1.0 CONDITIONS OF AGREEMENT
1.1 This agreement constitutes an offer by Newbook International Inc. (“Newbook”, “we”, “us” or “our”) to the buying party named on page 1 of this agreement (“client, “you” or “your”) for the sale of the products and/or services itemised above (“Products” or “Services”). The offer made in this agreement by us is subject to the terms and conditions below. You may accept this offer by signing the agreement in the provided section. By accepting this offer you accept the terms and conditions below.
1.2 The Newbook Investment Plan set out in this offer is for a minimum contract term of 12 months. Your plan will be automatically renewed for a further term of 12 months unless you have contacted Newbook and advised that you would not like to renew at least 30 days prior to the renewal date.
1.3 If you have not accepted this offer within 14 days of the date of this agreement, this agreement will expire and will be null and void. Expiry dates on agreements are set to be able to inform us when the agreement is still active or to be discarded. Once discarded, the agreement will need to be reconsidered or reissued at the discretion of Newbook.
2.0 TERMS AND AMENDMENT PROCEDURE
2.1 These Terms and Conditions are subject to revision at the discretion of Newbook from time to time.
2.2 We may vary these Terms and Conditions, the amount we charge for any service set out in this offer, or the terms of the operation of any Product or Service, at any time by notice on the home page of our website at newbook.cloud . You will be alerted to any changes made, which will be set out in the notice, by way of email sent to your main email address provided at the time of acceptance of this offer.
2.3 Any changes will become effective upon publication of the notice. Where we vary the prices for services, we will give at least 14 days’ notice of the change by the same means and the new prices will apply at the end of that period.
2.4 If you use the service after that publication, your use will constitute an acceptance of the amended terms.
2.5 The Terms and Conditions contained in this offer constitute the entirety of the parties’ agreement and supersede prior agreements.
3.1 Newbook shall provide the Products and/or Services contained in this offer to you, subject to the terms of this offer
3.2 We may perform scheduled and/or unscheduled maintenance on our servers from time to time. We will attempt to perform all scheduled maintenance as close to the scheduled time as possible. If scheduled maintenance requires the service to be offline for more than 60 minutes, we will e-mail you details of the scheduled maintenance at least 24 hours in advance of the maintenance. We will endeavour to inform you by e-mail of unscheduled maintenance in advance.
3.3 In contracting with Newbook for the services, the client obtains no rights to the hardware and/or other infrastructure and facilities owned by Newbook to deliver the service.
3.4 In the absence of any additional written agreement, these terms (as varied from time to time) will apply to any further services you acquire from Newbook International, Inc.
If you have a question, the Newbook support team is only a short phone call away. Your support package offers email, ticket and phone support 24 hrs.
Official support channels include telephone, e-mail [email protected] or internal support requests; all inbound and outbound calls are recorded for training purposes.
3.5 For the DIY Self Support (A) plan does not offer any office support however please note you can upgrade your Support Plan at any time for a minimum of 3 months.
3.6 Unless a paid support license is selected all subscriptions default to DIY support.
Office Support is available for clients between Sunday 3:30pm and Friday 5.00pm (PST) for plans (B),(C) and (D). Clients on these plans are able to contact via telephone, e-mail [email protected] or internal support request, all inbound and outbound calls are recorded for training purposes. We may offer additional opening hours on a seasonal basis however these hours are not guaranteed. For all emergency after hours please refer to your ‘emergency handbook guide’ for instructions and applicable fees.
3.4.1 If a consultant is available and support request valid then we will always attempt to resolve the request when first made. All support requests that cannot be resolved when made will be acknowledged within one hour to confirm the ticket has been lodged and a unique reference number will be issued.
3.4.2 The support desk function is only able to resolve valid support requests. Valid requests are software configuration questions, technical problems, entry-level user support and simple usage questions. Requests such as detailed user training, installation services, back end scripting, design services, consultancy services, third party software or integration support are not considered valid support requests. These additional services are charged separately.
3.4.3 Newbook reserves the right to withhold support if the customer account has not kept up to date with the agreed payment of fees and credit terms.
3.4.4 All software support will only be given to the nominated users in each organisation (usually 2). Each support plan holder must nominate the names of the 2-people requiring software support as we cannot provide support for un-trained users.
