TERMS AND CONDITIONS OF USE FOR FLOODLIGHT ANALYTICS

  1. ABOUT THE PLATFORM

    1. Thank you for visiting https://floodlightanalytics.com, a web and mobile application based platform (the “Platform”). The Platform is an intelligent point of sale analytics platform, which integrates with existing point of sale systems, performs advanced analysis on the data and provides immediate and useful insights for the business owners to make informed business decisions (the “Services”).
    2. The Platform is operated by Floodlight Analytics Pty Ltd (ACN 610 224 569) (“Floodlight Analytics”). Access to and use of the Platform, or any of its associated products, is provided by Floodlight Analytics. Please read these terms and conditions (the “Terms”) carefully. By using, browsing and/or signing up for use of the Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Platform, or any of its products or Services immediately.
    3. Floodlight Analytics reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Floodlight Analytics updates the Terms, it will use reasonable endeavours to provide you with notice of same. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, you should print off or save a local copy of the Terms for your records.  
  2. ACCEPTANCE OF THE TERMS

    1. You accept the Terms by remaining on the Platform. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Floodlight Analytics in the user interface.  
  3. REGISTRATION

    1. In order to access the Platform, you are required to provide personal information about yourself (such as identification or contact details) as part of the registration process, or as part of your continued use of the Services. You will also be requested to provide Floodlight Analytics with: 
      1. an email address; and 
      2. password
    2. You agree that any registration information you give to Floodlight Analytics will always be accurate, correct and up to date.
    3. Once you have completed the registration process: 
      1. you will be a registered member; and 
      2. Floodlight Analytics will send you an email verifying your email address. By completing the registration process, you agree to be bound by these Terms.
    4. You may not use the services and may not accept the Terms if: 
      1. you are not of legal age to form a binding contract with Floodlight Analytics; or 
      2. you are a person barred from receiving the services under the laws of Australia or other countries including the country in which you are resident or from which you use the services.  
  4. YOUR ACCOUNT OBLIGATIONS

    1. As a registered member (“Member”), you agree to comply with the following: 
      1. use the services only for purposes that are permitted by: 
        1. the Terms; and  
        2. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;  
      2. you have sole responsibility for protecting the confidentiality of your password and/or email address.  Use of your password by any other person may result in the immediate cancellation of your Membership; 
      3. any use of your Membership by any other person, or third parties, is strictly prohibited. You agree to immediately notify Floodlight Analytics of any unauthorised use of your password or email address or any breach of security of which you have become aware; 
      4. you must not expressly or impliedly impersonate another Member or use the profile or password of another Member at any time;  
      5. you will not use the Platform for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Platform; and 
      6. you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken by Floodlight Analytics for any illegal or unauthorised use of the Platform 
  5. USING THE SERVICES

    1. You agree to authorise your point of sale system provider to provide your data to Floodlight Analytics. 
    2. You also agree to authorise Floodlight Analytics to:  
      1. access and extract your business data; 
      2. use and store your business data; and  
      3. integrate Floodlight Analytics software into your point of sale system 
    3. Floodlight Analytics will:  
      1. use your business data to perform analysis and reports; and 
      2. deliver the analysis and reports, which may include sending periodic performance analysis summaries to the email address provided by you to Floodlight Analytics (the “Report”) 
    4. You acknowledge that the accuracy of the Report is subject to the accuracy of the data you provide to Floodlight Analytics and that Floodlight Analytics may use your de-identified business data to improve the algorithm performance and accuracy of the Platform and to improve the services we provide to our clients.   
  6. PAYMENT AND REFUND

    1. In order to use the Services, you must pay Floodlight Analytics a fee per week for each trading location (the “Fee”).  
    2. The Fee is payable every four (4) weeks in advance.  
    3. You consent to Floodlight Analytics obtaining a credit report in order for Floodlight Analytics to determine if it will accept the payment of the Services from you by way of direct debit and/or credit card. Floodlight Analytics may, at its absolute discretion, reject your application. This includes any future payment after a chargeback is received from your credit provider. 
    4. You may cancel the Services at any time. However, the Fees paid in advance will not be refunded to you.  
    5. Upon cancellation and/or termination of the Services, Floodlight Analytics may delete all your identifiable and confidential data from Floodlight Analytics’ server.  
    6. Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with these Terms, are listed in Australian Dollars (AUD) and are GST exclusive. 
  7. NON-PAYMENT

    1. In the event you elect to pay the Fee by way of direct debit and/or credit card and there is a chargeback by your credit provider, Floodlight Analytics may suspend or terminate the Services immediately. You will be charged the then current Floodlight Analytics administration fee (“Administration Fee“) and may also be charged interest in the amount of the Cash Rate Target set by the Reserve Bank of Australia (the “Interest“) on amounts which remain unpaid after thirty (30) days from the date of the tax invoice. Upon payment of the Administration Fee, Interest and Fee in accordance with these Terms, Floodlight Analytics will reinstate the Services to you.  
    2. If you do not pay for the Services in accordance with these Terms, Floodlight Analytics will issue an overdue payment notice and you will be liable to make the payment immediately. In the event the amounts remain unpaid after thirty (30) days from the date of the tax invoice, Floodlight Analytics may proceed to recover the debt from you without further notice. If Floodlight Analytics initiates debt recovery action against you, you acknowledge and agree that you will be and remain liable for all debt collection costs which includes any legal costs (on an indemnity basis), collection agency costs and any other expenses or disbursements, including but not limited to, Land and Property Information searches, Australian Securities and Investment Commission searches, process server fees, Expert Reports and court/tribunal fees. You will also be liable to pay the Interest and Administration Fee on the outstanding debt and Floodlight Analytics may report the debt to a credit reporting agency.     
  8. COPYRIGHT AND INTELLECTUAL PROPERTY

