Subscription Terms.

These Subscription Terms (“Terms”) apply to all clients, or all potential clients of The Clever Label [ABN 23936950278] (“we, us, our”) and users of our website app. These Terms together with any other terms and conditions and policies we publish or link to on our website, app and services form an Agreement with us (“Agreement”). “You” could be any client of ours.

ONLINE SUBSCRIPTION WE WILL PROVIDE

By purchasing a subscription to our app (“Subscription”) you are entitled to use The Clever Label app software (“Software”) and support services. The Software enables you to use smart labels to help support and promote circularity of non-FMCG products or “our / your stuff.” When using the Software, you can design and generate QR codes to add to products; then you can add information about the product to the QR code, including the product history, materials, and rehoming capability for reference by anyone who scans the QR code. The Software includes a marketplace feature where items available for rehoming can be viewed by other users, and a confidential messaging system that allows users to communicate regarding lost items or items available for rehoming. We do not verify the accuracy of any product information provided by users in QR codes or marketplace listings.

CONSUMER SUBSCRIPTION

Your Subscription includes the amount of users at the price as advertised on our website on a subscription basis. These amounts and prices could be changed from time to time. As part of the registration you can design, generate, and assign to each of your goods a unique QR code. We will also provide online training materials.

BUSINESS/ MANUFACTURER/ RETAILER/ ACQUIRER ORGANISATION SUBSCRIPTIONS

Your subscription includes the amount of users at the price as advertised on our website on a subscription basis. These amounts and prices could be changed from time to time. As part of the registration you can design, generate, and assign to your goods a unique QR code. You can generate a maximum of 1000 unique QR codes in a single go and assign it to an individual product. You may also offer complimentary The Clever Label consumer subscriptions to your customers at a cost of $2.99 per year per unique customer, or as otherwise agreed based on quantity of anticipated customers, payable in advance. The business may wish to provide offers, incentives or new information about how to ensure their items are maintained within the circular economy, from time to time. We will also provide online training materials.

ACQUIRER/ FINDER SUBSCRIPTIONS

Your subscription is for a single user and is complimentary. You will have limited features available to you but can upgrade your subscription at any time to a paid subscription and use all of the services as per the Consumer’s subscription.

SERVICE REPAIR SUBSCRIPTION

Your subscription is for a single user and is complimentary. You will have limited features available to you. This will include the ability to update your customer’s product record with details of the repair service you provided, once they have given you permission via the website app to do so.

BEFORE PURCHASE

Things you must do before purchasing a Subscription

The app requires you to subscribe to continue to have full access to all features. The subscription will be charged to your nominated payment method via Stripe and is for your nominated Subscription Period. On occasion we may offer a free trial period.

Acknowledgements you make before purchasing a subscription

You acknowledge and agree that there may be:

·       occasional errors or omissions in Subscription descriptions, prices, availability, and promotions;

·       limits to certain regions or groups of people;

·       technical problems and inherent risks associated with using the Software, including but not limited to risks related to communicating with other users, arranging transfers of items, and relying on user-provided product information.

We do not guarantee that any items listed for rehoming will be claimed or lost items will be found through our platform. We are not responsible for managing or monitoring communications between users, verifying user identities, or ensuring the safety or success of any transactions or arrangements made between users. Users communicate and arrange transfers or returns of items at their own risk. We also do not warrant the accuracy of any Content on our platform.

You further acknowledge and agree that it is your sole responsibility to ensure that the Subscription and Software meets your requirements, that they are appropriate for you and are within the laws and regulation of your jurisdiction.

Except as required by law, we cannot guarantee the accuracy of the information about our Subscriptions, or the availability of the Software.

Payments

The Subscription Fee is automatically deducted from your nominated payment method unless you or we cancel your Subscription in accordance with the cancellation or termination terms below.
You authorise us to:

·       deduct the Fee and all other accrued and owing fees from your debit or credit card; and

·       deduct any applicable currency conversion fees or financial service provider fees where relevant.

You must ensure that sufficient funds are available in your nominated account to meet any withdrawals made by us on their scheduled due dates for the Subscription Period. Where payment is defaulted or not received, you authorise us to debit any outstanding funds from your nominated account, without the need for notifying you.

If you have any special offer coupons, they must be used at the time of purchase to apply; they cannot be applied retrospectively.

