Policies
Terms of service
1. TERMS OF SERVICE AGREEMENT
1. THIS TERM OF SERVICE
Synergy Alliance Solutions Australia Pty Ltd (ABN 11 665 335 663) (“Company”) is the authorised
distributor for BIG POS, a point-of-sale system. The Company is authorised to grant the license to its
customer and end user in Australia.
This Term of Service (“Agreement”) is a legal bind agreement made between you, as the Merchant and
the user of BIG POS, whether personally or a legal entity (“You”, “Merchant” or “User”) and us, the
Company and our affiliated companies (collectively known as “Company”, Us or Synergy), for the
Merchant use of BIG POS which shall include the relevant website and other media form, media
channel, mobile website or mobile application related, linked, or otherwise connected thereto.
You shall read, understood, and agree to be bound by all of the terms of this Agreement before
installing, downloading and/ or using BIG POS. If You do not agree with all or any part of this
Agreement and/or You are not able to be bound by this Agreement for any reason whatsoever, you may
inform the Company to further negotiate on the terms, if You and the Company are not able to reach a
mutual agreement, you are expressly prohibited from downloading, installing and using BIG POS and
You must discontinue use and uninstall BIG POS immediately.
This Agreement shall include this Term of Service, the Quotation, Sales Order Form or any
supplemented thereto. The Company reserved the Company’s rights to at any time or from time to
time, update, amend, modify, delete and/or insert any terms into this Agreement at the Company sole
discretion. You are advised from time to time to read and understand this Agreement prior to any
renewal. You will be subject to, and will be deemed to have been made aware of and to have accepted,
the changes in any revised terms under this Agreement by Your renewal of the license to use BIG POS
after the date such revised Agreement are published.
2. LICENSE TO USE
The Company shall retain ownership of all rights (including without limitation all intellectual property
rights), title to and interest of BIG POS, information in BIG POS, services and any products contained
in BIG POS whether in its original form or as modified. You are granted a non-exclusive limited
license to use BIG POS ((limited to installation on 1 Hardware (as defined herein)), information and
services therein for purposes as may be agreed by the Company from time to time (“License”). This
License shall not amount to a transfer of title and/or ownership of BIG POS. You shall not without first
obtained our written consent:
i. assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent,
lease, sublicense, or otherwise transfer your rights to BIG POS to any other party;
ii. modify or copy BIG POS in any way;
iii. use BIG POS for any public display (commercial or non-commercial);
iv. decompile, reverse engineer, reverse assemble or reverse compile or cause any third party to
reverse decompile, reverse engineer, reverse assemble or reverse compile BIG POS therein for
any reason whatsoever;
v. remove any copyright, trademark, or other proprietary notations from BIG POS;
vi. engage in any other conduct that violates the copyright, applicable laws in Malaysia pertaining
and in relation to intellectual property; and/or
vii. use BIG POS in any way and/or purposes other than the purposes the permitted by the
Company.
In the event you have breached any of the above or any terms herein contained, whether by act or
omission, the License is immediately revoke and the Company have the right to immediately with or
without notice suspend or terminate Your License and terminate Your account and refuse any and all
current or future use of BIG POS (or any part thereof) without prejudice the rights of the Company to
claim any damages from You.
3. PAYMENT
In consideration of You from time to time paying the sum as stated in the Quotation (“Subscription
Fee”) during the Term (as defined herein), the Company shall grant you the License pursuant to this
Agreement and You hereby acknowledge and agree that the License granted to You is non-exclusive
and the Company shall at its own liberty provide the License to any other person.
The Company shall be entitled to increase the Subscription Fees in order to take into account any
increase in the Company’s operating costs in respect of the BIG POS including any increase in the cost
of labour, material or transport.
You shall pay the Subscription Fees in full within seven (7) days from the date of the invoice. In the
event of termination of this Agreement either by the Company or you, all monies owing to the
Company shall become due and payable immediately.
You hereby agree that the Subscription Fees paid by You shall expired in accordance to the period You
subscribed (“Term”) as per the plan available from time to time offered by the Company. You shall
renew Your subscription and make full payment for the Subscriptions prior to the expiry of the Term
subscribed. Failure to renew Your subscription shall result to the Company forthwith terminate the
License granted to You upon the expiry.
If applicable, you may authorise the payment of the Subscription Fees to be paid by way of auto debit
of any of your credit card and/or bank account provided by you to the Company. In such event, your
credit card and/or bank account shall be debited in advance prior to the commencement of the renewal
Term unless terminated pursuant to the terms and conditions of this Agreement. If your credit card
and/or bank account are failed to be debited, and you have failed to renew your subscription pursuant to
the above terms, the Company will have the rights to forthwith terminate the License granted to You
upon the expiry of the existing Term without any notice to you.
Unless otherwise stated, the Subscription Fees and/or any payment or remittance to be made to the
Company shall be excluding any, GST and/or any relevant taxes and shall be free from any restriction
and clear of any (except to the extent required by law) without any deduction or withholding of account
of any direct and/or indirect tax, levy, commission, charges or otherwise. You shall be responsible for
all applicable taxes from subscription of the License and/or any goods and services offered by the
Company.
4. PRODUCT INFORMATION
BIG POS displayed, description and offered provided is subject to availability and confirmation from
the Company. The Company cannot guarantee that BIG POS is available at the time and function as
You expected.
5. HARDWARE FOR BIGPOS
If require ,You may purchase the hardware/ equipment (“Hardware”) from the Company for the use of
BIGPOS System at the price mutually agreed upon between You and the Company and subject to the
terms herein:
i. Use of Hardware
The Hardware will conform with specifications and configuration as provided by the
Company and shall only be used in accordance with the instruction provided by the Company.
Save and except written confirmation provided by the Company, the Company shall not
warrant the use of the Hardware for any other purposes. No substitution of or modification of
the Hardware shall be made by You without the prior written consent of the Company.
ii. Operating Manual
Subject to availability, the Company will provide you with a copy of the operating manual for
the use of the Hardware.
The Company will provide free updates of the operating manual to You from time to time, if
any.
iii. Site Preparation
You shall prepare the location/ site (“Site”) in accordance with the requirements specify by the
Company for the placement of the Hardware.
The Company shall have the rights to refuse to deliver the Hardware in the event the Site has
not been prepared in accordance with the Company’s directions.
You shall fully indemnify the Company for direct or indirect costs arising out of any delay in
delivering the Hardware caused by You and/or your employees, servants, sub-contractors
and/or agents.
iv. Changes or Cancellation of Hardware
Cancellation or changes of an order shall only be made prior to the Company process the order
for delivery. In the event the Company accepted your request for cancellation, you will receive
a refund in the amount you paid for the Hardware less any processing fees incurred. For
changes of an order, in the event the new order prices are higher than the existing order, You
shall immediately top up the difference and the Company will only process your changes
request after the difference has been fully paid.
Upon order reaches the delivery processing stage, cancellations or changes are no longer
possible. Hence, you are advisable to contact the for any cancellations or changes right after
the order.
v. Exchange
There shall be no exchange of Hardware after the order made.
vi. Warranty - Hardware
The warranty period for the Hardware commences on the Commencement Date for a period of
as stated in the Quotation (“Warranty Period”) and subject to the exclusions described in
(“Warranty”)
vii. Warranty - Coverage
At the discretion of the Company, free replacement parts as deemed necessary by the
Company and free reinstallation of the BIGPOS System or repair the defects to the Hardware
due to faulty workmanship and materials.
The following are expressly excluded from the Warranty:
a. Damages caused by lightning, flood, fire, act of God or any other cause beyond the
Company’s control;
b. Defects or damages that arise from You or a third party’s negligence;
c. Modifications of any type to the Hardware for any reason;
d. Misuse; improper use; abuse; incorrect operation of the Hardware;
e. Lack of the proper routine or preventive maintenance of the Hardware;
f. Unauthorized repair by a third party not appointed by Hardware;
g. Damages due to the usage of a third party’s filter(s), part(s) or accessories;
h. Damages due to any relocation, removal or reinstallation of the Terminal not authorized
by Hardware;
i. Normal wear and tear.
You shall be liable and shall indemnify the Company for any damage to the Hardware as a
result of any act contemplated under above paragraphs (a)-(i) hereof.
