These Terms are binding on any use of the Service and apply to you from the time that Kansoly provides you with access to the Service.
The Kansoly Service is a suite of software modules that customers can use to buy their telco services and manage their telco spend. The Service is accessed via the Kansoly “Website”.
By registering to use the Service you acknowledge that you have read and understood these Terms. You confirm that you have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
These Terms were last updated on 16 November 2017.
“Data” means any data inputted by you or with your authority into the Service and any information the Service creates.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, knowledge and any other intellectual or industrial property rights, anywhere in the world whether registered or not.
“Service” means the Kansoly a suite of software modules that customers can use to buy their telco services and manage their telco spend that can be accessed via the Kansoly “Website” (as may be changed or updated from time to time by Kansoly).
“Website” means the internet site at the domain www.Kansoly.com or any other site operated by Kansoly.
“Kansoly” (“we”, “us”, “our”) means Kansoly Pty Ltd (ACN 616 350 853) a company based in Melbourne, Victoria, Australia, and all future global subsidiaries of Kansoly Pty Ltd.
“Invited User” means any person or entity, that a Subscriber Admin has invited to use the Service.
“Service Admin” (“you”, “your”) means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
2. Use of Software
Kansoly grants you the right to access and use the Service with the user roles available to you. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You agree that:
- a) the Subscriber Admin sets who they make an Invited User and the level of user role access to the Service their Invited Users’ have;
- b) the Subscriber Admin can change their Invited Users’ level of access to the Service at any time, including denying access to the Service;
- c) the Subscriber Admin handles all their Invited Users’ use of the Service;
- d) if there is any dispute between a Subscriber Admin and their Invited User about Service access, the Subscriber Admin decides what access or level of access to the relevant Data or Service that Invited User has, if any.
3. Your Obligations
a) Payment obligations
You will pay all fees specified in Subscription Orders. Fees are based on subscribed Services not actual usage. Payment obligations are non-cancellable and fees paid are non-refundable. Subscribed Services cannot be decreased during the relevant subscription term.
Kansoly invoices will be emailed to you, or your nominated billing contact. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment You are responsible for payment of all taxes and duties in addition to the Access Fee.
We may suspend or end your access to the Services if fees are unpaid or overdue. If your account is suspended or ended for unpaid fees you remain liable for payment.
b) General obligations
You must only use the Service and Website for your own lawful internal business purposes and complying with Kansoly Terms. You may use the Service and Website to provide services to others. But if you do so you must ensure that you are authorised to do so and any of your Invited Users also comply and accept all terms of this Agreement.
c) Automated supplier transaction data delivered into your Kansoly account
Where available, the Service uses automated supplier data feeds free of charge. Should the need arise, Kansoly may pass on any supplier data provision charges. In such an event, Kansoly would first inform you via email to telling you the likely charge amount. You may decide to stop using automated supplier data feeds at any time. There may be a delay depending on supplier usual practice.
d) Access conditions
You must make sure that all user IDs and passwords used to access the Service are secure and confidential. If you think your password has been hacked, you can reset your password at the login page. You must notify Kansoly immediately of any unauthorised use of the Service. In this event, you must take all actions that Kansoly reasonably deems necessary to maintain Service security.
As a condition of these Terms, when using the Services, you must not:
- copy any content from our Services
- provide any data that is untrue or inaccurate;
- use the Services in any misleading, unlawful, or fraudulent manner;
- use data that is not intended for you;
- interfere with any other user’s access to the Services;
- interfere with our Services or try to access them using a method other than our interface and the instructions that we provide;
- use any automated tool to access, copy or extract information;
- reverse engineer any source code related to the Services;
- place any disproportionately large transaction volumes on our infrastructure or software;
4. Buyer and sellers are responsible for their telco services
Our Services include software to help users buy or sell telco services. Kansoly is not a principal in these transactions. Kansoly is not a party to any contract between buyers and sellers of telco service. We do not buy these telco services nor do we supply telco services. We exercise no control over any buyer’s ability to pay. We exercise no control over any supplier’s ability to deliver a quality service.
You indemnify Kansoly against: all claims, costs, damage, and loss arising from your breach or the breach of an Invited User, of any of these Terms or any obligation you may have to Kansoly, including (but not limited to) any costs relating to the recovery of any Subscription Order fees that are due but unpaid by you.
