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PRICE AND PAYMENT
You agree to pay all fees and charges as set out in the Terms, any procedures referenced herein, and any order form executed by you and Acuvent. If you do not pay the fees or charges when they are due, a finance charge of four per cent plus GST (4%+GST) per annum plus one hundred dollars plus GST ($100+GST) per month, or the maximum rate allowed by law if less, will be payable by you. You are responsible for reporting and paying any applicable taxes.
RESPONSIBILITIES OF PARTIES
You shall be responsible for the adequacy and accuracy of all data that you furnish to your Cvent account and Acuvent.
Even though Cvent maintains redundant servers in relation to the Application Services, you are responsible for the backup of your data used in conjunction with the Services.
Acuvent will assign you one or more user IDs and passwords that will enable you to access the Services. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords.
You shall not reverse engineer, disassemble or decompile the Application Services or cause or permit the reverse engineering, disassembly or decompilation of the Application Services.
The Services are provided “as is” without warranty of any kind, and Acuvent and Cvent disclaim all warranties, either express or implied, including but not limited to, implied warranties of merchantability, correspondence to description, fitness for a particular purpose and noninfringement.
Acuvent and Cvent do not represent or warrant but will make commercially reasonable efforts to ensure that the Services are uninterrupted or error-free, that defects will be corrected, or that the servers used for the Services will be free of viruses or other harmful components.
LIMITATION OF LIABILITY
Our liability to you, your affiliates, customers, registered agents, assignees, registrants or any third party claims for any recoverable losses or damages arising under your Agreement including any order forms shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims):
- for Application Services, the total annual amount paid under your Agreement during its then-current term; and
- for Merchant Service, the total amount paid in the last 12 months from the date of claim (or the date of the first claim where multiple claims are made).
In no event will Acuvent, Cvent or any person or entity involved in the creation, manufacture or distribution of any software, services or other materials provided under this agreement be liable for: (i) any damages caused by your failure or that of your customers, event invitees, employees, agents, affiliates or suppliers to perform their responsibilities; (ii) any claims or demands of third parties or (iii) any lost profits, loss of business, loss of use, loss of data, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if Acuvent or Cvent has been advised of the possibility of such damages. Acuvent or Cvent will not be held responsible, or considered to have failed to meet its obligations under this agreement, if it either delays performance or fails to perform as a result of any cause beyond its reasonable control.
These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.
Either party may terminate this Agreement if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
In the event of non-payment by the Customer, Acuvent may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand.
In the event of non-payment by the Customer, Acuvent reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under your Agreement.
You release and indemnify Acuvent, its owners, employees, contractors and agents from and against any liability or damage however arising in connection with your or your customer’s event(s) and/or the Merchant Service except where such liability or damage arises as a result of Acuvent’s gross negligence. It is necessary for you to maintain appropriate insurances to cover any claim arising from the Application Service and/or Merchant Service.
LAWS AND DISPUTES
The governing law of this contract is to be the substantive law of NSW, Australia.
If you fail to pay fees when due, then you shall also be liable for any additional expenses (including but not limited to fees and accrued interest) Acuvent incurs in collecting such delinquent fees.
PRIVACY & CONFIDENTIALITY
As a part of the services provided, data is recorded and stored. We will treat the data and all information we hold concerning the event(s) as confidential. Unless we have your permission, we will not disclose or share personally identifiable information collected on our website with any third party (except as required by law or pursuant to a governmental request).
Any proposal and anything else, including intellectual property, which we disclose or produce for purposes of providing our services together with anything we submit or give you only for the term of your Agreement remains our property (i.e. title to it remains vested in us). Among other things, it must not be copied and given to third parties.
If you require that Acuvent provide additional services to those referred to in your Agreement, these services will be subject to additional fees amounts appropriate to the additional services provided.
Acuvent may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://www.acvent.com.au where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you. While we may communicate these changes to you (and may also require you to acknowledge acceptance via an online acceptance form), it is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the posting of any changes to these Terms constitutes acceptance of those changes. If any change to these Terms is not acceptable to you, your sole remedy is to cease using the Services.
The following Terms and all procedures referenced herein govern use by you of Cvent’s application software licensed using the Order Form or Acuvent event management software agreement executed by you and Acuvent as Cvent’s reseller.
These Terms are incorporated by reference into each order form executed by the Customer and Acuvent, pursuant to which Acuvent will provide you with non-exclusive access to Cvent’s owned and/or leased computer systems and certain proprietary and licensed software and other information (the “Application Services”) as upgraded from time to time (the “Order Form”). These Terms and the Order Form together comprise a binding written agreement between Customer and Acuvent, effective as of the date of mutual execution of the Order Form by Acuvent and Customer (“your Agreement”).
