CXOne Terms of Service
TERMS OF SERVICE AGREEMENT FOR CX IT SERVICES PTY LTD
1. Introduction
(a) Thank you for choosing CXOne.
(b) CXOne is a Customer Relationship Manager Application (https://www.cxone.com.au) owned and operated
by CX IT Services Pty Ltd ACN 630 289 646 (referred to as ‘CXOne’ or ‘the Website’). All references to CXOne
or the Website throughout this Agreement include all of its related applications, dashboards or platforms.
(c) This Terms of Service Agreement (‘Terms’, ‘Terms of Service’ or ‘Agreement’), together with any
Subscription Documentation, constitute a legally binding agreement between you (‘the Client’) and CX IT
Services Pty Ltd ACN 630 289 646 (‘CXOne’, ‘we’ or ‘us’) for the provision of customer relationship
management services and/or other services provided through the Website and as set out in your
Subscription Documentation (the ‘Services’).
(d) By using or accessing the Services or by clicking ‘I Agree’, you agree to all Terms outlined herein. If you are
using the Services on behalf of a company or other entity, you are binding that entity to this Agreement in
addition to being personally bound by this Agreement. You represent and warrant that you have the legal
power and authority to enter into this Agreement and that, if you are accepting these Terms on behalf of
an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that
entity to this Agreement.
(e) Please carefully read all terms and conditions in this Agreement before using or accessing CXOne. You must
comply with these Terms at all times and not engage in any conduct that in the reasonable opinion of
CXOne obstructs the provision of the Services. You have the right to negotiate any change to these Terms
prior to acceptance.
2. Our Services
2.1 Services
Subject to your performance of your duties and obligations under this Agreement, including but not limited to
timely payment of all Fees, we shall provide you with the Service(s) as specifically outlined in your Subscription
Documentation and/or provide any additional services which have been agreed to in writing between us and you.
In this Agreement, ‘Subscription Documentation’ means any and all documentation setting out the specific terms
of your subscription, including the specific services to be provided to you as part of your subscription and the Fees.
2.2 No Guarantee
Although we work hard to provide quality Services, you understand and acknowledge that we cannot promise or
guarantee specific results from using the Services.
2.3 Temporary Interruptions
You understand and agree that temporary interruptions of the Website may occur. You also understand and agree
that we have no control over the third-party networks or service(s) that we may use to provide you with Services.
You agree that the Services available on the Website are provided ‘as is’ and that we assume no responsibility for
temporary interruptions to the Services or the timeliness, deletion, mis-delivery, interruption, or failure to store
any user communications or personalisation settings.
2.4 Right to Modify the Services
We reserve the right to modify the Services or implement new elements as part of the Services including changes
that may affect the previous mode of operation of the Services.
2.5 No Contingency on Future Releases and Improvements
You understand that your purchase of the Services is not contingent on the delivery by us of any future release of
any functionality or feature, including without limited to, the continuation of a certain service beyond its current
subscription term or third-party services or dependent on any public comments we make, regarding any future
functionality or feature.
3. Fees
3.1 Set-Up Fee
In consideration for the Service(s) to be provided to you by us, you shall pay to us, upon execution of this
Agreement, a non-refundable set-up fee in the amount set forth in the applicable Subscription Documentation
(‘Set-Up Fee’).
3.2 Subscription Fee
In addition to the Set-Up Fee, you agree to pay to us the Subscription Fee (as outlined in the Subscription
Documentation and as amended from time to time in accordance with these Terms) for your ongoing use and
access to the Services. You will be charged the Subscription Fee at the applicable then-current prices as published
by us either monthly or annually (as nominated by you and outlined in the Subscription Documentation). You
acknowledge and agree that we (or our third-party payment processor) will store your payment information and
automatically charge you on your subscription renewal date, until you cancel or we terminate your access to or
use of the Services in accordance with this Agreement. By entering into this Agreement and electing to purchase
our Services, you acknowledge that your subscription has recurring payment features and you accept
responsibility for all recurring payment obligations prior to cancellation of your subscription.
3.3 Fees
In this Agreement, ‘Fees’ means all fees payable for the Services or any additional services, including the Set-Up
Fee, the Subscription Fee, and any other fee that we are entitled to charge pursuant to these Terms.
