Terms and Conditions

General Disclaimer

By interacting, browsing or accessing any of the services that are provided by this website or Straightsell, the Client accepts and agrees to be bound by the Terms and Conditions that are set out below, without limitation or qualification. It should be noted that Straightsell retains the right to amend these terms and conditions at any time without notice to the Client.

These Terms and Conditions contain legal obligations; therefore it is advised that the Client read it carefully. All notices or further communications in respect to these terms and conditions must be in writing, and must be delivered by hand; mailed postage pre-paid, either by registered or certified mail, return receipt requested; or by overnight courier; to our mailing address.

eCommerce Terms and Conditions

Straightsell confirm that the following terms and conditions apply:

All proposals expire 30 days from the date of the proposal,
Any and all applicable recurring software hosting and service fees, plus the onboarding and licencing fee, is billed upon acceptance of this proposal,
All recurring software hosting and service fees are invoiced in advance,
All once off implementation costs are fixed to scope and are billed in equal monthly instalments over three (3) months (B2B and B2B & B2C plans only, unless otherwise agreed),
All once off implementation costs are fixed to scope and are billed based on the actual time incurred to implement, monthly in arrears (Advanced plan only, unless otherwise agreed),
All amounts due will be automatically deducted from your provided Credit Card or Bank Account, or are payable within 14 days of issue of invoice,
If you choose to establish a merchant facility or payment gateway account with Straightsell, you agree to our gateway terms and conditions available from our website,
Your website is created using a combination of code languages that are compliant with the Straightsell CMS. All dynamic shopping cart functionality, product lists and pages, ordering functionality including gateway pages, forms, and source code is owned by Straightsell and is non-transferable to another website host in the advent of you wishing to change hosts. You have ownership of all the images, content and original graphical design. Straightsell may supply you with a website template and static content pages, though they may not be compatible with any other platform system. Any copyrighted content and images that are provided by you to Straightsell are your responsibility,
Not more than 50,000 products will be listed on the website, or not more than 1,000,000 page views per month will processed for the website, otherwise dedicated servers would be required at additional cost, or server capacity for the website may be restricted,
In general, Straightsell supports the current and prior major release of Chrome, Firefox, Internet Explorer, Safari and Android at the time your website is tested for launch, with one exception; the Straightsell CMS supports Firefox only,
Where a proposal is entered into by a company then the director signing this proposal guarantees the obligations of their company under this agreement,
Any disbursement expenses, such as onsite training, are not included in any agreements and will be charged as incurred,
Your website project may be closed if launch does not occur within one year from the signoff of the proposal or by an agreed commencement date,
All services invoices are raised in summary by service type only, that is, Standard Implementation Service, Standard Add-on Service, and Custom Development Service, and not in proposal line item detail,
Our standard policy is no refunds, and no credits if you cancel after the month the invoice was rendered,
In the event you default in making payment and recovery action is undertaken, you will be responsible for all expenses in relation to the collection of the outstanding amount including, but not limited to, all charges and fees, legal costs on an indemnity basis, and disbursements, and
All pricing is quoted as GST exclusive.

Straightsell includes:

Access to all the modules of Straightsell including all eCommerce functionality,
Access to upgraded functionality (select Straightsell CMS and CatalogueLINK functionality only) released during the periods you continue to pay your annual service and annual hosting fees, and
Access to bug fixes for core Straightsell application as required.

Website hosting includes:

Your Straightsell website supported on a shared hosting infrastructure with the rest of our Straightsell clients,
Performance and security monitoring to ensure the security of your information,
Backup of your Straightsell website and data,
24 hour 7 day monitoring of the infrastructure supporting your Straightsell website,
Best effort availability for your website by way of infrastructure redundancy in the event of hardware failure, and
Support desk during office hours, 8:30am to 4:30pm (AEST).

Gateway Terms and Conditions

1. Introduction:

Straightsell refers to Straightsell Pty Ltd ABN 73 615 634 556 Trading As "Straightsell";

Client includes the directors and relevant associated parties that enlist the use of services provided by Straightsell;

Services refers to any goods and/or services that are supplied by Straightsell to the Client pursuant to the order of the Client and any other goods and/or services supplied by Straightsell incidental to the supply of any or all of the goods and/or services ordered by the Client; and

Terms refers to these terms and conditions.