Acuvent will provide you with non-exclusive access to Cvent’s owned and/or leased computer systems and certain proprietary and licensed software and other information (the “Application Services”) as upgraded from time to time. You may use the Application Services only for purposes of performing your internal business operations or your customers’ business operations outsourced to you. You may not use the Application Services as part of a commercial time-sharing or service-bureau operation or in any other resale capacity.
REGISTRATIONS AND REGISTRANTS
Your Order Form may specify a number of registrants allowed for a given service level and or price. You will be billed for any registrations beyond this number at the rate specified in your Order Form, or the then current rates for overage if none is specified. Except for price, which may differ, you agree that registrations incurred beyond the contracted level will be subject to the same terms.
A Registrant is defined as a person registering via a registration process created within the Cvent system, even if the Registrant was submitted manually through the back end of the system. Guests registered under a Registrant will count as a Registrant for billing purposes. Each registration will count as a Registrant for billing purposes from the point of submission, not from the point of approval or confirmation. If a person cancels, the initial registration still counts as a Registrant for billing purposes.
You agree that the number of Registrants listed under minimum usage fee in your Order Form is the minimum number of Registrants you agree to use and pay for per annum. Should you use less than this minimum number, fees due under the Order Form will not be reduced. Unused registrants will not roll over to another term year.
NO “SPAMMING” OR ILLEGAL CONDUCT
You will not use the Services for illegal activities or junk mail, chain letters, pyramid schemes, “spam” or distribution to any person who has not given specific permission to be included in such a process. If you use the Services for illegal conduct or to spam, we may terminate your access to the Services and seek immediate legal recourse. We may also take any self-help remedies necessary to prevent continued violations, including, but not limited to, deleting the contact information from your address book on behalf of those individuals who lodge complaints with our web-hosting company or us. You are still responsible for full payment of your Agreement even if your access to the Services is terminated for spamming or other illegal conduct.
The Term of this Agreement is given on the top of the Order Form. If the Term spans several years and the Order Form specifies annual fees, then fees are due in each year of the Order Form (“Contract Year”) or as otherwise specified. The Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form. If the Order Form specifies a certain number of events, registrants, emails or other billable instances annually, then this limitation pertains to each Contract Year of the Term, unless otherwise specified. Emails are counted when sent, Registrants when the individual is registered, Contacts when created, and Events when created (not the actual date of the event). Unless otherwise provided in the Order Form; if you continue to use the Application Services beyond the Term, the Order Form will renew for another Term at then-current rates.
If you become dissatisfied with the Application Services because of substantial non-performance, you shall give Acuvent detailed written notice of such dissatisfaction. Acuvent shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If Acuvent fails to cure such substantial non-performance, you may terminate the applicable Order Form and Acuvent will refund your “Total Annual Fees” on a monthly pro-rata basis starting as of the end of the thirty (30) day cure period, unless calculation of actual usage would lead to a lower refund amount, in which case that calculation will be used.
The following Terms and all procedures referenced herein govern use by you of Acuvent’s optional online credit card merchant service (“Merchant Service”).
By accepting online credit card payments in the Cvent event management software using Acuvent’s merchant service, you agree to comply with and to be bound by the Terms and procedures referenced in this document.
If you do not understand or agree with these Terms, please do not use the Merchant Service.
DESCRIPTION OF THE MERCHANT SERVICE
Acuvent will provide you access to its credit card merchant service so that you can offer those registering for your event/s (“Registrants”) the option of paying their event registration fees by credit card via Cvent’s event management software. Acuvent will collect these fees (hereinafter “event registration fees” or “funds”) on your behalf, and then remit these funds – less all applicable services fees and charges – to you following the conclusion* of the event in accordance with the funds remittance procedure.
You may use the Merchant Service solely for purposes of running your events or your customers’ event management operations outsourced to you. The Merchant Service made available for use solely via Cvent’s event management software (and your use of Cvent’s event management software as a current Cvent customer). The Merchant Service accepts Visa, MasterCard and American Express credit cards only.
REMITTANCE OF FUNDS COLLECTED
1. Funds Remittance Procedure
Acuvent will remit net funds to you upon your written request only and following the conclusion* of the applicable event in accordance with the Funds Remittance Procedure (provided upon application to use the Merchant Service).
You agree that all event registration fees for a given event are earned by you only following conclusion of the applicable event and all event registration fees ultimately remitted by us to you will be net of all service fees, refunds and disputed charges and chargebacks, whether due to registrant/customer complaints, allegations of fraud, discrepancies related to the applicable event or otherwise.
