w3shop Extension Terms & Conditions
(A) This addendum is an Addendum to the subscription agreement (the “Subscription Agreement”) between Nettl Australia Limited (NZ Company Number 6845335) (“Licensor”, “Nettl Australia Limited”, “us” or “we”) and the subscriber (“Licensee” or “you”) detailed in the quotation sent to you (the “Quotation”), it forms part of and is incorporated into the Subscription Agreement.
(B) Terms defined in the Subscription Agreement or any other Addendum where used in this Addendum shall have the same meaning as set out in the Subscription Agreement or other Addendum. Where there is any conflict between clauses and terms in this Addendum and clauses and terms in the Subscription Agreement this Addendum shall prevail.
(C) The Licensee wishes to access the w3shop functionality of the Platform upon the terms and subject to the conditions set out below.
1 Operative provisions
In this Addendum the following expressions shall have the following meanings:
means those charges payable by the Licensee for add-on services and functions not included as standard in each w3shop (standard functions and services being those that are universally available to all other licensees that have taken the w3shop Addendum). Details of the relevant charges that will be payable in respect of the non standard functionality / services will be as specified on the Licensor’s website from time to time and the Licensor shall invoice any such charges weekly in arrears;
the numbers set out in the Quotation under the heading Included w3shops;
The period of 90 (ninety) days following the commencement of this Addendum;
the sum set out in the Quotation under the heading w3shop Fee per w3shop.
2 Description of the w3shop
2.1 The w3shop is a function of the Platform that makes publicly accessible websites available for the Licensee to list and display products and services for sale by it together with facilities for taking electronic payment (a shopping cart) from Customers.
3 Fees and Payment
3.1 In respect of each calendar month (save for the first calendar month) during which for any part of that calendar month each w3shop is enabled on the Platform for use by the Licensee the Licensee agrees and undertakes to pay to the Licensor the w3shop Fee (plus GST, if any) for each w3shop made available to it (excluding Included w3shops), monthly in arrears which shall be paid by the Licensee on the payment dates and by such method as is set out in the Quotation under the headings Payment Terms and Payment Method respectively. Included w3shops will be invoiced by the Licensor monthly in advance and which shall be paid by the Licensee on the payment dates and by such method as is set out in the Quotation under the headings Payment Terms and Payment Method respectively.
4 Use of w3shop
4.1 In addition to any other provision of the Subscription Agreement regarding use of the Platform the Licensee agrees and undertakes that it shall at all times use each w3shop as a conventional website, shall at all times comply, and cause users to comply, with such policies (including acceptable use and privacy policies) applicable to the w3shop (which the Licensor may notify the Licensee of from time to time) and in respect of each w3shop it will not:
4.1.1 do any act which the Licensor reasonably requests the Licensee not to do;
4.1.2 involve itself in spamming or sending of other unsolicited email, mail bombing, system flooding, mass downloading, distribution of Bugs or similar;
4.1.3 use a w3shop for chat pages, contests or any other high volume activities, or in any way which may result in excessive load on the Licensor’s equipment;
4.1.4 permit anything to appear on the w3shop that is or could be considered defamatory, politically extreme, immoral, obscene, blasphemous, or which could otherwise offend public decency.
4.2 The Licensee acknowledges and agrees that if the Licensor reasonably considers that a w3shop is being used for any purpose other than as a conventional website or in breach of any of the above provisions or otherwise, in the common sense of the word, improper, then it may without prior notice take down the w3shop in question without incurring any liability whatsoever to the Licensee;
4.3 The Licensee acknowledges and agrees that it is not envisaged that any w3shop will exceed such bandwidth as the Licensor acting reasonably considers appropriate (having regard to the size of the customer and the intended purpose of the w3shop and the fact that it is envisaged that only low volumes of traffic will be driven through the w3shop), but if such bandwidth is materially exceeded and/or is regularly exceeded the Licensor will notify the Licensee of such breach (or breaches) of bandwidth and the Licensor may, in its sole discretion, charge the Licensee for each gigabyte of data (in and out) at a rate equivalent to the per gigabyte data charge of Licensor’s internet service provider. If, after notice from the Licensor, the Licensee continues to regularly exceed the bandwidth, or materially exceeds the bandwidth on one or more occasions, the Licensor may, in its sole discretion and without prior notice suspend or otherwise take down the w3shop in question, without incurring any liability whatsoever to the Licensee.
5 Acknowledgments by the Licensee
5.1 The Licensee acknowledges and agrees that notwithstanding any other provision of the Subscription Agreement the total aggregate liability of the Licensor in respect of any and all causes of action arising out of or in connection with this Addendum (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall be limited to the aggregate w3shop fees paid by the Licensee in the twelve (12) months preceding the claim;
5.2 The Licensee acknowledges and agrees that w3shop functionality is a framework within the Platform that enables the Licensee to develop a website by selecting and populating functions within the Platform and that, beyond the standard functions and services made universally available to all other licensees, the Licensor may offer add-on services and functions in respect of which there may be Additional Charges and terms and conditions;
5.3 The Licensee acknowledges and agrees that as regards the provision of any w3shop pursuant to this Addendum any words and phrases which have a customarily accepted meaning within the IT industry shall have that meaning unless stated otherwise;
5.4 This Addendum shall commence on the date that the w3shop function of the Platform is enabled by the Licensor pursuant to the Licensee’s request and shall continue until the expiry or termination of the Subscription Agreement. Notwithstanding the foregoing the Licensee may terminate this Addendum by giving to the Licensor not less than three months prior written notice. Notwithstanding the foregoing the Licensee may terminate this Addendum by giving to the Licensor written notice at any time during the Trial Period and in the event that such notice is served the Licensee will be refunded any w3shop Fees paid. For the avoidance of any doubt the termination of this or any other Addendum shall not affect the remainder of the Subscription Agreement which shall continue in force until its termination or expiry.