Terms & Conditions
This Agreement is between Royal Order of Nothing and you (“Merchant”).
Restrictions On Use Of Materials
This service is owned and operated by Royal Order of Nothing. No material from www.royalorderofnothing.com.au or any Web Site owned, operated, licensed or controlled by Royal Order of Nothing may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way unless permission has been expressly granted by Royal Order of Nothing.
By accepting the Terms and Conditions of this agreement, the Merchant: (a) represents and warrants that he or she is 18 years old or older; (b) agrees to provide true, accurate, current and complete information about the Merchant as prompted by the Account Registration Form; and (c) agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by the Merchant is untrue, inaccurate, not current or incomplete, Royal Order of Nothing has the right to terminate the Merchant's account and refuse any and all current or future use of the Service.
Disclaimer of warranties and liabilities
The Service and Software are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. Neither this agreement or any documentation furnished under it is intended to express or imply any warranty, condition or representation that the online store services will be uninterrupted, timely or error-free or that the software will provide uninterrupted, timely or error free service. The security mechanism is the latest and highest incorporated in the software but can have inherent limitations and Merchant must determine that the Software adequately meets its requirements. Merchant acknowledges and agrees that any material and/or data downloaded or otherwise obtained through the use of the service is done at its own discretion and risk and that Merchant will be solely responsible for any damages to its computer system or loss of data that results from the download of such material and/or data. Royal Order of Nothing and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, shall not be liable, under any circumstances or legal theories whatsoever, for any loss of business, profits or goodwill, loss of use or data, interruption of business, or for any indirect, special, incidental or consequential damages of any character, even if Royal Order of Nothing is aware of the risk of such damages, that result in any way from Merchant's use or inability to use the online store services or the software, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the online store services or the software. Royal Order of Nothing's liability to Merchant shall not, for any reason, exceed the aggregate payments actually made by Merchant to Royal Order of Nothing over the course of the existing Term. Some jurisdictions do not allow the exclusion of certain warranties or liabilities, so some of the exclusions may not apply to you.
Royal Order of Nothing uses an external resource for multiple currency conversions available to most stores as an optional function. Royal Order of Nothing is not responsible for variations or fluctuations displayed through this currency converter or purchases derived from prices displayed through this currency converter. By using the currency conversion function the merchant accepts the full responsibility of the order and customer.
Should the merchant or any person accessing this Web Site respond with information, feedback, data, questions, comments, suggestions or the like regarding the content of (a) any document in this or any other Royal Order of Nothing Web Site or (b) any Royal Order of Nothing Software product, any such response shall be deemed not to be confidential and Royal Order of Nothing shall be free to reproduce, use, disclose and distribute the response to others without limitation. The merchant agrees that Royal Order of Nothing shall be free to use any ideas, concepts or techniques contained in the merchants response for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products incorporating such ideas, concepts or techniques.
2. No Compete Agreement
By using this Web Site the merchant is gaining knowledge of Royal Order of Nothing product concepts, and therefore the merchant is agreeing that he/she will not compete with Royal Order of Nothing products in any way, the merchant is agreeing that he/she will not develop, and have not developed a competing product or similar product to Royal Order of Nothing products and services. More specifically, the merchant is agreeing that he/she have not developed, and will not develop an Internet/Intranet commerce software product such as the shopping cart system.
3.1 Taxes. Merchant will pay or reimburse Royal Order of Nothing for all sales, use, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by Royal Order of Nothing under this agreement, excluding, however, income taxes or gross receipts taxes which may be levied against Royal Order of Nothing. Such taxes may be reflected on Merchant invoices.
4.1 Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this agreement are exclusive of GST for outside Australia and inclusive of GST within Australia.
4.2 In this clause the expressions “consideration”, “GST”, “input tax credit”, “recipient”, “supply” and “tax invoice” have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.
4.3 If GST is payable by the supplier on any supply made under this Agreement the recipient will pay to the supplier an amount equal to the GST payable on the supply. That amount will be paid at the same time that the consideration for the supply is payable under the Agreement and will be paid in addition to the consideration. The supplier shall upon receiving that amount from the recipient provide the recipient with a tax invoice in respect of the supply.
4.4 If at any time an adjustment event arises in respect of any supply made by the supplier under this Agreement, a corresponding adjustment will be made between the supplier and the recipient in respect of any amount paid to the supplier by the recipient under this clause and payments to give effect to the adjustment will be made.
4.5 Where the recipient is required is to pay for or reimburse an expense or outgoing of the supplier, the amount to be paid by the recipient is the amount of the expense or outgoing less any input tax credit in respect of such expense or outgoing that the supplier is entitled to.
5. Term and Termination
5.1 This agreement will commence on the date you or a representative on your permission 'checks' the "I ACCEPT" box to agree to the terms and conditions and shall continue thereafter on either a month to month basis or a yearly basis depending on the contract term the merchant signed up to.
5.2 Termination by Royal Order of Nothing. Royal Order of Nothing shall have the right, upon notice to Merchant, to terminate this Agreement specifically if: (a) Merchant fails to timely pay Royal Order of Nothing any amount due to Royal Order of Nothing under this Agreement; (b) Merchant materially breaches any term or condition this Agreement; or (c) Merchant (i) terminates or suspends its business activities; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.
