Chick Commerce Pty Ltd Terms of Service
The Chick Commerce Customer Terms of Service is an agreement that governs how customers can use our services. It includes several documents:
General Terms: These contain the main legal and commercial terms that apply to your use of our products and services.
Product Specific Terms: These include additional terms that apply to each of our product offerings, consulting and other services, and third-party services.
Jurisdiction Specific Terms: Depending on your location, some of these terms will apply to you. They also explain which Chick Commerce entity you're contracting with and which laws will govern our relationship.
Data Processing Agreement (DPA): This explains how we process your data and includes the EU Standard Contractual Clauses.
Acceptable Use Policy (AUP): This is the policy that sets out what you can and can't do while using our products and services.
When you use our Subscription Service or receive Consulting Services, you're agreeing to these terms.
We update these terms from time to time. If you have an active Chick Commerce subscription, we will let you know when we update the terms via in-app notification or by email (if you subscribe to receive email updates).
The General Terms include several definitions that are important to understand. For example, "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. "Billing Period" means the period for which you agree to prepay fees under an Order Form. And "Customer Data" means all information that you submit or collect via the Subscription Service.
We also provide Product Specific Terms that relate to each of our products and consulting services. There are also Jurisdiction Specific Terms that may apply to you based on your location. These terms explain which Chick Commerce entity you're contracting with and which laws govern our relationship.
The Data Processing Agreement (DPA) explains how we process your data, and the Acceptable Use Policy (AUP) sets out what you can and can't do while using our products and services.
If you purchase one of our products or services through our online payment process, your account billing section and/or order form will contain all of the details about your purchase, including your subscription term, products and services purchased, and fees.
When you use our Subscription Service or receive Consulting Services, you agree to follow the rules outlined in these terms. We may update these terms occasionally, and if you have an active subscription with us, we will notify you of any changes via email or in-app notification.
Here are some important definitions to help you understand these terms:
"Affiliate" means any entity that has a direct or indirect connection to us.
"Agreement" or "Customer Terms of Service" refers to the rules outlined in this document and any other materials we mention.
"Authorized Payment Method" is the payment method you use to pay for our services.
"Billing Period" refers to the length of time for which you agree to pay fees.
"Confidential Information" is any private information shared between us that is not publicly known.
"Customer Data" means any information you provide or collect through our Subscription Service.
"Customer Materials" refers to any content you provide or upload to our Subscription Service.
"DPA" stands for the Chick Commerce Data Processing Agreement.
"Free Services" refers to any of our services that are available to you for free.
"Chick Commerce Content" means any content we provide through our Subscription Service or Consulting Services.
"Jurisdiction-Specific Terms" refers to additional terms that may apply to your subscription based on your location.
"Order" or "Order Form" is the agreement you make to subscribe to our services.
"Personal Data" means any information related to an identifiable individual.
"Product Specific Terms" refers to additional terms that may apply to your use of our products and services.
"Sensitive Information" means any private information that is protected under privacy and data protection laws.
"Subscription Fee" is the amount you pay for our Subscription Service.
"Subscription Service" refers to all of the web-based tools and platforms we provide to you.
"Subscription Term" refers to the length of time for which you have subscribed to our services.
"Third-Party Products" refers to any non-Chick Commerce products or services that are used with our Subscription Service.
"Third-Party Sites" refers to any third-party websites that are linked to from within our Subscription Service, including Communications Services.
The "Total Committed Subscription Value" is the total amount of money you have paid or will need to pay us during your current Subscription Term(s) for all of your Chick Commerce accounts. This amount does not include fees for renewals, Consulting Services, or applicable taxes.
"Users" are people whom you have authorized to use our Subscription Service on your behalf, such as your employees, representatives, consultants, contractors, or agents. Each user has their own unique user identification and password for the Subscription Service.
"Chick Commerce", "we", "us", or "our" refers to the specific entity with which you have made a contract, as indicated in the "Contracting Entity and Applicable Law" section.
"You", "your", or "Customer" refers to the person or entity who is using our Subscription Service or receiving our Consulting Services and who is identified in the account record, billing statement, online subscription process, or Order Form as the customer. Your Affiliates are also included in this definition if they are part of your purchase.
USE OF SERVICES
During the Subscription Term, we will allow your Users to access and use the Subscription Service according to this Agreement and the relevant Order.