The Company reserves the right to repair or replace the Hardware or any part thereof at its
sole discretion if there are defects to the Hardware during the Warranty Period. Such right
includes any decisions to change the filters of the Hardware. Upon any replacement of the
Hardware or any part thereof (“the Old Hardware”), the Old Hardware shall remain the
property of the Company.
viii. Warranty Claim
Subject to the terms of this Agreement, in the event the You wish to claim for warranty, You
are subject to the following terms and conditions:
a. You shall contact the Company immediately upon occurrence of such faulty and to
provide supporting documentation such as photos and/or video indicating and illustrating
the issue;
b. You shall provide proof of rental/ purchase of the Hardware;
c. Warranty claimable is subject to the Company’s inspection of the Hardware;
d. Freight charges shall be borne by You whether or not the Hardware is covered under
warranty;
e. In the event the You decided not to repair the Hardware, You shall be charged for
inspection fees, quotation fees and any freight charges included;
f. all relevant charges shall be paid within 60 days from the Company notify You failing
which the Company reserved its right to sell the Hardware to any 3
rd party to cover the
cost;
g. The Company shall not be held liable for any damages to the Hardware due to the courier
services.
6. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise expressly indicated, You shall assume that BIG POS and everything contained in BIG
POS including but not limited all source code, databases, functionality, software, computer programme,
website designs, audio, video, text, photographs, graphics and any other whatsoever contained in BIG
POS (“Content”) You read, see and contained in BIG POS is the Company proprietary property and is
copyrighted or otherwise protected and all trademarks, service marks, and logos contained in BIG POS
(“Mark”) (if any) are owned or controlled by the Company or licensed to the Company. BIG POS,
Content and Marks are confidential and all the Intellectual Property Rights therein contained is solely
owned by the Company.
Except as expressly written consent from the Company is first obtained, no all or any part of BIG POS,
services, contents, information, material and/or marks may be copied, reproduced, aggregated,
republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold,
licensed, or otherwise exploited for purpose whatsoever, without the Company express prior written
permission.
7. USER REPRESENTATIONS
By using BIG POS, You represent and warrant that:
i. all information provided by you are true, accurate, current, and complete and You will
maintain the accuracy of such information and from time to time immediately update such
registration information as necessary;
ii. You shall ensure that BIG POS are used in a proper manner by yourself or competent and
trained employees only or by persons under their supervision and authorisation;
iii. You shall at all time be solely responsible in providing relevant equipment required to use BIG
POS and at Your own obligation to ensure the said relevant equipment is free from any viruses
and all other programs that may cause damages to BIG POS;
iv. You own or you have the rights to submit all information and content provided by you and the
same is not in violating any other party’s rights;
v. You have the legal capacity to accept this Agreement and shall at all time comply with this
Agreement;
vi. You will not use BIG POS for any illegal or unauthorized purpose;
vii. In the event you are required to register an account with us, you shall keep your account and
password confidential and will be responsible for all use of your account and password;
viii. Your use of BIG POS will not violate any applicable law and/or regulation and not breach any
agreement and/or undertaking with any other party.
In the event any information provided by you is untrue, inaccurate, not current, or incomplete or
became untrue, inaccurate, not current, or incomplete, we have the right to immediately with or without
notice suspend or terminate your use of BIG POS and terminate your account and refuse any and all
current or future use of BIG POS (or any part thereof) without prejudice to the Company’s right to
claim for any damages suffered by the Company due to Your breach of this clause.
8. MANAGEMENT OF BIG POS
The Company reserve its rights, but not obligated to:
i. at its sole discretion to control accessibility, hours of use, features on BIG POS, and any other
services to be provide and/or information contained in BIG POS;
ii. at the Company own discretion, upgrade, maintenance, and management of BIG POS, and
provides consultation and technical support services through customer service hotline, online
customer service (if any);
iii. monitor BIG POS for any violations of this Agreement and/or any applicable law or
regulation;
iv. at its sole discretion, take any appropriate legal action against any user who, violates the law
or this Agreement and/or any applicable law, including without limitation, reporting such user
to law enforcement authorities and/or to claim any damages and/or any legal remedies from
the user;
v. at its sole discretion and without limitation, refuse, restrict access to, limit the availability of,
or disable (to the extent technologically feasible) any user account registered with the
Company and/or contributions or any portion thereof;
vi. at its sole discretion and without limitation, notice, or liability, to remove any user from using
BIG POS or otherwise disable any services, files and content as the Company thinks fit;
vii. otherwise manage BIG POS in a manner designed to protect the Company rights and property
and to facilitate the proper functioning of BIG POS.
You agree and acknowledge that the Company does not warrant and nothing in this Agreement shall
constitute warranty of the Company that BIG POS is free from any errors, bugs and/or defects. You
further acknowledge and agree that it is possible that on occasion BIG POS may be unavailable to
permit maintenance or other development activity to take place, or in any event that may interrupt BIG
POS and the Company shall not be liable nor in any way be held liable for any damages whether direct
or indirectly suffered by You and the Company shall not be deemed to be in breach for any delay or
failure or for any consequence of delay or failure in the performance under this Agreement.
9. USER’S CONTENT
In the event You have breached any terms and conditions herein contained, the Company reserve its
rights to, inter alia, terminate, suspend or prohibit your License therein at the Company’s sole
discretion.
In the event the License is terminated pursuant to the terms herein, the Company shall have the rights
and at its own discretion to delete any of your data, file and/or any information submitted to the
Company and/or extracted from BIG POS with or without any prior notice to the any user.
10. PAYMENT PROCESSING SERVICES AND PAYMENT TERMINAL
i. Third Party Payment Processing Services
You hereby acknowledges and agrees that, if require, the Company may engage and use a
third party, including but not limited to Till Payments, which is a third-party payment
processing services (“Payment Processing Services”) in conjunction with the BIG POS
(“Third Party Service Provider”). You hereby further agree that:
a. You may be assessed a fee (“Transaction Fees”) for processing a transaction through
Payment Processing Services at the rate stated in the Quotation;
b. the Company is not liable and responsible for any act or omission of the Third Party
Service Provider and the Company shall not be liable for any losses and/or damage
suffered by You arising from any act or omission of the Third Party Service Provider;
c. to read, understand and be bound by the terms and conditions and/or privacy policies
applicable to the Third Party Provider;
d. The Third Party Service Provider will accept payments on the behalf of You, deduct any
Subscriptions Fees, Payment Terminal Rental Fees and other debts that are due and
payable by You, and remit the remaining funds to the bank account as mutually agree by
you;
e. The Company shall have its own rights and discretion to receive rebates or commissions
from the Third Party Service Provider in relation to transactions processed through the
Your account with the Third Party Service Provider; and
f. In the event the Company incurs any fees relating to any third party transactions using
the BIG POS, the Company shall on-charge them to you and you shall be liable for such
payments and to reimburse the Company accordingly.
ii. Refunds, Reversals, and Chargebacks of Payment via Third Party Service Provider
You shall be responsible to initiate the refund process via BIG POS system and you shall liaise
and/or assist your customer to liase with the Third Party Service Provider for processing any
refunds. All such refunds process shall at all times be subject to the terms and conditions of
the Third Party Service Provider and any fees incurred shall be borne by you. The Company
shall not be responsible and liable for any process of refunds, reversals and/or chargebacks.
iii. Monthly Payment Terminal Rental Fees
For the usage of the payment processing service provided by the Third Party Service, You
shall be charged for a monthly fees (“Monthly Payment Terminal Rental Fees”) as stated in
the Quotation during the Term and payable to the Company. The Company will lease a
payment device to you for the use of the Payment Processing Services (“Payment Terminal”).
The Payment Terminal leased to You shall remain the property of the Company. You shall not,
and under no circumstances attempt to, dismantle, repair, undertake maintenance work or
replace any parts of the Payment Terminal or procure a third party other than the Company to
do the same. The Company shall not be liable for any losses or damages incurred by You in
the abovementioned events.
iv. Return of Payment Terminal
Upon termination or the expiry of the Term, You shall Return the Payment Terminal to the
Company upon the following terms:
a. Return the Payment Terminal in the same state and condition as You take possession of
the Payment Terminal;
b. The Payment Terminal shall be return to the location designated by the Company;
c. In the event the Payment Terminal s not returned within seven (7) days to the Company
pursuant to the terms herein, The Company shall have the rights to charge You the cost
of the Payment Terminal. Alternatively, the Company shall have the rights to retrieve the
Payment Terminal from You and You authorise us to access Your premises for such
purpose at Your cost and expenses.