Acuvent, in its sole discretion, may place a reserve on funds that would otherwise be remitted to you when we believe there may be a high level of risk associated with your event/s. A “reserve” means a percentage of your funds that we may hold in order to protect against the risk of reversals, chargebacks, registrant complaints, allegations of fraud, other discrepancies or any other liability related to your event/s and/or use of the Merchant Service. If you are subject to a reserve, we will provide you with notice specifying the terms of the reserve including the percentage (or amount) and duration of the reserve, and any reserved funds will be shown as “reserved” on the remittance advice issued to you in accordance with the Funds Remittance Procedure.
Acuvent reserves the right at its sole discretion to withhold any outstanding fees payable to Acuvent for any Services provided under any Agreement between Acuvent and the Customer which are outstanding for any duration of time when funds are remitted, and apply such withholding to the Customer’s balance due to Acuvent. Acuvent shall in good faith attempt to notify the Customer in advance of any such withholding.
2. *Advancing funds to you prior to event conclusion (“Interim Remittances”)
Acuvent, in its sole discretion, may determine to advance a portion of the funds to you prior to the conclusion of the event to which the funds relate, on such terms and conditions that we may agree with you.
You agree that any and all Interim Remittances are merely advances of amounts that may become due to you under these Terms and that Acuvent may demand such advances back (from time to time at its sole discretion), and you shall thereupon promptly (and in any case within five (5) business days after such demand) remit back to Acuvent such advances or any portion therefore demanded by us.
With respect to events where we have provided you an interim disbursement/s, if you or your customer cancels such an event, or if you permit partial or complete refunds, you must ensure that we are holding sufficient funds on your behalf so that sufficient funds are available to be returned to registrants. If you fail to comply with this requirement we may – at our sole discretion – immediately and without notice terminate the Merchant Service and you shall thereupon promptly (and in any case within five (5) business days after such demand) remit back to Acuvent all funds remitted to you.
If event registration fees have already been remitted to you by us for a cancelled event, you will immediately refund to us all such payments upon cancellation of such event.
MERCHANT SERVICE CURRENCY & TAXES
The Merchant Service is provided in the Australian Dollar currency only. That is, all event registration fees are collected in Australian dollars, and all fees and charges are payable in Australian dollars.
You are responsible for reporting and paying any applicable taxes, such as the Goods & Services Tax (GST) revenue that may be included in event registration fees collected through this service.
MERCHANT SERVICE FEES & CHARGES
All Merchant Service fees and charges become due when incurred and are deducted from the funds collected prior to remittance to you. If the total of such fees and charges exceeds the net value of funds collected by us then you agree to immediately reimburse us the total of those fees and charges that are in excess of the net funds.
You agree to pay all fees and charges as set out in the Terms and all procedures referenced herein. If you do not pay the fees or charges when they are due, a finance charge of four per cent plus GST (4%+GST) per annum plus one hundred dollars plus GST ($100+GST) per month, or the maximum rate allowed by law if less, will be payable by you.
The Merchant Service is subject to the following fees:
1. Credit Card Merchant Service Fee
Non-refundable fees of 2.3% plus GST for Visa & MasterCard credit cards and 3.4% plus GST for the American Express credit card will be applied to the value of all funds collected by this Merchant Service.
2. Remittance Processing Fee
Each event includes one complimentary remittance, unless the remittance constitutes funds from a total of less than 20 registrants, in which case Acuvent reserves the right to charge you a remittance processing fee of $25+GST.
In the event that we agree to provide interim remittances for your event/s the following variations apply:
- Up to 3 complimentary funds remittances are provided for events with 50 or more registrants; and
- One complimentary remittance is included for events with less than 50 registrants.
You may request additional remittances for a fee of $25+GST per request.
3. Chargeback Enquiry Handling Fee
Should we receive a higher than typical number of such chargeback enquiries (where a registrant contacts their bank or card company challenging the event registration fee/charge on their credit card statement) on an ongoing basis (as defined by us at our sole discretion), we reserve the right to charge you a fee of $25+GST for each chargeback enquiry we receive.
4. Credit Rating Assessment Fee
We may at any time including upon your application to use this Merchant Service, carry out a credit rating check so that we may be satisfied of your ability to meet your obligations under these Terms. Such a check will only be conducted with your written consent and if you do not provide such consent then we may decline or terminate provision of the Merchant Service to you. Where such a check is conducted we will charge you a fee of $200+GST.