2. General

(a) Any order received for Services to be supplied by Straightsell (whether oral or written) is deemed to be an order incorporating these Terms to the exclusion of all other terms and conditions, prior to discussions, representations, understandings or agreements regarding the Services.

(b) Straightsell reserves the right to amend these Terms at any time by written notice to the Client.

(c) No agreement is valid between the Client and Straightsell regarding the supply of the Services, until an order is received and accepted in writing by Straightsell.

(d) The Client may not cancel an order processed by Straightsell, without written authority by Straightsell. The Client agrees to indemnify Straightsell in full against all loss (including loss of profit), costs (including labour, damages, charges and expenses) that Straightsell may incur as a result of cancellation.

3. Description

Any description of the Services is given by way of identification and will not constitute a contract of sale by description.

Straightsell retains the right to correct any error or omission, in any sales information, quotation, invoice or other document, issued by Straightsell without any liability to Straightsell.

4. Payment

(a) The Client must pay all invoiced amounts for Services within 60 days of receiving an invoice from Straightsell. The Client agrees to pay all amounts incurred by the Client or any incurred as a result of the Username and password associated with the Client (whether authorised or not).

(b) The Client agrees that all payment amounts are nonrefundable.

(c) All amounts owing and outstanding by the Client to Straightsell on any account become immediately due and payable (without notice). Straightsell reserves the right to refuse to supply or re-supply, or to suspend or cease the supply of any Service(s) (as appropriate) until all amounts owed or owing by the Client to Straightsell are paid to Straightsell in full in cleared funds.

(c) The Client agrees to pay for any collection fees or charges (including legal fees and charges on a solicitor / client basis) Straightsell incurs in attempting to recover payment(s) owed by the Client.

5. Technical Advice

Straightsell assumes no liability for any technical advice, recommendation, information or assistance given, or the results obtained there from. Any advice given by Straightsell to a Client is given at the sole risk of, and subject to verification by, the Client and the Client hereby indemnifies and keeps indemnified Straightsell from and against any loss, damage cost or other expense of whatsoever nature in respect of the application of such advice by the Client.

6. Warranties

(a) Subject to the provisions of the Trade Practices Act 1974 (Cth) and any other relevant and applicable State and/or Commonwealth legislation (Statutory Provisions): Straightsell warrants that reasonable efforts will be made to ensure that the Services will be:

provided with due care and skill; and
of merchantable quality.

(b) Straightsell does not warrant that:

the Services will be uninterrupted or error free;
the Services will meet the Client's requirements, other than as set out in this agreement;
the Client's customers are entitled to use the credit card information they submit on the Client's website.

The Client will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded or downloaded by the Client from or to Straightsell server(s) does not contain any virus and will not corrupt the data or systems of any person in any way;
The Client will keep secure at all times all passwords and cryptographic keys used to access, process and download data from Straightsell server(s);
The Client will follow all cryptographic key management procedures specified by Straightsell;
The Client is solely responsible for persons accessing the Client's website and account and must not refer complaints or inquiries in relation thereto to Straightsell; and
all information and details the Client has supplied to Straightsell are true and correct.
Straightsell does not warrant the quality, accuracy or completeness of any information on this website; such information is provided "as is". This website may include inaccuracies or typographical errors. At no point shall Straightsell be held liable for any damages whatsoever, howsoever caused, arising directly or indirectly in connection with this website or its use including special, indirect or consequential loss or damage, or loss of profit, business, revenue, goodwill or anticipated savings.

7. Liability

(a) All conditions and warranties expressed or implied by the Statutory Provisions, law, trade, custom or usage, are expressly excluded to the maximum extent permitted by law.

(b) Straightsell is not liable for, and the Client indemnifies Straightsell from and against, any damage or loss (including all direct and indirect damages, losses, costs and expenses) incurred by the Client after the Services have been provided, except to the extent that such damage or loss is a direct result of Straightsell's express instructions.

(c) Straightsell's liability for a breach of a condition or warranty implied into these Terms by the Statutory Provisions is limited to the full extent permitted by law to either of the following as determined by Straightsell in absolute and sole discretion:

The replacement of the Services or the resupply of equivalent Services;
Repair of the Services or payment of the cost of having the Services repaired;
Refunding the payment made by the Client, or part of that payment (where appropriate), for the Services ordered, or offering credit where payment has not been made.