11. THIRD-PARTY DELIVERY
You may at your own cost and expenses engage any third-party delivery providers to facilitate the
deliveries of order made by your customer via BIG POS subject always that you acknowledge and
agree that the Company does not control or manage these third-party delivery services and shall not be
liable and/or responsible for any losses and or damages arising from your usage of such third
third-party delivery services, including but not limited to delivery delays, lost or damaged goods, or
service disruptions. You shall be solely responsible to ensure all the third-party delivery services
provider render their services in professional manner and complies with all applicable laws and
regulations. You shall also be liable and responsible for any losses arising from the third-party delivery
services provider. In the event if there is any disputes, refunds, or claims related to delivery services,
you shall amicably resolve the issue with the third-party delivery services provider and you shall at all
times indemnify and keep the Company indemnified from and against any and all claims, proceedings,
expenses, losses, damages and/or liabilities (as to the amount of which the certificate of the Company
shall, in the absence of manifest error, be conclusive and binding on You) which the Company may
incur or suffer arising from or due to you and/or the third-party delivery services provider including but
not limited to matter related to delivery services.
12. THIRD-PARTY’S WEBSITES AND CONTENT
BIG POS may contain links to other websites other than the website own by the Company
("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music,
sound, video, information, applications, software, and other content or items belonging to, stored,
hosted by Third-Party Websites or originating from third parties ("Third-Party Content").
The Company shall not be in any way liable or responsible for such Third-Party Websites and
Third-Party Content accessed through BIG POS or posted on, available through, or installed from BIG
POS and the Company has not investigated, monitored, or checked for accuracy, appropriateness, or
completeness such Third-Party Websites and Third-Party Content.
Unless otherwise stated in BIG POS, the Company does not approve or endorse any Third-Party
Websites and/or Third-Party Content even if the same is included, link to or permitted the use in BIG
POS. If you decide to leave BIG POS and access the Third-Party Websites or to use or install any
Third-Party Content, You do so at Your own risk, and the Company shall not be held liable for any
damages suffered by You whether directly or indirectly.
You are advised to review the terms and policies, including but not limited to the privacy and data
gathering practices, maintained by or governing the Third-Party Websites and/or Third-Party Content
to which you navigate from BIG POS or relating to any applications You use or install from the
Third-Party Websites.
You hereby agree and acknowledge that the Company do not endorse the products or services offered
on Third-Party Websites and you shall hold the Company harmless from any harm caused by Your
purchase or usage of such Third-Party Websites and/or Third-Party Content. Additionally, You shall
hold the Company harmless from any losses sustained by You or harm caused to You relating to or
resulting in any way whether directly or indirectly from any Third-Party Websites and/or Third-Party
Content.
13. ADVERTISERS
In the event the Company allows any advertisers to display their advertisements and other information
in BIG POS, such advertiser shall take full responsibility for any advertisements the advertiser place in
BIG POS or products sold through those advertisements.
The Company merely provide a space/ platform to place such advertisements, and the Company have
no other relationship with advertisers and shall not be held responsible for the advertisement and/or
content therein place by the advertiser. You shall not hold the Company liable for any damages and/or
losses sustained by You from purchasing any product and/or services advertised by the advertiser.
14. USER DATA
The Company may with notice or without notice to You maintain certain data that You transmit or
extracted from BIG POS in the course of Your use of BIG POS (“Data”) including but not limited to
Your information as well as any data relating to Your use of BIG POS, for the purpose of managing
BIG POS. The Company will conduct regular routine backups of data You store with/ transmit to BIG
POS or the Company, however, You are solely responsible for all data that You transmit, store or that
relates to any activity You have undertaken using BIG POS.
You hereby acknowledge and consent that the Company shall have the rights to:
i. use the Data and information about You and the manner You use BIG POS to develop and
improve BIG POS and/or the Company’s other services and products to you and assist
partnerships to improve or develop new services and features to You and generate anonymised
and aggregated statistical and analytical data (collectively, "Analytical Data");
ii. use the Analytical Data for the Company’s own internal research and development purposes;
iii. provide the report of the Analytical Data to any relevant party including but not limited to any
advertiser and/or service provider;
iv. provide Data to any third party service provider for the purposes to support BIG POS.
You hereby agree and acknowledge that the Company shall not be liable to You or in any way be held
liable for any loss or corruption of any such data, and You hereby waive any right of action against the
Company arising from any such loss or corruption of such data.
The Company may engage any third party service provider, located in Australia or outside of Australia,
to store all the user’s information, data, contents and any others content in relation to BIG POS. You
hereby agree that the Company shall at its own discretion and liberty, without prior notice to you,
transfer such information, data, contents and any others content in relation to BIG POS to the third
party service provider either in Australia or located overseas. The Company rights under this clause 11
shall survive termination or expiry of your usage of BIG POS.
15. PROHIBITED ACTIVITIES
You may not access or use BIG POS for any purpose other than purposes for which the Company made
BIG POS available. BIG POS may not be used in connection with any commercial endeavours except
those that are specifically endorsed or approved by the Company. You, as a licensee of BIG POS,
hereby agree to use BIG POS for the authorised purposes and in manner approve by the Company and
further agree not to use BIG POS for purposes other than those approved by the Company including
but not limited to the following:-
i. by any way, directly or indirectly, extract, retrieve, modify and/or copy any information, data
or other content of or from BIG POS;
ii. make any unauthorized use of BIG POS, including but not limited to collecting usernames
and/or email addresses of users by electronic or other means for the purpose of sending
unsolicited email, or creating user accounts by automated means or under false pretense;
iii. by any way circumvent, disable, or otherwise interfere with security and/or security-related
features of BIG POS;
iv. upload or transmit, attempt to upload or to transmit viruses or caused to upload or transmit any
virus, program, process, advertisement, communication, or other item to BIG POS or related
servers and networks;
v. not to interferes whether directly or indirectly with any other user uninterrupted use and
enjoyment of BIG POS or modifies, impairs, disrupts, alters, or interferes with the use,
features, functions, operation, or maintenance of BIG POS;
vi. trick, defraud, or mislead the Company and/or other users, especially in any attempt to obtain
any sensitive account information including but not limited other user passwords, information,
accounts details;
vii. impersonate or attempt to impersonate another user or person or use the username of another
user;
viii. make improper use of the Company support services or submit false reports of abuse or
misconduct;
ix. interfere with, disrupt, create an undue burden or caused an undue burden onto the server, the
networks and/or services connected to BIG POS;
x. decipher, decompile, disassemble, or reverse engineer or attempt to decipher, decompile,
disassemble, or reverse engineer BIG POS and/or any of the software of the Company;
xi. delete the copyright or other proprietary rights notice from any of the Company’s or other
user’s Content;
xii. disparage, tarnish, or otherwise, in the Company’s opinion, harm or may have any adverse
effect to the Company and/or BIG POS;
xiii. use BIG POS for purposes other than those approved by us and/or in a manner inconsistent
with this Agreement and/or any applicable laws or regulations.
16. TERM AND TERMINATION
This Agreement shall at times remain in full force and effect while You use and/or continue to use BIG
POS, whether or not registered to be a member or continue to maintain as a member of the Company,
whichever applicable.
Without Prejudice to any other rights of the Company, the Company reserves the right to, in company’s
sole discretion and without notice or liability, deny access to and use of BIG POS and the company
other services, to any person for any reason or for no reason at all, including without limitation for
failure to pay the Subscription Fees upon the expiry of the Terms, breach of any representation,
warranty or covenant contained in this Agreement, or of any applicable law or regulation, conducted or
attempt to conduct any act, which in the Company sole discretion thinks that, it may have any adverse
effect to the Company and/or BIG POS and company may terminate your License and the company
services, delete Your profile and any content or information that You have stored with the Company at
any time, without warning, in company’s sole discretion.
