Terms of Service

This agreement is between Huddle Talent Pty Ltd ("You") and Michael Kingston (ABN 11835826827), an Australian sole trader, trading as Seby ("Seby" / "We"). By signing below You agree to the following terms.

1. Introduction

1. Terms. These terms of service are intended to explain our obligations as a service provider, and your obligations as a paying customer. Please read them carefully. They form the basis of the provision of the Services to You and are 'Software-as-a-Service (SaaS) Agreement' between Seby and You. You expressly agree, as does Seby, that these Terms are legally binding. These Terms are binding on any use of the Website, Application and Services and apply to You from the time that Seby provides You with access to the Services. The Services may evolve over time. These Terms will govern Your initial purchase as well as any future purchases, upgrades, or changes to your subscription made by You.
2. Authority. By registering to use the Services You acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person or legal entity for whom You are using the Services. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services. If You do not agree to this You must not use the Services.

2. Definitions

1. "Application". means the software and SaaS operated by Seby and accessible by You to access the Services.
2. "Confidential Information". includes all information exchanged between the Seby and You, whether in writing, electronically or orally, including the Services but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party to these Terms.
3. "Data". means any data inputted or uploaded by You or with Your authority into the Website or Application.
4. "Intellectual Property Right". means any patent, trade 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.
5. "Services". means the cloud based analytical software that provides businesses with insights, recommendations and condensed information made available (as may be changed or updated from time to time by Seby) via the Website and/or Application.
6. "Seby". means the business name under which Michael Kingston (ABN 11835826827), an Australian sole trader, grants You the right to use the Service and to which You pay the Subscription Fee. References to "Seby" in these Terms include Michael Kingston in his capacity as proprietor of the business.
7. "Subscriber". means the person who registers to use the Services, and, where the context permits, includes any entity on whose behalf that person registers to use the Services.
8. "Subscription Fee". means the fee (excluding any taxes and duties) payable by You for each Subscription License in accordance with the fee schedule set out on the Website or Application (which Seby may change from time to time on notice to You).
9. "Subscription License". means a license required by each User to access the Services.
10. "Subscription Period". means the period of time wherein the Subscription Licenses are in effect.
11. "Terms". means these terms of service.
12. "User". means any person or entity, including the Subscriber, that uses the Services with the authorisation of the Subscriber from time to time.
13. "Website". means the Internet sites at the domain, or subdomains, at seby.com.au or any other website operated by Seby.
14. "You". means the Subscriber, and where the context permits, a User. "Your" has a corresponding meaning.

3. Changes to Terms or Services

1. Changes. It is likely these Terms will change over time and that the Services will evolve overtime based on technology advancements, user feedback and our enhancements. Seby reserves the right to change these Terms at any time, effective upon the posting of modified terms the communication of these changes to You via email or notification via the Website or Application. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website or Application.
2. Non-Acceptance. If You object to any changes, You may terminate the Subscription Period and receive as its sole remedy a refund of any Subscription Fees pre-paid for use of the Services for the terminated portion of the Subscription Period.

4. Use of the Services

1. Subscriber. To access or use the Services, You must become a Subscriber by registering for an account and providing a full legal name, a valid email address, and any other information required to complete the registration process.
2. SaaS Licence. Seby grants You the right to access and use the Services via the Website or Application with the particular services and user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited revocable licence subject to these Terms.
3. Subscriber Use. You acknowledge and agree that, subject to any applicable laws:
   • the Subscriber determines who is a User and what level of user role access to the relevant organisation and Service that User has;
   • the Subscriber is responsible for all Users' use of the Service;
   • the Subscriber controls each User's level of access to the relevant organisation and the Services at all times and can revoke or change a User's access, or level of access, at any time and for any reason;
   • if there is any dispute between a Subscriber and a User regarding access to any organisation or the Services, the Subscriber shall decide what access or level of access to the relevant Data or the Services that User shall have, if any.
4. Usage Limitations. Depending on which instance of the Services You are accessing Your use of the Services may be subject to limitations, including but not limited to monthly transaction volumes, data storage, feature sets.

