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  1. Overview
    1. preezie Pty Ltd ACN 608 854 655 (we, us, our) provide preezie, a digital platform developed and owned exclusively by us, and ancillary professional integration and support services which are set out in greater detail in clause 4 of these Terms and Conditions (Service). 
    2. We and our third-party licensors reserve the right to update, modify, replace, limit, and expand preezie and its functionality. 
    3. These Terms and Conditions (Terms and Conditions) record an agreement between you (user, you, your), as the user, and us for the purpose of you engaging us to provide the Service. 
    4. Prior to engaging us to provide the Service, you should read these Terms and Conditions carefully.


  2. Acceptance of Terms and Conditions
    1. By using preezie and/or by engaging us to provide the Service, you are accepting these Terms and Conditions (Terms and Conditions) and agree to be bound by them. 
    2. Before or after engaging us to provide the Service, both parties may execute an order form, which will set out, inter alia, the specific terms of our engagement. The details contained in the Order Form will be incorporated into and form part of these Terms and Conditions and, unless stated otherwise, a reference to these Terms and Conditions shall include the Order Form. In the event of an inconsistency between the Order Form and these Terms and Conditions, the Order Form will prevail. 
    3. We reserve the right to make changes to these Terms and Conditions from time to time without notice. 


  3. Subscription
    1. At the time you register to use preezie you may be required to provide:
      1. Your business name and details which may include without limitation:
        1. Your business name and trading name; 
        2. Details about goods or services offered by your business;
        3. Your business address.
      2. A valid email address;
      3. A valid phone number;
      4. Credit card or bank account details for payment purposes; and
      5. Any other information required to complete the registration process.
      6. (Client Data). 
    2. Failure to supply correct Client Data may result in us cancelling your registration. 
    3. You agree to update your Client Data if there are any changes to ensure that it is current and accurate at all times. You agree to update us to the extent you become aware of any such changes in relation to your account. 
    4. You agree to permit us to use the Client Data for the purpose of providing the functionality of preezie and any related purpose. You acknowledge that in order to do so, we may share the Client Data with other parties, including stakeholders and suppliers. 
    5. When you register with preezie you will be asked to provide a contact email address. An activation email will be sent to this address together with your password and login details. 
    6. You are responsible for maintaining the security of your login and account information (including the password). We are not liable for any loss or damage from your failure to comply with this security obligation.
    7. All Client Data will be stored and maintained by or on behalf of us in accordance with Australian law and, if applicable, the European Union General Data Protection Regulation (GDPR).
    8. Our use of any personal information provided within the Client Data will be in accordance with our Privacy Policy available at https://www.preezie.com/docs/privacy-policy. 


  4. Service
    1. preezie integrates with your digital platform (website, eCommerce store, application) to provide your customers (customers) with an optional, guided experience. 
    2. Our Service includes, without limitation:
      1. Integration and Implementation of the preezie Platform (PP): We will provide You with the integration of data interfaces, design, and implementation of PPs to the extent defined in the applicable Order Form.
      2. Information about changes: Where we determine at our discretion that it is necessary to do so, we will make reasonable efforts to update you about any changes or planned changes to the PP. We reserve all our rights to make changes to the PP on an ongoing basis to improve the PP and our Service.
      3. Service level, maintenance, support and optimization: We will provide you with the continuous Service level as specified in clause 9 as well as maintenance, support and optimisation of your PPs to the extent specified in clause 10.
      4. Additional services: If you deem an adaptation or individualisation of your PPs necessary, we will upon your request and to the extent reasonably possible submit an offer for providing such additional services, including an estimate of the time required to implement such changes, any variation to the Integration Costs and Monthly Costs (defined in clause 8) arising from such change, and any other impacts of the change on our contractual relationship. Any change orders, including additional services and changes to your PPs, shall be agreed upon in writing and shall be signed by the authorised representatives of the parties. These Terms and Conditions shall apply to change orders as well, unless otherwise explicitly stated in the change order. We make no guarantee of fulfilment of specific requirements.
    3. We reserve the right to modify preezie and the Service and any time at our sole discretion. We may update you upon making any such changes at our discretion. 
    4. The Service may be subject to limitations which may vary on a case by case basis. Any such limitation shall be specified in the Order Form and is binding unless agreed otherwise in writing. If you exceed the usage terms specified in the Order Form, your account may be automatically upgraded to the tier that reflects your usage. This upgrade may include an increase your Monthly Costs (defined in clause 8) or the levy of any other charge we determine at our discretion. 


