Terms and Conditions

Including End User Licence Agreement (Schedule 1)

1. Agreement to Terms

   1. These Terms and Conditions (Terms) govern the Customer’s access to and use of the Shopfront cloud-based point of sale software platform (Platform) provided by SAS Online Pty Ltd ABN 11 126 094 577 trading as Shopfront (Shopfront, we, us or our).
   2. By subscribing to the Platform, creating an account, clicking “I accept” (or a similar acceptance prompt), or otherwise accessing or using the Platform, the Customer agrees to be bound by these Terms. These Terms take effect on the date of acceptance (Effective Date).
   3. If the Customer does not accept these Terms, the Customer must not access or use the Platform.
   4. The Customer warrants that the person accepting these Terms on the Customer’s behalf has the authority to bind the Customer.
   5. Shopfront may update these Terms from time to time by publishing updated Terms on the Platform and giving the Customer at least 30 days’ prior written notice of any changes. Material changes will not take effect during the then-current Subscription Term unless the Customer consents in writing. If the Customer does not agree to an update, the Customer may terminate its Subscription by giving notice to Shopfront before the changes take effect, in which case Shopfront will refund any prepaid Fees on a pro rata basis for the unused portion of the Subscription Term. If the Customer continues to use the Platform after the effective date of a change, the Customer is taken to have accepted the updated Terms.

2. Definitions and Interpretation

   1. Capitalised terms used in these Terms have the meanings given to them in clause 19, or where defined inline in these Terms.
   2. In these Terms, unless the context otherwise requires:
      1. words in the singular include the plural and vice versa;
      2. a reference to a person includes any individual, company, corporation, partnership, joint venture, trust, association or other entity;
      3. a reference to a party includes that party’s successors and permitted assigns;
      4. a reference to a statute includes any amendment, re-enactment, subordinate legislation or replacement of that statute;
      5. “includes” and similar expressions are not words of limitation;
      6. headings are for convenience only and do not affect interpretation; and
      7. a reference to $ or dollars is to Australian dollars unless otherwise stated.

3. The Platform

   1. Shopfront will make the Platform available to the Customer during the Subscription Term in accordance with these Terms.
   2. The Platform is a cloud-based point of sale system that enables the Customer to process sales transactions, manage inventory, track customer data and perform related retail management functions. The Platform includes offline functionality that allows the Customer to continue processing transactions when an internet connection is temporarily unavailable, with data syncing to the cloud once connectivity is restored.
   3. Shopfront may from time to time update, modify or enhance the Platform, including by releasing new versions, features or functionality. Shopfront will use reasonable endeavours to provide advance notice of changes that materially affect the Customer’s use of the Platform. Shopfront will not make changes that materially reduce the core functionality of the Platform during the Subscription Term without giving the Customer at least 30 days’ prior written notice.
   4. If Shopfront makes a change to the Platform that, in the Customer’s reasonable opinion, materially diminishes the value or utility of the Platform for the Customer’s purposes, the Customer may terminate the affected Subscription by giving Shopfront 30 days’ written notice. The Customer must exercise this right within 21 days of the change taking effect; if the Customer does not do so, the Customer is taken to have accepted the change. On termination under this clause 3.4, Shopfront will refund any prepaid Fees on a pro rata basis for the unused portion of the Subscription Term.
   5. The Customer acknowledges that the Platform may not be free from errors or defects and that scheduled and unscheduled downtime may occur from time to time. Shopfront will use reasonable endeavours to minimise disruption to the Customer.
   6. The Platform may offer integration with third-party applications and services, including but not limited to accounting software, payment processing providers and supplier systems. Shopfront is not responsible for the reliability, availability or security of third-party applications, or for any loss or damage arising from the use of or failure of third-party applications.
   7. Shopfront makes a publicly accessible application programming interface (API). Use of the API is at the Customer’s own risk. The API is provided on an “as is” and “as available” basis. Shopfront does not warrant that the API will be error-free, uninterrupted or compatible with any third-party software or systems. Shopfront may modify, suspend or discontinue the API at any time without notice. Shopfront is not liable for any loss or damage arising from the use of, reliance on, or inability to access the API, including any loss arising from third-party applications or integrations built using the API.