Any provisions of this Agreement including but not limited to Your obligation, undertaking,
representation, warranties and/or covenant, that, in order to fulfil the purposes of such provisions, shall
survive the termination or expiration of this Agreement, shall be deemed to survive for as long as
necessary to fulfil such purposes.
In the event the Company at its own discretion terminates or suspends Your account and/or terminate
your license to use BIG POS for any pursuant to the terms herein, You are then prohibited from
re-installing BIG POS, re-registering and/or creating a new account under either under Your own name,
a fake or borrowed name, or the name of any third party. The Company reserves its right to take
appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Upon termination of this Agreement, Your shall forthwith uninstall BIG POS from all Your devices
destroy any downloaded materials in Your possession whether in electronic or printed format and stop
using BIG POS.
If this Agreement is terminated by You prior to the expiration of the Term, You are deemed to be in
breach of this Agreement and shall be liable to pay the Company the total of the Subscription Fees and
Payment Terminal Rental Fees (whichever applicable) from the termination date up to the expiry of the
Term.
17. COPYRIGHT INFRINGEMENT
In the event You believe that Your Intellectual Property Rights has been infringed or otherwise
violated, kindly report to the Company and submit together with the following supporting documents
and/or information:
i. A physical or electronic signature of a person authorized to act on Your behalf with an
exclusive right that is allegedly infringed;
ii. Identification of the copyrighted work claimed to have been infringed or, if multiple
copyrighted works at a single online site are covered by a single notification, a representative
list of such works at that site;
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed, or access to which is to be disabled, and information and/or
supporting documentation reasonably sufficient to permit to the Company, to identify the said
infringement;
iv. Your information to permit the Company, to contact the complaining party, such as address,
telephone number and, if available, e-mail address; and
v. A statement that the You have a good faith belief that use of the content, and/or material in a
manner complained of is not authorized by the copyright owner, its agent, or the law.
Upon the Company received report regarding to Intellectual Property Rights infringement, the
Company shall commence its own investigation on the said infringement and thereafter the Company
shall at its own discretion to delete the Content which is reported for any infringement of Intellectual
Property Rights submit/ uploaded by the user to BIG POS.
18. DISCLAIMER
To the extent permissible by law, the Company shall not in anyway be held responsible for and liable
for any loss or damage suffered by You and/or any party related to You, arising from the use of BIG
POS and/or the use of information contained therein including (but not limited to) the following:
i. any direct, indirect, incidental, consequential, or punitive damages (including without
limitation to loss of revenue, loss of profits, loss of business opportunity or loss of data)
arising out of or relating to these terms, or access to or use of BIG POS, content and/or
purchase You made therein;
ii. any Content or submissions to BIG POS, where any user of the website uploaded which has
infringed intellectual property of a third party AND the prior approval for the usage of the said
intellectual property has not been obtained. The Company shall not be held liable for any
hyper-linking to other website;
iii. any access, use or inability to access or use BIG POS, use of or reliance on any contents of
BIG POS;
iv. any loss, missing and/or corruption of Your information, file and/or data store with the
Company; and/or
v. any system, server or connection failure, error, omission, interruption, interception, delay in
operation or transmission, or computer virus.
The Company makes no warranty whatsoever to You in respect of BIG POS and/or information
contents contained in BIG POS. The Company also does not warrant that BIG POS will be free from
errors and/or defects or that it will meet all Your requirements.
19. INDEMNITY
You shall at all times fully indemnify the Company or keep the Company indemnified from and against
any and all claims, proceedings, expenses, losses, damages and/or liabilities (as to the amount of which
the certificate of the Company shall, in the absence of manifest error, be conclusive and binding on
You) which the Company may incur or suffer arising from Your breach of this Agreement, Your misuse
of BIG POS (whether intentionally or unintentionally).
20. CONFIDENTIALITY
You shall not, without the Company prior written approval, disclose, reveal or cause to disclose or
reveal any of the Confidential Information (as defined herein) and any information contained in BIG
POS to any other party. You hereby warrant and covenant that You will take all reasonable steps to
protect the Confidential Information and to use reasonable means to defense disclosure to any
government authority. Your confidentiality and non-disclosure obligations shall survive the expiry or
termination of this Agreement and/or BIG POS (whichever is the case).
“Confidential Information” means information including but not limited to any of the Company’s
information relating to the business, affairs, finances, trade secrets, technologies, methodologies,
customers and suppliers of the parties that is by its nature confidential but does not include:
i. information already known to the receiving party at the time of disclosure by the other party;
or
ii. information in the public domain other than as a result of disclosure by a party in breach of its
obligations of confidentiality.
21. LANGUAGE
The Company confirms that English shall be the language of this Agreement, and/or in BIG POS. This
chosen language shall prevail in the event of differences in meaning over the version of this Agreement
and/or in BIG POS in any other language.
22. GOVERNING LAW
This Agreement and Your use of BIG POS shall be governed by and construed in accordance with the
laws of Australian and its validity, construction and performance shall be interpreted in accordance
with the laws of Malaysia notwithstanding any conflicts of law principles. The parties hereby submit to
the exclusive jurisdiction of the courts of Australia.
23. SEVERABILITY
If any of the provision under this Agreement is illegal, prohibited, unenforceable or hereinafter illegal,
prohibited, unenforceable or found by a court of competent jurisdiction to be void or unenforceable, in
whole or in part, such provisions shall be deemed to be deleted from this Agreement and the remaining
provisions of this Agreement shall survive and remain in full force and effect. Notwithstanding the
foregoing, the Company may thereupon at its sole discretion amend, vary and/or modify such provision
to comply with the applicable law as the Company deems fit.
24. CORRECTIONS
Any typographical errors, inaccuracies, or omissions that may relate to this Agreement and/or BIG
POS, including descriptions, pricing, availability, and various other information. The Company shall
reserve the right to correct any errors, inaccuracies, or omissions and to change, modify and/or update
the information in BIG POS at any time, without prior notice.
25. KNOWLEDGE OR ACQUIESCENCE BY THE COMPANY
Knowledge or acquiescence by the Company of any of Your breach of any of the terms conditions
under this Agreement and/or failure to exercise, nor delay in exercising, on the part of the Company
any of its right under this Agreement shall operate as a waiver to the exercise of such right or be
deemed to be a waiver of such conditions or covenants or any of part thereof. Notwithstanding such
knowledge or acquiescence or failure to exercise or delay in exercising of the Company rights, You
shall continue comply and perform the terms and conditions herein strictly. The rights and remedies of
the Company under this Agreement are cumulative and are in addition to any rights and remedies
provided by law.
No rights of the Company or any part thereof shall be waived or varied unless by and express waiver or
variation in writing.
26. ASSIGNMENT
You shall not by any way, sell, transfer and/or assign any of Your rights or obligation arising from this
Agreement, Your account hold with us, license to use BIG POS to a third party or cause a third party to
succeed such right or obligation, without the prior written consent of the Company.
27. NOTICES
Except as explicitly stated otherwise, any notices given to Company shall be given by email to the
address listed in the contact information below. Any notices given to You shall be given to the email
address You provided during the registration process, or such any amendment thereof which has been
furnished to and registered with the Company. Notice shall be deemed to be served to You upon
twenty-four (24) hours after the email is sent, provided always that the sending party is not notified that
the email address is invalid.
Contact details: 322 King William St. Adelaide SA 5000
Email address: info@bigpos.com
Phone No.:03 9021 2299
Visiting the Company’s website, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and You hereby agree that all
agreements, notices, disclosures, and other communications provided by the Company to You
electronically, via email and/or notice posted on the Company’s website, shall satisfy any legal
requirement for such communication to be in writing. You hereby further waive any rights or
requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which
require an original signature or delivery or retention of non-electronic records, or to payments or the
granting of credits by any means other than electronic means.
28. INDEPENDENT LEGAL ADVICE
You hereby confirm, represents and warrants to the Company You have sought, obtained and relied
upon its own independent legal advice pertaining to this Agreement and have not relied upon any
representation, statement or advice from the Company and/or agent of the Company.
29. SUCCESSORS BOUND
This Agreement shall be binding upon and enure for the benefit of the successors in title, transferees
and assigns of the Company and upon Your successors in title, permitted assignees or upon the Your
heirs and personal representatives.