  5. Set up and use of preezie
    1. You will cooperate to perform and complete all required onboarding actions, including if necessary providing us with information that we may reasonably request, at your own cost to allow you to commence using preezie and for us to provide the Service. 
    2. You shall ensure that all technical requirements regarding integration, maintenance, and optimisation of your PPs are fulfilled in accordance with these Terms and Conditions. 
    3. You are responsible for the provision and maintenance of data and other information necessary to implement and optimise your PPs. This can include the obligation to provide the following data (Data):
      1. Online offer data: Product name, price, deep-link to the product detail page, picture link and optionally product category and sub-category, manufacturer-ID, availability, delivery time, consumer ratings, recommended retail price, margin indicator, buy now and quote now button scripts, product specification ranking and priority, product specifications, and any further information which shall be displayed within your PPs or which shall be used to influence the ranking of offers within your PPs, unless otherwise specified in the applicable Order Form;
      2. Product data: Product category specific information about features and functions of products for example brand, colour, weight, size, etc. The data must include all product features which are required to create a PP within the corresponding product category, unless otherwise specified in the applicable Order Form. The data must include a unique product-ID which allows us to match the products to your online offer data.
      3. PP performance data: You must install at our instruction or enable us to instal a pixel tracker in your PP  that will provide us with the following information:
        1. the number of products added to the shopping cart by end users per PP category after making a click-out from the PP;
        2. the number of products purchased by end users per PP category after making a click-out from a PP;
        3. the order-value per PP;
        4. any other related information required to ensure the success and validation of the PP software
        5. Product category performance data:
          1. the total number of PP starts by end users in the product categories where PPs are integrated;
          2. the average conversion rate of visitors of the product categories where PPs are integrated;
          3. where possible, every time a sale is made from the PP, an API feed is to be sent to us.
    4. You shall provide the Data in the form as advised by us. Your obligation as outlined in the Order Form to provide the Data in a specific form may include one or more of the following formats in a continuously updated form:
      1. CSV-File: the Data shall be provided in a CSV (comma separated values) format;
      2. XML-File: the Data shall be provided in a XML (extended markup language) format;
      3. JSON File: the Data shall be provided in a JSON (JavaScript Object Notation) format;
      4. TXT File: the Data shall be provide in a TXT (standard text document that contains plain text) format;
      5. Shopify API: the Data shall be provided via the native Shopify API via a private app and will include all security credentials.
      6. Other data feed structures as approved by us
    5. You shall provide the Data in structure and standard as approved by us. Your respective obligation may include one or more of the following:
      1. highly structured and homogenous: you may be required to provide one separate file per product category if your data is provided in CSV- or XML-format according to section 5.4. The fields in your data shall not contain or refer to more than one attribute of data. Each field of data will allow us to categorise each and any individual product attribute on it’s own. We will be required to approve your data feed and data structure before implementation into the platform.
      2. semi-structured data: you may be required to provide us with data in a form where attributes (column of CSV-File / attribute of XML-File / attribute of Web service) shall contain information about one group of features. If the features are not described in a homogenous way, we cannot accept any responsibility for accuracy and completeness of the extracted product data and the recommendations from the PP.
      3. unstructured data: you may be required to provide us with data in a form where parts of the product information is provided in free-text. If the features are not described in a homogenous way, we cannot accept any responsibility for accuracy and completeness of the extracted product data and the recommendations from the PP.
    6. An alteration to a form or structure of data transfer is permitted only with Our written consent. However, it is possible to add or delete product features and specifications within the respective product categories at any time at no additional costs. If a change of the format and/or structure is deemed to be necessary, we will upon Your request submit an offer for the performance of the adaptation of the data interfaces, any variation to the Integration Costs and Monthly Costs arising from the change, and any other impact of the change in accordance with these Terms and Conditions.
    7. You bear full responsibility for the accuracy and currency of the Data as well as for compliance with the requirements agreed in the Order Form. We will use the most recent version of the Data which comply with the requirements. We shall not be responsible for any delay or defect in performance which results from your failure to fulfil your obligations to cooperate.
    8. You are responsible for all activities that occur on your account, and we will not be liable for any loss or damage from activities on your account.
    9. You agree to use preezie for its intended purpose.  You may not use the software for any illegal or unauthorised purpose, including the transmission of malware.  You must not use the service to violate any laws in any jurisdiction, including but not limited to copyright laws.