You can activate our Free Services for your Users at any time.
We may use third-party providers to deliver some or all of the Subscription Service.
You are responsible for ensuring that your Users and Affiliates' Users comply with this Agreement, and you will be held liable for their compliance.
2.2 Additional Features:
You can subscribe to additional features of the Subscription Service by placing an additional Order or activating the features from your Chick Commerce account.
This Agreement applies to all additional Orders and features you activate.
The limits that apply to you are specified in your Order Form, this Agreement, and the Product Specific Terms for Free Subscriptions.
To learn more about the limits that apply to your subscription, refer to the Product Specific Terms.
We may modify the Subscription Service, including adding or removing features, to improve your experience.
For more information on our modification rights, refer to the Product Specific Terms.
2.5 Acceptable Use:
You must follow our Acceptable Use Policy found at http://chickcom.com/legal/acceptable-use ("AUP").
2.6 Prohibited and Unauthorized Use:
You may not use the Subscription Service in violation of the AUP or for any unlawful or prohibited purpose.
You may not use the Subscription Service to send spam or to engage in any other activity that interferes with our ability to provide the Subscription Service to you and other customers.
If the laws of your country prohibit you from using the Subscription Service, you cannot use it.
You must inform us immediately of any unauthorized use of your Users' identifications, passwords, or account.
3.1 Subscription Fees: We will not change your Subscription Fee during the initial term of your subscription, unless you exceed your maximum products, customer limit, order limit, quote limit, shipment limit, fulfillment limit, 3rd party integration limit, contact limit, AI usage limit, email transmission/receipt limit, user limit, or other applicable limits, upgrade products or base packages, subscribe to additional features or products, or agree to any other changes in your Order. We may decrease your fees, but we will let you know if we do. You can find information about how your fees may be adjusted in the Product Specific Terms.
3.2 Fee Adjustments at Renewal: If we increase your fees at the time of renewal, we will notify you at least 30 days in advance of your renewal. The increased fees will apply at the start of the next renewal term. If you do not agree to the increase, you may terminate your subscription at the end of the current term by giving notice as described in the "Notice of Non-Renewal" section below.
3.3 Payment of Fees: If you pay by credit card, we will charge your Authorized Payment Method for all fees due during the Subscription Term. You also authorize us to use a third party to process payments and disclose your payment information to them. If you exceed your contracted usage, Chick Commerce will bill overages in increments of 10% of your subscription total. If you pay by invoice, we will invoice you no more than 45 days before the beginning of the Subscription Term and each subsequent Billing Period, and you must pay within 15 days of the invoice date, unless otherwise specified in the Order Form. You authorize us to continue charging your Authorized Payment Method until all fees have been paid in full.
3.4 Payment Information: You must keep your payment information up to date in your Chick Commerce account. All payment obligations are non-cancelable and non-refundable, except as provided in this Agreement. You must pay all fees in advance throughout the Subscription Term.
3.5 Sales Tax: All fees are exclusive of taxes, which we will charge as applicable. You must pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. If you are located in the European Union, all fees are exclusive of VAT, and you must provide us with your VAT registration number. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST, and HST.
TERM AND TERMINATION
4.1 Term and Renewal: The length of your subscription term will be stated in your Account or Order Form, and unless stated otherwise, it will automatically renew for the shorter of the subscription term or one year.
4.2 Notice of Non-Renewal: To prevent your subscription from renewing, you or we must give written notice of non-renewal at least sixty (60) days before the end of your subscription term, unless stated otherwise in your Order.
4.3 Early Cancellation: You may choose to cancel your subscription early at any time, but we will not provide any refunds for prepaid fees or unused Subscription Fees. You will need to pay any unpaid fees due through the end of the Subscription Term.
4.4 Termination for Cause: Either party may terminate this Agreement for cause as to any or all Subscription Services: (i) after providing thirty (30) days’ notice of a material breach if such breach remains uncured, or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting or have acted in a way that may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not be terminated before the end of the Subscription Term.
4.5.1 Suspension for Prohibited Acts
If you or your Users violate applicable laws or regulations or the terms of this Agreement, we may suspend any User's access to any or all Subscription Services without notice. We may also review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP.
4.5.2 Suspension for Non-Payment
If you fail to pay any amount due, we will provide you with notice of non-payment. Unless you pay the full amount due, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate it.