1. THIS TERM OF SERVICE
Synergy Alliance Solutions Australia Pty Ltd (ABN 11 665 335 663) (“Company”) is the authorised
distributor for BIG POS, a point-of-sale system. The Company is authorised to grant the license to its
customer and end user in Australia.
This Term of Service (“Agreement”) is a legal bind agreement made between you, as the Merchant and
the user of BIG POS, whether personally or a legal entity (“You”, “Merchant” or “User”) and us, the
Company and our affiliated companies (collectively known as “Company”, Us or Synergy), for the
Merchant use of BIG POS which shall include the relevant website and other media form, media
channel, mobile website or mobile application related, linked, or otherwise connected thereto.
You shall read, understood, and agree to be bound by all of the terms of this Agreement before
installing, downloading and/ or using BIG POS. If You do not agree with all or any part of this
Agreement and/or You are not able to be bound by this Agreement for any reason whatsoever, you may
inform the Company to further negotiate on the terms, if You and the Company are not able to reach a
mutual agreement, you are expressly prohibited from downloading, installing and using BIG POS and
You must discontinue use and uninstall BIG POS immediately.
This Agreement shall include this Term of Service, the Quotation, Sales Order Form or any
supplemented thereto. The Company reserved the Company’s rights to at any time or from time to
time, update, amend, modify, delete and/or insert any terms into this Agreement at the Company sole
discretion. You are advised from time to time to read and understand this Agreement prior to any
renewal. You will be subject to, and will be deemed to have been made aware of and to have accepted,
the changes in any revised terms under this Agreement by Your renewal of the license to use BIG POS
after the date such revised Agreement are published.
2. LICENSE TO USE
The Company shall retain ownership of all rights (including without limitation all intellectual property
rights), title to and interest of BIG POS, information in BIG POS, services and any products contained
in BIG POS whether in its original form or as modified. You are granted a non-exclusive limited
license to use BIG POS ((limited to installation on 1 Hardware (as defined herein)), information and
services therein for purposes as may be agreed by the Company from time to time (“License”). This
License shall not amount to a transfer of title and/or ownership of BIG POS. You shall not without first
obtained our written consent:
i. assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent,
lease, sublicense, or otherwise transfer your rights to BIG POS to any other party;
ii. modify or copy BIG POS in any way;
iii. use BIG POS for any public display (commercial or non-commercial);
iv. decompile, reverse engineer, reverse assemble or reverse compile or cause any third party to
reverse decompile, reverse engineer, reverse assemble or reverse compile BIG POS therein for
any reason whatsoever;
v. remove any copyright, trademark, or other proprietary notations from BIG POS;
vi. engage in any other conduct that violates the copyright, applicable laws in Malaysia pertaining
and in relation to intellectual property; and/or
vii. use BIG POS in any way and/or purposes other than the purposes the permitted by the
Company.
In the event you have breached any of the above or any terms herein contained, whether by act or
omission, the License is immediately revoke and the Company have the right to immediately with or
without notice suspend or terminate Your License and terminate Your account and refuse any and all
current or future use of BIG POS (or any part thereof) without prejudice the rights of the Company to
claim any damages from You.
3. PAYMENT
In consideration of You from time to time paying the sum as stated in the Quotation (“Subscription
Fee”) during the Term (as defined herein), the Company shall grant you the License pursuant to this
Agreement and You hereby acknowledge and agree that the License granted to You is non-exclusive
and the Company shall at its own liberty provide the License to any other person.
The Company shall be entitled to increase the Subscription Fees in order to take into account any
increase in the Company’s operating costs in respect of the BIG POS including any increase in the cost
of labour, material or transport.
You shall pay the Subscription Fees in full within seven (7) days from the date of the invoice. In the
event of termination of this Agreement either by the Company or you, all monies owing to the
Company shall become due and payable immediately.
You hereby agree that the Subscription Fees paid by You shall expired in accordance to the period You
subscribed (“Term”) as per the plan available from time to time offered by the Company. You shall
renew Your subscription and make full payment for the Subscriptions prior to the expiry of the Term
subscribed. Failure to renew Your subscription shall result to the Company forthwith terminate the
License granted to You upon the expiry.
If applicable, you may authorise the payment of the Subscription Fees to be paid by way of auto debit
of any of your credit card and/or bank account provided by you to the Company. In such event, your
credit card and/or bank account shall be debited in advance prior to the commencement of the renewal
Term unless terminated pursuant to the terms and conditions of this Agreement. If your credit card
and/or bank account are failed to be debited, and you have failed to renew your subscription pursuant to
the above terms, the Company will have the rights to forthwith terminate the License granted to You
upon the expiry of the existing Term without any notice to you.
Unless otherwise stated, the Subscription Fees and/or any payment or remittance to be made to the
Company shall be excluding any, GST and/or any relevant taxes and shall be free from any restriction
and clear of any (except to the extent required by law) without any deduction or withholding of account
of any direct and/or indirect tax, levy, commission, charges or otherwise. You shall be responsible for
all applicable taxes from subscription of the License and/or any goods and services offered by the
Company.
4. PRODUCT INFORMATION
BIG POS displayed, description and offered provided is subject to availability and confirmation from
the Company. The Company cannot guarantee that BIG POS is available at the time and function as
You expected.
5. HARDWARE FOR BIGPOS
If require ,You may purchase the hardware/ equipment (“Hardware”) from the Company for the use of
BIGPOS System at the price mutually agreed upon between You and the Company and subject to the
terms herein:
i. Use of Hardware
The Hardware will conform with specifications and configuration as provided by the
Company and shall only be used in accordance with the instruction provided by the Company.
Save and except written confirmation provided by the Company, the Company shall not
warrant the use of the Hardware for any other purposes. No substitution of or modification of
the Hardware shall be made by You without the prior written consent of the Company.
ii. Operating Manual
Subject to availability, the Company will provide you with a copy of the operating manual for
the use of the Hardware.
The Company will provide free updates of the operating manual to You from time to time, if
any.
iii. Site Preparation
You shall prepare the location/ site (“Site”) in accordance with the requirements specify by the
Company for the placement of the Hardware.
The Company shall have the rights to refuse to deliver the Hardware in the event the Site has
not been prepared in accordance with the Company’s directions.
You shall fully indemnify the Company for direct or indirect costs arising out of any delay in
delivering the Hardware caused by You and/or your employees, servants, sub-contractors
and/or agents.
iv. Changes or Cancellation of Hardware
Cancellation or changes of an order shall only be made prior to the Company process the order
for delivery. In the event the Company accepted your request for cancellation, you will receive
a refund in the amount you paid for the Hardware less any processing fees incurred. For
changes of an order, in the event the new order prices are higher than the existing order, You
shall immediately top up the difference and the Company will only process your changes
request after the difference has been fully paid.
Upon order reaches the delivery processing stage, cancellations or changes are no longer
possible. Hence, you are advisable to contact the for any cancellations or changes right after
the order.
v. Exchange
There shall be no exchange of Hardware after the order made.
vi. Warranty - Hardware
The warranty period for the Hardware commences on the Commencement Date for a period of
as stated in the Quotation (“Warranty Period”) and subject to the exclusions described in
(“Warranty”)
vii. Warranty - Coverage
At the discretion of the Company, free replacement parts as deemed necessary by the
Company and free reinstallation of the BIGPOS System or repair the defects to the Hardware
due to faulty workmanship and materials.
The following are expressly excluded from the Warranty:
a. Damages caused by lightning, flood, fire, act of God or any other cause beyond the
Company’s control;
b. Defects or damages that arise from You or a third party’s negligence;
c. Modifications of any type to the Hardware for any reason;
d. Misuse; improper use; abuse; incorrect operation of the Hardware;
e. Lack of the proper routine or preventive maintenance of the Hardware;
f. Unauthorized repair by a third party not appointed by Hardware;
g. Damages due to the usage of a third party’s filter(s), part(s) or accessories;
h. Damages due to any relocation, removal or reinstallation of the Terminal not authorized
by Hardware;
i. Normal wear and tear.
You shall be liable and shall indemnify the Company for any damage to the Hardware as a
result of any act contemplated under above paragraphs (a)-(i) hereof.