  6. Integration and Implementation 
    1. Provided that it is technically possible and feasible to match the corporate design and provide a seamless integration of the PP into your website, online or mobile shop or application, the design of the PPs will be created according to the design guidelines provided by you. We make no guarantee that it will be technically possible or feasible to do so, and you acknowledge that design and other specifications of the PP may need to be adapted for a successful integration and implementation of the PP. 
    2. Prior to integration, we will prepare a prototype of your PP based on the Data and instructions provided by you. 
    3. Unless otherwise agreed, any changes, errors, or comments relating to the PP prototype must be provided to us within 5 business days of you receiving the prototype. Any change requests or comments provided within this timeframe will, if technically possible and reasonably achievable, be incorporated into your PP within a reasonable time, and such time shall depend on the complexity of the change required. We are not obliged to incorporate any changes or comments raised later than 5 business days of the PP prototype being provided to you. 
    4. Any requests for changes or additional functions which are not within the scope of work pursuant to these Terms and Conditions may require an additional or updated Order Form, including updated fees. In the case of a request for a change or additional function that is not within the original scope of work, we may, at our discretion, issue a new or updated Order Form within a reasonable time period for your consideration. For the avoidance of doubt, we are not obliged to issue a new or updated Order Form, and you are not obliged to accept the new or updated Order Form. 
    5. Upon completion of the PP, you are responsible to check each PP before integration with your digital platform. Once you integrate the PP into your website, online or mobile shop or application, you declare that the PP is accepted. 


  7. Third Party Products or Services
    1. We do not warrant or guarantee the compatibility of preezie with third party products or services. If you install or enable third party products of service for use with our Services, any such agreement to do so is between you and the third party provider only. We will not be liable for any loss or damage caused due to incompatibility with our Services and a third party product or service. 
    2. If you install or enable third party products or services for use with Services, you agree that we may allow the provider of the third party product or service to access your data as required for the interoperation of such third party applications with the Services. We shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access.
    3. Certain features of our Services may be designed specifically to interoperate with third party applications. To use such features, you may be required to obtain such third party applications at your own cost. If the third party application stops being available, we may cease providing relevant features without being obliged to offer you any refund, credit, or any other remedy. 


