Terms & Conditions
January 2020 : CU2 Global Pty Ltd (ABN 89 095 168 755)
Thank you for using CU2 Global.
This document describes the Terms & Conditions (“T&C”) governing the access to CU2 Global Pty Ltd “CU2”,” the Company”,”our”,”us” and it's subsidiary companies services provided via www.cu2global.com.
These T&C’s form an important part of our engagement with you constitutes a binding agreement, governing your access to our service. The T&C’s between CU2 and you or the legal entity you are acting on behalf of or you are an employee. You acknowledge that you have the full legal authority to act on their behalf and, after review of these T&C’s, you understand these T&C’s and you agree to proceed, binding you and any entity you represent to these T&C’s.
Our T&C’s may change from time to time in line with improves to our service offering and or in-law with our legal requirements.
1. Our Service.
1.1. We provide automated legacy modernization solutions. CU2 Global is an Artificial Intelligence and Robotic Process Automation engine (our “Service”) that converts 95%+ of a Microsoft Access Application and Database including all files, forms, applications and procedures.
1.2 Modification or Discontinuation of our Service. It is at CU2’s discretion to modify or discontinue any or all of a specific feature of our Service. In the event of a material change that is likely to impact on the core functionality of our Service, we will notify you by placing a message on our service or by emailing you.
2. Account Registration and Administration.
2.1 Registration. To use our Service, you will be required to create an account profile via an online registration process. By creating an account either as you or the legal entity you represent, you will become a customer of CU2 and you will have account administrator capability.
2.2 Registration Information. The creation of an account will require user profile information such as name and contact details to be provided. You acknowledge that all information provided by you to us is correct and complete. You also acknowledge that you will take full responsibly for the continual update of the user profile, information is secure and that you will contact us [email protected] should you be aware of any anomalies, security breach or third-party intervention.You, as the customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorised usage of your Account by either you or any other User or third party on your behalf.
2.3 User Verification. You acknowledge that from time to time, we may require additional information to confirm the user identity to protect the integrity of your account. This may be required as a result of a loss of password, loss of access or a similar event.
2.4 Multiple Users. It is the sole responsibility of you to decide to provide access to your account. You acknowledge that you are solely liable and responsible for understanding the settings, privileges and controls for our Service and for controlling who uses the Service.You are responsible for any user activities including their Service use, activities within the system as you acknowledge that any action taken by a User of Customer’s Account, is deemed by us as an authorised action by you.
3. Your Personal Data.
3.1. Your Personal Data. Customer Data is any data, attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you or any User and is processed by us on Customer’s behalf (the “Customer Data”).
4. Public User Submissions.
4.1. Public User Submissions. The Sites may have certain features that allow you to submit comments, information, and other materials publicly (collectively, “Public User Submissions”) and share such Public User Submissions with other Users, or the public. By submitting Public User Submissions through the Sites, you grant us a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Public User Submissions for any purpose, business, including without limitation, for publicising and promoting CU2.
5. Intellectual Property Rights; License.
5.1. Our Intellectual Property. The Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works are the property of CU2 and may be protected by applicable copyright or other intellectual property laws and treaties.
5.2. Use Restrictions. Except as expressly permitted in these Terms, You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
6. Privacy and Security.
6.1. Security. CU2 implements reasonable security measures and procedures to assist in protecting your Customer Data.
7. Third-Party Services; Links.
7.1. Third-Party Services. The Service enables you to engage and procure certain third party products and service in connection with our Service.
7.2. Independent Relationship. You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you, we merely act as an intermediary platform between you and such Third Party Services, and we do not, in any way, endorse any such Third Party Services, or shall be in any way responsible or liable with respect to any such Third Party Services.Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of your data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of a Third Party Service (the “Third Party Agreement”).
7.3. Payment for Third-Party Services. Third-Party Services may be offered free of charge or for a certain fee, either charged directly by the Third Party Service or by CU2. Payments to CU2 from some Third-Parties that may relate for a referral.
7.4. Change of Fees. Customer acknowledges that CU2 and any Third Party Service may change the fees for the Third Party Service from time to time, including imposing a new charge on a Third Party Service that was provided for free.