Intellectual Property

All the Intellectual Property Rights in our Software and Materials are owned by or licensed by us. We grant you non-exclusive, non-transferable, revocable, limited permission to use the Software and Materials for your sole personal use only. This permission is for the period during which you are subscribed to the app; the duration of your Subscription only and is immediately terminated at the end of your Subscription upon which all Materials must be immediately deleted. You must not modify the Software or Materials in any way. You must not distribute, sell, sublicense, or otherwise transfer or make available the Software or Materials or any portion of it to any third party. You must not modify, adapt, translate, reverse engineer, decompile or derive the source code for the Software or the Materials or authorise a third party to do so, except as specifically permitted in the app.

AFTER PURCHASE

Things you must do after purchasing a Subscription

You must:

·       maintain the confidentiality of your login, username, and password for your account;

·       use and regularly update the password for your account and ensure that your password is unique and not from credentials available elsewhere;

·       not allow other people to use your account;

·       contact us by email at ask@thecleverlabel.com if you have any difficulty using the Software or Materials;

·      contact us by email at ask@thecleverlabel.com if you have any issues and require a refund;

·       seek our prior written consent before any publication of information about us; and

·       in the case of a dispute keep all communications confidential.

You acknowledge and agree that we may monitor your use from time to time of the Software to ensure compliance.

Acknowledgements you make in relation to Content and Intellectual Property

When you prepare a Digital Downloadable QR Code you may provide us with various Content, such as images, product history, materials, and rehoming capability. When you provide us with Content you agree that you own all copyright pursuant to the Copyright Act 1968 in the Content, or you have the necessary third-party licenses to copyright.

You warrant that:

·       the Content does not breach any third-party Intellectual Property Rights or any third-party rights in any way including any contract or proprietary rights; and

·       the Content does not contain anything malicious, libellous, defamatory or any illegal material. You acknowledge that the Software and Subscription Services enable tracking and management of a wide range of property categories, and you agree to comply with all applicable laws and guidelines for the handling, labelling, transfer, and disposal of items in each property category, and to review any information we provide specific to such risks.

Where any Content you provide contains personal information as defined under the Privacy Act 1988, the personal information must already lawfully be in the public domain, and/ or you have express consent to use that personal information from the relevant person. For more information on how we deal with any personal information in particular, please see our Privacy Policy here.

Things we’d love you to do after purchasing your subscription

We’d love you to provide us with any photos, videos, testimonials, and/or case studies so we can use them for marketing and information purposes, publications, exhibitions, and professional awards across all print or digital mediums, including our social media channels.

However, please note that by providing us with photos, videos, testimonials, and/or case studies you assign copyright ownership to us. This includes all copyright and any other rights under the Copyright Act 1968 and the right of reproduction either wholly or in part. If you provide content but subsequently want to revoke permission to use it, it is your responsibility to notify us immediately at thecleverlabel@gmail.com.

If you need to cancel your Subscription

If you need to cancel your Subscription, please log in and cancel your account.t. You will not receive a refund or part refund for any payments made for your current Subscription Period but will continue to have access to the app until the end of the current Subscription Period. Where your subscription is terminated you will no longer have access to any of your data. Your Content may be deleted.

Australian Consumer Law

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 this Agreement 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 this Agreement and obtain a refund for the unused portion. If you believe we have breached your consumer guarantees, please contact us and we will comply with the law. 

OTHER MATTERS YOU SHOULD BE AWARE OF

We may change information about our Subscriptions

Except as required by law, we may at any time, and without prior notice to you:

·       change and update information including availability and promotions; or

·       change prices or descriptions of our Subscriptions.

·        

We may also discontinue the Software; however, we would use our reasonable endeavours to sell the business or pass your Content to another suitable solution.

Refunds
The Software is provided on an “as is” basis and, to the extent permitted by law, we disclaim all warranties, express or implied in including any warranties of merchantability, fitness for purpose, and non-infringement. We will use reasonable endeavours to maintain the Software to minimise errors and interruptions. At times, the Software may be temporarily unavailable for maintenance. Whilst we will endeavour to notify you, we may at times need to conduct emergency maintenance or be unable to notify you. We do not warrant that the Software is uninterrupted or error free, or secure, and we cannot warrant that it is compatible with any third-party application, program or software.

We can refuse to serve you and provide Subscriptions any time

Where you breach this Agreement, we may immediately terminate your account and Subscription. Where we terminate your Subscription for non-payment or any other breach of this Agreement, you will have basic access to the website app, but no access to your Content.

Force Majeure

Where there is a Force Majeure Event, we will not be considered in breach of this Agreement, to the extent that our obligations are unable to be performed by such an event. We will not incur any liability to you for any Loss or Damage of any nature incurred or suffered in connection with any Force Majeure Event.