    1. The Platform, Services, and all of the related products of Floodlight Analytics (including the Report) are subject to copyright and is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the site content and compilation of the Platform (including text, graphics, logos, button icons, video images, audio clips and software) (the “Content”) are owned or controlled for these purposes, and are reserved by Floodlight Analytics or its contributors. 
    2. Floodlight Analytics retains all rights, title and interest in and to the Platform and all related content.  Nothing you do on or in relation to the Platform will transfer any: 
      1. business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or 
      2. a right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or 
      3. a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), 
    3. You may not, without the prior written permission of Floodlight Analytics and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party contact for any purpose. This prohibition does not extend to materials on the Platform which are freely available for re-use or are in the public domain. 
    4. You grant to Floodlight Analytics a non-exclusive, transferable, royalty free, perpetual, worldwide licence to store and/or use your de-identified business data for the sole purpose of improving the algorithm performance and accuracy of the Platform. Floodlight Analytics will not sell or provide your business data to third parties without your written consent.  
  9. GENERAL DISCLAIMER

    1. Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.   
    2. Subject to this clause 9, and to the extent permitted by law: 
      1. all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms are excluded; and 
      2. Floodlight Analytics we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise. 
    3. Use of the Platform, the Services, and any of the products of Floodlight Analytics, is at your own risk.  Everything on the Platform, the Services, and the products of Floodlight Analytics, are provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of Floodlight Analytics make any express or implied representation or warranty about its Content or any products or Services (including the products or services of Floodlight Analytics) referred to on the Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:  
      1. failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;  
      2. the accuracy, suitability or currency of any information on the Platform, the Service, or any of its Content related products (including third party material and advertisements on the Platform); 
      3. costs incurred as a result of you using the Platform, the Services or any of the products of Floodlight Analytics; 
      4. the Content or operation in respect to links which are provided for the Member’s convenience; 
      5. any failure to complete a transaction, or any loss arising from e-commerce transacted on the Platform; or 
      6. any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.  
  10. LIMITATION OF LIABILITY

    1. Floodlight Analytics total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Fee paid by you for the purchase of the Services under these Terms or where you have not paid the Fee, then the total liability of Floodlight Analytics is the resupply of the Services to you. 
    2. Floodlight Analytics total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Fee paid by you for the purchase of the Services under these Terms or where you have not paid the Fee, then the total liability of Floodlight Analytics is the resupply of the Services to you. 
    3. Floodlight Analytics is not responsible or liable in any manner for any site content (including the Content and Third Party Content) posted on the Platform or in connection with the Services, whether posted or caused by Members of Floodlight Analytics, by third parties or by any of the services offered by Floodlight Analytics 
  11. TERMINATION

    1. The Terms will continue to apply until terminated by either you or by Floodlight Analytics as set out below. 
    2. If you want to terminate the Terms, you may do so by: 
      1. notifying Floodlight Analytics at any time; and  
      2. closing your accounts for all of the services which you use, where Floodlight Analytics has made this option available to you.  
    3. Your notice should be sent, in writing, to Floodlight Analytics via the ‘Contact Us’ link on our homepage, or by email to cancellation@floodlightanalytics.com
    4. Floodlight Analytics may at any time, terminate the Terms with you if: 
      1. you have breached any provision of the Terms or intend to breach any provision;  
      2. Floodlight Analytics is required to do so by law;  
      3. the partner with whom Floodlight Analytics offered the Services to you has terminated its relationship with Floodlight Analytics or ceased to offer the Services to you;  
      4. Floodlight Analytics is transitioning to no longer providing the services to Members in the country in which you are resident or from which you use the service; or 
      5. the provision of the services to you by Floodlight Analytics is, in the opinion of Floodlight Analytics, no longer commercially viable. 
    5. Subject to local applicable laws, Floodlight Analytics reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Floodlight Analytics name or reputation or violates the rights of those of another party. 
    6. Upon cancellation and/or termination of the Services, Floodlight Analytics may delete all your identifiable and confidential data from Floodlight Analytics’ server.   
  12. INDEMNITY

    1. You agree to indemnify Floodlight Analytics, its affiliates, employees, agents, contributors, third party content providers and licensors from and against: 
      1. all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with any Content you post through the Platform 
      2. any direct or indirect consequences of you accessing, using or transacting on the Platform or attempts to do so and any breach by you or your agents of these Terms; and/or 
      3. any breach of the Terms. 
  13. DISPUTE RESOLUTION

    1. CompulsoryIf a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought). 
    2. NoticeA party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute. 
    3. ResolutionOn receipt of that notice (“Notice”) by that other party, the parties to the Terms (“Parties”) must: 
      1. Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; 
      2. If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of New South Wales or his or her nominee; 
      3. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation; 
      4. The mediation will be held in Sydney, Australia. 
    4. Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence. 
    5. Termination of MediationIf thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so. 
    6. Legal Proceedings: In the event that the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute thereafter. 
  14. VENUE AND JURISDICTION

    1. The Services offered by Floodlight Analytics are intended to be viewed by residents of Australia, in addition to other countries around the world. In the event of any dispute arising out of or in relation to the Platform, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.  
  15. GOVERNING LAW

    1. This agreement is governed by the laws of New South Wales, Australia.  Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to this agreement and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. This agreement shall be binding to the benefit of the parties hereto and their successors and assigns.  
  16. INDEPENDENT LEGAL ADVICE 

    1. Both parties confirm and declare that the provisions of this agreement are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.  
  17. SEVERANCE

    1. If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.