3.4.5 The support desk cannot provide detailed installation/setup support as this is purchased as a separate service. All install questions must be referred back to your original setup consultant as the support desk are not usually aware of all the relevant facts.
3.4.6 Support can only be provided for the software purchased from ourselves and not for your network, PCs or other third party software. Where possible we will always try to point you in the right direction in the event of your support issue being caused by other aspects of your IT systems.
3.4.7 Support Plans do not include on-site support. All assistance required on-site is charged separately. Remote Access Support via TeamViewer is available to all customers.
3.4.8 An online knowledge base, wiki and help sheets will be regularly updated and available for customers.
3.4.9 Any enquiries from your guests / customers / suppliers are to be directed to your company and not to any Newbook Support or billing centres, as we are a backend service provider and not client facing.
4.1 You must pay all service time charges, minimum charges and other amounts incurred by you or any designated users or incurred as a result of any use of your user passwords (whether authorised or not) in accordance with the billing option selected quarterly or annually in advance.
4.2 All additional charges incurred by you will be invoiced monthly in arrears, and are payable within 7 days of receiving a tax invoice from us.
4.3 You must pay all amounts billed in accordance with your chosen Newbook package contained in this offer and as varied from time to time. No credit terms are given.
4.4 The first payment is to be made before we enable user access and integration. The billing cycle will commence immediately upon signing this agreement, regardless of whether the system is being used for training, setup or live business use.
4.5 Payments can be made by direct debit or credit card.
4.6 If the client wishes to pay their bill via Direct Debit or Credit Card, please see the Registration Pack. Upon registration of a direct debit or credit card account, you give us authorisation to charge your bank account or credit card for all charges.
4.7 Payment for all billing cycles is always due upfront / in advance, and must be received by Newbook by the payment due date to avoid interruption to service. The payment due date is always the last day of your previous billing period. It is your responsibility to ensure the payment due date is met. If the payment due date is not met, the service may be suspended without advance notice.
4.8 Accounts being paid by credit card will be charged 7 days prior to the commencement of the next billing period (or closest business day thereto).
4.9 Newbook reserves the right to pass on any debt collection costs and also charge interest at a rate of 13% p.a for any outstanding amounts owing outside of the agreed payment terms.
5.1 All prices in this agreement are exclusive of applicable taxes (such as Sales Tax VAT) unless specifically noted otherwise. Payments made by credit card shall incur a credit card fee applicable to that card’s vendor, which may change from time to time at that vendor’s discretion.
5.2 The prices contained in this offer or any subsequent quotation may have varied upon agreement between Newbook and you in writing. Newbook reserves the right to alter any Product and/or Service and/or price in this offer or any subsequent quotation, provided such offer or quotation has not been agreed to by you, including CPI increase.
5.3 Any sales tax, use tax or any other tax (if any) imposed by any governmental authority on the transactions between Newbook and client shall be paid by the client in addition to the price quoted or invoiced.
6.2 Clients are to keep their Newbook investment confidential at all times and are not to disclose the monthly investment fee with other business’s or competitors. If disclosed to other business’s / competitors contract can be terminated.
6.3 Newbook may conduct credit checks against the individual person signing this agreement, as well as the business/trust/company/entity and any directors/trustees/partners of the entity(/s) entering into this agreement with Newbook.
6.4 Newbook reserves the right to decline service and cancel this agreement with any individual/entity showing an adverse credit rating.
7.0 TERMINATION TERMS
7.1 You have the right to terminate this agreement at any time after providing at least 3 months written notice. However, should you wish to terminate before the contract term set out herein has expired, you will forfeit any payments that have been made to Newbook and you will be liable to pay all amounts payable to Newbook under the terms of this agreement until the expiration of your contract period.
7.2 Any promotional discounts related to the on-boarding costs i.e. Setup, Training, Migration, will be payable to the original amount if client terminates this agreement prior to the expiration.
7.3 If you have a multi-property pricing arrangement and wish to terminate an individual property, the agreement prices for the remaining properties will be void and new prices will be provided by Newbook in its absolute discretion (including increase of prices).
7.4 Newbook is not responsible for the performance of third party integrations. Integrations may be discontinued and it does not allow for early termination of your Newbook contract.
