Terms of Service

Quality Systems Toolbox is a service of BusinessHQ Pty Ltd.

THIS AGREEMENT is made and entered into between BusinessHQ Pty Ltd. (“BusinessHQ”) and the SUBSCRIBER ("SUBSCRIBER") with respect to the Service known as Quality Systems Toolbox. Quality Systems Toolbox is owned by BusinessHQ, and is a computer on-line service in which the SUBSCRIBER shall have the right to operate its own system. Subject to the terms and conditions of this Agreement, BusinessHQ authorizes SUBSCRIBER to access and utilize Quality Systems Toolbox throughout the term of this Agreement.

Violation of any of the terms below will result in the termination of your Account.

Equipment

SUBSCRIBER shall be responsible for obtaining and maintaining, at its own expense, all computer hardware, software, communication equipment, internet access accounts and access lines necessary to access and utilize Quality Systems Toolbox.

The Service is provided by us from our datacentres in the USA. We will determine in our absolute discretion from time to time the datacentre location from which your 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.

Passwords

SUBSCRIBERS shall be permitted to provide password access to Quality Systems Toolbox to their designated users. All USERS will be responsible for maintaining the security of their accounts and passwords and SUBSCRIBER will be responsible for all activities and charges resulting from the use of their edition of Quality Systems Toolbox, including unauthorized use. BusinessHQ cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

Each login may only be used by one person – a single login shared by multiple people is not permitted.

You may create separate logins for as many USERS as you like. Your pricing will be adjusted accordingly each month.

Copyright

BusinessHQ is the copyright owner of Quality Systems Toolbox. The technical procedures, processes, methods of operation, and concepts which are embodied within Quality Systems Toolbox are trade secret information of BusinessHQ.

This Agreement is not a sale and does not convey to you any rights of ownership in or related to Quality Systems Toolbox and does not render the SUBSCRIBER or its USERS the owner of a copy of Quality Systems Toolbox. Ownership of Quality Systems Toolbox and all components and copies thereof shall at all times remain with BusinessHQ.

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.

All data and files submitted by SUBSCRIBER and its USERS to Quality Systems Toolbox shall at all times be the property of SUBSCRIBER. We claim no intellectual property rights over the material you upload.

The SUBSCRIBER, not BusinessHQ, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and BusinessHQ shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

Modifications

BusinessHQ reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://www.qualitysystems.com/qs/default/terms.

BusinessHQ reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. BusinessHQ shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

BusinessHQ may give notice by means of a general notice on the Service; electronic mail to your e-mail address on record in BusinessHQ’s account information. Such notice shall be deemed to have been given upon the expiration of 12 hours after sending (if sent by email).

BusinessHQ reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you. Such notice may be provided at any time by posting the changes to the Teams@work Site (http://www.qualitysystems.com), the Service itself, or by email to you.

Payment, Refunds

A valid credit card is required.

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.

The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service. There will be no refunds for unused login accounts that have not been deleted.

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 equal to the then-current number of total USERS times the user fee in effect during the prior term, unless BusinessHQ has given you at least 30 days prior written notice of a fee increase. Fees for other services will be charged on an as-quoted basis.

You consent to us obtaining from a credit reporting agency containing personal information (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by us of an application for credit (whether commercial or personal) or for the purpose of the collection of payments which are overdue. In accordance with the Privacy Act 1988 we may report to a credit reporting agency that you are in default of the trading terms of this agreement and/or because it was necessary to hand over the account to a collection agency to obtain payment.

If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Cancellation and Termination

You are solely responsible for properly cancelling your account. A phone request to cancel your account is not considered cancellation. Accounts must be cancelled in writing by email or normal mail.

All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is cancelled.

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.

We may end our agreement with you and cease providing Services for any reason, on 30 days notice to you.

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 for User licenses 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.

General Conditions

Throughout the term of this Agreement, SUBSCRIBER and its USERS may use Quality Systems Toolbox solely for the purpose for which it is intended.

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

(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;

(ii) modify or make derivative works based upon the Service or the Content;

(iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or

(iv) reverse engineer or access the Service in order to

a. build a competitive product or service,

b. build a product using similar ideas, features, functions or graphics of the Service, or

c. copy any ideas, features, functions or graphics of the Service.

Assign

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by BusinessHQ.

BusinessHQ may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations hereunder to any person or entity.

SUBSCRIBER may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of BusinessHQ.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Support

Throughout the term of this Agreement, BusinessHQ will maintain e-mail support to assist SUBSCRIBERS in their use of Quality Systems Toolbox as posted on http://www.qualitysystems.com.

Maintenance, Downtimes

Scheduled Maintenance must be performed to servers from time to time. We will attempt to perform all scheduled maintenance at times which will affect the least amount of 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.

Backups

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 your web site. We will not be liable for incomplete, out of date, corrupt or otherwise deficient Client Data recovered from our backups.

Warranties

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 (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free or operate in combination with any other hardware, software, system or data, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) 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.

Liability

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 profits, goodwill, use, data or other intangible losses (even if BusinessHQ has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) or any other matter relating to the service.

Non-Waiver

The failure of BusinessHQ to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

Choice of Law

This agreement and the transactions contemplated by this agreement are governed by the law in force in Queensland Australia.

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

Entire Agreement

No agency, partnership, joint venture, or employment is created as a result of this Agreement and SUBSCRIBER does not have any authority of any kind to bind BusinessHQ in any respect whatsoever.

The Terms of Service constitutes the entire agreement between you and BusinessHQ and govern your use of the Service, superceding any prior agreements between you and BusinessHQ (including, but not limited to, any prior versions of the Terms of Service).