5.3 Termination by Merchant. The merchant can cancel without notice or consequence at any time within the 10 day free trial period. Once the merchant has commenced with Royal Order of Nothing on a paid basis, the merchant will have the right, upon written (delivered via e-mail, post or fax and replied to by Royal Order of Nothing staff) notification to Royal Order of Nothing's office, to terminate this for any reason at any time giving 30 day's written notice. The remaining monthly or yearly payment in advance will be forfeited by the merchant in full. If a payment falls within the 30 days notice period the entire payment is forfeited by the merchant.
5.4 Obligations upon Termination or Expiration and Non-Renewal. Upon the expiration and non-renewal or termination of this Agreement for any reason, except for non-payment: (a) Merchant's access to, and use of, the Royal Order of Nothing Services will terminate; (b) Royal Order of Nothing will make available to Merchant all Merchant documents and other materials stored by Merchant on the Royal Order of Nothing Server; and (c) each party shall return any and all Confidential Information in its possession to the party that disclosed such Confidential Information and provide written verification of same.
5.5 Deletion of Information. Upon termination, Royal Order of Nothing reserves the right to delete from its servers, after offering to return information, any and all information contained in Merchant's account, including but not limited to order processing information, mailing lists, and any Web pages generated by the Software, without liability for any loss, costs, expense or damage suffered by Merchant
6. Merchant Obligations
6.1 The Merchant acknowledges and agrees that it shall be responsible for all goods and services offered at the Merchant's Store, all materials used or displayed at the Store, and all acts or omissions that occur at the Store or in connection with the Merchant's account or password. Certain Stores may be subject to additional requirements.
6.2 The Merchant agrees to display in the Store the Merchant's contact information, including but not limited to Merchant's company name, address, telephone number, fax number and e-mail address. The Merchant also agrees to update such information to keep it true, accurate, current and complete. Royal Order of Nothing will not be held responsible for incorrect billing information issued due to the Merchants inaccurate information supplied to Royal Order of Nothing.
6.3 The Merchant represents and warrants that it has full power and authority under all relevant laws and regulations:
(a) to offer and sell the goods and services offered at the Store, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Store;
(b) The Merchant represents and warrants that it will accurately describe all goods and services it is proposing to sell in it's Store.
(c) To provide for credit card payment or any other offered payment method and delivery of goods or services as specified at the Store
6.4 The Merchant represents and warrants that it will not engage in any activities:
(a) that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export controls or obscenity laws;
(b) that defame, impersonate or invade the privacy of any third party or entity;
(c) that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and,
(d) that are in any way connected with the transmission of "junk mail", "spam" or the unsolicited mass distribution of e-mail, or with any unethical marketing practices. If the merchant is found to be connected in the transmission of "spam" and/or "junk mail" using Royal Order of Nothing's email accounts and mail server, Royal Order of Nothing will take legal action against the merchant and heavy fines will be applied.
(e) Due to Royal Order of Nothing's restrictions on the content of material displayed, the merchant agrees not to display any form of adult material (pornography)
6.5 Royal Order of Nothing reserves the right to refuse to host or continue to host any Store which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) has substantially changed its goods or services or other material aspects of the Store from the time it was accepted; (3) has received a significant number of complaints for failing to be reasonably accessible to Customer or timely fulfil customer orders or adequately deal with customers' warranty or service requirements; (4) has become the subject of a government complaint or investigation; or (5) has violated or threatens to violate the provisions or intent of Royal Order of Nothing.
6.6 Non-solicitation. Customer acknowledges and agrees that the employees and consultants of Royal Order of Nothing are a valuable asset to Royal Order of Nothing and difficult to replace. Accordingly, Customer agrees that, during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Customer will not solicit or attempt to solicit any employee or consultant of Royal Order of Nothing.
7 Royal Order of Nothing Will;
1. Keep all information received from the customer in its possession and treat all information as confidential regardless of when disclosed.
2. Not use the information in any way adverse to the customer’s wishes or employ any of the customer’s information in any way which would be harmful to or against the interest of the customer.
3. Not sell the customer’s information for any purpose or reason.
4. Limit access of the customer’s information to the employees and legal and financial advisors of Royal Order of Nothing and will require all employees and advisors given access to the customer’s information to sign a written binder of secrecy and non use.
5. Not be responsible for any breach of the above terms and conditions through no fault of its own or through matters that are outside of its control (as, for example, but not limited to, “hacking” by third parties) and in this respect the customer
(i) releases Royal Order of Nothing, its directors, officers and employees from any claims, losses, damages, expenses and liabilities arising out of (directly or indirectly) or in connection with the said breaches and
(ii) indemnifies Royal Order of Nothing, its directors, officers and employees in respect of all claims, losses, damages, expenses and liabilities which arise as a consequence of or in connection with the said breaches.
8 Changes to this Agreement
Royal Order of Nothing will occasionally update this agreement. When we do, we will also revise the "last updated" date at the top of the Agreement statement.
This agreement constitutes the entire agreement between the parties as to its subject matter to the exclusion of any prior agreement whether written or oral express or in any way implied.
The construction, validity and performance of this agreement shall be governed in all respects by the law of Victoria Australia and the parties agree to submit to the exclusive jurisdiction of the Courts of Victoria Australia.
If any provision of this agreement is held to be invalid or unenforceable for any reason it shall be severable and shall not affect the remaining provisions of this agreement.
References to any party to this agreement shall be deemed to be references to or include as appropriate there respective successors and permitted assigns.