8.0 WARRANTIES AND LIABILITIES
8.1 We do not warrant that:
8.1.1 The services provided under this agreement will be uninterrupted or error free;
8.1.2 The services will meet your requirements, other than as expressly set out in this agreement; or
8.1.3 The services will be free from external intruders (hackers) or other persons having unauthorised access to the services or systems of Newbook.
8.1.4 The services provided are compliant with any local, state or federal government requirements including but not limited to tax, invoicing, accounting or trust accounting. It is the customer’s responsibility to ensure that they comply with local, state or federal government requirements.
8.2 Except as expressly provided to the contrary in this agreement, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this agreement, are excluded. Where any statute implies any term into this agreement and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this agreement. However, our liability for any breach of the term will, if permitted by that statute, be limited, at our option, to the re-supply of the services again or payment of the cost of having the services supplied again.
8.3 Newbook will not be liable to the client for:
8.3.1 Any loss or damage in respect of the provision of its services or any costs, claims, loss or damage of any kind resulting from the fraudulent, negligent or otherwise unlawful behaviour of the client or any other third party;
8.3.2 Any costs, claims, loss or damage arising from any information, data or other material provided to Newbook by or on behalf of any person; or
8.3.3 Any loss or damage suffered as a result of any issue as set out in clause 9.1 above.
8.4 You warrant that:
8.4.1 At the time of entering into this agreement, you are not relying on any representation made by us which has not been stated expressly in this agreement, or on any descriptions or specifications contained in any other document, including any catalogues or advertising material which we have produced;
8.4.2 You will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by you or downloaded by you through the Newbook service does not contain any computer virus and will not, in any way, corrupt the data or systems of any person;
8.4.3 You will incur any costs related to software, hardware, servicing, personal time or any other expense relating to your ability to access the service; and
8.4.4 You will keep secure and keep confidential any passwords used to access the service.
9.5 You accept responsibility for all information and material you or any third party transfers over any service, and indemnify us and hold us harmless against any liability in relation thereto. In particular, you undertake that you shall not publish or issue any information that is illegal or defamatory. You also acknowledge that we do not check or approve any information or material available through the service and that we do not accept any liability for the information accessed or deposited through the service or for any traffic traversing the network. To the full extent permitted by law, you access and use such information and material at your own risk.
8.6 You are solely responsible for dealing with third parties who access the service, and must not refer complaints or inquiries from third parties to us.
8.7 We are not liable to you or any other person for:
8.7.1 Any cost, loss or liability (including loss of profit or other consequential damage) arising from our supply or failure or delay in supplying the service;
8.7.2 The content, context or confidentiality of any communications made using the service; or
8.7.3 Any inconvenience, losses, damages, costs incurred or any other issues relating to or caused by third party software/systems which are integrated for use with Newbook, including but not limited to channel managers, customer databases, payment gateways, security systems, PABX and point of sale systems.
8.8 Newbook has the final decision making ability as to which third parties the service will integrate with. Newbook will provide technical support at its sole discretion and may discontinue support for a third party integration in the future. A minimum 30 days’ notice will be provided by Newbook to you before the cancellation of a third party integration unless agreed in writing with you.
8.9 Newbook does not provide a bookkeeping service and will not provide support for balancing or reconciling third-party payment gateways, accounting systems or trust accounting systems. All queries must be directed to the respective third-party provider and any technical issues dealt with between the third-party provider and Newbook at our discretion.
8.10 You agree that you will protect, indemnify, save and hold Newbook harmless from any and all stipulations, claims, actions, arrears, losses, expenses (including legal fees) and assertions claimed against Newbook that may arise or result from any service provided or executed, or agreed to be executed, or any product or service sold by Newbook on your behalf.
8.11 This Agreement shall be governed by, interpreted and enforced in accordance with the laws of Delaware, United States of America. Any action relating to this Agreement must be brought in the courts located in Delaware, United States of Amerca.
9.0 INTELLECTUAL PROPERTY
9.1 Subject to the provisions of this Agreement, each party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any development or change to Newbook’s software/systems as a result of feedback, recommendation or input from you, regardless of whether payment was or was not received by Newbook, will remain the sole Intellectual Property of Newbook.
10.1 Each party acknowledges that it may have access to or obtain Confidential Information of the other party and/or its customers. Each party shall keep in strict confidence and not use or disclose any Confidential Information except for the purpose of performing or enabling its agents, employees and/or contractors to create and operate the services provided by this agreement, or as may be required by law.