Revenue Management Services & Online Review Terms & Conditions
1. Term and Conditions
1.1 Billing and Refunds.
1.1.1 This agreement provides authority for Levart to add the billing for the above services to the monthly direct debit in place. The name that will appear on your billing statement will be Levart. Billing and payments will occur in AU Dollars, and will be charged every month, in advance of service.
1.1.2 The term is for an initial 12 months and will be renewed after the expiry of the initial term on a monthly basis at a fee agreed between the two parties subject to a 2% increase or the increase in the CPI whichever is the greatest. The ongoing fee will be reviewed annually on the basis of applying the same formula as detailed in this clause.
1.1.3 No refunds or credits for Subscription Charges or other fees or payments will be provided to you.
1.1.4 Unless otherwise stated, our charges do include any taxes, levies, duties or similar governmental assessments, including value-added, GST, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for Taxes except those assessable against Levart. We will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.
1.1.5 Unless otherwise specified in the Order Form, any professional services such as set-up, training, consulting, workshops, configuration, custom development, onsite support or interface implementation which you may order from Levart from time to time will be invoiced upon order and due within fourteen days of receipt of invoice.
1.1.6 The price of professional services excludes travel, accommodation, food and reasonable out of pocket expenses. These will be invoiced to you on a cost basis.
1.1.7 Payment of the usage fee is due in advance by direct debit to your bank account.
A client can terminate usage of the service at any time by authorising in writing and emailing the support service and account representative informing Levart of the same. No refunds will be given if cancellation has been made after a billing cycle.
Either party may terminate this Agreement immediately by giving the other party written notice of termination in the event that the other party: (a) becomes insolvent; (b) files a petition in bankruptcy; (c) makes an assignment for the benefit of its creditors; or (d) breaches any of its obligations under this Agreement in any material respect, which breach is not cured within ten (10) days after the breaching party receives notice of such breach from the non-breaching party. Without limiting the foregoing, in the event that the client has failed to pay any amount due hereunder within thirty (30) days following the due date for such payment, Levart may immediately terminate this Agreement, or, in its discretion, suspend service to Client until such payment has been received. Upon the expiration or termination of the Agreement for any reason: (a) the license(s) granted by Levart to Client hereunder will immediately terminate (b) any amounts still due Levart shall remain due.
2.2 Warranty Disclaimer.
Levart makes no representation or warranty with respect to the Online Review or Revenue Management services, and Levart expressly disclaims any and all warranties, whether express, implied or statutory, with respect to Levart and all services provided hereunder by Levart, including without limitation any implied warranty.
2.3 Limitation of Liability.
Levart will not be liable to Client for any indirect, incidental, punitive, or consequential damages or for any loss of profit, revenue, data, business or use arising out of this Agreement. In no event will Levart Cumulative Liability exceed the total amounts paid by Client to Levart during the two (2) months prior to the date of the event giving rise to the initial claim for which damages are recovered.
Any confidential or proprietary information of either party, whether of a technical, business or other nature, including but not limited to trade secrets, know-how, technology, and information relating to guests, business plans, promotional and marketing activities, finances, and other business affairs, including but not limited to the terms of this Agreement and Levart (collectively confidential information) disclosed to the recipient party by the disclosing party will be treated by the recipient party as confidential and proprietary. Unless specifically authorised by the disclosing party, the recipient party will: (a) not disclose such Confidential Information to any third party; and (b) otherwise protect such Confidential Information from unauthorised use and disclosure to the same extent that it protects its own Confidential Information of a similar nature. This section will not apply to any information that; (i) was already known to the recipient party, other than under an obligation of confidentiality, at the time of disclosure by disclosing party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the recipient party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the recipient party in breach of this Agreement; (iv) was disclosed to the recipient party, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others; or (v) was developed independently by the recipient party without any use of Confidential Information.
Client agrees to indemnify, defend and hold harmless Levart, and its officers, directors, employees, representatives and agents, from and against any and all actions, causes of actions, claims, demands, liabilities, losses, judgments, damages or expenses (collectively, Claim or Claims) which Levart may at any time incur, sustain or become subject to by reason of any Claim brought by a third party and: (a) arising out of the Clients breach of any provision, warranty or representation in this Agreement; (b) arising out of the Clients wilful acts or omissions, negligence, or other similar wrongdoing; or (c) arising from Clients failure to comply with any law or regulation. Client will pay all costs, damages and expenses incurred by Levart, including but not limited to, reasonable attorney’s fees and costs awarded against or otherwise incurred by Levart in connection with or arising from any such Claim, provided that Levart promptly notifies Client in writing of any such Claim, and promptly tenders to Client control of the defence and any settlement of such Claim.
2.6 Intellectual Property Rights
Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”).
The rights granted to you and users under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly herein, all rights, title and interest in and to the Service and all hardware, software and other components of or used to provide the Service, including all related intellectual property rights, will remain with and belong exclusively to Levart.
Levart shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from you. Levart and Levart’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Levart (collectively, “Marks”), and you may only use such Marks to identify you as a Subscriber; provided you do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Levart, its services or products.
Neither this Agreement nor the licenses granted hereunder are assignable or transferable by Client without the prior written consent of Levart. The terms of this agreement including pricing may be changed by Levart from time to time and Client may be notified by Levart posting new terms and conditions on Levart website, or by email, or by other written notice. This Agreement will be constructed in accordance with the laws of Western Australia, without reference to its choice of law provisions. The courts located in Perth, Western Australia will be the exclusive venue for any claim or dispute between the parties whether related to this Agreement or otherwise and the parties hereby consent to the personal jurisdiction of those courts. The prevailing party in any dispute under this Agreement will be entitled to its costs and reasonable attorney’s fees. All notices required or permitted to be given under this Agreement will be deemed given (i) three business days after being deposited in the mail, first class, postage prepaid, (ii) upon transmission, if sent by facsimile, (iii) upon delivery, if served personally or sent by any generally recognized overnight carrier, or (iv) upon transmission, if sent by e-mail and later confirmed by one of the preceding means. If any provision of this Agreement shall be judged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
3. Supply of Services
3.1 Levart warrants that it is skilled in database and online service management and will undertake to maintain this expertise.
3.2 Support is provided during normal business hours via email and phone.
4. Supplementary Conditions
4.1 This offer is valid for 7 days from the offer date.