3.4 Failed Payments
Where we attempt to debit Fees owed by you to us on the Debit Date and the payment has been rejected due to
insufficient funds (or some other reason), we will contact you to arrange another date to debit the account. Where
the second attempt to debit the account fails, we reserves the right to charge a Failed Payment Fee and issue you
an invoice for payment.
3.5 Invoices
In the event that we are unable to process any payment due by you, we may issue you with an invoice. Payment
of any invoice issued to you by us is due and payable immediately upon receipt.
3.6 Suspension of Services
Where two or more attempts have been made to debit the account but payment fails, we may suspend your
access to all services until the relevant payment(s) have been made.
3.7 Enforcement
You agree to pay any and all costs associated with recovery of any Fees owed by you pursuant to this Agreement,
including but not limited to: debt collection, outsourcing and legal costs on an indemnity basis. If an account
remains outstanding for more than 90 days, you authorise us to provide your particulars and the particulars of the
unpaid debt to any credit reporting agency to have the default in payment listed.
3.8 Fee Increases
We reserve the right to change the prices for any Services at any time. Any price change will take effect at the next
subscription renewal date and we will notify you at least 14 days in advance. If you do not accept the fee increase,
you must cancel your subscription prior to the next subscription renewal date.
3.9 GST
Unless otherwise stated, all amounts and prices are exclusive of GST. Where the service provided is subject to
GST, it will be charged to you.
3.10 Currency
All references to currency and dollars in this Agreement shall mean Australian dollars (‘AUD’) and all payments
made pursuant to this Agreement shall be made in AUD.
4. Automatic renewal of your subscription and cancellation
4.1 Month to Month Subscriptions
Your subscription will be automatically renewed on a month to month basis from the commencement date of this
Agreement unless cancelled by you in accordance with this clause. You may provide us with written notice to
cancel your subscription at any time by emailing [email protected]. Your subscription will be cancelled 14
days from the date that we receive written notice of termination (‘Termination Date’). No further fees will be
payable after the Termination Date. Any fees paid to us during the term of this Agreement will be non-refundable,
even if your subscription is cancelled by you prior to the end of the final month of your subscription.
4.2 Annual Subscriptions
Your subscription will be automatically renewed on an annual basis from the commencement date of this
Agreement unless cancelled by you in accordance with this clause. You may provide us with written notice to
cancel your subscription at any time by emailing [email protected]. Your subscription will be cancelled 14
days from the date that we receive written notice of termination (‘Termination Date’). No further fees will be
payable after the Termination Date. Any fees paid to us during the term of this Agreement will be non-refundable,
even if your subscription is cancelled by you prior to the end of the current subscription period.
4.3 Termination by Us
We may terminate or suspend your access to the Services at any time for any or no reason. If we terminate or
suspend this Agreement due to your breach of any of these Terms including but not limited to if we are unable to
debit your nominated bank account for payment of Fees owing to us, you are not entitled to any refund for any
amount paid by you during the term of this Agreement, even if your access to our Services is terminated prior to
the end of your subscription period.