8. Indemnity

(a) The Client indemnifies Straightsell and keeps Straightsell indemnified against all claims, suits, actions, demands, loss, costs, damage to property, expenses (including legal expenses on a full indemnity basis), judgments and awards made against Straightsell or incurred by Straightsell to the extent that such liability is caused by:

The Client's breach of the Terms;
The Client's (including employees and customers of the Client) acts or omissions (whether negligent or not);
any material or information issued from or to the Client using the Services, and the Client acknowledges that Straightsell does not vet, review or approve any such material or information and that the Services are used at the Client's risk;

(b) Straightsell indemnifies the Client and keeps the Client indemnified against all claims, suits, actions, demands, loss, costs, damage to property, expenses (including legal expenses on a full indemnity basis), judgments and awards made against the Client or incurred by the Client to the extent that such liability is caused by:

Straightsell's breach of these Terms (including warranties);
Straightsell's (including employees of Straightsell) negligent acts or omissions;

(c) The Client indemnifies Straightsell and keeps Straightsell indemnified from and against all claims, tort, liability and expense on account of any injury or damage except for the portion of the damage directly caused by Straightsell's negligence.

(d) This clause 8 constitutes a continuing indemnity and is in addition to any other rights Straightsell may have, and the Client agrees to the burden of proof in respect to any alleged defect in the Services.

9. Suspension

Straightsell may suspend the Service (or any part thereof) or disconnect or deny the Client access to the Service to remedy any defect or failure or to improve the Service, or in any other instance Straightsell deems necessary, or if the Client is in breach of the Terms. The Client will remain liable for all charges and fees throughout any period of suspension.

10. Appointments

For the purposes of providing the Services, Straightsell may appoint other persons or entities to manage or carry out certain parts of the Services on Straightsell's behalf and may remove any persons or entities such appointed.

11. Merchant Account

The Client will be required to obtain (if not obtained already) a merchant account from a banking institution in order to receive the Services. The Client agrees to abide by the terms and conditions of such an account at all times.

12. Procedures

The Client must comply with the directions and procedures that Straightsell provides in regard to the use of the Services.

13. Intellectual Property

(a) The Client agrees that nothing in these Terms transfers or assigns any intellectual property rights from Straightsell to the Client.

(b) Straightsell either owns the intellectual property rights in the underlying HTML, audio clips, text, Java scripts and other content that is made available to the Client on this website, or has obtained the permission of the owner of such intellectual property to be utilized on this website.

(c) the Client acknowledges and agrees that it does not have any rights in the intellectual property in or associated with Straightsell, the underlying HTML, audio clips, text, Java scripts and other content made available on this website other than pursuant to the Licence under these Terms and Conditions.

14. Intellectual Property Notice.

15. Spam

Straightsell may refuse, suspend or cancel the Services, or take any other action deemed necessary, immediately if:

The Client, or any user of the Client's website, uses and/or used the Services for the purposes of spamming;

if any other person has used Straightsell server(s) or the Services for the purposes of spamming;

16. Credit Check

The Client consents to, and agrees to provide the necessary assistance for, Straightsell to obtain a credit report from a recognised credit reporting agency containing personal information for business purposes, including the assessment of an order for Services or collection of overdue accounts.

17. Users

Without prior written consent from Straightsell, the Client will not operate more than one business from a Straightsell account established for the Client.

18. Prices and Taxes

(a) In this clause the terms 'GST', 'supply' and 'taxable supply' have the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(b) All prices and quotes provided by Straightsell are estimates only and do not constitute an agreement to supply Services in accordance with that price/ quote and are subject to alteration.

(c) Unless expressly stated otherwise all prices are exclusive of GST. The amount to be paid or other consideration to be provided to Straightsell for any taxable supply Straightsell makes that is governed by or connected with these Terms must be increased by an amount equal to any GST which Straightsell become liable to pay in respect of that supply so that Straightsell retain after the payment of GST the amount which Straightsell would have been entitled to receive but for our obligation to pay GST.

(d) Unless expressly stated otherwise all fees are billed on a per transaction basis.

(e) The Client acknowledges and agrees that Straightsell may apply a retail margin to the merchant service fee declared by the Client's acquirer.