7. Intellectual Property
All Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Kansoly.
b) Ownership of Data
Any Intellectual Property Rights in, the Data remain your property. Your access to the Data is contingent on full payment of the Kansoly Subscription Order Fees when due. You grant Kansoly a license to store, transmit, back-up, and use, your Data for the purposes of providing you the Service.
c) Backup of Data
You must maintain copies of all Data inputted into the Service. Kansoly backs up your Data to prevent loss, but does not make any guarantees that Data will not be lost. Kansoly excludes liability for any loss of Data no matter how caused.
8. Warranties and Acknowledgements
You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service you bind the person on whose behalf you act to the performance of all obligations that you become subject to by these Terms, without limiting your own personal obligations under these Terms.
You acknowledge that:
- you are authorised to use the Service and to access Data that you input into the Website.
- Kansoly has no responsibility to any person other than you. Nothing in this Agreement confers a benefit on any other person other than you. If you use the Services for the benefit of anyone else, you agree that:
- i) you are responsible for ensuring that you have the right to do so;
- ii) you are responsible for authorising an Invited User and that their access to any data they input into the Service.
- iii) that Kansoly has no obligation to provide any person access to your Data without your authorisation and may refer any requests for access to you; and
- iv) you will indemnify Kansoly against any claims or loss relating to Kansoly’s refusal to provide any person access to your Data, or Kansoly’s making your Data to any person with your authorisation.
- The provision of, access to, and use of, the Services is on an “as is ” basis and at your own risk.
- Kansoly does not warrant that the use of the Service will be uninterrupted or error free.
- It is your responsibility to determine that the Services meet your needs
c) No warranties
Kansoly gives no warranty about the Services. Kansoly does not warrant that the Services will meet your requirements. To avoid doubt, all implied conditions or warranties are excluded as far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title, and non-infringement.
d) Consumer guarantees
You warrant and represent that you are using the Services as a business customer. Any statutory consumer guarantees intended to protect non-business customers do not apply to the supply of the Services, the Website, or these Terms.
e) Limitation of Liability
To the extent permitted by law, Kansoly excludes all liability and responsibility to you or your Indirect Users in contract or otherwise, for any loss (including loss of Data, savings, or goodwill) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
To the extent permitted by law, our maximum aggregate liability for all claims relating to the Service will be equal to the amounts paid by you to us for the past 12 months of the Service in question
If you are not satisfied with the Service, your sole and exclusive remedy is to end these Terms by using Clause 7.
a) Trial policy
You can test the Service when you first sign up, for the period described on your Subscription Order. There is no obligation to continue to use the Service at the end of the trial period. If you choose to pay for the Service, you will be billed from the day you first add your billing details to the Service. If you choose not to continue using the Service, you may delete your organisation in the ‘My Kansoly’ section of the Service.
We may at any time suspend or stop providing our Services to you if you breach these Terms or our policies. We may also suspend the provision of Services to you if and while we are investigating a suspected breach.
For the avoidance of doubt, you do not pay the invoices related to your Subscription Orders in full by the due date, Kansoly may suspend or end your use of the Service, the authority for all or any of your Invited Users to use the Service, or your rights of access to the Data.
10. Service availability
The Kansoly Services should be available 24 hours a day, seven days a week. But accidents happen and sometimes the Services. This is usually to permit maintenance or other development activity to take place. For planned outages, we will use reasonable endeavours to let you know beforehand. For unplanned outages, we will post updates on the Website about when we expect the Service to be back online.
a) Entire agreement
These Terms constitute the entire agreement between you and Kansoly about the subject matter of these Terms. The Terms replace any other prior agreements, or Terms. These Terms create no third-party beneficiary rights.
Kansoly’s failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Kansoly may assign its rights to any successor in interest of any business associated with the Services.
c) Governing law and jurisdiction
These Terms are governed by the laws of Victoria, Australia and you and we submit to the exclusive jurisdiction of the courts of that State, unless otherwise required by a mandatory law of any other jurisdiction.
Any notice given under these Terms must be in writing by email. Notices are deemed given when sent. Send notices to Kansoly at hello@Kansoly.com. We will send notices to you at the email address you gave when you set up your access to the Service.