5. Use of Our Services
5.1 Your Obligations
You acknowledge and agree that when using our Services:
(a) you must act reasonably and take reasonable care to protect your own interests, including managing all
safety risks associated with the operation of the Website and our Services;
(b) your use of the Website and our Services is subject to all applicable laws and regulations;
(c) you are solely responsible for any comments or posts you leave on the Website;
(d) by posting information on the Website, or by otherwise using any communications service, message board,
newsgroup, or other interactive service available on the Website, you agree that all information is true,
accurate and not misleading and that you will not post comments, messages, links, code or other
information that:
(i) is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive
of another’s privacy, or includes graphic descriptions of sexual or violent content;
(ii) victimises, harasses, degrades, or intimidates an individual or group of individuals including but
not limited to on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
(iii) infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary
right of any third party;
(iv) consists of unsolicited advertising, junk or bulk email (also known as ‘spam’), chain letters, any
other form of unauthorised solicitation, or any form of lottery or gambling;
(v) contains any form of malicious code, files, or programs that are designed or intended to disrupt,
damage, or limit the functionality of any software, hardware, or telecommunications equipment
or otherwise causes damage, or allows you to obtain unauthorised access to any data or other
information of any third party;
(vi) breaches the security of, compromises or otherwise allows access to secured, protected or
inaccessible areas of the Website, or attempts to gain access to other network or server via your
account on the Website; or
(vii) impersonates any person or entity, including any of our employees or representatives,
(e) at our sole discretion, we may choose to unpublish or otherwise make not available for public viewing, any
material we deem unnecessary or inappropriate for use of our Website;
(f) you will not:
(i) use any of the materials on CXOne or CXOne itself for commercial purposes without obtaining a
licence from us to do so;(ii) remove any copyright, trademark or other proprietary notices from any portion of CXOne;
(iii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell,
transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit
CXOne except as expressly permitted by us;
(iv) decompile, reverse engineer or disassemble CXOne;
(v) link to, mirror or frame any portion of CXOne;
(vi) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or
otherwise data mining any portion of CXOne or unduly burdening or hindering the operation
and/or functionality of any aspect of the CXOne;
(vii) attempt to gain unauthorised access to or impair any aspect of CXOne or its related systems or
networks; or
(viii) solicit CXOne staff or its agents.
5.2 User Customisation
The CXOne platform within our Website may be modified by users, incorporating the users’ name, logo,
trademark, and colour scheme into user’s individual access area within our Website, and/or by otherwise applying
a user-built code on top of the CXOne platform. You are solely responsible for copyright, trademark or other
intellectual property concerns connected with your customised look and feel of our Website. You acknowledge
that you may not be able to customise the CXOne platform according to your unique branding to the extent that
your customisation would appear to be independently developed.
5.3 No Endorsement
We neither endorse nor assume any liability for any material uploaded or submitted by users on any part of the
Website. We and our agents reserve the right to remove any and all postings that we feel do not comply with
these Terms and any other rules of user conduct for our Website, or are otherwise harmful, objectionable, or
inaccurate. We are not responsible for any failure or delay in removing such postings. We may publish content
featuring testimonials of our users, and any views or opinions expressed in such posts are personal and do not
constitute or imply any approval, sponsorship or endorsement by us.
5.4 Third Parties
The Website may redirect or link to other websites on the Internet, or may otherwise include references to
information, products or services made available by unaffiliated third parties. We may also work with third-party
providers in supplying the Services. While we make every effort to work with trusted, reputable providers, from
time to time such third-party sites may contain information, material or policies that some may find inappropriate
or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency
or legality of content hosted by third-party websites, nor are we responsible for errors or omissions in any
references made on those websites. The inclusion of such a link or reference is provided merely as a convenience
and does not imply our endorsement of, or association with another website or third party, or any warranty of
any kind, either express or implied.
5.5 Promotions
From time to time, the Website may include advertisements offered by third parties. You may enter into
correspondence with or participate in promotions of the advertisers showing their products on this website. Any
such correspondence or promotions, including the delivery of and the payment for goods and services by those
third parties, and any other terms, conditions, warranties or representations associated therewith, are solely
between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such
correspondence or promotion.
5.6 Use of Your Name, Logo and Marks
Unless otherwise specified in the applicable Subscription Documentation, you consent to CXOne using your name,
logo and marks to identify you as a CXOne Client on CXOne’s website and other marketing materials.
5.7 Electronic Communication
When you register to use our Services, you must designate a primary email address that will be used for receiving
electronic communication. To the extent that CXOne maintains an online message centre now or in the future,
such exchange of communications shall be considered an electronic communication and may be utilised by CXOne
for providing you notices pursuant to these Terms, as required by Applicable Law (as permitted) or generally
regarding your Account(s) with CXOne. We will NEVER send you emails requesting confidential information such
as Account numbers, usernames, or passwords and you should NEVER respond to any email requesting such
information. If you receive such an email purportedly from CXOne, do not respond to the email and notify CXOne
by emailing us at [email protected].
