Terms & Conditions

Software Platform, Website and Mobile Application Terms & Conditions

1. Overview of Terms and Conditions:

The terms and conditions contained herein as well as the Privacy Policy (the Agreement) create a legally binding agreement between you (the User) and Tagitive Pty Ltd ACN 156 416 161.

You must agree to the terms and conditions set out in this Agreement if you wish to use the Tagitive website, mobile device application or software platform (collectively referred to as ‘the Programs’).

This Agreement contains the entire understanding between the Parties. All previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement.

If you use the Programs and/or download or use any associated software supplied by Tagitive, you expressly acknowledge and agree to be bound by the Agreement, and any future amendments and additions to the Agreement that may be published from time to time.

Tagitive reserves the right to amend the terms and conditions of this Agreement or its policies pertaining to the Programs at any time. These amendments will be effective from the time they are posted on the Program, iTunes Store, Google Play, or the Tagitive website.

It is your responsibility to regularly review this Agreement. If you continue to use the Programs after any amendments have been posted, this constitutes consent to an updated Agreement.

• Acceptance of Agreement

Your access to and use of the Programs is conditional upon your acceptance of all the terms and conditions outlined in this Agreement, and any other terms, conditions and notices on the Google Play or iTunes store, the software or mobile application itself, or the Tagitive website.

Where there are any inconsistencies between the terms of the Agreement and the content contained in the Programs, the terms of the Agreement shall prevail.

• Overview of Tagitive Programs

Tagitive is a cloud database accessible online or via the mobile application for asset tracking and management. When an item is tagged, key information and dates are entered into Tagitive through the Programs and easily accessible online.

Tagitive does not guarantee the effectiveness of the Programs and is unable to determine whether the information entered on the database is correct.

In the event of a third party providing tagging services, Tagitive will not be a party to any contract that may arise between a third party tagger if the tagger uses the system.

• Representations and Warranties

By using the Programs, you expressly warrant that you have the right, authority and capacity to enter this Agreement and agree to abide by the terms and conditions of this Agreement, and any future amendments to the Agreement.

Your use of the Programs is for your sole, individual use. You cannot authorise others to use and benefit from your user account, and may not assign or otherwise transfer your user account to any other entity or individual.

When using the Programs, you agree to comply with all applicable laws from your home country, and the country state and city you are located in.

It is your responsibility to ensure you have the correct Programs downloaded for your device. Tagitive is not liable if your device is incompatible with the Programs or if you have downloaded the wrong version of the Programs for your device.

Tagitive reserves the right to terminate this Agreement if you are using the Programs on an incompatible device.

• Disclaimer of Warranties

Tagitive does not make any representation, warranty or guarantee as to the reliability, timeliness, safety, quality, appropriateness, availability, accuracy or completeness of the Programs.

The Programs are provided to you strictly on an “as is” basis.

All conditions, representations and warranties, whether express, implied, statutory or otherwise, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are expressly excluded by Tagitive to the maximum extent permitted by law.

• Commencement Date

This Agreement commences on the day an account is created with Tagitive. By registering to use the Programs, you will be provided with an account that enables you to use the Programs.

• Your Obligations

By using the Programs, you agree that:

1. You will only use the Programs for lawful purposes;
2. You will not use the Programs for sending or storing unlawful material or for fraudulent purposes;
3. You will not use the Programs to cause nuisance, annoyance or inconvenience;
4. You will not impair the network’s proper operation;
5. You will not attempt to harm Tagitive in any way whatsoever;
6. You will not copy or distribute the Programs or other content without written permission from Tagitive;
7. You will only use the Programs for your own use and will not resell it to a third party;
8. You will keep your password and any identification we provide you to access the Programs secure and confidential;
9. You will immediately provide Tagitive with written notice if there has been unauthorised access to your account;
10. You will provide us with any proof of identity we may reasonably request; and
11. You will only use an access point or 4G or 4G data account which you are authorised to use.

• Licence Grant and Restrictions

Subject to the terms of this Agreement, Tagitive grants you a non-exclusive and non-transferable right to use the Programs solely for your own use. Any rights you are expressly granted under this Agreement are reserved by Tagitive and its licensors.

You are not permitted to license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Programs in any way. You cannot modify or make derivative works based upon the Programs, nor can you create Internet “links” to the Programs or “frame” or “mirror” any Programs on any other server or wireless or Internet-based device. You cannot reverse engineer the Programs in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Programs, or copy any ideas, features, functions or graphics of the Program. You cannot launch an automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and or performance of the Program.