19. Miscellaneous

(a) Any right created by the Terms may only be waived in writing and signed by the party granting the waiver.

(b) The Client may not assign any rights and/ or obligations under this agreement without prior written consent from Straightsell.

(d) The Terms are governed by the laws applicable in Australian Capital Territory, Australia.

(e) If any part or provision of the Terms or their application to any person or circumstance is illegal or unenforceable the part or provision will be interpreted as may be necessary to ensure it is not illegal or unenforceable and if any part or provision can not be so interpreted then it will be severed from the Terms and the remaining provisions will continue in force.

20. Confidentiality

The Parties agrees to keep confidential (and not disclose or use) and take all reasonable steps to ensure that their employees, agents etc keep confidential, at all times all information regarding the other party including without limitation the affairs, systems, procedures, strategies, customers and pricing ('Confidential Information') related to the other party. The obligations of confidentiality do not apply if the Confidential Information is already in the public domain (other than as a result of a breach of this or a similar agreement) or if a party is required to disclose such information by any law or court order.

21. Force Majeure

Straightsell is not liable for any failure to perform or delay in performing its obligations under these Terms if that failure is due to anything beyond reasonable control of Straightsell which includes, without limitation, strikes, lockouts, shortages of raw materials, fuel, power, labour, transport, acts of God, fire, riot, explosion, accident, sabotage, breakdowns or machinery. A force majeure event does not affect either party's obligation to make any payment.

22. Limited License

(a) Subject to compliance with these Terms and Conditions, Straightsell grants the Client a limited license to display, print, download and use the underlying HTML, text, audio clips and other content on the Client's computer, that is made available to the Client on this website, for non-commercial, personal, or educational purposes only (Licence), provided that:

The Client does not modify, alter or deface any such content; and
The Client includes and displays on each copy of such content, the associated copyright notice and its limited License.
No other use is permitted.

(b) Without limiting the generality of the foregoing, the Client may not:

Make any commercial use of such content;
Include such content in or with any product that the Client creates or distributes; or
Copy such content onto any other website (this includes websites owned by the Client).

(c) Notwithstanding the above, nothing contained in this License shall be construed as conferring any right under any copyright of Straightsell or any other person who owns the copyright in content provided on this website.

23. Registration, Accounts and Passwords

(a) Straightsell provides services and related features that may require registration. Should the Client choose to register for such services or related features, the Client agrees to provide accurate and current information as required by the relevant registration process, and to promptly update such information as necessary to ensure that all information is kept accurate and complete. the Client agrees to be responsible for the following:

Maintaining the confidentiality of any passwords or other account identifiers owned by the Client.
Maintaining the confidentiality of all activities that occur under the account that is associated to the Client.

(b) the Client agrees to notify Straightsell of any unauthorised use of the Client's password or account. Straightsell at no point shall be held responsible or liable, directly or indirectly, for any loss or damage of any kind incurred as a result of, or in connection with, the Client's failure to comply with this section.

24. Trade-Marks

"Straightsell" is a trade-mark of Straightsell Pty Ltd. The names of all other products and/or services mentioned on this website are the trade-marks of their respective owners. The displays of trade-marks or trade names on this website do not convey or create any license or other rights in these marks or names. Any unauthorised use of these marks or names is strictly prohibited.

25. Information Privacy and Security

(a) Straightsell warrants to the Client that it complies and will comply with the Privacy Act 1988 (Cth) and associated Australian Privacy Principles.

(b) Straightsell will only use transaction data for payment processing. This data is available to the Client upon request at any time. Straightsell agrees to provide card tokens as directed by the Client, to another Level 1 PCI DSS Compliant payment service provider.

(c) Straightsell warrants that it complies, and will continue to comply with the requirements of the Payment Card Industry Data Security Standards. We will maintain Level 1 PCI DSS Compliance, and provide evidence of our Certificate of Compliance upon the completion of our annual security audit.

(d) Straightsell warrants that all services and data will be hosted within Australia, unless unforeseen circumstances require us to host outside of our primary data centres.

(e) Straightsell will provide a copy of our Attestation of Compliance upon the completion of our annual security audit. In the event of a breach, Straightsell agrees to provide a full incident report and any additional information related to the breach at request of the Client along with the confirmation of steps to remediate the breach.