Quality Systems Toolbox (“Toolbox”, the “Service”) is the online business management system software made available at the URL https://toolbox.qualitysystems.com or other subdomains of qualitysystems.com (the “Website”).
Quality Systems Toolbox is owned and operated by BusinessHQ Pty Ltd, an Australian limited liability company (BusinessHQ”, “We”, “Us”).
If You register for Toolbox on behalf of a company or other entity, You represent and warrant that you have the authority to accept these Terms on their behalf.
By using the Service, You are deemed to have agreed to these Terms.
Access to and Use of the Service
You shall be responsible for obtaining and maintaining, at your own expense, all computer hardware, software, communication equipment, internet access accounts and access lines necessary to access and utilize the Service.
You may evaluate the Service under the defined trial usage conditions, with no obligation to continue to use the Service. If You choose to continue using the Service by converting a trial Project to a paid Project, You will be billed from the day You first added Your billing details into the Project. If You choose not to continue using the Services, You may delete Your trial Project in the Settings' section of the Project or allow the trial period to end without entering billing details in which case your trial Project will be automatically deleted.
After creating a Project in Toolbox, the Customer may authorise another person or persons to access the Project by inviting them to be a “Member” of the Project. You agree that:
- Customer determines who is invited to be a Member of that Project.
- Each Member will need to register or be registered for the Service.
- Customer is responsible for payment obligations arising from inviting Members
- Customer controls the Member’s level of access to that Project at all times and can change the Member’s level of access, at any time and for any reason, in which case that Member shall have that different level of access.
- Customer can revoke access, at any time and for any reason, in which case that person will cease to be Member of the Project.
Accounts and Passwords
To access the Services, you must create an account associated with a valid e-mail address.
Each login account may only be used by one individual.
You are responsible for maintaining the security of your account and password and for all activities that occur under your account. You will immediately reset your password and notify us of any unauthorized use of your account.
Provision of the Service
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data.
We will determine in our absolute discretion from time to time the data centre location from which the Service is provided.
You understand that BusinessHQ uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
We may use subcontractors to fulfill any or all of our obligations under this agreement.
The technical procedures, processes, methods of operation, and concepts which are embodied within Quality Systems Toolbox are proprietary rights of BusinessHQ.
BusinessHQ retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service, and this Agreement does not grant the Customer any intellectual property rights in the Service or any of its components.
In contracting with us for the Service, you obtain no rights to the hardware and other infrastructure and facilities used by us to deliver the Service.
You retain title to, and all Intellectual Property Rights in, the Data that you upload to the Service.
You grant BusinessHQ a licence to use, copy, transmit, store, and back-up Your Data for purposes related to provision of the Service to You.
BusinessHQ reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you. Such notice may be provided at any time by posting the changes to the Website, the Service, or by email to you.
BusinessHQ shall not be liable to You or to any third party for any modification, price change, suspension or discontinuance of the Service.
The Service is billed in advance on a monthly basis unless otherwise agreed in writing.
Upon registration of a credit card account, you give us authorisation to debit your credit card and all subsequent cards issued in renewal of that card for all charges each month.
The monthly charge will be determined according to the subscription fees in effect during the prior term, unless BusinessHQ has given you at least 30 days prior written notice of a change
If you believe your bill is incorrect, you must contact us in writing within 14 days of the issue date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Payments are non-refundable. There will be no refunds or credits for partial months of service. There will be no refunds for unused Member accounts.
BusinessHQ is obliged to collect GST from Australian customers and the invoice total will include GST. Customers in other jurisdictions are responsible for payment of all taxes and duties, and Customer will pay BusinessHQ for the Service without any reduction for Taxes. If Customer is required by law to withhold any Taxes from its payments to BusinessHQ, Customer must provide BusinessHQ with an official tax receipt or other appropriate documentation to support such withholding.
For payments made outside of the Service, You agree to designate one person as the responsible contact for purposes of billing and payment of fees (the “Billing Contact”) and provide BusinessHQ with complete and accurate billing and contact information. You agree to update this information within 14 days of any change to it.
