Terms and Conditions
Overview
You will be billed monthly by Michael Priest for your service starting on the day you sign-up or at the end of the trial period for the amount of your selected plan.
You are able to cancel your Service at any time in writing via emailing [email protected]. Once you do this and receive confirmation from us you will not be billed again. We do not offer any refunds for any fees paid in advance when you cancel your service
We will notify you if your credit card payment is unsuccesful. If you are unable to rectify this issue within 7 days we may discontinue your service.
1. Definitions
1.1 “Michael Priest” or “Ninite Solution” means MICHAEL PRIEST (ABN: 44 781 763 795)
1.2 “Customer” means the person or entity who ordered our services.
1.3 “the Confirmation emails” means the “sign up” and / or “welcome” emails Michael Priest sends to a Customer after successfully completing the sign-up process.
1.4 “Service”, “Service(s)” or “Services” means any product(s) or service(s) the Customer has requested Michael Priest to provide and Michael Priest has accepted. This can include, but is not limited to. Ninite Solution or any services specified in the Confirmation emails
2. Acceptance
2.1 The Customer accepts these Terms of Service when submit their order to Michael Priest for provisioning of any Service, and that request for the provisioning of the relevant Service was accepted by Michael Priest in the Confirmation Emails.
3. Terms
3.1 The customer agrees to a month to month contract term for Services unless otherwise stated in the product or service offering (and confirmed by Michael Priest in the Confirmation Emails) or otherwise agreed in writing. The month to month contract for services commences upon the Customer’s receipt of the Confirmation Emails and is automatically renewed each month in perpetuity until the provision of all Services in respect of the Customer is terminated or cancelled by the Customer or Michael Priest in accordance with clauses ## or ## below.
4. Service, marketing and Promotional Emails
4.1 From time to time, Michael priest may send the Customer internal marketing and promotional emails, such as current promotions, a monthly newsletter, and other special offers. If the Customer wishes to not receive these emails, it may opt out by written notice to Michael Priest
4.2 The Customer agrees to receive service, marketing and promotional emails (including those referred to above in clause 4.1) from Michael Priest to the email address registered to their account.
5. Availability of Services
5.1 Michael Preist will endeavor to provide continuous availability of all Services to the Customer, Michael Priest will not be liable for any service interruptions or down time.
5.2 Scheduled maintenance will be performed from time to time which is deemed suitable by Michael Priest to have the least noticeable impact on all Customers
5.3 Services may be reliant on an upstream provider. Michael Priest may at times be unaware of any downtime caused by this provider. Michael Priest will endeavour to update the Customer if such downtime occurs and, if possible. the details of rectification of the problem.
6. Service Configuration (Consulting)
6.1 Michael Priest will provide service configuration assistance to the Customer on request by the Customer in accordance with the products or services the customer has purchased as outlined in the Confirmation emails there may be an additional charge for Advanced configurations which will be communicated before any work is commenced.
6.2 Michael Priest will not be liable to the Customer for any loss suffered by the Customer as a result of, or in connection with, the carrying out of these administration services.
7. Limited liability
7.1 Michael Priest will not be liable to the Customer for loss suffered by the Customer as a result of, or in the connection with, the use of the Services or the Customer’s inability to utilise the Service, unless such loss is cause by the gross negligence or wilful misconduct of Michael Priest
7.2 Neither Party shall be liable to the other for any lost profits, direct or indirect, special or incidental, consequential or punitive damages of any kind whether or not they were known by the party or should have been known by the party
7.3 Notwithstanding anything else in this agreement, the maximum aggregate liability of Michael Priest, any of it it’s employees, agents or affiliates, shall not exceed a payment in excess of the amount paid by the Customer for the relevant Service for the three months prior to the occurrence of the event(s) giving rise to the claim
7.4 Michael Priest does not make or give any express or implied warranties including, without limitation, the warranties of merchantability or fitness for a particular purpose, or arising from a course of dealing, usage or trade practice, with respect to any goods or services provided under or incidental to this agreement
7.5 No Oral or written information or advice given by Michael Priest or its resellers, agents, representatives or employees, to the Customer, shall create a warranty or in any way increase the scope of the express warranties hereby given, and the Customer should not rely on any such information or advice.
7.6 In no event will Michael Priest be liable to the Customer for any loss of business, contracts, profits or anticipates savings or for any other indirect or consequential or economic loss whatsoever.
