Foxtrot CKS2 & Foxtrot NDIS — Terms of Use
Welcome to Foxtrot CKS2, an online customer knowledge system for managing any client or membership-focused organisation. Foxtrot is suitable for organisations of any size and is particularly suited to micro, small and medium sized enterprises including not-for-profits, associations, societies, sports clubs, community groups, hobby groups, industry groups, government agencies, charities, alumni and small and medium service-oriented businesses.
These Terms of Use are intended to explain, in plain English, our obligations as a service provider and your obligations as a customer of Stepsoft. The Terms are binding and apply from the moment you sign up to use Foxtrot, including demonstration and trial versions you may have been given access to prior to going live with the system. They may change from time to time. Please contact Stepsoft at any time should you have any questions about the terms of use of the Foxtrot CKS2 system.
By signing up to use Foxtrot you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using Foxtrot. You are deemed to have agreed to these Terms on behalf of any entity for whom you use Foxtrot.
| "Agreement" | means these Terms of Use. |
| "Access Fee" | means the monthly fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the Website (which Stepsoft may change from time to time on notice to you), or the monthly fee in accordance with a quote approved by you in the case where a custom configuration has been created for you. |
| "Confidential Information" | includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including Foxtrot, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party. |
| "Data" | means any data entered by you or with your authority into Foxtrot. |
| "Intellectual Property Right" | means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. |
| "Foxtrot", "Foxtrot CKS2" | means the online system, any or all of its components and in any configuration made available for you to use under the Terms of this agreement. Foxtrot is an evolving system and may change in subtle or significant ways with each new release. |
| "Website" | means the Internet site at the domain www.stepsoft.com or any other site operated by Stepsoft. |
| "Stepsoft" | means Stepsoft Pty Limited, a private and independent software development company registered in Australia with its principal place of business in Canberra, Australia. |
| "User" or "Foxtrot User" | means any person or entity that uses Foxtrot either frequently or from time to time. Different users have differing levels of access depending on their assigned role. |
| "Subscriber" | means any person or organisation who registers to use Foxtrot, and, where the context permits, includes any entity on whose behalf that person or organisation registers to use Foxtrot. |
| "You" | means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning. |
Stepsoft grants you the right to access and use Foxtrot via the Website with the particular user roles available to you according to an approved quote or other written agreement or plan that has been agreed to and entered into. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
You may use Foxtrot in accordance with the following general conditions:
You agree to pay all Stepsoft invoices within 14 days (10 business days) of receipt. Payments are to be made via direct credit to the nominated Stepsoft bank account or, where available, by PayPal or credit card online. Stepsoft invoices will be issued electronically by email on the first day of the month, quarter or year in advance, depending on the pricing plan you have signed up for.
You must only use Foxtrot for your own lawful purposes, in accordance with these Terms and any notice sent by Stepsoft or condition posted on the Stepsoft Website.
You must ensure that all usernames and passwords required to access Foxtrot are kept secure and confidential. You must immediately notify Stepsoft of any unauthorised use of your passwords or any other breach of security. As a condition of these Terms, when accessing and using Foxtrot, you must not:
Use of Foxtrot may be subject to limitations including monthly transaction volumes, data volumes and customer record limits, in accordance with the pricing plan you have signed up for or an approved quote.
If you use any communication and messaging features available through Foxtrot, you agree only to use such tools for lawful and legitimate purposes. You must not post or disseminate any material unrelated to the normal activities of your organisation, including unsolicited commercial email, offensive content, or material in violation of any law.
You indemnify Stepsoft against all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation you may have to Stepsoft, including any costs relating to the recovery of any Access Fees that are due but have not been paid by you.
Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. Each party's obligations under this clause survive termination of these Terms.
Stepsoft maintains a Privacy Policy that sets out the parties' obligations in respect of personal information stored within Foxtrot. You will be taken to have accepted that policy when you sign up or register to use Foxtrot.
Title to, and all Intellectual Property Rights in, Foxtrot and any other services provided via the Foxtrot or Stepsoft websites and any documentation relating to Foxtrot remain the property of Stepsoft (or its licensors).
Title to, and all Intellectual Property Rights in, the Data remains your property. However, your access to the Data is contingent on full payment of the Foxtrot Access Fee when due. You grant Stepsoft a licence to use, copy, transmit, store, and back up your information and Data for the purposes of enabling you to access and use Foxtrot and for any other purpose related to provision of services to you. Should the agreement be terminated for whatever reason, your data will be provided to you in the format specified under these Terms.
Stepsoft adheres to best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will never be any loss of Data. Stepsoft recommends that you maintain copies of all Data inputted into Foxtrot and undertake regular exports to provide your own local backup copies. Stepsoft expressly excludes liability for any loss of Data no matter how caused.
If you enable or use third-party applications in conjunction with Foxtrot, you acknowledge that Stepsoft may allow the providers of those applications to access your Data as required for interoperation. Stepsoft shall not be responsible for any disclosure, modification or deletion of your Data resulting from such access by third-party application providers.
You warrant that where you have registered to use Foxtrot on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms.
Stepsoft gives no warranty about Foxtrot. Without limiting the foregoing, Stepsoft does not warrant that Foxtrot will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability, fitness for purpose, title and non-infringement.
You warrant and represent that you are acquiring the right to access and use Foxtrot for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers does not apply to the supply of Foxtrot or these Terms.
When you first sign up for access to Foxtrot you can evaluate it under the defined trial usage conditions, with no obligation to continue. If you choose to continue using Foxtrot thereafter, you will be billed from the first day after the end of the trial period, or on the first day of the next month following the end of the trial period, at Stepsoft's discretion.
Stepsoft will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration, provided you continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period.
If you breach any of these Terms (including by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of it (if capable of being remedied), or if you or your business become insolvent, Stepsoft may, at its sole discretion: terminate this Agreement; suspend your use of Foxtrot; or suspend or terminate access to all or any Data.
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination you will remain liable for any accrued charges and must immediately cease to use Foxtrot and the Website.
In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Stepsoft. If you still need technical help, please check the support provided online by Stepsoft or email us at helpdesk@stepsoft.com.au.
Whilst Stepsoft intends that Foxtrot be available 24 hours a day, seven days a week, it is possible that on occasions Foxtrot may be unavailable to permit maintenance or other development activity to take place. If Stepsoft has to interrupt Foxtrot for longer periods than normally expected, Stepsoft will use reasonable endeavours to publish details of such activity in advance by notice on the Foxtrot website or by direct email to Foxtrot users.
These Terms, together with the Stepsoft Privacy Policy and the terms of any other notices or instructions given to you under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings, and constitute the entire agreement between you and Stepsoft relating to Foxtrot and the other matters dealt with in these Terms.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without Stepsoft's prior written consent.
If the information or Data you are accessing using Foxtrot is solely that of a person who is a tax resident in Australia at the time that you accept these Terms, then Australian law governs this Agreement and you submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of England and Wales.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Stepsoft must be sent to md@stepsoft.com.au. Notices to you will be sent to the email address which you provided when setting up your access to Foxtrot.
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.