7.5. Limitations of Liability. CU2 bears no responsibility and/or liability for any links or Third Party Services, including without limitation, such third party service’s operability or interoperability with our service, security, accuracy, reliability, data protection and processing practices and the quality of its offerings, as well as any acts or omissions by third parties.
8. Subscription Term, Renewal and Fees Payment.
8.1. Order Form. Our order form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by Customer or any of the other Users to CU2.
8.2. Subscription Term. Unless otherwise stated, the Service is provided on a once off fee or fee per number of uploads (applications migrated) as specified in your Order Form.
8.3. Upload Fees. In consideration for the provision of the Service (except for Trial Service), Customer shall pay us the Upload fees per the purchased Subscription, as set forth in the applicable Order Form (the “Upload Fees”). Unless indicated otherwise, Upload Fees are stated in US dollars. Customer hereby authorises us, either directly or through our payment processing service, to charge such Upload Fees via Customer’s selected payment method, upon due date. Unless expressly set forth herein, the Upload Fees are non-cancelable and non-refundable. We reserve the right to change the Upload Fees at any time, upon notice to
8.4. Taxes. The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.
8.5. Billing. As part of registering, or submitting billing information, to the Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorises us (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company).
8.6. Discounts and Promotions. Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of the next upload will be at the full upload fee.
9. Refund Policy.
9.1. Refund Policy. If Customer is not satisfied with its initial purchase of our Service, the Customer may terminate such Service by providing us with a written notice, within 30 days of having first ordered such Services (the “Refund Period”). In the event that Customer terminates such initial purchase of a Service, within the Refund Period, we will refund Customer the upload Fees paid in the same currency we were originally paid (the “Refund”).
9.2. Non-Refundable Services. Certain Services may be non-refundable. In such event, we will identify such Services as non-refundable, and Customer shall not be entitled, and we shall not be under any obligation, to terminate the Service and give a Refund.
10. Trial Service; Pre-Released Services.
10.1. Trial Service. We may offer, from time to time, part or all of our Services on a free, no-obligation trial version (“Trial Service”). The term of the Trial Service shall be as communicated to you, within the Service, in an Order Form, unless terminated earlier by either Customer or us, for any reason or no reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you. In respect of a Trial Service that is a trial version of the Subscription Plan (the “Trial Subscription”), upon the termination of the Trial Subscription, we may change the Account web address at any time without any prior written notice.
11.1. Confidential Information. In connection with these T&C’s and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”) to the other party (“Receiving Party”).For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential Information, and (ii) our Site, Service, Trial Service and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
12. Limitation of Liability.
12.1. Limitation of Liability. Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.
13. Third-Party Components within Our Service
13.1. Our Service includes third party codes and libraries that are subject to Third-Party open source license terms (the “Open Source Code” and the “Open Source Terms”, respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed there under, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavours to identify such Open Source Code, within our Service, hence we encourage Customer to familiarise itself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that does not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Service that does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Codes.
14.1. Occasionally we may make changes to these T&C’s for valid reasons, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we’ll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending Customer an email. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.
15. No Guarantee
15.1 CU2 does not guarantee the full migration of a Microsoft Access Application to a SQL Server for $US149.00 per application. CU2 automates, where possible, all of the files, forms, procedures and applications of a Microsoft Access Application but there maybe circumstances where this is not possible e.g. 95% conversion. This is due to the complexity of the customers application or CU2 has encountered lines of code not observed before.
15.2 In the event of an incomplete migration, a customer has two options 1) the customer can use the audit file produced by CU2 to complete the migration using their own resources, or 2) the customer can contact CU2 for a quote to complete the migration via the dashboard view within the system.
15.3 Should a customer engage CU2 to complete the migration outside the $US149.00. The total cost to the customer will be $US149.00 plus the quote provided by CU2 to complete the migration.
16. Governing Law and Jurisdiction.
16.1. Governing Law; Jurisdiction. These T&C’s and any action related thereto will be governed and interpreted by and under the laws of Victoria, Australia.
16.2. Dispute resolution and Arbitration. Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting us through [email protected] If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small-claims court instead of in courts of general jurisdiction. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Thank you for reading our Terms & Conditions.