  8. Fees and Payment
    1. In this clause:
      1. Integration Costs mean the set and establishment costs of the PP. 
      2. Monthly Costs mean the monthly fee required for the continued ongoing use, maintenance and licence of preezie. 
    2. The Integration Costs will be set out in the Order Form. PP
    3. By accepting these Terms and Conditions you authorise us or any third-party service provider to debit your account at the relevant financial institution connected with the payment details identified and provided in your Client Data for payment of all fees and charges (Fees). 
    4. By accepting these Terms and Conditions you agree that we are authorised to process payment for Fees.
    5. You acknowledge that it is your responsibility to ensure that there are sufficient cleared funds or financial capacity in the nominated account to honour the transaction when it falls due.
    6. We will not be held responsible for any fees and charges imposed by your financial institution or any other third party that may be incurred if there are insufficient funds in your account or if the payment fails.
    7. You are responsible for providing complete and accurate billing and contact information to us, and we will not be held responsible for any loss or damage caused by you providing incomplete billing information. 
    8. If any Fee is 30 or more days overdue we shall be entitled, at our sole discretion: 
      1. to charge interest for delay in the amount of 10 percentage points above the Reserve Bank of Australia’s Official Cash Rate, calculated on a monthly pro-rata basis of the outstanding overdue amount; and/or
      2. Accelerate your unpaid fee obligations so that all payment obligations become immediately due and payable; and/or
      3. Suspend our Services until all outstanding payments are satisfied; and/or
      4. Take any other action we deem appropriate. 
    9. You will reimburse us for any reasonable out of pocket expenses including travel expenses that we incur in providing the Service. 


  9. Service Level
    1. The PP will be available at all times, and we shall endeavour to provide an uptime service availability level (Uptime Service Level)  of 99.6%, however we do not guarantee this. 
    2. The PP may not be available during any or all of the following times:
      1. During maintenance events or due to agreed emergency maintenance; 
      2. Due to problems that occur due to your telecom or internet service providers or connection. We accept no liability for any loss or damage that occurs as a result of your telecom or internet service provider; 
      3. Due to action or inaction of you. 


  10. Maintenance and Support Services
    1. We will provide ongoing maintenance and support services (Maintenance) in accordance with this clause. 
    2. We provide Maintenance for the following errors:
      1. An outage (Outage) is considered to occur when a PP does not deliver the expected response within a reasonable time. 
      2. A data error occurs when the data provided by you is not fully processed by us. This is the case if less than the minimum coverage of the products, which are listed in your data file, are displayed in Your PP. The minimum coverage depends on the structure of your product data in accordance with clause 5.5:
        1. highly structured and homogenous data: 97%;
        2. semi-structured data: 75%
      3. It is your responsibility to ensure that all relevant product attributes and data are supplied in the required structure and format.
    3. A logic error occurs when structured data supplied by you is not processed correctly, for example where relevant criteria is not linked to a product, or if the navigation logic of the PP does not correspond with its intended use. 
    4. A design error occurs when the layout of the PP is not in keeping with these Terms and Conditions. 
    5. We shall endeavour to resolve errors within the following timeframes, commencing from when you notify us of the error:
      1. Outages: within 4 hours;
      2. All other errors: within 1 business day. 
    6. All errors must be reported to us immediately upon discovery by email. We accept no liability for any loss or damage caused due your delay in reporting any error. 
    7. Maintenance Events that may require interruption of the PP:
      1. Shall be performed, where reasonable, in a time and way that minimizes disruptions or interruptions to your PP. 
      2. If reasonably possible, will be communicated to you in advance. 
    8. Emergency maintenance can take place at any time at our discretion on an ad hoc basis. 
    9. Should maintenance or service work be required by us due your fault, action, inaction, or negligence, we may charge a fee in excess of any other fees payable under these Terms and Conditions to complete this work.  


  11. Term and Termination 
    1. These Terms and Conditions commence on the effective day of the first Order Form and continue until all Services have expired or been terminated in accordance with these Terms and Conditions. 
    2. The Service will continue for the period specified in the Order Form and expire on the date specified in the Order Form. These Terms and Conditions, and the provision of the Services, will automatically renew on the same terms and conditions unless a party notifies the other party 30 days prior to the expiry date that they do not wish to renew.  
    3. We may notify you 30 days prior to the expiry date of a pricing increase to apply to the renewed term. In such instance, you will be taken to accept the renewal and the pricing increase unless you respond rejecting the pricing increase within 7 days of receipt. 
    4. We reserve the right to delete your account immediately if you are in breach of any of these Terms and Conditions, or due to any behaviour including but not limited to any dishonest, discourteous, or otherwise unprofessional behaviour by you in relation to preezie.
    5. Termination will not affect any of our accrued rights or your accrued liabilities as at the time of termination. For the avoidance of doubt, you are liable to pay all outstanding Fees and charges that have accrued as at termination. 