6. Privacy and Security
6.1 Login Required
In order to access some of the Services on our Website, you may be asked to set up an account and password. Our
account registration page requests certain personal information from you (‘Registration Information’). You will
have the ability to maintain and periodically update your Registration Information as you see fit. By registering,
you agree that all information provided by you as Registration Information is true and accurate and that you will
maintain and update this information as required in order to keep it current, complete and accurate.
6.2 Passwords and Security
If you register for an account on the Website, you agree that you are responsible for maintaining the security and
confidentiality of your password, and that you are fully responsible for all activities or charges that are incurred
under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your
password and account. We will never ask you for your password.
6.3 Disclosure to Third-Party Affiliates
The information we obtain through your use of the Website and our Services, including your Registration
Information, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms. As
outlined in and subject to our Privacy Policy (https://www.cxone.com.au), you hereby grant us the right to disclose
information about you to third parties.
6.4 Non-Transferability of User Account
User Accounts are non-transferable, and all users are obligated to take preventative measures to prohibit
unauthorised users from accessing the Website with his or her password.
7. Warranties, Limitation of Liability and Indemnity
7.1 No Representations or Warranties
(a) To the fullest extent permitted by law, we hereby expressly exclude all warranties and other terms which
might otherwise be implied by statute, common law or the law of equity and must not be liable for any
damages whatsoever, including but without limitation to any direct, indirect, special, consequential,
punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to
goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related
to the use, inability to use, performance or failures of the Services, the Website or the Linked Sites and any
materials posted on those sites, irrespective of whether such damages were foreseeable or arise in
contract, tort, equity, restitution, by statute, at common law or otherwise.
(b) Without limitation, we make no representation or warranty with respect to our Services and/or Website:
(i) in relation to merchantability, fitness for a particular purpose or non-infringement of intellectual
property rights;
(ii) that our Services or Website will meet your requirements;
(iii) that our Services or Website will be uninterrupted, timely, secure or error-free;
(iv) you will obtain any results, increased revenue or increased profitability from the use of our
Services or the Website; or
(v) the quality of our Services or your use of the Website or any other website affiliated with us will
meet your expectations, be free from mistakes, errors or defects.
(c) We reserve the right to either modify or discontinue our Website, including any Services or features
therein, at any time without notice to you. We shall not be liable to you or any third party should we
exercise such right.
(d) Through your use of the Services and Website, you may have opportunities to engage in commercial
transactions with other users and vendors. You acknowledge and agree that all transactions relating to any
products or services provided by any third party, including, but not limited to the purchase terms, payment
terms, warranties, guarantees relating to such transactions, are solely between the seller of such
merchandise and you. We make no representation or warranty regarding any transaction between you
and a third party that may arise in connection with our Services or the Website.
(e) Our Website may contain links to other websites (‘Linked Sites’), which are not operated by us. We have
no control over the Linked Sites and accept no responsibility for them or for any loss or damage that may
arise from your use of them. Your use of the Linked Sites will be subject to any terms of use contained
within each such site.
7.2 Maximum Extent of Any Liability
Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the
Services or Website (notwithstanding any clause to the contrary) shall be limited to, at our absolute discretion:
(a) re-supply of the Services; or
(b) the amount you paid us for Services purchased during the one-month period before the act giving rise to
the liability.
7.3 Indemnity
You assume the sole responsibility for your use of the Services and the Website and hereby indemnify (and keep
indemnified) us, our officers, employees, agents, and contractors from and against all liability, losses, actions,
claims (including third-party claims), demands, proceedings, awards, settlements, compensation, damages, costs
and expenses, directly or indirectly arising from, or relating to:
(a) your use of, or reliance on, any part of the Services or the Website, including but not limited to any damage
to your computer system or loss of data that results from such activities; or
(b) any other person’s use of, or reliance on, any part of the Services or the Website which were provided to
that person directly or indirectly by you;
(c) your breach of these Terms or failure to perform any of your obligations under this Agreement; or
(d) any wilful, unlawful or negligent act or omission of you in association with this Agreement.
8. Intellectual Property
(a) The intellectual property rights in all software and content (including photographic images) made available
to you on the Website and through the provision of Services remain the property of us or our licensors and
are protected by copyright laws and treaties around the world. All such rights are reserved by us and our
licensors. You may store, print and display the content supplied solely for your own personal use. You are
not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content
or copies of the content supplied to you or which appears on this Website.