The Company reserves the right to repair or replace the Hardware or any part thereof at its
sole discretion if there are defects to the Hardware during the Warranty Period. Such right
includes any decisions to change the filters of the Hardware. Upon any replacement of the
Hardware or any part thereof (“the Old Hardware”), the Old Hardware shall remain the
property of the Company.
viii. Warranty Claim
Subject to the terms of this Agreement, in the event the You wish to claim for warranty, You
are subject to the following terms and conditions:
a. You shall contact the Company immediately upon occurrence of such faulty and to
provide supporting documentation such as photos and/or video indicating and illustrating
the issue;
b. You shall provide proof of rental/ purchase of the Hardware;
c. Warranty claimable is subject to the Company’s inspection of the Hardware;
d. Freight charges shall be borne by You whether or not the Hardware is covered under
warranty;
e. In the event the You decided not to repair the Hardware, You shall be charged for
inspection fees, quotation fees and any freight charges included;
f. all relevant charges shall be paid within 60 days from the Company notify You failing
which the Company reserved its right to sell the Hardware to any 3
rd party to cover the
cost;
g. The Company shall not be held liable for any damages to the Hardware due to the courier
services.
6. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise expressly indicated, You shall assume that BIG POS and everything contained in BIG
POS including but not limited all source code, databases, functionality, software, computer programme,
website designs, audio, video, text, photographs, graphics and any other whatsoever contained in BIG
POS (“Content”) You read, see and contained in BIG POS is the Company proprietary property and is
copyrighted or otherwise protected and all trademarks, service marks, and logos contained in BIG POS
(“Mark”) (if any) are owned or controlled by the Company or licensed to the Company. BIG POS,
Content and Marks are confidential and all the Intellectual Property Rights therein contained is solely
owned by the Company.
Except as expressly written consent from the Company is first obtained, no all or any part of BIG POS,
services, contents, information, material and/or marks may be copied, reproduced, aggregated,
republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold,
licensed, or otherwise exploited for purpose whatsoever, without the Company express prior written
permission.
7. USER REPRESENTATIONS
By using BIG POS, You represent and warrant that:
i. all information provided by you are true, accurate, current, and complete and You will
maintain the accuracy of such information and from time to time immediately update such
registration information as necessary;
ii. You shall ensure that BIG POS are used in a proper manner by yourself or competent and
trained employees only or by persons under their supervision and authorisation;
iii. You shall at all time be solely responsible in providing relevant equipment required to use BIG
POS and at Your own obligation to ensure the said relevant equipment is free from any viruses
and all other programs that may cause damages to BIG POS;
iv. You own or you have the rights to submit all information and content provided by you and the
same is not in violating any other party’s rights;
v. You have the legal capacity to accept this Agreement and shall at all time comply with this
Agreement;
vi. You will not use BIG POS for any illegal or unauthorized purpose;
vii. In the event you are required to register an account with us, you shall keep your account and
password confidential and will be responsible for all use of your account and password;
viii. Your use of BIG POS will not violate any applicable law and/or regulation and not breach any
agreement and/or undertaking with any other party.
In the event any information provided by you is untrue, inaccurate, not current, or incomplete or
became untrue, inaccurate, not current, or incomplete, we have the right to immediately with or without
notice suspend or terminate your use of BIG POS and terminate your account and refuse any and all
current or future use of BIG POS (or any part thereof) without prejudice to the Company’s right to
claim for any damages suffered by the Company due to Your breach of this clause.
8. MANAGEMENT OF BIG POS
The Company reserve its rights, but not obligated to:
i. at its sole discretion to control accessibility, hours of use, features on BIG POS, and any other
services to be provide and/or information contained in BIG POS;
ii. at the Company own discretion, upgrade, maintenance, and management of BIG POS, and
provides consultation and technical support services through customer service hotline, online
customer service (if any);
iii. monitor BIG POS for any violations of this Agreement and/or any applicable law or
regulation;
iv. at its sole discretion, take any appropriate legal action against any user who, violates the law
or this Agreement and/or any applicable law, including without limitation, reporting such user
to law enforcement authorities and/or to claim any damages and/or any legal remedies from
the user;
v. at its sole discretion and without limitation, refuse, restrict access to, limit the availability of,
or disable (to the extent technologically feasible) any user account registered with the
Company and/or contributions or any portion thereof;
vi. at its sole discretion and without limitation, notice, or liability, to remove any user from using
BIG POS or otherwise disable any services, files and content as the Company thinks fit;
vii. otherwise manage BIG POS in a manner designed to protect the Company rights and property
and to facilitate the proper functioning of BIG POS.
You agree and acknowledge that the Company does not warrant and nothing in this Agreement shall
constitute warranty of the Company that BIG POS is free from any errors, bugs and/or defects. You
further acknowledge and agree that it is possible that on occasion BIG POS may be unavailable to
permit maintenance or other development activity to take place, or in any event that may interrupt BIG
POS and the Company shall not be liable nor in any way be held liable for any damages whether direct
or indirectly suffered by You and the Company shall not be deemed to be in breach for any delay or
failure or for any consequence of delay or failure in the performance under this Agreement.
9. USER’S CONTENT
In the event You have breached any terms and conditions herein contained, the Company reserve its
rights to, inter alia, terminate, suspend or prohibit your License therein at the Company’s sole
discretion.
In the event the License is terminated pursuant to the terms herein, the Company shall have the rights
and at its own discretion to delete any of your data, file and/or any information submitted to the
Company and/or extracted from BIG POS with or without any prior notice to the any user.
10. PAYMENT PROCESSING SERVICES AND PAYMENT TERMINAL
i. Third Party Payment Processing Services
You hereby acknowledges and agrees that, if require, the Company may engage and use a
third party, including but not limited to Till Payments, which is a third-party payment
processing services (“Payment Processing Services”) in conjunction with the BIG POS
(“Third Party Service Provider”). You hereby further agree that:
a. You may be assessed a fee (“Transaction Fees”) for processing a transaction through
Payment Processing Services at the rate stated in the Quotation;
b. the Company is not liable and responsible for any act or omission of the Third Party
Service Provider and the Company shall not be liable for any losses and/or damage
suffered by You arising from any act or omission of the Third Party Service Provider;
c. to read, understand and be bound by the terms and conditions and/or privacy policies
applicable to the Third Party Provider;
d. The Third Party Service Provider will accept payments on the behalf of You, deduct any
Subscriptions Fees, Payment Terminal Rental Fees and other debts that are due and
payable by You, and remit the remaining funds to the bank account as mutually agree by
you;
e. The Company shall have its own rights and discretion to receive rebates or commissions
from the Third Party Service Provider in relation to transactions processed through the
Your account with the Third Party Service Provider; and
f. In the event the Company incurs any fees relating to any third party transactions using
the BIG POS, the Company shall on-charge them to you and you shall be liable for such
payments and to reimburse the Company accordingly.
ii. Refunds, Reversals, and Chargebacks of Payment via Third Party Service Provider
You shall be responsible to initiate the refund process via BIG POS system and you shall liaise
and/or assist your customer to liase with the Third Party Service Provider for processing any
refunds. All such refunds process shall at all times be subject to the terms and conditions of
the Third Party Service Provider and any fees incurred shall be borne by you. The Company
shall not be responsible and liable for any process of refunds, reversals and/or chargebacks.
iii. Monthly Payment Terminal Rental Fees
For the usage of the payment processing service provided by the Third Party Service, You
shall be charged for a monthly fees (“Monthly Payment Terminal Rental Fees”) as stated in
the Quotation during the Term and payable to the Company. The Company will lease a
payment device to you for the use of the Payment Processing Services (“Payment Terminal”).
The Payment Terminal leased to You shall remain the property of the Company. You shall not,
and under no circumstances attempt to, dismantle, repair, undertake maintenance work or
replace any parts of the Payment Terminal or procure a third party other than the Company to
do the same. The Company shall not be liable for any losses or damages incurred by You in
the abovementioned events.
iv. Return of Payment Terminal
Upon termination or the expiry of the Term, You shall Return the Payment Terminal to the
Company upon the following terms:
a. Return the Payment Terminal in the same state and condition as You take possession of
the Payment Terminal;
b. The Payment Terminal shall be return to the location designated by the Company;
c. In the event the Payment Terminal s not returned within seven (7) days to the Company
pursuant to the terms herein, The Company shall have the rights to charge You the cost
of the Payment Terminal. Alternatively, the Company shall have the rights to retrieve the
Payment Terminal from You and You authorise us to access Your premises for such
purpose at Your cost and expenses.