4. Subscription and Access

   1. The Customer’s right to access and use the Platform is subject to and governed by the Customer’s selected Subscription plan. Each Subscription will specify the number of outlets or registers the Customer is permitted to operate, the Subscription Term, the applicable Fees and any other relevant details (Subscription).
   2. Shopfront grants to the Customer a non-exclusive, non-transferable (except as provided in clause 4.5), revocable licence to access and use the Platform during the Subscription Term for the Customer’s own internal business purposes and in accordance with these Terms.
   3. The Customer must not exceed the number of outlets or registers specified in the Subscription. If the Customer requires additional outlets or registers, the Customer must modify its account and billing page within the Platform to reflect the number of outlets or registers required.
   4. The Customer is responsible for obtaining and maintaining all hardware, software, internet connectivity and other equipment necessary to access and use the Platform. Shopfront is not responsible for the Customer’s hardware, network or internet service provider.
   5. Despite clause 4.2, the Customer may transfer its Subscription to a purchaser of the Customer’s business with Shopfront’s prior written consent (not to be unreasonably withheld). The Customer must notify Shopfront of the proposed transfer and provide reasonable details of the purchaser. On transfer, the purchaser assumes all of the Customer’s rights and obligations under these Terms and the Customer must ensure that any previous Authorised Users who are no longer associated with the business are removed from the Platform.

5. EULA and Authorised Users

   1. Each Authorised User must individually accept the End User Licence Agreement set out in Schedule 1 (EULA) before accessing the Platform for the first time. The EULA governs the rights and obligations of each Authorised User as an individual. These Terms govern the Customer’s rights and obligations as an entity.
   2. The Customer must:
      1. ensure that each Authorised User accepts the EULA before accessing the Platform;
      2. ensure that each Authorised User complies with the EULA and these Terms at all times;
      3. notify Shopfront promptly if the Customer becomes aware of any breach of the EULA by an Authorised User; and
      4. not permit any person who has not accepted the EULA to access or use the Platform.
   3. The Customer is responsible for the acts and omissions of its Authorised Users in connection with the Platform. Shopfront has no liability to the Customer for any act or omission of an Authorised User.

6. Customer Obligations

   1. General Obligations

      The Customer must:

      1. provide Shopfront with accurate and complete information as reasonably required for the provision of the Platform;
      2. comply with all applicable laws, regulations and codes of conduct in connection with its use of the Platform, including all licensing requirements applicable to the Customer’s business;
      3. maintain the security and confidentiality of its account credentials and immediately notify Shopfront of any unauthorised access to or use of its account; and
      4. not use or permit the Platform to be used in any way that infringes the Intellectual Property Rights of any third party or breaches any duty of confidentiality.

   2. Restrictions on use

      The Customer must not, and must ensure that its Authorised Users do not, without Shopfront’s prior written consent:

      1. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform;
      2. modify, adapt, translate or create derivative works from the Platform;
      3. make copies of the Platform or any Documentation;
      4. sell, loan, sub-licence, transfer, hire or otherwise dispose of access to the Platform to any third party;
      5. remove or alter any copyright, trade mark or other proprietary notice on or forming part of the Platform;
      6. attempt to circumvent any security or technological protection mechanism of the Platform;
      7. use the Platform for any unlawful, fraudulent or harmful purpose;
      8. upload any harmful, discriminatory, defamatory, offensive, illegal or infringing material to the Platform;
      9. use the Platform in any manner that may damage Shopfront’s reputation or the integrity or security of the Platform; or
      10. use the Platform other than for the Customer’s own internal business purposes.