(b) So long as you comply with the terms and conditions of this Agreement, we grant to you a limited, nonexclusive, non-transferable license to download and install CXOne on a mobile device, computer or tablet that you own or control and to run CXOne solely for purposes of accessing and using the Services during
the period of your Subscription.
(c) Except where expressly stated to the contrary all persons (including their names and images), third-party
trade marks and content, services and/or locations featured on the Website are in no way associated,
linked or affiliated with us and you should not rely on the existence of such a connection or affiliation. Any
trade marks/names featured on this Website are owned by the respective trade mark owners. Where a
trade mark or brand name is referred to it is used solely to describe or identify the products and services
and is in no way an assertion that such products or services are endorsed by or connected to us.
9. Customer Support
CXOne Clients can access CXOne Support through an email ticketing System. CXOne will respond to emails between the hours of 9am to 5pm Monday to Friday.
10. General
10.1 Notices
All notices required or permitted to be given under our Terms must be in writing to CX IT Services Pty Ltd, or by
email to [email protected]. CXOne may send notices to the email address(es) on the Client’s account or, at
CXOne’s option, to Client’s last-known postal address. CXOne may also provide operational notices regarding the
Services or other business-related notices through conspicuous posting of such notice on CXOne’s Website or the
Services. Each party hereby consents to receipt of electronic notices.
10.2 No Waiver
(a) No right under our Terms will be waived except as expressly agreed in writing and signed by us. We will not
waive a right if we grant an extension or forbearance to you.
(b) A waiver by us of any matter does not prejudice our rights in respect of any subsequent or other matter.
Any non-exercise or partial exercise of, or any delay in exercising any right or remedy does not constitute
a waiver of that right or remedy.
(c) These Terms may only be amended in writing signed by each of us.
10.3 Entire Agreement
These Terms supersede all previous agreements between us and embody the entire agreement between us. Any
previous correspondence, negotiations or representations between us do not bind either us or you and neither
we nor you can rely on them.
10.4 Severance
If (but for this clause) a provision of these Terms would be illegal, void, unenforceable or contravene any law,
these Terms are to be varied so as to give effect to the intention of the Terms or severed without affecting the
enforceability of the other provisions and failing that, the offending provision is to be interpreted as if the
provision was omitted.
10.5 Delegation
We may delegate or assign the performance of any obligation in our absolute discretion.
10.6 No Assignment
You may not assign the benefits or obligations under any agreement with us to any other person or entity without
our consent, which may be withheld in our absolute discretion.
10.7 Force Majeure
Each of us will be released from our respective obligations under these Terms (except as to payment and
indemnity) in the event of national emergency, war, prohibitive governmental regulations or where any other
cause beyond the reasonable control of either you or us renders provision of the Services the subject of this
Agreement impossible.
10.8 Disputes and Mediation
Expect in relation to non-payment of Fees, prior to the commencement of court proceedings, any dispute,
controversy or claim arising out of, relating to or in connection with this Agreement or the Services, including any
question regarding its existence, validity or termination, shall be resolved by mediation in accordance with the
Australian Disputes Centre Guidelines. The mediation shall take place in Sydney, Australia and be administered
by the Australian Disputes Centre.
10.9 Independent Legal Advice
You acknowledge that you have had adequate opportunity to obtain independent legal advice as to the meaning
and effect of our Terms before they were accepted.
10.10 Governing Law and Jurisdiction
These Terms are governed by the law of Victoria, Australia. We each irrevocably submit to the jurisdiction of the
courts of Victoria, Australia and all courts called to hear appeals from the courts of Victoria, Australia in respect of
the Terms or its subject matter.
10.11 Amendments
We may update or modify these Terms from time to time by posting a revised version on the Website or Service
or by notification via the email associated with your account. You may also be required to click through the
updated Terms to show acceptance. In any event, subject to the terms of your specific Subscription
Documentation, the modified terms will become effective upon posting or notification and continued use of the
Service or Website, following the update, shall constitute acceptance of the updated Agreement.