  12. Intellectual Property 
    1. Your subscription to preezie is pursuant to a non-exclusive license between you and us which is granted subject to these Terms and Conditions. Nothing in these Terms and Conditions or otherwise creates an assignment of any rights in preezie beyond the ability to use it for its intended use. 
    2. Nothing in these Terms and Conditions or otherwise creates the right for you to sublicense preezie, or your preezie account. 
    3. By accepting these Terms and Conditions you undertake not to reverse engineer, replicate, or otherwise copy preezie. We reserve all our rights to seek compensation, damages, injunctions, or any other remedy available to us at law if any attempt to do so, whether successful or unsuccessful, is made by you or any of your affiliates. 
    4. All intellectual property and ownership rights subsisting in preezie (including the user interface and the software comprising preezie), the data derived from use of preezie, and any other documentation, information or materials that are supplied by us to you, remain our or our third party licensors’ exclusive property.  For the avoidance of doubt, nothing in this agreement assigns any ownership rights to you.


  13. Operation of preezie 
    1. As a user of preezie you warrant that you will comply fully with all preezie operating instructions. Any failure to comply fully with operating instructions may result in the sub-par or faulty performance of preezie. 
    2. We accept no liability, and you release us from any such liability, associated with faults or errors caused by your non-compliance with all operating instructions. 
    3. We may suspend your account for any one or more periods of time if we are unable to provide the software due to a fault or dysfunction with our servers.


  14. GDPR
    1. If you, your business, or any part of your business or your customer base is located within a territory to which the GDPR applies, you are required to be compliant with the GDPR. 
    2. The GDPR is a self-assessed regulation, and it is therefore your sole responsibility to ensure that you are GDPR compliant. We advise that you seek legal assistance from a qualified lawyer to ensure you are compliant with the GDPR. 
    3. You fully indemnify us against any liability, whether monetary or otherwise, including legal costs, that we may incur as a result of your breach of your GDPR obligations. By accepting these Terms and Conditions, you hereby irrevocably consent to any costs we incur in addressing, defending, or remedying a GDPR breach caused by your breach, action, inaction or negligence being treated as a debt immediately payable by you to us. 
    4. You hold us fully harmless against any breach of the GDPR caused by any breach, action, inaction, or negligence by you. 
    5. For the purposes of this clause, the responsibilities, obligations, and liabilities imposed on you extend to your officers, employees, agents, third party contractors, affiliates, and any other entity acting for you or on your behalf. 
    6. We may require you to demonstrate that you are GDPR compliant at any time while we are providing the Services. Any such reasonable request must be answered within a reasonable time. If you do not comply with this request, or if we learn or suspect that you are not GDPR compliant, we may terminate these Terms and Conditions immediately, and seek any loss or damage caused by such termination, including outstanding Fees.


  15. Modifications to preezie 
    1. We reserve the right to modify or discontinue, temporarily or permanently preezie and its other products and services with or without notice.


  16. Warranties
    1. By using preezie, you represent and warrant that we will not be liable for any direct or indirect expense, damage or injury (including indirect loss of revenue, profits, goodwill or business opportunity) howsoever caused, including arising directly or indirectly from or in connection with your use of preezie.
    2. Subject to any of the rights you may have under Australian Consumer Protection Law, we exclude to the fullest extent possible all implied terms and warranties, whether statutory or otherwise, relating to preezie or any other matter under these Terms and Conditions.