Cancellation and Termination
Customer can choose to cancel the Service at any time, with Customer only liable for fees and expenses incurred up to the day of termination. To cancel the service, Customer shall delete the paid Project in the ‘Settings’ area.
All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is cancelled. You are responsible for exporting your data before you cancel the Service.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
BusinessHQ reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). You will continue to be charged during any period of suspension. BusinessHQ reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that BusinessHQ has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
Throughout the term of this Agreement, Customer may use Quality Systems Toolbox for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by BusinessHQ or condition posted on the Website.
You must comply with the Law. It is not acceptable to use our service for any purpose which violates local, State, Federal or international laws.
You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, BusinessHQ, or any other BusinessHQ service.
You must not transmit any worms or viruses or any code of a destructive nature.
You shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (b) modify or make derivative works based upon the Service; (c) reverse engineer or access the Service in order to build a competitive product or service.
You may only assign, novate, or transfer any of your rights under this agreement with our written consent.
We may in our absolute discretion assign, novate, or transfer all or any of our rights under this agreement.
Upon assignment or novation, the parties’ obligations and benefits under this agreement are binding on and shall benefit their respective representatives, successors and assigns.
BusinessHQ provides e-mail support for basic product usability and functionality queries and for technical support where issues arise for the product such as defects.
Scheduled Maintenance must be performed to servers from time to time. BusinessHQ will attempt to perform all scheduled maintenance at times that will affect the fewest customers. If scheduled maintenance requires the Service to be off-line for more than 30 minutes we will post details of the scheduled maintenance.
Unscheduled maintenance may need to be performed. If unscheduled maintenance requires the Service to be off-line for more than 30 minutes, we will post details of the event after the maintenance has been completed.
Quality Systems Toolbox may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. BusinessHQ is not responsible for any delays, delivery failures, or other damage resulting from such problems.
We will archive your data onto backup mechanisms on a regular basis for the purposes of disaster recovery. In the event of equipment failure or data corruption, we will restore from the last known good archive. In the event of corruption of all of our archives, or in the event that an old archive is used to restore data, you should be prepared to upload your data to the Service. We will not be liable for incomplete, out of date, corrupt or otherwise deficient Client Data recovered from our backups.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
BusinessHQ represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Quality Systems Toolbox help documentation under normal use and circumstances.
BusinessHQ does not warrant that (a) the service will meet your specific requirements, (b) the service will be uninterrupted, timely, secure, or error-free or operate in combination with any other hardware, software, system or data, (c) the results that may be obtained from the use of the service will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (e) any errors in the Service will be corrected. The service is provided to you strictly on an “as is” and “as available” basis, without any warranty whatsoever.
All other warranties, express or implied, including any warranties of merchantability or fitness for any particular purpose, are specifically excluded and disclaimed.
You indemnify, defend and hold harmless us and our employees, officers, agents, contractors and directors against any and all losses, costs, expenses and damages, including but not limited to reasonable legal fees, resulting from your own negligence, or reckless or intentional misconduct, or failure to perform your obligations and responsibilities under this agreement.
We are not liable to indemnify you for any of your costs, expenses or liabilities incurred in performing your obligations under this agreement, except to the extent that we agree to do so by written notice to you.
You expressly understand and agree that BusinessHQ shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenue, profits, goodwill, data or other intangible losses (even if BusinessHQ has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service; (b) unauthorized access to or alteration of your transmissions or data; (c) or any other matter relating to the Service.
You agree that under no circumstances will our total liability to you exceed the amounts paid by you to BusinessHQ in connection with your use of the service during the three (3) month period prior to the claim giving rise to such liability.
Choice of Law
The laws of Queensland, Australia apply to this agreement and the parties submit exclusively to the courts of that jurisdiction.
If any provision of this agreement is ruled by a court to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision or part provision of this agreement.
Relationship between the parties
Nothing in this agreement constitutes an agency, partnership, joint venture or contract of employment, or as a guarantee of future employment or engagement. It is the express intention of the parties to deny any such relationships.