Terms and Conditions

1.1. "Software" refers to third-party software products supplied by CleanERP, including but not limited to Sage, Employment Hero, and other software specified in the Proposal, as well as any proprietary software developed by CleanERP.

1.2. "Proposal" means the written document provided by CleanERP to the Client detailing the Software, subscription terms, support services, consulting services (if applicable), pricing, and any applicable expenses.

1.3. "Subscription" refers to the Client's licence to use the Software as provided by the third-party vendor or CleanERP and facilitated by CleanERP.

1.4. "Support Services" means break-fix support to ensure the Software operates as specified by the Vendor or CleanERP, excluding training, report writing, or professional services unless otherwise stated in the Proposal.

1.5. "Vendor" refers to the third-party provider of the Software (e.g., Sage, Employment Hero), excluding CleanERP's proprietary software.

1.6. "Initial Subscription Term" refers to the initial duration of the Software subscription as specified in the Proposal.

1.7. "Cancellation Period" refers to the notice period required for terminating a Subscription, as specified in the Proposal.

1.8. "Business Hours" means 09:00 to 17:30, Monday to Friday, excluding public holidays in Victoria, Australia.

1.9. "CPI" means the Consumer Price Index (All Groups, Weighted Average of Eight Capital Cities) published by the Australian Bureau of Statistics.

1.10. "Expenses" means reasonable out-of-pocket costs incurred by CleanERP in providing Software subscriptions, Support Services, or Consulting Services, including but not limited to travel, accommodation, or third-party service fees.

2.1. Software Supply: CleanERP will facilitate the provision of Software subscriptions to the Client as outlined in the Proposal. The Software is provided under the terms and conditions set by the respective Vendor (for third-party software) or CleanERP (for proprietary software), which are incorporated into these Terms by reference.

2.2. Support Services: Where included in the Proposal, CleanERP will provide break-fix Support Services to ensure the Software functions as specified by the Vendor or CleanERP. Support Services do not include training, report writing, or professional services unless explicitly stated in the Proposal.

2.3. Consulting Services: Where included in the Proposal, CleanERP may provide consulting services, such as implementation or configuration, subject to the terms outlined in the Proposal.

2.4. Vendor Terms: The Client acknowledges that third-party Software is subject to the Vendor's terms and conditions, including but not limited to licensing, usage restrictions, Initial Subscription Term, and Cancellation Period. CleanERP will provide these terms in the Proposal or upon request.

2.5. Proposal: The specific Software, subscription terms, pricing, Support Services, Consulting Services, and any applicable Expenses will be outlined in the Proposal, which forms part of this agreement. In case of any conflict between the Proposal and these Terms, the Proposal prevails.

3.1. Compliance with Vendor Terms: The Client agrees to comply with all Vendor terms and conditions applicable to third-party Software and CleanERP's terms for proprietary software, including licensing restrictions, usage policies, and subscription terms.

3.2. Accurate Information: The Client must provide accurate and complete information to CleanERP for the setup and provision of the Software, Support Services, and Consulting Services.

3.3. Proper Use: The Client agrees to use the Software in accordance with its intended purpose and the Vendor's or CleanERP's guidelines.

3.4. Trained Staff: The Client is responsible for ensuring that its staff are adequately trained and, where required by the Vendor or CleanERP, certified to use the Software. Support Services provided by CleanERP are not to be used for training purposes.

3.5. Payment: The Client agrees to pay all invoices issued by CleanERP, including for Software subscriptions, Support Services, computing Services, and Expenses, within 14 days of the invoice date, unless otherwise specified in the Proposal. Payments must be made in Australian Dollars (AUD) via the payment method specified by CleanERP.

4.1. Initial Subscription Term: The Initial Subscription Term for each Software product will be specified in the Proposal. The Client is obligated to maintain the Subscription for this period.

4.2. Cancellation: The Client may terminate a Subscription by providing written notice to CleanERP within the Cancellation Period specified in the Proposal. Early termination may incur fees as outlined by the Vendor or CleanERP in the Proposal.

4.3. Renewal: Unless otherwise specified in the Proposal, Subscriptions will automatically renew at the end of the Initial Subscription Term for additional periods of the same duration as the Initial Subscription Term, or as otherwise agreed with the Vendor or CleanERP, subject to the applicable terms and pricing.

4.4. Changes to Subscription: Any changes to the Subscription (e.g., additional users, features, or upgrades) must be agreed upon in writing and may be subject to additional fees or Vendor/CleanERP terms.

5.1. Scope: Where included in the Proposal, Support Services are limited to break-fix support to ensure the Software operates as specified by the Vendor or CleanERP. This includes troubleshooting and resolving technical issues within CleanERP's control.

5.2. Exclusions: Support Services do not include:

• Training on the use of the Software.
• Report writing or customisation.
• Professional services such as implementation, configuration, or consulting, unless explicitly included in the Proposal.
• Issues caused by the Client's misuse, unauthorised modifications, or failure to comply with Vendor or CleanERP requirements.

5.3. Availability: Support Services are provided during Business Hours (09:00 to 17:30, Monday to Friday, excluding public holidays in Victoria, Australia). Extended after-hours support may be arranged under a separate agreement, to be quoted separately by CleanERP.