  17. Limitation of liability 
    1. preezie is made available to you on an “as is” basis. We make no warranties, representations or conditions of any kind, express, statutory or implied as to:
      1. The operation and functionality of the platform;
      2. the accuracy, integrity, completeness, quality, legality, usefulness, safety and IP rights of any of the software content; and/or
      3. the products and services associated with preezie or its content. We further disclaim all warranties, express, statutory or implied, including, but not limited to, implied warranties of merchantability, merchantable quality, durability, fitness for a particular purpose and/or non-infringement. No advice or information, whether oral or written, that you obtain from us shall create any warranty, representation or condition not expressly stated herein.
    2. We disclaim all liability for any:
      1. indirect, special, incidental, punitive, exemplary, reliance or consequential damages;
      2. loss of profits;
      3. business interruption;
      4. Network interruptions; 
      5. loss or damage to reputation of us or any third party; or
      6. loss of information or data. We further disclaim all liability for any loss or damage arising out of your use of preezie.
    3. Your use of preezie is at your own discretion and risk, and you will be solely responsible for any resulting loss or damage, including but not limited to, any loss of data or damage to your computer(s) or networks from viruses that may be downloaded to your computer in the course of using the software. Some jurisdictions do not allow the exclusion of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last, so the above limitations may not apply to you. If you reside in such a jurisdiction, the above limitations shall apply to you to the fullest extent permitted under applicable law.
    4. Our maximum aggregate liability to you for any claims, damages, injuries or causes whatsoever, and regardless of the form of action (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason), will at all times be limited to the greater of (i) the amount paid, if any, by you to us in connection with preezie in the 2 months prior to the action giving rise to liability or (ii) $1.00.


  18. Indemnity
    1. You agree to defend, indemnify and hold harmless us, our members, managers, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of:
      1. Your access to or use of preezie;
      2. Your violation of this agreement;
      3. Any infringement by you of any intellectual property or other right of any person or entity. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.


  19. General 
    1. To the extent permitted by law, we reserve the right to create, collect and / or store any metadata resulting from your use of preezie. To the extent permitted by law, we may use metadata for a variety of functions including (but not limited to) conducting investigations, helping us manage and administer preezie, for purposes of search engine optimisation and to drive traffic to preezie.  To the extent permitted by law, we reserve the right to share your information (including metadata) with government agencies and authorities to the extent this is required or requested of us.
    2. Both parties agree to keep confidential all information shared or disclosed by the other party which is not currently in the public domain, or which, by its nature, is or appears to be confidential, including the terms of these Terms and Conditions, the Order Form, and our Services. This clause shall survive termination of these Terms and Conditions. 
    3. You understand that we may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, payment gateway and related technology required to run preezie. 
    4. You must not modify, adapt or hack preezie or modify another website or software so as to falsely imply that it is associated with preezie or us. 
    5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of preezie, use of preezie, or access to preezie without our prior express written permission. We claim copyright and all other intellectual property rights over preezie and its other products and services and reserves all of our rights.
    6. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any of our employees, members, representatives, or officers will result in immediate termination of your account.
    7. We do not warrant that:
      1. preezie will meet your specific requirements;
      2. preezie will be uninterrupted, timely, secure, or error-free;
      3. Any errors in preezie will be corrected.
    8. You expressly understand, agree and warrant that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:
      1. the use or the inability to use preezie;
      2. unauthorised access to or alteration of your transmissions or data;
      3. or any other matter relating to preezie.
    9. The failure of preezie to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. The Terms and Conditions constitutes the entire agreement between you and us and govern your use of preezie, superseding any prior agreements between you and us.
    10. Any part of these Terms and Conditions that is invalid, prohibited or not enforceable will not void the balance of the Terms and Conditions.  All other parts will be enforced without regard to the invalid provision and continue to be valid in accordance with their terms.
    11. We make no representations or warranties that the content of preezie complies with the laws (including intellectual property laws) of any country outside Australia.
    12. Any queries about the Terms and Conditions should be sent to us by email at info@preezie.com
    13. These Terms and Conditions are governed by the laws of the State of Victoria in Australia. Disputes arising from your use of preezie are exclusively subject to the jurisdiction of the courts of Victoria.