   3. Customer Data

      The Customer represents and warrants that all Customer Data:

      1. is accurate and complete;
      2. does not infringe any third-party Intellectual Property Rights;
      3. does not contain any viruses, malware or harmful code; and
      4. does not breach any applicable law.

7. Fees and Payment

   1. The Fees applicable to the Customer’s selected Subscription plan will be debited from the Customer’s nominated payment card at the times and in the manner specified at the time of subscription or as otherwise agreed. Unless otherwise agreed, Fees are billed either annually or monthly by payment card, processed through Shopfront’s third-party payment provider, Stripe. Customers who elect annual billing will receive a 10% discount on the equivalent monthly rate. The Customer may cancel a monthly Subscription at any time prior to the next scheduled debit through the account and billing page within the Platform.
   2. Unless otherwise stated, all Fees are:
      1. payable in advance; and
      2. inclusive of GST.
   3. Fees are non-refundable except where:
      1. these Terms expressly provide for a pro rata refund (including under clauses 1.5, 3.4 and 14.5);
      2. the Platform is materially unavailable for a continuous period of more than 5 Business Days for reasons within Shopfront’s reasonable control, in which case the Customer is entitled to a pro rata credit for the period of unavailability; or
      3. a refund is required by law (including under the ACL).
   4. Shopfront may increase the Fees at the start of any Renewal Term by giving the Customer at least 30 days’ prior written notice before the end of the then-current Subscription Term. Any increase must not exceed the greater of 5% or the percentage increase in the Consumer Price Index (All Groups, Weighted Average of Eight Capital Cities) published by the Australian Bureau of Statistics for the 12- month period ending most recently before the date of the notice. If the Customer does not agree to the increased Fees, the Customer may elect not to renew by giving notice to Shopfront before the end of the then-current Subscription Term.
   5. If the Customer fails to pay any amount due under these Terms by the due date, Shopfront may suspend the Customer’s access to the Platform in accordance with clause 13.
   6. All Fees are inclusive of GST. Shopfront will issue the Customer with a valid tax invoice for each payment.
   7. The Customer’s payment card details are not stored by Shopfront and cannot be accessed by Shopfront staff. Payment is processed by Stripe. The Customer acknowledges and agrees that Stripe’s terms of service and privacy policy apply to the processing of the Customer’s payment information.

8. Intellectual Property

   1. All Intellectual Property Rights in the Platform, Documentation and Shopfront’s IP are and remain the sole property of Shopfront (or its licensors). The Customer does not acquire any Intellectual Property Rights in the Platform under these Terms.
   2. The Customer grants to Shopfront a non-exclusive, royalty-free, non-transferable, worldwide licence to use Customer Data to the extent reasonably necessary to provide the Platform and perform Shopfront’s obligations under these Terms.
   3. The Customer:
      1. warrants that Shopfront’s use of Customer Data as contemplated by these Terms will not infringe any third-party Intellectual Property Rights; and
      2. indemnifies Shopfront against all reasonable loss, liability, cost and expense arising from any breach of the warranty in clause 8.3(a).
   4. Shopfront:
      1. warrants that the Platform, as provided by Shopfront and used in accordance with these Terms, does not infringe any third-party Intellectual Property Rights; and
      2. indemnifies the Customer against all reasonable loss, liability, cost and expense arising from any claim that the Customer’s use of the Platform in accordance with these Terms infringes a third party’s Intellectual Property Rights.
   5. The indemnities in clauses 8.3 and 8.4 are subject to the indemnified party:
      1. promptly notifying the indemnifying party of the claim;
      2. giving the indemnifying party reasonable control of the defence and settlement of the claim; and
      3. providing reasonable assistance at the indemnifying party’s expense.

