq’s prior consent which will not be unreasonably withheld. Triniteq may, without the Customer’s consent, assign its agreement with the Customer to any member of Triniteq or in connection with any merger or change of control of Triniteq or the sale of all or substantially all of its assets provided that any such successor agrees to fulfil its obligations pursuant to these Terms of Use
    d. These Terms of Use, together with any Form(s) and Subscription Plan, SaaS, constitute the entire agreement, and supersede any and all prior agreements between the Customer and Triniteq in relation to the Customer’s use and access to the Triniteq or Triniteq Partner’s Services, Software, Products, Goods and/or Hardware.
    e. Triniteq may periodically amend these Terms of Use by providing notice with the varied Terms of Use to take immediate effect upon such notice. The Customer’s continued use of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware after any variation of these Terms of Use will be deemed to constitute your (the Customer’s) acceptance of the varied Terms of Use. If the Customer does not accept the varied Terms of Use, the Customer’s must discontinue use of the Triniteq or Triniteq’s Partners Services, Software, Products, Goods and/or Hardware and/or terminate the Customer’s Account.
    f. Triniteq’s failure to enforce any provision of these Terms of Use does not constitute a waiver of that provision and it will not affect Triniteq’s right to subsequently enforce that provision.
    g. These Terms of Use and any contract, agreement, Form which they apply to are governed by the laws of Western Australia and are subject to the jurisdiction of the courts of Western Australia.
    h. Clauses 43 to 45 shall survive any termination of the Customer’s agreement with Triniteq. Termination of such agreement shall not limit the Customer’s or Triniteq’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms of Use.
    i. Triniteq may provide any notice required under these Terms of Use by publishing the notice on the Website or emailing any notice to the email address connected to the Customer’s Account. The Customer must give notice to Triniteq by emailing: accounts@triniteq.com.
    
    These Terms of Use are current and effective as from August 27, 2020.

Go to:

Schedule 2 – Triniteq Support and Sales Agreement Terms of Use – Charges, Fees, Payments, Quotes, Purchase Orders & Proposals

Schedule 3 – Triniteq or Triniteq's Partner Software Licensing Agreement

Schedule 4 - PowerEPOS Flexible Payment Solution Agreement & Terms of Use