4.5.3 Suspension for Present Harm
If your website or use of the Subscription Service is causing harm to us or others, we may suspend all or any access to the Subscription Service with electronic or telephonic notice to you. We will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension.
4.5.4 Suspension and Termination of Free Services
We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
4.6 Effect of Termination or Expiration
If your paid subscription is terminated or expires, we will continue to make available to you our Free Services, provided that your Agreement was not terminated for cause. You will continue to be subject to this Agreement for as long as you have access to a Chick Commerce account.
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Chick Commerce Content. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
5.1 Customer's Proprietary Rights
You will retain all rights to the Customer Materials and Customer Data, including after the termination of the Subscription Service. We do not claim any ownership rights to your data. However, you grant us and our licensors a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free license to use the Customer Materials and Customer Data to provide the Subscription Service and Consulting Services to you, and for the purposes of improving our system, such as for fraud prevention systems, AI models, and system optimization, and data may be repackaged and repurposed in aggregate form. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, you represent and warrant that you have all the necessary rights and permissions to do so.
5.2 Limits on Chick Commerce
We will not use Customer Data to contact any individual or company unless you direct us to do so or otherwise permit us to. We will only use Customer Data to provide the Subscription Service and Consulting Services to you, and as permitted by applicable law and this Agreement.
5.3 Data Practices and Machine Learning
5.3.1 Usage Data
We may collect information about you and your Users when you interact with the Subscription Service as permitted by the Agreement.
5.3.2 Machine Learning
We may use Customer Data in an anonymized manner for machine learning to support certain product features and functionality within the Subscription Service, as permitted by this Agreement.
5.4 Protection of Customer Data
The terms of the DPA (Data Processing Addendum) are incorporated into this Agreement by reference and will apply to the extent any Customer Data includes Personal Data. The DPA describes how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data, as described in the DPA.
5.5 Regional Data Hosting
As part of your subscription, we will store your Customer Data in a specific location or geographical region, such as North America, Europe, APAC, or other, subject to the terms of this Agreement.
5.6 Customer Data Transfers
5.7 Retention, Deletion, and Retrieval of Customer Data
For information on the retention and deletion of Customer Data, please refer to the 'Chick Commerce Obligations' section of our DPA.
6.1 Intellectual Property
6.1.1 License. This Agreement does not grant you a license to any software. It is an agreement for access to and use of the Subscription Service. We retain all intellectual property rights to the Chick Commerce Content, the Subscription Service, the Consulting Services, and any other products or services provided under this Agreement.
6.1.2 Restrictions. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Chick Commerce Content, the Subscription Service, or the Consulting Services, in whole or in part, by any means, except as expressly authorized in writing by us.
We value and encourage your feedback, comments, and suggestions for improving the Subscription Service or Consulting Services. You agree that all feedback, comments, and suggestions you provide to us will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you. We may also share your feedback, comments, and suggestions with third parties that assist us in improving and developing our products and services.
7.1 Confidentiality Obligations. The Receiving Party agrees to keep the Confidential Information of the Disclosing Party confidential and to take reasonable steps to protect it. The Receiving Party will only use the Confidential Information for purposes related to this Agreement and will not disclose it to any third party except for its service providers who need access to it and have agreed to confidentiality obligations at least as stringent as those in this Agreement. The Receiving Party will limit access to the Confidential Information to its employees, contractors, and agents who require access for purposes consistent with this Agreement.
7.2 Disclosure Required by Law. The Receiving Party may disclose the Confidential Information of the Disclosing Party if required by law, but will give the Disclosing Party prompt notice of any such requirement and provide reasonable assistance to the Disclosing Party in opposing the disclosure or seeking a protective order. The Receiving Party will not disclose Confidential Information to any third party other than a government agency except under a valid court order.
8.1 Customer List and Website. By entering into this Agreement, you grant us the right to add your name and company logo to our customer list and website. This will enable us to identify you as a customer and may be used for marketing and promotional purposes. You may opt-out of this at any time by providing us with written notice.
8.1 Indemnification. You agree to indemnify, defend, and hold us and our affiliates harmless from and against any third-party claims, suits, actions, or proceedings (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our affiliates to the extent that such Action is based upon or arises out of:
(a) your or your affiliates' unauthorized or illegal use of the Subscription Service,
(b) your or your affiliates' noncompliance with or breach of this Agreement,
(c) your or your affiliates' use of Third-Party Products, or
(d) any other person using your User information to access the Subscription Service without authorization.