9. Data Protection and Privacy

   1. Each party must comply with all applicable data protection and privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, in the performance of its obligations under these Terms.
   2. Shopfront will store and process Customer Data on production servers physically located within Australia. The Customer acknowledges that backup copies of Customer Data and certain ancillary services that support the Platform’s operation may be hosted on servers located outside Australia. Shopfront will ensure that appropriate security safeguards apply to any Customer Data stored outside Australia.
   3. Shopfront will establish and maintain appropriate security procedures and safeguards for Customer Data.
   4. Shopfront will promptly notify the Customer after becoming aware of any actual or suspected unauthorised access to, disclosure of or loss of Customer Data (Security Breach) and will investigate and take reasonable steps to contain any Security Breach.
   5. Each party must, at the reasonable request of the other, provide such assistance and cooperation as is necessary to comply with any notification obligation under the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth).
   6. The Customer agrees to Shopfront collecting, using and disclosing personal information in accordance with Shopfront’s Privacy Policy, as updated from time to time and available at shopfront.com.au/legal/privacy, which is incorporated into these Terms by reference.
   7. Shopfront does not collect or store payment card information of the Customer or the Customer’s customers. Payment processing is handled by Stripe in accordance with Stripe’s privacy policy.

10. Confidentiality

    1. Each party (Receiving Party) must keep the other party’s (Disclosing Party’s) Confidential Information confidential and must not disclose it to any person without the Disclosing Party’s prior written consent.
    2. A Receiving Party may use the Disclosing Party’s Confidential Information only to the extent necessary to perform its obligations or exercise its rights under these Terms.
    3. A Receiving Party may disclose the Disclosing Party’s Confidential Information to its Personnel who have a legitimate need to know, provided the Receiving Party remains responsible for those persons’ compliance with obligations no less protective than those in this clause 10.
    4. The obligations in clause 10.1 do not apply to information:
       1. that is or becomes publicly available through no fault of the Receiving Party;
       2. that the Receiving Party independently developed without using the Disclosing Party’s Confidential Information;
       3. that the Receiving Party rightfully received from a third party free of any confidentiality obligation; or
       4. that the Receiving Party is required by law to disclose, provided that the Receiving Party gives the Disclosing Party as much prior written notice as is reasonably practicable.
    5. If either party becomes aware of a suspected or actual breach of this clause 10, that party must immediately notify the other and take reasonable steps to prevent, stop or mitigate the breach.
    6. This clause 10 survives the expiry or termination of these Terms.

11. Warranties and Disclaimers

    1. Shopfront warrants that:
       1. it has the right to grant the licences contemplated by these Terms; and
       2. the Platform will perform substantially in accordance with the Documentation during the Subscription Term.
    2. The Customer warrants that:
       1. it has full legal capacity and authority to accept and perform these Terms;
       2. all information provided by the Customer to Shopfront is accurate and complete; and
       3. it will comply with all applicable laws in connection with its use of the Platform.
    3. Subject to clause 11.4, and to the maximum extent permitted by law, all warranties, conditions and representations not expressly stated in these Terms are excluded. This clause does not exclude or limit any rights the Customer may have under the ACL or any other law that cannot be excluded.
    4. Nothing in these Terms excludes, restricts or modifies any guarantee, condition or warranty implied or imposed by the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot lawfully be excluded, restricted or modified. To the extent that Shopfront is entitled to limit its liability under any such non-excludable provision, Shopfront’s liability is limited as set out in clause 12.4.