LIABILITY AND INDEMNITY

To the maximum extent permitted by law, we are not liable for any Loss or Damage arising from your use of our Software, Materials and your Subscription, whether in connection with any product or property type, including (without limitation) the handling, tracking, repair, rehoming, resale, or disposal of any category listed within our platform. This includes but is not limited to: any modification to the Software other than by us; any accident, abuse or misapplication of the Software by you; any use of the Software with other equipment without our written consent; any use other than the latest, unaltered current release of Software; any use other than in accordance with this Agreement; any communications or transactions between users including rehoming of items; the accuracy of any product information or QR code data provided by users; and any conduct, statements, or actions of users of the platform. You acknowledge that certain product categories (for example, electronic devices or safety gear) may involve special risks or regulatory requirements, for which users assume sole responsibility unless otherwise specified by law.

To the extent which we are entitled to do so, our liability under the Australian Consumer Law, or otherwise will be limited, at our option to: -

·       the repair of the Software within a reasonable period; or

·       the refund of the amount of your previous 12-month Subscription if we are unable to make adequate repairs.

In any case, our liability to you will not exceed the amount of $100.

You agree to indemnify us, and to keep us indemnified from any Claim arising out of or in connection with your breach of this Agreement, including, but not limited to where you fail to comply with our instructions or applicable laws and regulations, and any breach of our Intellectual Property Rights.

IF THERE IS A DISPUTE

In the event of any dispute that cannot be resolved, both parties agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each party agrees to pay their own costs.

OTHER

This Agreement is to be construed in accordance with the laws of NSW, Australia, and you and we submit to the jurisdiction of the courts of NSW, Australia. This is the entire agreement between you and us, and supersedes any prior agreements, proposals, and communications whether oral or written, between you and us. In the event of an inconsistency between the terms in this document, and other terms and conditions on our website, these terms prevail. No other term is to be included in this Agreement except where it is required to be included by law. The failure by us to exercise any right or enforce any provision in this Agreement does not waive the future operation of that right or provision. In the event that a provision in this Agreement is not enforceable, such provision shall be severed from this Agreement to the extent permitted by law, and the remaining provisions will remain in full force and effect. All obligations and liabilities in these Agreement survive termination of this Agreement.

DEFINITIONS

“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010.
“Agreement” means these terms, and the general website terms and conditions and all other terms and conditions and policies published or linked to on our website and app.
“Claim” means any claim, under statute, tort, contract or negligence, any demand, award, or costs.

“Content” means any images, product history, materials, rehoming listings, messages between users, product information associated with QR codes, or any other content you make available on our software, including but not limited to content related to all property categories and subcategories managed or listed within our platform (such as Automotive Maintenance & Repair, Baby & Kids, Books, Music & Media, Electronics & Gadgets, Fashion & Apparel, Hazardous Materials & Safety Gear, Health & Beauty, Home & Furniture, Industrial & Business Equipment, Musical Instruments, Pet Supplies, Sports & Outdoor Equipment, Tools & Equipment, Toys, Hobbies & Collectibles, Vehicles & Accessories, and all other product categories we may add in the future).

“Force Majeure” means an 'act of God' and including but not limited to natural disasters (like floods, earthquakes, hurricanes), wars, strikes, riots, pandemics, or any other severe events that are beyond the control of the contractual parties.

“Intellectual Property Rights” means all copyright, trademarks, design rights, patents, trade secrets and confidential information whether registered or unregistered.

“Loss or Damage” means any direct, indirect, incidental, punitive, special, or consequential loss or damages of any kind, including but not limited to, any loss of profits, revenue, savings, loss of data, loss of enjoyment, virus to systems, personal injury, death, property damage and legal costs.
“Fee” means the subscription fee as advertised on our website from time to time.

“Materials” means the materials available on the Software, including but not limited to all resources and online training we provide to you.
“Software” means the The Clever Label website and app.

“Subscription Period” means the period of one month or 12 months (annually) as elected by you.

“Subscription/ Subscription Services” means the Clever Label platform, including marketplace functionality, messaging system, QR code scanning capabilities, and any associated materials and support services, such as our telephone support and any associated materials and support services, such as our telephone support.

“We, us, or our” means Uplifecycle Pty Ltd t/as The Clever Label [ABN 97679536844] and includes any of our directors, officers, employees, agents, partners, contractors.
“Website and services” mean thecleverlable.com and everything available on this website and app including, but not limited to, all Subscription Services.