• Payment Terms

The price of the Programs is quoted in Australian dollars and exclusive of GST. The pricing structure is currently costed per tag, per data record. Customers will be billed for their physical tags as well as their data records with the Programs.

Tagitive reserves its rights to impose a Payment Plan on customers for access to the Tagitive Programs for any reason. Prior to the imposition of this payment, Tagitive will notify you through your email address connected with your User Account of its intention to commence a Payment Plan and the terms and conditions therein. If you do not agree with the terms and conditions of the Payment Plan, you will be given 30 days to unsubscribe from the Programs and your access to the Programs will be terminated from the expiry of the 30 day timeframe. If you do not terminate your membership by the expiry of the 30 day timeframe, you will be taken to agree with terms and conditions of the Payment Plan authorise payments to subsequently commence until such time as you terminate your User Account and cancel the direct debits by written notice to us and your financier. You must ensure that the details of your payment method remain accurate and up-to-date. We may increase the monthly fee at any time by giving you at least one calendar months’ notice except where such increase is required by law or any regulatory authority (in which case we will try to give you reasonable notice). If we are unable to collect the monthly fee from your payment reason for any reason, including without limitation, expiration or insufficient funds, you remain responsible for any uncollected amounts and we may suspend or cancel your access to the Programs or website generally without giving you notice.

Any fees you may be charged for your use of the Programs are due immediately and are at Tagitive’s discretion. If you are in arrears for any amount whatsoever that is due and payable, Tagitive reserves its rights to deny you full access to the Programs until the arrears are reimbursed.

To the extent permitted by law, any refunds will be given at the sole discretion of Tagitive. In the event of refunds being approved, Tagitive will refund the value of the goods and services based on the price at which you purchased the goods and services. You agree that Tagitive may retain any incidental costs such as postage incurred in issuing a refund. Without limiting its discretion to refuse refunds, Tagitive may grant a refund for transactions that have been charged more than once due to an Internet error.

1. Ownership of Intellectual Property

Tagitive (and its licensors where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Programs. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Programs, or any intellectual property rights owned by Tagitive. The Tagitive name, the Tagitive logo, and the product names associated with the Programs are registered trade marks of Tagitive or third parties and no right or license is granted to you to use them.

1. Third Party Interactions

During your use of the Programs you may enter correspondence with, purchase goods and/or services from, or engage in promotions by third party service providers, advertisers, or sponsors showing their goods and/or services through the Programs. Any third party interactions, and any terms, conditions, warranties or representation associated with these third party activities is exclusively between you and any such third party. Tagitive does not endorse any sites on the Internet that are linked through the Programs, and is not in any circumstances responsible for any content, products, services or other materials on or available from such sites or third party providers.

Tagitive may rely on third party advertising and marketing supplied through the Programs. By accepting this Agreement and its future amendments as well as your use of the Programs constitutes your acceptance to receive notifications, advertising and marketing. You should notify us in writing if you do not wish to receive these advertising services. Tagitive may collate and release information regarding you and your use of the Programs on an anonymous basis as part of a customer profile or similar report or analysis. Tagitive may also collate, anonymise and release data for research, analysis, studies, and white papers. You agree that it is your responsibility to exercise reasonable precautions in all activity and interaction with any third parties on the Programs.

1. Indemnification

By entering into this Agreement and using the Programs, you agree that you shall defend, indemnify and hold harmless Tagitive and its directors, members, employees and agents from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with your violation or breach of any term of this Agreement or any applicable law or regulation whether or not referenced in this Agreement, your violation of any rights of any third party associated with the Programs or your misuse of the Programs.

1. Internet Delays

The Programs may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Tagitive is not responsible for any delays, business interruption, economic loss, or other damage caused in any way whatsoever.

1. Limitation of Liability

Tagitive does not make any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, security, accuracy, or completeness of the Programs. Tagitive does not represent or warrant that:

1. the Programs will operate in combination with any other hardware, software, system or data;
2. the Programs will meet your requirements or expectations;
3. any stored data will be accurate or reliable;
4. errors or defects in the Programs will be corrected; or
5. the Programs or the server(s) that make the Programs available are free of viruses or other harmful components.

The Programs are provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights are expressly disclaimed to the maximum extent permitted by law.

Tagitive does not make any representation, warranty or guarantee as to the reliability, safety, timeliness, quality, suitability, or availability of any services, products, or goods obtained from third parties through the use of the Programs. You acknowledge and agree that the entire risk arising out of your use of the Programs and any third party services or products remains solely with you to the maximum extent permitted by law.