12. Limitation of Liability

    1. Subject to clause 12.3, the total aggregate liability of each party under or in connection with these Terms (whether in contract, tort including negligence, statute, equity, indemnity or otherwise) in any 12-month period is limited to 50% of the total Fees paid or payable by the Customer in that 12-month period.
    2. Subject to clause 12.3, neither party is liable to the other for any indirect, incidental, special or consequential loss or damage, or for loss of profits, revenue, business opportunity, goodwill, data, anticipated savings or wasted expenditure, however arising, even if advised of the possibility.
    3. Clauses 12.1 and 12.2 do not limit or exclude either party’s liability for:
       1. fraud or wilful misconduct;
       2. death or personal injury caused by negligence;
       3. any obligation to pay Fees or other amounts due under these Terms;
       4. the indemnities in clauses 8.3 and 8.4;
       5. breach of clause 9 (Data Protection and Privacy) or clause 10 (Confidentiality); or
       6. any liability that cannot lawfully be limited or excluded under the ACL or any other applicable law.
    4. To the extent the ACL applies and Shopfront’s liability cannot be excluded, Shopfront’s liability is limited (to the extent permitted by law) to:
       1. in the case of services, the supply of the services again or the payment of the cost of having the services supplied again; and
       2. in the case of goods, the replacement of the goods, the supply of equivalent goods, or the payment of the cost of replacing or acquiring equivalent goods.

13. Suspension

    1. Shopfront may suspend the Customer’s access to the Platform if:
       1. a scheduled payment debit is unsuccessful. Shopfront will make additional attempts to process the debit and will notify the Customer by email each time a debit attempt fails. If payment remains outstanding, the Customer’s access to the Platform will be suspended until valid payment details are provided through the account and billing page within the Platform;
       2. Shopfront reasonably believes the Customer or an Authorised User is using the Platform unlawfully, in breach of the EULA or in a manner that may cause material harm;
       3. Shopfront is required to do so by law, regulation or court order; or
       4. suspension is reasonably necessary to protect the security or integrity of the Platform.
    2. Shopfront will use reasonable endeavours to give the Customer prior written notice of a suspension and will specify the reason for the suspension. Where immediate suspension is required for security, legal or regulatory reasons, Shopfront will notify the Customer as soon as practicable after the suspension takes effect.
    3. Shopfront will lift a suspension promptly after the circumstances giving rise to it have been remedied to Shopfront’s reasonable satisfaction.
    4. If a suspension under clause 13.1(c) or 13.1(d) (being a suspension not caused by the Customer’s breach or default) continues for more than 5 consecutive Business Days, the Customer is entitled to a pro rata credit of the Fees for the duration of the suspension. No credit applies to a suspension under clause 13.1(a) or 13.1(b).

14. Term and Termination

    1. Subscription Term

       The Subscription Term commences on the Effective Date and continues for the period specified in the Customer’s selected Subscription plan, unless terminated earlier in accordance with this clause 14.

    2. Renewal

       Unless otherwise stated, the Subscription automatically renews at the end of each Subscription Term for successive periods of the same duration (each a Renewal Term), unless either party gives the other at least 2 days’ written notice of non-renewal before the end of the then-current term.

       Shopfront will send the Customer a written reminder of the upcoming renewal at least 3 days before the end of the then-current Subscription Term or Renewal Term. The reminder will state the renewal date, the applicable Fees for the Renewal Term and the deadline for giving notice of non-renewal. If Shopfront fails to send the renewal reminder, the Subscription will not automatically renew and will instead expire at the end of the then-current term unless the Customer confirms in writing that it wishes to renew.

    3. Termination for breach

       Either party may terminate these Terms by written notice if the other party:

       1. commits a material breach and fails to remedy that breach within 14 days of receiving written notice specifying the breach and requiring its remedy; or
       2. commits a material breach that is not capable of remedy.

    4. Termination for insolvency

       Either party may terminate these Terms immediately by written notice if the other party becomes insolvent, is unable to pay its debts as they fall due, has an administrator, receiver or liquidator appointed, or is ordered to be wound up by a court of competent jurisdiction.

    5. Termination for convenience by Shopfront

       Shopfront may terminate these Terms for convenience by giving the Customer at least 90 days’ written notice. On termination under this clause 14.5, Shopfront will refund any prepaid Fees on a pro rata basis for the unused portion of the Subscription Term.