11. THIRD-PARTY DELIVERY
You may at your own cost and expenses engage any third-party delivery providers to facilitate the
deliveries of order made by your customer via BIG POS subject always that you acknowledge and
agree that the Company does not control or manage these third-party delivery services and shall not be
liable and/or responsible for any losses and or damages arising from your usage of such third
third-party delivery services, including but not limited to delivery delays, lost or damaged goods, or
service disruptions. You shall be solely responsible to ensure all the third-party delivery services
provider render their services in professional manner and complies with all applicable laws and
regulations. You shall also be liable and responsible for any losses arising from the third-party delivery
services provider. In the event if there is any disputes, refunds, or claims related to delivery services,
you shall amicably resolve the issue with the third-party delivery services provider and you shall at all
times indemnify and keep the Company indemnified from and against any and all claims, proceedings,
expenses, losses, damages and/or liabilities (as to the amount of which the certificate of the Company
shall, in the absence of manifest error, be conclusive and binding on You) which the Company may
incur or suffer arising from or due to you and/or the third-party delivery services provider including but
not limited to matter related to delivery services.
12. THIRD-PARTY’S WEBSITES AND CONTENT
BIG POS may contain links to other websites other than the website own by the Company
("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music,
sound, video, information, applications, software, and other content or items belonging to, stored,
hosted by Third-Party Websites or originating from third parties ("Third-Party Content").
The Company shall not be in any way liable or responsible for such Third-Party Websites and
Third-Party Content accessed through BIG POS or posted on, available through, or installed from BIG
POS and the Company has not investigated, monitored, or checked for accuracy, appropriateness, or
completeness such Third-Party Websites and Third-Party Content.
Unless otherwise stated in BIG POS, the Company does not approve or endorse any Third-Party
Websites and/or Third-Party Content even if the same is included, link to or permitted the use in BIG
POS. If you decide to leave BIG POS and access the Third-Party Websites or to use or install any
Third-Party Content, You do so at Your own risk, and the Company shall not be held liable for any
damages suffered by You whether directly or indirectly.
You are advised to review the terms and policies, including but not limited to the privacy and data
gathering practices, maintained by or governing the Third-Party Websites and/or Third-Party Content
to which you navigate from BIG POS or relating to any applications You use or install from the
Third-Party Websites.
You hereby agree and acknowledge that the Company do not endorse the products or services offered
on Third-Party Websites and you shall hold the Company harmless from any harm caused by Your
purchase or usage of such Third-Party Websites and/or Third-Party Content. Additionally, You shall
hold the Company harmless from any losses sustained by You or harm caused to You relating to or
resulting in any way whether directly or indirectly from any Third-Party Websites and/or Third-Party
Content.
13. ADVERTISERS
In the event the Company allows any advertisers to display their advertisements and other information
in BIG POS, such advertiser shall take full responsibility for any advertisements the advertiser place in
BIG POS or products sold through those advertisements.
The Company merely provide a space/ platform to place such advertisements, and the Company have
no other relationship with advertisers and shall not be held responsible for the advertisement and/or
content therein place by the advertiser. You shall not hold the Company liable for any damages and/or
losses sustained by You from purchasing any product and/or services advertised by the advertiser.
14. USER DATA
The Company may with notice or without notice to You maintain certain data that You transmit or
extracted from BIG POS in the course of Your use of BIG POS (“Data”) including but not limited to
Your information as well as any data relating to Your use of BIG POS, for the purpose of managing
BIG POS. The Company will conduct regular routine backups of data You store with/ transmit to BIG
POS or the Company, however, You are solely responsible for all data that You transmit, store or that
relates to any activity You have undertaken using BIG POS.
You hereby acknowledge and consent that the Company shall have the rights to:
i. use the Data and information about You and the manner You use BIG POS to develop and
improve BIG POS and/or the Company’s other services and products to you and assist
partnerships to improve or develop new services and features to You and generate anonymised
and aggregated statistical and analytical data (collectively, "Analytical Data");
ii. use the Analytical Data for the Company’s own internal research and development purposes;
iii. provide the report of the Analytical Data to any relevant party including but not limited to any
advertiser and/or service provider;
iv. provide Data to any third party service provider for the purposes to support BIG POS.
You hereby agree and acknowledge that the Company shall not be liable to You or in any way be held
liable for any loss or corruption of any such data, and You hereby waive any right of action against the
Company arising from any such loss or corruption of such data.
The Company may engage any third party service provider, located in Australia or outside of Australia,
to store all the user’s information, data, contents and any others content in relation to BIG POS. You
hereby agree that the Company shall at its own discretion and liberty, without prior notice to you,
transfer such information, data, contents and any others content in relation to BIG POS to the third
party service provider either in Australia or located overseas. The Company rights under this clause 11
shall survive termination or expiry of your usage of BIG POS.
15. PROHIBITED ACTIVITIES
You may not access or use BIG POS for any purpose other than purposes for which the Company made
BIG POS available. BIG POS may not be used in connection with any commercial endeavours except
those that are specifically endorsed or approved by the Company. You, as a licensee of BIG POS,
hereby agree to use BIG POS for the authorised purposes and in manner approve by the Company and
further agree not to use BIG POS for purposes other than those approved by the Company including
but not limited to the following:-
i. by any way, directly or indirectly, extract, retrieve, modify and/or copy any information, data
or other content of or from BIG POS;
ii. make any unauthorized use of BIG POS, including but not limited to collecting usernames
and/or email addresses of users by electronic or other means for the purpose of sending
unsolicited email, or creating user accounts by automated means or under false pretense;
iii. by any way circumvent, disable, or otherwise interfere with security and/or security-related
features of BIG POS;
iv. upload or transmit, attempt to upload or to transmit viruses or caused to upload or transmit any
virus, program, process, advertisement, communication, or other item to BIG POS or related
servers and networks;
v. not to interferes whether directly or indirectly with any other user uninterrupted use and
enjoyment of BIG POS or modifies, impairs, disrupts, alters, or interferes with the use,
features, functions, operation, or maintenance of BIG POS;
vi. trick, defraud, or mislead the Company and/or other users, especially in any attempt to obtain
any sensitive account information including but not limited other user passwords, information,
accounts details;
vii. impersonate or attempt to impersonate another user or person or use the username of another
user;
viii. make improper use of the Company support services or submit false reports of abuse or
misconduct;
ix. interfere with, disrupt, create an undue burden or caused an undue burden onto the server, the
networks and/or services connected to BIG POS;
x. decipher, decompile, disassemble, or reverse engineer or attempt to decipher, decompile,
disassemble, or reverse engineer BIG POS and/or any of the software of the Company;
xi. delete the copyright or other proprietary rights notice from any of the Company’s or other
user’s Content;
xii. disparage, tarnish, or otherwise, in the Company’s opinion, harm or may have any adverse
effect to the Company and/or BIG POS;
xiii. use BIG POS for purposes other than those approved by us and/or in a manner inconsistent
with this Agreement and/or any applicable laws or regulations.
16. TERM AND TERMINATION
This Agreement shall at times remain in full force and effect while You use and/or continue to use BIG
POS, whether or not registered to be a member or continue to maintain as a member of the Company,
whichever applicable.
Without Prejudice to any other rights of the Company, the Company reserves the right to, in company’s
sole discretion and without notice or liability, deny access to and use of BIG POS and the company
other services, to any person for any reason or for no reason at all, including without limitation for
failure to pay the Subscription Fees upon the expiry of the Terms, breach of any representation,
warranty or covenant contained in this Agreement, or of any applicable law or regulation, conducted or
attempt to conduct any act, which in the Company sole discretion thinks that, it may have any adverse
effect to the Company and/or BIG POS and company may terminate your License and the company
services, delete Your profile and any content or information that You have stored with the Company at
any time, without warning, in company’s sole discretion.