7.7 Michael Priest will not be liable if:
a. The Services provided within this agreement are interrupted or contain errors;
b. The Services do not meet the Customer’s individual requirements; or
c. The Services are subjected to external hacking attempts, viruses, worms, denial of service attacks, or other persons attempting to gain or gaining unauthorised access to the Service or internal systems used by Michael Priest.
8. Customer General Warranties and Undertakings
8.1 The Customer warrants that any information supplied for the purpose of creating an account with Michael Priest, including but not limited to, first name, last name, address, telephone number and email address is true and correct, and will be kept up to date by the Customer
8.2 The Customer warrants that they will keep any passwords or sensitive information used in respect of the Service in a secure location
8.3 The Customer warrants that at the time of entering into this agreement they are not relying on any representation made by Michael Priest which has not been expressly stated in this agreement, or on any descriptions or specifications contained in any other document produced by Michael Priest
9. Michael Priest General Warranties and Undertakings
9.1 Michael Priest will supply the Services to the Customer in the manner set out in this agreement
10. Fees and Credit Management
10.1 In relation to fees for Services;
a. Fees for Services ordered by the Customer and confirmed by Michael Priest with the Confirmation Emails shall begin on the first day of the initial order and shall be billed monthly. Except in the case of a free trial where billing will commence after the trial period has expired and shall be billed monthly thereafter.
10.2 Any fees charged by Michael Priest and paid by the Customer for the setup or establishment of any service will be non-refundable
10.3 Fees for one-off Services including, but not limited to, consulting fees, are due within seven (7) days of the invoice being issued and are non-refundable
10.4 Provisioning new Services is conditional upon the Customer having paid any and all previously outstanding fees in full.
10.5 Failure to pay any fees may result in the accounting being refereed to an external collection agency, which may include interest (calculated daily) and collection costs.
10.6 Fees which are not paid in full within thirty (30) days of the due date by the Customer may result in deactivation
11. Suspension and Termination of Services
11.1 Michael Priest may suspend or terminate Services if:
a. The Customer is found to be in breach of an y policy of Michael Priest including but not limited to those set out in these Terms of Services;
b. The Customer has become insolvent or bankrupt, or has entered into any insolvency or bankruptcy proceedings;
c. The Customer has outstanding fees that are more than seven (7) days respectively. Past the due date;
11.2 Michael Priest may decide at its sole discretion (and need not provide any reason) to advise a Customer that their service will be terminated by giving written notice. In this circumstance, Michael Priest will refund any pre-paid fees for Services on the account
11.3 If a Customer’s account is closed for any reason, the Customer must pay all outstanding charges by the due dates.
12. Cancellation
12.1 The Customer can request cancellation of any Service with us for any reason by providing written notice to Michael Priest
12.2 Any pre-paid fees for Services past the current billing month will not be refunded
12.3 The Customer agrees to pay any and all outstanding fees upon cancellation of their Services.
12.4 Cancellation requests must be received by Michael Priest before the next relevant renewal date. If cancellation is not received before this time, renewal costs generated for the next period of time will remain outstanding.
13. Data Management
13.1 Michael Priest will backup and archive the Customer’s data on a regular basis for the purpose of disaster recovery.
13.2 In the event of hard disk failure or data corruption, Michael Priest will restore data form the last known verified archive.
13.3 If all backup and archived data appears to be corrupt, The Customer should be prepared to provide information to Michael Priest to restore Services
14. Changes
14.1 Michael Priest may amend the Termins of Service at any time. Should any change occur, we will advise the Customer by Email and note the specific changes which have occurred, and provide fourteen (14) days notice before any changes are enforced.
14.2 In exceptional circumstances, Michael Priest may be required to amend the Terms of Service and enforce the amendments immediately. If this is the case, the Customer will be advised by email and the circumstances will be explained
15. Use of Identity
15.1 Michael Priest agrees not to use a Customer name, logos or information without prior written consent of the Customer
16. Entire Agreement
16.1 These terms and conditions constitute the entire agreement between Michael Priest and the Customer, and it supersedes all prior oral or written agreements, understandings and representations.
17. Governing Law
17.1 The Customer agrees to abide by all locale, state and federal laws pursuant to the Services delivered by Michael Priest
17.2 The Customer agrees that these terms and conditions are governed by the laws of New South Wales, Australia and agrees to the exclusive jurisdiction of the Courts of that state
18. Notice
18.1 Written notices given under this agreement may be made by post or email. Notices are deemed to be given when they are received by the recipient.