8.2 Notice and Control. We will notify you in writing within thirty (30) days of our becoming aware of any such claim, and you will have sole control of the defense or settlement of such a claim. You will provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
DISCLAIMERS; LIMITATION OF LIABILITY
10.1 Performance Warranty. We promise to provide the Subscription Service and Consulting Services in accordance with industry standards and will not intentionally introduce any malicious code. If we fail to conform to this warranty, we will make reasonable efforts to correct it. If we cannot correct it within 60 days, either party can terminate the Agreement. If you terminate for this reason, we will refund any unused fees according to the ‘Effect of Termination or Expiration’ section of this Agreement. We will not be liable for non-conformance caused by combining the Subscription Service with other hardware or software, modifying the Subscription Service by someone other than us, or using it outside the scope of this Agreement.
10.2 Disclaimer of Warranties. Except for the Performance Warranty and the Protection of Customer Data section of this Agreement, we and our affiliates and agents do not make any representations or warranties about the Subscription Service, Chick Commerce content, or Consulting Services. We provide the Subscription Service, Chick Commerce content, and Consulting Services "as is," without any warranties or conditions of any kind.
10.3 No Indirect Damages. Neither party nor its affiliates will be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data, or business opportunities arising out of or related to this Agreement, regardless of the theory of liability.
10.4 Limitation of Liability. Except for payment of fees, obligations under the Indemnification section, and violation of our intellectual property rights, if either party or its affiliates is liable to the other party or its affiliates or any third party, their aggregate liability will be limited to a sum equal to the total amounts paid or payable for the Subscription Service in the twelve months preceding the event giving rise to the claim. This limitation does not apply if you only use the Free Services.
10.5 Third Party Products. We and our affiliates are not liable for any third-party products that you use. Our licensors have no liability under this Agreement.
10.6 Agreement to Liability Limit. You agree that we would not provide the Subscription Service to you without your agreement to this limitation of liability.
11.1 Amendment; No Waiver.
We may modify any part or all of the Agreement by posting a revised version at http://chickcom.com/legal. The revised version will become effective and binding the next business day after it is posted.
If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at http://chickcom.com/legal will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11.2 Force Majeure. Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.3 Actions Permitted: Except for nonpayment or breach of proprietary rights and applicable laws, no action arising out of or relating to this Agreement may be brought by either party more than one year after the cause of action has accrued.
11.4 Relationship of the Parties: The parties agree that no joint venture, partnership, employment, or agency relationship exists between them.
11.5 Compliance with Laws: The provider will comply with all Canadian provincial and federal laws (where applicable) in the provision of the Subscription Service, Consulting Services, and processing of Customer Data. The provider reserves the right to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request. The customer agrees not to export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals.
11.6 Severability: If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement will continue in effect.
11.7 Notices: Notice to the provider will be sent to the contact address set forth in the Jurisdiction Specific Terms, and notice to the customer will be sent to the address provided in the customer's Chick Commerce Subscription account information. The provider may give electronic notices by general notice via the Subscription Service, email to the customer's email address(es) on record, or through the notifications center of the Subscription Service. The provider may also give notice to the customer by telephone. The customer must keep all account information current.
11.9 Assignment: You cannot transfer or assign this Agreement without our written consent, except in cases of merger, reorganization, sale of assets, change of control or operation of law, as long as the successor is not our competitor. We, on the other hand, can assign this Agreement to any Chick Commerce affiliate or in the event of merger, reorganization, sale of assets, change of control or operation of law.
11.10 No Third Party Beneficiaries: This Agreement does not give any third party person or entity any right, benefit or remedy.
11.11 Authority: Both parties represent and warrant that they have the full power and authority to enter into this Agreement and that it is binding and enforceable according to its terms. You also warrant and represent that you have the authority to make sure your Affiliates comply with this Agreement.
11.12 Survival: The following sections will survive the expiration or termination of this Agreement: ‘Definitions’, ‘Fees’, ‘Prohibited and Unauthorized Use’, ‘Early Cancellation’, ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of Termination or Expiration’, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’.
11.13 Precedence: If there is a conflict between the terms of the Agreement and an Order, the terms of the Order will only control that particular Order.