5.4. Service Level Agreements (SLAs) for Response Times:

• System Down: For issues where the Software is non-functional, CleanERP will respond within 4 Business Hours of receiving a support ticket submitted through the specified method (e.g., via email to help@cleanerp.au).
• Payroll Issues: For issues related to Payroll where there is a risk of missing a pay run, CleanERP will respond within 4 Business Hours of receiving a support ticket submitted through the specified method.
• Performance Issues: For issues where the Software is functional but not performing as specified, CleanERP will respond within 8 Business Hours of receiving a support ticket submitted through the specified method.
• Response times are measured from the time CleanERP receives a properly submitted support ticket. These SLAs apply only to response times, not resolution times, which depend on the nature of the issue and Vendor or CleanERP involvement.

6.1. Invoices: CleanERP will issue invoices for Software subscriptions, Support Services, Consulting Services (if applicable), and Expenses as outlined in the Proposal.

6.2. Payment Due Date: All invoices are payable within 14 days of the invoice date. Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

6.3. Price Adjustments: CleanERP reserves the right to increase prices for Software subscriptions, Support Services, and Consulting Services annually, effective from 1 July, by the greater of the Consumer Price Index (CPI) or 3%. Clients will be notified of any price increase at least 30 days in advance.

6.4. Disputes: If the Client disputes an invoice, they must notify CleanERP in writing within 7 days of receiving the invoice, providing details of the dispute. The Client remains obligated to pay any undisputed amounts by the due date.

6.5. Taxes: All fees are exclusive of applicable taxes (e.g., GST), which will be added to invoices as required by Australian law.

6.6. Non-Payment: Failure to pay invoices on time may result in suspension or termination of Software access, Support Services, and Consulting Services, at CleanERP's discretion, without prejudice to any other remedies available to CleanERP.

6.7. Expenses: The Client agrees to reimburse CleanERP for reasonable Expenses incurred in providing Software subscriptions, Support Services, or Consulting Services, as detailed in the Proposal or agreed in writing. Such Expenses will be invoiced to the Client with supporting documentation and are payable within 14 days of invoice date.

7.1. Software Ownership: Third-party Software is owned by the respective Vendor, and CleanERP's proprietary software is owned by CleanERP. The Client's use of Software is governed by the Vendor's or CleanERP's licensing terms, as applicable. CleanERP does not grant any ownership rights to the Software.

7.2. Client Feedback: Any suggestions, comments, feedback, or ideas provided by the Client to CleanERP regarding the Software, including CleanERP's proprietary software, become the property of CleanERP. CleanERP may incorporate such feedback into its proprietary software or other products without obligation or compensation to the Client.

7.3. CleanERP Materials: Any materials, documentation, or intellectual property provided by CleanERP remain the property of CleanERP or its licensors. The Client is granted a non-exclusive, non-transferable licence to use such materials solely for the purpose of utilising the Software, Support Services, and Consulting Services.

8.1. Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of this agreement, except as required by law or with the other party's written consent.

8.2. This obligation survives the termination of this agreement.

9.1. Exclusion of Liability: To the maximum extent permitted by law, CleanERP is not liable for any indirect, consequential, incidental, or special damages, including but not limited to loss of profits, data, or business opportunities, arising from the use of the Software, Support Services, or Consulting Services.

9.2. Vendor Liability: CleanERP is not responsible for any issues, defects, or failures in third-party Software, which are governed by the Vendor's terms and warranties.

9.3. Maximum Liability: CleanERP's total liability under this agreement is limited to the amount paid by the Client for the Software, Support Services, Consulting Services, and Expenses in the 6 months preceding the claim.

9.4. Australian Consumer Law: Nothing in these Terms excludes or limits any rights or remedies available to the Client under the Australian Consumer Law that cannot be lawfully excluded.

9.5. No Guarantee of Fault-Free Software: The Client acknowledges that neither third-party Software nor CleanERP's proprietary software is guaranteed to be fault-free or free from errors, interruptions, or defects. CleanERP will use reasonable efforts to address issues through Support Services, subject to the terms of this agreement and any applicable Vendor terms.

10.1. By the Client: The Client may terminate a Subscription by providing written notice to CleanERP within the Cancellation Period specified in the Proposal, subject to any applicable Vendor or CleanERP fees or charges.

10.2. By CleanERP: CleanERP may terminate this agreement or suspend services if the Client:

• Fails to pay invoices within 30 days of the due date.
• Breaches these Terms or the Vendor's/CleanERP's terms and fails to remedy the breach within 14 days of written notice.
• Becomes insolvent or enters administration.

10.3. Effect of Termination: Upon termination, the Client must cease using the Software, and CleanERP will cease providing Support Services and Consulting Services. Any outstanding invoices, including for Expenses, remain payable.

11.1. Neither party is liable for delays or failure to perform obligations (except payment obligations) due to events beyond their reasonable control, including but not limited to natural disasters, government actions, or Vendor service disruptions.

12.1. This agreement is governed by the laws of Victoria, Australia.

12.2. Any disputes arising under this agreement will be subject to the exclusive jurisdiction of the courts of Victoria, Australia.

13.1. Entire Agreement: These Terms, together with the Proposal and any applicable Vendor or CleanERP terms, constitute the entire agreement between CleanERP and the Client, superseding all prior agreements or understandings.

13.2. Amendments: CleanERP may update these Terms from time to time. The Client will be notified of material changes, and continued use of the Software, Support Services, or Consulting Services constitutes acceptance of the updated Terms.

13.3. Assignment: The Client may not assign or transfer this agreement without CleanERP's written consent. CleanERP may assign this agreement to a successor entity in the event of a merger or acquisition.

13.4. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

13.5. Notices: Any notices under this agreement must be in writing and sent to CleanERP at 10 Hillton Court, Mansfield, VIC 3722, or via email to help@cleanerp.au, and to the Client at the address or email provided in the Proposal.