    6. Termination for convenience by the Customer

       The Customer may terminate these Terms for convenience by giving Shopfront at least 30 days’ written notice. On termination under this clause 14.6, the Customer will not be entitled to a refund of any prepaid Fees. An early termination fee equal to 100% of the Fees that would otherwise have been payable for the remainder of the Subscription Term applies. The Customer acknowledges that the early termination fee is a genuine pre-estimate of Shopfront’s loss arising from early termination and reflects Shopfront’s commitment of resources over the Subscription Term.

15. Consequences of Termination

    1. On expiry or termination of these Terms for any reason:
       1. all licences granted under these Terms immediately cease;
       2. the Customer and its Authorised Users must immediately cease using the Platform;
       3. the Customer must return to Shopfront (or destroy, if Shopfront directs) all Confidential Information and materials of Shopfront in the Customer’s possession or control; and
       4. all accrued Fees and other amounts payable become immediately due and payable.
    2. The Customer is solely responsible for exporting or retrieving all Customer Data from the Platform prior to the expiry or termination of these Terms. Following expiry or termination, the Customer will no longer have access to the Platform or its Customer Data. Shopfront will delete all Customer Data associated with the Customer’s account within 90 days of expiry or termination, unless the Customer has subscribed to a data preservation plan (such as the Ice plan), in which case Shopfront will retain the Customer Data in accordance with that plan but the Customer will not have access to the Platform.
    3. The following clauses survive expiry or termination: clauses 2, 8, 9, 10, 11, 12, 15, 16, 18 and 19.
    4. Termination or expiry does not affect any rights or remedies accrued prior to the date of termination.

16. Dispute Resolution

    1. If a dispute arises under or in connection with these Terms, the party raising the dispute must give the other party written notice identifying the dispute in reasonable detail.
    2. Within 10 Business Days of the notice under clause 16.1, the parties’ senior representatives must meet (in person, by video conference or telephone) and attempt in good faith to resolve the dispute.
    3. If the dispute is not resolved within 20 Business Days of the notice under clause 16.1, either party may refer the dispute to mediation through the Australian Disputes Centre (ADC), in accordance with the ADC’s Guidelines for Commercial Mediation, at the equal shared expense of the parties.
    4. If mediation does not resolve the dispute within 30 days of the mediator being appointed (or such longer period as the parties agree), either party may commence legal proceedings.
    5. Nothing in this clause 16 prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.

17. Force Majeure

    1. Neither party is liable for any failure or delay in performing an obligation under these Terms (other than an obligation to pay money) to the extent that the failure or delay is caused by an event beyond the affected party’s reasonable control, including any act of God, natural disaster, war, terrorism, pandemic, government action, or network or device failure external to that party’s data centres (Force Majeure Event).
    2. A party affected by a Force Majeure Event must promptly notify the other party in writing and use its best endeavours to overcome or remove the Force Majeure Event.
    3. If a Force Majeure Event continues for more than 60 days, either party may terminate these Terms by giving 14 days’ written notice to the other.

18. General

    1. Governing law and jurisdiction

       These Terms are governed by the laws of Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria (and courts of appeal from them) in respect of any dispute arising under or in connection with these Terms.

    2. Notices

       Any notice under these Terms must be in writing and sent by email to the address specified at the time of subscription or as otherwise notified from time to time. A notice is taken to be received at the time of transmission, unless the sender receives a delivery failure notification. If receipt occurs outside Business Hours at the place of receipt, the notice is taken to be received at the start of the next Business Day.

    3. Entire agreement

       These Terms, together with the applicable Subscription and EULA, constitute the entire agreement between the parties in relation to the Platform and supersede all prior negotiations, representations and agreements (whether written or oral) relating to that subject matter.

    4. Amendment

       Shopfront may update these Terms from time to time in accordance with clause 1.5. No other amendment is effective unless agreed in writing by both parties.

    5. Waiver

       A party’s failure or delay in exercising any right or remedy under these Terms does not constitute a waiver. A waiver is only effective if in writing and signed by the party granting it.