5. Payment Terms

1. Payment obligations. Unless you are accessing a free trial then you will be billed for all Subscription Licenses at the beginning of each Subscription Period. Subscription Periods will automatically renew until these Terms are terminated in accordance with clause 11. Any Subscription Licenses added during a Subscription Period will be billed when added at a pro-rata rate for the remainder of the Subscription Period. You can reassign Users between available Subscription Licenses within a Subscription Period. It is Your responsibility to remove unwanted Subscription Licenses prior to the renewal of each Subscription Period. No credit will be provided for inactive, unassigned, or unused Subscription Licenses.
2. Payment Terms. Seby invoices will be available to You by email or download from the Website or through the Application. You must pay or arrange payment of all amounts specified in any invoice by the due date on the invoice. If you have setup automatic billing arrangements with Seby, then Seby will deduct the payment automatically under the terms of those arrangements.
3. Taxes. You are responsible for payment of all taxes and duties in addition to the Subscription Fee. Depending on Your jurisdiction and circumstances You may be required to pay taxes, mandated surcharges, use, excise, value-added, or other similar taxes, levies or duties due on the transactions. Seby will include these on Your invoice as applicable.
4. Failure to Pay. If payment of any invoice for Subscription Fees due is not made in full by the relevant due date, Seby will notify You by email of the overdue payment.
   • If full payment is not received within fourteen (14) days of that notice, Seby may immediately suspend Your access to the Services, the Application, the Website and all Data. Seby will use reasonable efforts to give You at least five (5) business days' written notice before any such suspension.
   • During any suspension, You remain liable for all Subscription Fees and other amounts due under these Terms.
   • If full payment of all outstanding amounts is not received within thirty (30) days after suspension, Seby may terminate these Terms in accordance with clause 11.
   • Upon receipt of all outstanding amounts, Seby will restore access to the Services within five (5) business days, provided these Terms have not been terminated.
   • A late payment penalty of 10% of the overdue amount will be applied to each overdue invoice if payment is not received by the end of the fourteen (14) day notice period. This penalty is payable in addition to the outstanding Subscription Fees.
5. Contact Details. You are responsible for maintaining your billing contact details in the subscription settings of the Services. Seby will not be penalised or held responsible for sending communications to contacts details that are not correctly maintained by You.

6. Your Obligations

1. General obligations. You must only use the Services, Application and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Seby or terms and conditions placed on the Application or Website. You may not use the Services to gain competitive or proprietary information about Seby or the Services.
2. Access conditions. You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify Seby of any unauthorised use of Your passwords or any other breach of security and You must take all other actions that Seby reasonably deems necessary to maintain or enhance the security of Seby's systems and networks and Your access to the Services.
3. Data Obligations. You are responsible to ensure that You comply with all relevant data, information and privacy laws that regulate the Data and other information that You deliver, feed to or place on the Services, Website or Application.
4. Indemnity. You agree to indemnify and hold harmless Seby against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Your use of Services.

7. Confidentiality and Privacy

1. Confidentiality. 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, without the prior written consent of the other, 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.
2. Survival of Clause. Each party's obligations under this clause will survive termination of these Terms.
3. Privacy. Seby takes its obligations relating to the use and handling of personal data seriously and adheres to its compliant Privacy Policy as displayed on the Website and in the Application. The Privacy Policy forms part of these Terms and You will be taken to have read, understood and accepted the Privacy Policy at the same time as Your acceptance of these Terms.

8. Intellectual Property

1. General. Title to, and all Intellectual Property Rights in, the Services, the Application and the Website and any documentation relating to the Services remain the property of Seby (or its licensors).
2. Ownership of Data. Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Subscription Fee when due. You grant Seby a license to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.

9. Warranties and Acknowledgments

1. No Warranties. Seby gives no warranty about the Services. Without limiting the foregoing, Seby does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose, the results that may be obtained from use of the Services, or that the Services will be uninterrupted or error free. The Services are provided "as is". All implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement. Seby makes all reasonable efforts to ensure its Services will be delivered in a professional and workmanlike manner.

10. Limitation of Liability

To the maximum extent permitted by law, Seby excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services, Application or Website. If You suffer loss or damage as a result of Seby's negligence or failure to comply with these Terms, any claim by You against Seby arising from Seby's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by You in the previous 12 months. If You are not satisfied with the Services, Your sole and exclusive remedy is to terminate these Terms in accordance with clause 11.

11. Termination

1. No-fault Termination. These Terms will continue for the period covered by the Subscription Fee paid or payable. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Subscription Fee when due, unless either party terminates these Terms. If terminated by Seby, then Seby will give you at least 30 days' notice via email before the end of the relevant payment period.
2. Breach. If You breach any of these Terms (including, without limitation, by non-payment of any Subscription Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied, or if such breach of the Terms is not capable of being remedied, then Seby may take any or all of the following actions, at its sole discretion: terminate these Terms; suspend Your use of the Services; suspend or terminate access to all or any Data.

12. Hosting

Seby hosts the Services on Google Cloud Platform (GCP) global regions determined by your data sovereignty requirements.

13. General

1. Entire Agreement. These Terms, together with the Privacy Policy and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You relating to the Services and the other matters dealt with in these Terms.
2. Publicity. Seby may identify You, by name and by logo, as a customer of the Services on its Website and other marketing materials.
3. Governing Law and Jurisdiction. These Terms are governed by the laws of New South Wales, Australia. Both parties submit to the exclusive jurisdiction of the courts of New South Wales for all disputes arising out of or in connection with these Terms.
4. Severability. If any part of these Terms is invalid, unenforceable or in conflict with the law, that part is replaced with a provision which, as far as possible, accomplishes the original purpose. The remainder of these Terms will be binding on the parties.
5. Notices. Any notice given under these Terms by either party must be in writing by email and will be deemed to have been given on transmission. Notices to Seby must be sent to [email protected]. Notices to You will be sent to the email address above.