1. Notice

Tagitive may give notice by means of a general notice on the Programs, electronic mail to your email address on record, or by written communication sent by express post or pre-paid post to your recorded address. Such notice is deemed to have been received by you at the lapse of 48 hours after mailing or posting (if sent by pre-paid post or express post) or 12 hours after sending (if sent by email).

You may give notice to Tagitive at any time by a nationally recognised overnight delivery service or by prepaid mail to Australia Post at:

PO Box 31

11 Lear Jet Drive

Caboolture QLD 4510

1. Assignment of Agreement

This Agreement cannot be assigned by you without obtaining prior written approval from Tagitive. However, it may be assigned without your consent by Tagitive to a parent or subsidiary company, an acquirer of assets, or a successor by merger.

Any purported assignment in breach of this section will be invalid.  

1. Dispute Resolution

Where a dispute, controversy or claim (Dispute) arises out of or in connection with the Agreement, including any question regarding its existence, validity or termination, the parties agree not to commence any Tribunal or Court proceedings in relation to the dispute unless the following procedure has been complied with (except where urgent interlocutory relief is sought):

1. The party claiming that a Dispute has come into existence must provide written notice to Tagitive outlining the nature of the Dispute, the outcome the complainant wants, and the action the complainant believes will settle the Dispute (the Dispute Notice).
2. The party receiving the Dispute Notice will attempt to provide a resolution within 14 days of the Notice.
3. During this 14-day period, the parties to the Dispute must use good faith to resolve the Dispute expeditiously by negotiation or other agreed means.
4. In order to resolve the Dispute expeditiously, you agree to promptly respond to any correspondence and/or requests by Tagitive and in any event no later than 48 hours;
5. If the parties cannot or will not agree on how the Dispute should be resolved within 2 (two) weeks of the Dispute Notice being issued, either party may refer the matter to a mediator. If the parties cannot agree on a Mediator, the Complainant will ask the Queensland Law Society to appoint a mediator.
6. The mediation will occur in Brisbane, Australia.
7. The parties must attend the mediation recommended by the Mediator, in good faith, and seek to resolve the Dispute through mediation or other alternative dispute resolution processes.
8. If thirty (30) days have elapsed after the start of the mediation and Dispute has not resolved, the mediation may be terminated. 
9. If the Dispute is not resolved at the conclusion of the mediation, either party may commence legal proceedings in relation to the Dispute.
10. Any attempts by the parties to resolve a Dispute pursuant to this clause shall be without prejudice to any other rights or entitlements of the Parties, by law or in equity. For the avoidance of doubt, this clause does not prejudice the right of either party to seek urgent injunctive, interlocutory or declaratory relief from a court in relation to the Dispute without first having attempted to resolve the Dispute in accordance with this clause.

1. Governing Law

This agreement is governed exclusively by the law of Queensland. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Programs is subject to the exclusive jurisdiction of the state and federal courts located in the State in which the dispute occurs.

There is no joint venture, partnership, employment or agency relation between you, Tagitive, or any third party provider as a result of your use of the Programs.

If any provision of this Agreement is held to be invalid or unenforceable, those provisions will be struck out. The remaining provisions will be enforced to the fullest extent under Australian law.

Any failure by Tagitive to enforce any right or provision in this Agreement does not constitute a waiver of those rights or provisions unless acknowledged and agreed to by Tagitive in writing.

This Agreement constitutes the entire agreement between you and Tagitive and supersedes and prevails over all prior or contemporaneous negotiations, discussions or agreements, whether written or verbal, between the parties regarding the subject matter.

1. Termination

This Agreement will continue to apply until it is terminated by either you or Tagitive.

Tagitive may terminate your User Account, the Agreement, and your access to the Programs at any time and without prior notice if it considers, at its sole discretion, that you have breached any aspect whatsoever of the Agreement. If Tagitive exercises its right of termination under this clause, you cannot sign up for another User Account and must cease using the Programs immediately.

• Discontinuance

If the Website is closed down for any reason whatsoever, then Tagitive will comply with its statutory record-keeping obligations and keep customer records private as required under the Privacy Act 1988 (Cth).

• Definitions

In this Agreement:

Agreement has the meaning outlined in clause 1;

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in the state or territory in which the Courier is a resident;

Confidential Information means the Agreement and any information about Tagitive, its operations, products, business, and any information that, if disclosed, could be detrimental to the interests of Tagitive.

Dispute has the meaning outlined in clause 17;

Dispute Notice has the meaning outlined in clause 17;

GST means goods and services tax or similar value added tax levied under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Parties means the parties to this Agreement;

Payment Plan means any recurring subscription-based payment that Tagitive may impose on Customers.