    6. Severance

       If any provision of these Terms is or becomes invalid, illegal or unenforceable, it is severed to the minimum extent necessary. The validity and enforceability of the remaining provisions are not affected.

    7. Assignment

       The Customer must not assign, novate or otherwise transfer any of its rights or obligations under these Terms without Shopfront’s prior written consent. Shopfront may assign these Terms to a related body corporate or to a successor in connection with a sale of Shopfront’s business or assets without the Customer’s consent, provided that Shopfront gives the Customer reasonable prior notice.

    8. Costs

       Each party bears its own costs and expenses in connection with these Terms.

19. Definitions

    In these Terms, the following terms have the meanings set out below:

    ACL	the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
    Authorised User	an individual employee, contractor or agent of the Customer who is authorised by the Customer to access and use the Platform and who has accepted the EULA.
    Business Day	a day that is not a Saturday, Sunday or public holiday in Victoria, Australia.
    Business Hours	9:00am to 5:00pm on a Business Day in the time zone of Melbourne, Victoria.
    Confidential Information	all information disclosed by one party to the other in connection with these Terms that is by its nature confidential, is designated as confidential, or that the receiving party ought reasonably to know is confidential, but does not include information that is publicly available (other than through a breach of these Terms).
    Customer	the entity that subscribes to the Platform and agrees to these Terms.
    Customer Data	all data, information and content (including personal information) uploaded to, stored on, processed by or generated through the Platform by or on behalf of the Customer or its Authorised Users.
    Documentation	any user manuals, help guides, release notes, knowledge base articles or other documentation made available by Shopfront in connection with the Platform, as updated from time to time.
    Effective Date	the date on which the Customer accepts these Terms in accordance with clause 1.2.
    EULA	the End User Licence Agreement set out in Schedule 1.
    Fees	the fees payable by the Customer for the Subscription, as set out in clause 7.
    GST	has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
    Intellectual Property Rights	all intellectual property rights, including patents, trade marks, designs, copyright, trade secrets, know-how, domain names, database rights and all other rights of a similar nature, whether registered or unregistered, and all applications and rights to apply for any of them, anywhere in the world.
    Personnel	a party’s officers, employees, contractors and agents.
    Platform	the Shopfront cloud-based point of sale software platform, including all updates, modifications and enhancements made available by Shopfront from time to time.
    Renewal Term	has the meaning given in clause 14.2.
    Shopfront's IP	the Platform, Documentation and all Intellectual Property Rights owned by or licensed to Shopfront.
    Subscription	the Customer’s subscription to the Platform, as described in clause 4.1.
    Subscription Term	the initial period of the Subscription, as specified in the Customer’s selected Subscription plan, commencing on the Effective Date.

SCHEDULE 1
End User Licence Agreement

Key Terms

Platform	The Shopfront cloud-based point of sale software platform.
Provider	SAS Online Pty Ltd ABN 11 126 094 577, trading as Shopfront.
Purpose	Accessing and using the Platform in connection with the Customer’s retail business operations as an Authorised User.
Customer Agreement	The SaaS Terms and Conditions to which this EULA is attached as Schedule 1.

Capitalised terms used but not defined in this EULA have the meanings given to them in the Customer Agreement.

1. Acceptance

   1. This EULA applies to you personally as an individual Authorised User of the Platform. It is not a corporate agreement between the Customer and Shopfront - it is an agreement between Shopfront and you as the individual person who will access and use the Platform. By clicking “I accept”, “Agree” or a similar acceptance prompt within the Platform, or by accessing or using the Platform in any way, you agree to be bound by this EULA. If you do not accept this EULA, you must not access, use or otherwise interact with the Platform.
   2. This EULA commences on the date you first access the Platform and continues until terminated in accordance with clause 5 of this EULA.
   3. Your employer or the organisation that has purchased a Subscription (the Customer) has directed you to accept this EULA as a condition of your use of the Platform. You should ensure you read this EULA carefully before accepting. If you have any questions about its terms, you should raise them with the Customer before accepting.