Any provisions of this Agreement including but not limited to Your obligation, undertaking,
representation, warranties and/or covenant, that, in order to fulfil the purposes of such provisions, shall
survive the termination or expiration of this Agreement, shall be deemed to survive for as long as
necessary to fulfil such purposes.
In the event the Company at its own discretion terminates or suspends Your account and/or terminate
your license to use BIG POS for any pursuant to the terms herein, You are then prohibited from
re-installing BIG POS, re-registering and/or creating a new account under either under Your own name,
a fake or borrowed name, or the name of any third party. The Company reserves its right to take
appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Upon termination of this Agreement, Your shall forthwith uninstall BIG POS from all Your devices
destroy any downloaded materials in Your possession whether in electronic or printed format and stop
using BIG POS.
If this Agreement is terminated by You prior to the expiration of the Term, You are deemed to be in
breach of this Agreement and shall be liable to pay the Company the total of the Subscription Fees and
Payment Terminal Rental Fees (whichever applicable) from the termination date up to the expiry of the
Term.
17. COPYRIGHT INFRINGEMENT
In the event You believe that Your Intellectual Property Rights has been infringed or otherwise
violated, kindly report to the Company and submit together with the following supporting documents
and/or information:
i. A physical or electronic signature of a person authorized to act on Your behalf with an
exclusive right that is allegedly infringed;
ii. Identification of the copyrighted work claimed to have been infringed or, if multiple
copyrighted works at a single online site are covered by a single notification, a representative
list of such works at that site;
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed, or access to which is to be disabled, and information and/or
supporting documentation reasonably sufficient to permit to the Company, to identify the said
infringement;
iv. Your information to permit the Company, to contact the complaining party, such as address,
telephone number and, if available, e-mail address; and
v. A statement that the You have a good faith belief that use of the content, and/or material in a
manner complained of is not authorized by the copyright owner, its agent, or the law.
Upon the Company received report regarding to Intellectual Property Rights infringement, the
Company shall commence its own investigation on the said infringement and thereafter the Company
shall at its own discretion to delete the Content which is reported for any infringement of Intellectual
Property Rights submit/ uploaded by the user to BIG POS.
18. DISCLAIMER
To the extent permissible by law, the Company shall not in anyway be held responsible for and liable
for any loss or damage suffered by You and/or any party related to You, arising from the use of BIG
POS and/or the use of information contained therein including (but not limited to) the following:
i. any direct, indirect, incidental, consequential, or punitive damages (including without
limitation to loss of revenue, loss of profits, loss of business opportunity or loss of data)
arising out of or relating to these terms, or access to or use of BIG POS, content and/or
purchase You made therein;
ii. any Content or submissions to BIG POS, where any user of the website uploaded which has
infringed intellectual property of a third party AND the prior approval for the usage of the said
intellectual property has not been obtained. The Company shall not be held liable for any
hyper-linking to other website;
iii. any access, use or inability to access or use BIG POS, use of or reliance on any contents of
BIG POS;
iv. any loss, missing and/or corruption of Your information, file and/or data store with the
Company; and/or
v. any system, server or connection failure, error, omission, interruption, interception, delay in
operation or transmission, or computer virus.
The Company makes no warranty whatsoever to You in respect of BIG POS and/or information
contents contained in BIG POS. The Company also does not warrant that BIG POS will be free from
errors and/or defects or that it will meet all Your requirements.
19. INDEMNITY
You shall at all times fully indemnify the Company or keep the Company indemnified from and against
any and all claims, proceedings, expenses, losses, damages and/or liabilities (as to the amount of which
the certificate of the Company shall, in the absence of manifest error, be conclusive and binding on
You) which the Company may incur or suffer arising from Your breach of this Agreement, Your misuse
of BIG POS (whether intentionally or unintentionally).
20. CONFIDENTIALITY
You shall not, without the Company prior written approval, disclose, reveal or cause to disclose or
reveal any of the Confidential Information (as defined herein) and any information contained in BIG
POS to any other party. You hereby warrant and covenant that You will take all reasonable steps to
protect the Confidential Information and to use reasonable means to defense disclosure to any
government authority. Your confidentiality and non-disclosure obligations shall survive the expiry or
termination of this Agreement and/or BIG POS (whichever is the case).
“Confidential Information” means information including but not limited to any of the Company’s
information relating to the business, affairs, finances, trade secrets, technologies, methodologies,
customers and suppliers of the parties that is by its nature confidential but does not include:
i. information already known to the receiving party at the time of disclosure by the other party;
or
ii. information in the public domain other than as a result of disclosure by a party in breach of its
obligations of confidentiality.
21. LANGUAGE
The Company confirms that English shall be the language of this Agreement, and/or in BIG POS. This
chosen language shall prevail in the event of differences in meaning over the version of this Agreement
and/or in BIG POS in any other language.
22. GOVERNING LAW
This Agreement and Your use of BIG POS shall be governed by and construed in accordance with the
laws of Australian and its validity, construction and performance shall be interpreted in accordance
with the laws of Malaysia notwithstanding any conflicts of law principles. The parties hereby submit to
the exclusive jurisdiction of the courts of Australia.
23. SEVERABILITY
If any of the provision under this Agreement is illegal, prohibited, unenforceable or hereinafter illegal,
prohibited, unenforceable or found by a court of competent jurisdiction to be void or unenforceable, in
whole or in part, such provisions shall be deemed to be deleted from this Agreement and the remaining
provisions of this Agreement shall survive and remain in full force and effect. Notwithstanding the
foregoing, the Company may thereupon at its sole discretion amend, vary and/or modify such provision
to comply with the applicable law as the Company deems fit.
24. CORRECTIONS
Any typographical errors, inaccuracies, or omissions that may relate to this Agreement and/or BIG
POS, including descriptions, pricing, availability, and various other information. The Company shall
reserve the right to correct any errors, inaccuracies, or omissions and to change, modify and/or update
the information in BIG POS at any time, without prior notice.
25. KNOWLEDGE OR ACQUIESCENCE BY THE COMPANY
Knowledge or acquiescence by the Company of any of Your breach of any of the terms conditions
under this Agreement and/or failure to exercise, nor delay in exercising, on the part of the Company
any of its right under this Agreement shall operate as a waiver to the exercise of such right or be
deemed to be a waiver of such conditions or covenants or any of part thereof. Notwithstanding such
knowledge or acquiescence or failure to exercise or delay in exercising of the Company rights, You
shall continue comply and perform the terms and conditions herein strictly. The rights and remedies of
the Company under this Agreement are cumulative and are in addition to any rights and remedies
provided by law.
No rights of the Company or any part thereof shall be waived or varied unless by and express waiver or
variation in writing.
26. ASSIGNMENT
You shall not by any way, sell, transfer and/or assign any of Your rights or obligation arising from this
Agreement, Your account hold with us, license to use BIG POS to a third party or cause a third party to
succeed such right or obligation, without the prior written consent of the Company.
27. NOTICES
Except as explicitly stated otherwise, any notices given to Company shall be given by email to the
address listed in the contact information below. Any notices given to You shall be given to the email
address You provided during the registration process, or such any amendment thereof which has been
furnished to and registered with the Company. Notice shall be deemed to be served to You upon
twenty-four (24) hours after the email is sent, provided always that the sending party is not notified that
the email address is invalid.
Contact details: 322 King William St. Adelaide SA 5000
Email address: info@bigpos.com
Phone No.:03 9021 2299
Visiting the Company’s website, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and You hereby agree that all
agreements, notices, disclosures, and other communications provided by the Company to You
electronically, via email and/or notice posted on the Company’s website, shall satisfy any legal
requirement for such communication to be in writing. You hereby further waive any rights or
requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which
require an original signature or delivery or retention of non-electronic records, or to payments or the
granting of credits by any means other than electronic means.
28. INDEPENDENT LEGAL ADVICE
You hereby confirm, represents and warrants to the Company You have sought, obtained and relied
upon its own independent legal advice pertaining to this Agreement and have not relied upon any
representation, statement or advice from the Company and/or agent of the Company.
29. SUCCESSORS BOUND
This Agreement shall be binding upon and enure for the benefit of the successors in title, transferees
and assigns of the Company and upon Your successors in title, permitted assignees or upon the Your
heirs and personal representatives.