CANCELLATIONS AND REFUNDS
It is your responsibility to communicate the event’s refund policy to event registrants and to issue refunds to registrants via Cvent or otherwise. You shall ensure that your refund policy is consistent with these Terms. If an event registrant desires to request a refund, they must request the refund from you as the event organiser.
All communications or disputes regarding refunds are between you and the registrant, and we will not be responsible or liable in any way for refunds, errors in issuing refunds, or lack of refunds in connection with the Merchant Service.
Notwithstanding the foregoing, you acknowledge and agree that Acuvent shall have the right to force a refund of any or all event registrations at any time for any reason or no reason, including without limitation if Acuvent determines in its sole discretion it has received complaints from a substantial number of registrants with respect to the applicable event or another event held by you, or Acuvent determines in its sole discretion that you have engaged in any fraudulent activity or made any misrepresentations. Further, if one or more registrant(s) request a refund, whether due to a cancelled event or for any other reason where Acuvent would reasonably expect to lose a chargeback, Acuvent may in its sole discretion issue such refund to such registrant(s), and you shall then owe the amount of such refund to Acuvent.
CHARGEBACKS (BANK/CREDIT CARD COMPANY FUNDS REVERSALS)
Credit card providers and/or Banks acting as their agents will require you to satisfy them that services or facilities (your events for example) were actually provided to registrants and while you must accept that responsibility, it remains the case that registrants and/or the credit cardholders might demand a reversal of a credit card charge (“chargeback”) for a variety of reasons including dissatisfaction with your service, confusion over events attended, not associating their credit card statement entry with your event, and fraudulent use of a credit card.
Acuvent at its sole discretion may offer assistance in determining whether such demands are reasonable, including the provision on your behalf of documentation (such as a copy of the invoice relating to the registration for your event) as requested by the Bank and/or Credit Card company representing the registrant and/or cardholder demanding the reversal. When a chargeback is actioned, the funds to be reversed are withdrawn directly from our bank account without notice.
Where we provide you written notice of a chargeback, you agree to promptly (and in any case within ten (10) business days after us notifying you the chargeback has been actioned) reimburse us the value of the chargeback plus any associated fees charged by us, plus any associated fees charged to us by the bank or Credit card provider. Where you fail to remit back to Acuvent the funds plus any associated fees, we reserve the right to deduct them from funds outstanding to you, or to suspend or terminate your use of the Merchant Service.
All communications and disputes regarding chargebacks and refunds are between you and the registrant, and we will not be responsible or liable in any way for chargebacks in connection with a registrant’s use of the Merchant Service and you hereby agree to fully indemnify Acuvent for chargebacks issued in the course of the provision of the Merchant Service.
TERM AND TERMINATION
The Term of this agreement for the Merchant Service is that of the term of the Order Form or your Cvent event management software agreement executed by you and Cvent Inc. (or by you and Acuvent as Cvent’s reseller).
- At any time you may choose to terminate use of the Merchant Service by providing us at least 7 days written notice (for example you may elect to connect your credit card merchant account to your Cvent account); or
- At any time and at our sole discretion, we may terminate your right to use the Merchant Service for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due to Acuvent, or if Acuvent believes that you have violated or acted inconsistently with the letter or spirit of these Terms. We will serve you written notice of such termination including the date at which the service will cease (which may be immediately upon issuance of such notice). You agree that any termination of your right to use the Merchant Service may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete the ability to collect event registration fees using this Merchant Service and/or bar any further access to such files or the Merchant Service. Further, you agree that Acuvent shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Merchant Service; or
- The Merchant Service shall be automatically terminated without notice upon expiry of the term of the Order Form or Cvent event management software agreement executed by you and Cvent Inc. (or by you and Acuvent as Cvent’s reseller).
Within 30 days following the date of termination, Acuvent will remit to you any funds received prior to the date of termination pursuant to the funds remittance terms of this agreement and in accordance with the procedures referenced herein. We reserve the right to deduct from such outstanding funds some or all fees and charges due to Acuvent and/or Cvent under the terms of your agreement, except where you dispute any or all such outstanding fees and charges in which case we reserve the right to withhold the some or all of such outstanding fees pending the outcome of the dispute resolved in accordance with your agreement (funds withheld by us shall be used to settle outstanding fees and charges to the extent of resolution being in favour of Acuvent and/or Cvent, and/or remitted to you to the extent of resolution being in your favour).
All provisions of these Terms that by their nature should survive termination of your right to use the Merchant Service shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licences).
FRAUDULENT ACTIVITY: YOUR RESPONSIBILITIES