2. Licence Grant and Restrictions

   1. Subject to your compliance with this EULA, Shopfront grants you a revocable, non-exclusive, non-transferable, royalty-free licence to access and use the Platform solely for the Purpose.
   2. You must use the Platform:
      1. only for the Purpose;
      2. only in accordance with any usage guidelines or policies notified by Shopfront or the Customer from time to time; and
      3. in compliance with all applicable laws and regulations.
   3. Except with Shopfront’s prior written consent, you must not:
      1. upload any sensitive information, commercial secrets, harmful, discriminatory, defamatory, offensive, illegal or infringing material to the Platform;
      2. make copies of, adapt, modify or tamper with the Platform;
      3. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform;
      4. attempt to circumvent any security or technological protection mechanism of the Platform;
      5. sell, loan, transfer, sub-licence, hire or otherwise dispose of access to the Platform to any third party;
      6. share your Platform account credentials with any other person;
      7. use the Platform for any purpose other than the Purpose, including for any unlawful, fraudulent or harmful activity; or
      8. act in any way that may harm Shopfront’s reputation or the integrity of the Platform.
   4. You must immediately notify Shopfront if you become aware of any unauthorised access to or use of your account, or any other breach or suspected breach of the Platform’s security.

3. Intellectual Property

   1. All Intellectual Property Rights in the Platform belong to Shopfront. You do not acquire any Intellectual Property Rights in the Platform under this EULA.
   2. You are solely responsible for any content or data you upload to the Platform. By uploading content, you warrant that you have all necessary rights to do so and that the content does not infringe any third-party rights.

4. Disclaimers and Liability

   1. To the maximum extent permitted by law, Shopfront does not warrant that the Platform will be free from errors or defects, will be available at all times, or that information provided through the Platform will be accurate or complete.
   2. You are responsible for ensuring that your use of the Platform does not expose you to security risks including hacking, malware or other interference. Shopfront does not accept responsibility for any loss arising from your use of the Platform, including unauthorised access to or loss of your data.
   3. To the maximum extent permitted by law, Shopfront’s total aggregate liability to you under or in connection with this EULA is limited to $100 AUD. This limitation applies regardless of the form of the claim.
   4. To the maximum extent permitted by law, Shopfront is not liable for any indirect, incidental, special or consequential loss or damage, or for loss of data, profits or business opportunity, arising from your use of the Platform.
   5. You indemnify Shopfront and its Personnel against all loss, damage, liability, cost and expense arising from your breach of this EULA or your unlawful use of the Platform.
   6. Nothing in this EULA excludes, restricts or modifies any guarantee, condition or warranty implied or imposed by the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot lawfully be excluded, restricted or modified.

5. Termination

   1. This EULA is automatically terminated if the Customer Agreement expires or is terminated, or if the Customer’s Subscription under which you have been granted access expires or is terminated.
   2. Shopfront or the Customer may terminate this EULA on written notice to you if you commit a breach of any term of this EULA and fail to remedy that breach within 10 Business Days of receiving notice specifying the breach and requiring its remedy.
   3. On termination of this EULA you must immediately cease using the Platform and remove the Platform from all devices in your possession. You are solely responsible for backing up any data you have stored on the Platform prior to termination. Shopfront is not liable for any loss of your data on termination.

6. General

   1. This EULA is governed by the laws of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of Victoria.
   2. If any provision of this EULA is invalid or unenforceable, it is severed to the minimum extent necessary and the remaining provisions continue in full force.
   3. You cannot assign or transfer your rights or obligations under this EULA without Shopfront’s prior written consent.
   4. This EULA, together with the Customer Agreement (to the extent applicable to you as an Authorised User), constitutes the entire agreement between you and Shopfront in relation to your use of the Platform.