Authorised Manager
Terms of Use
Authorised Manager Terms of Use (CDFpay powered by Flexischools)
The following Terms of Use apply to any person who is an Authorised Manager, pursuant to an agreement between The Roman Catholic Trusts Corporation for the Diocese of Melbourne for Archdiocese of Melbourne Catholic Development Fund (ABN 15 274 943 760) (CDF) and Your School at which the Authorised Manager works or provides services (CDF Agreement).
1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS
1.1. By creating or accessing an Account for the Service as an Authorised Manager,,and selecting the box “I have read and agree to be bound by the CDFpay powered by Flexischools Terms of Use”, You are agreeing to these Terms of Use together with the Policies constitute an agreement between You and Flexischools (Agreement).
1.2. You acknowledge that Your School authorised you as an Authorised Manager has paid for the licence and services granted to You pursuant to this Agreement, and that such payment constitutes good and valuable consideration for the promises contained herein.
2. GRANT OF LICENCE
2.1. Flexischools grants You during the term of this Agreement:
2.1.1. the right to use the Service and the Documentation (as appropriate); and,
2.1.2. a personal, non-transferable, non-exclusive, limited licence to use and install or access the Software on or through Your equipment (as appropriate);
in each case, in accordance with its terms of this Agreement for the purpose of offering Goods and/or Services in Australia to Authorised Users.
3. CDFPAY POWERED BY FLEXISCHOOLS SERVICE
3.1. The Software, Documentation and all of the content made available to you via the Services is and remains the exclusive property of Flexischools.
3.2. You acknowledge that there is no transfer of title or ownership to the Software or Documentation or any modifications, updates and new releases thereto.
3.3. You acknowledge that Flexischools will provide you the support for the Software as notified to You and/or Your School and updated from time-to-time but is otherwise not obliged to provide error-correction, modifications, new releases or enhancements.
3.4. You agree that you will not, directly or indirectly (and will not allow others to):
3.4.1. use the Software for any purpose or in any manner other than as set out in this Agreement;
3.4.2. copy the Software, except as necessary to access or use the Service or otherwise install on Your equipment;
3.4.3. sell, lease, transfer, give possession of, or sub-licence the Software to others; or
3.4.4. write or develop any derivative or other software programs, based, in whole or in part, on the Software.
4. YOUR OBLIGATIONS
4.1. You agree that you will not, and You will not allow any other person to:
4.1.1. reproduce, modify or make error corrections to, customise, distribute or adapt the Service, or the Software;
4.1.2. use the Service, Software or its contents:
4.1.2.1. so as to breach any Law, infringe a third party’s rights, or breach any standards, content requirements or codes promulgated by any relevant authority;
4.1.2.2. in connection with any information or material that may be, or that may encourage conduct that may be, unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane or indecent, or in any way that could otherwise damage the reputation of Flexischools or the goodwill or other rights associated with the Service; or
4.1.2.3. so as to modify or remove any copyright or proprietary notices on the Software, the Website or in the Documentation.
4.2. (Policies and Procedures) In using the Service You agree to comply with all policies and procedures that are notified to You or otherwise covered in the Documentation provided by Flexischools from time-to-time.
4.3. (Keep Confidential) You agree to keep confidential and secure any Confidential Information against any improper or unauthorised access or use any usernames, logins and passwords that are provided to You to access the Service and Your Materials. To avoid doubt, You must not allow any third parties to use such usernames, logins and passwords.
4.4. (Equipment) You acknowledge that Flexischools will not provide or maintain the equipment required to access the Service (such as handheld devices, mobile phones, computers, fax machines, telephone lines or internet connections) which is Your sole responsibility.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. You acknowledge that this Agreement does not transfer any Intellectual Property Rights to You in the Service or Software, or its contents, except for the licence granted under clause 2.
5.2. You will not directly or indirectly do anything that would or might invalidate or put in dispute Flexischools' rights and title in the Service or the Software.
5.3. You hereby grant Flexischools a non-exclusive, transferable, sub-licensable, royalty-free and worldwide licence to host, use, distribute, copy and display your Materials and/or Content for the purposes of the Services.
5.4. If a person makes any claim alleging that any Service infringes any Intellectual Property Rights or Moral Rights of any person, you must:
5.4.1. promptly notify Flexischools in writing;
5.4.2. not make any admissions or take any action in relation to the claim without Flexischools' written consent;
5.4.3. permit Flexischools to take responsibility and control over any and all investigations, negotiations, settlement and dispute resolution proceedings relating to the claim; and
5.4.4. cooperate with, assist and act at all times in accordance with the reasonable instructions of Flexischools, in relation to the claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.
6. PAYMENT FOR GOODS AND SERVICES
6.1. Flexischools will provide the You or Your School (as relevant and as indicated on Your School’s Order Form) with a statement at an agreed frequency (however no more frequently than weekly) of all transactions successfully completed for Your Facility by Authorised Users and will electronically transfer the consideration in respect of those transactions into the bank account nominated on your Order Form, less any Fees incurred during that period.
6.2. You or Your School are responsible for keeping your bank account details up to date, and notifying Flexischools of any changes at least 7 business days prior to the next payment date, and providing such additional information as Flexischools may reasonably require in order to identify the persons responsible for the bank account.
6.3. You are responsible for ensuring Your pricing reflects any GST payable in respect of the Goods and/or Services supplied a Facility, the assessment of and payment of any GST associated with the supply of Goods and/or Services by a Facility and the provision of valid tax invoices. Flexischools is not responsible for any GST payable in relation to Goods and/or Services supplied by You or the production of valid tax invoices.
7. FLEXISCHOOLS ONLINE ORDERING
7.1. Authorised Managers must collect orders from the Service in accordance with the procedures and Software provided by Flexischools as updated from time-to-time.
7.2. Flexischools will make the day’s orders available to your Facility as they are placed online, and will be visible via an Authorised Manager’s Account in the Software.
7.3. You acknowledge that the fulfilment of the orders is solely Your or Your School’s responsibility, and not Flexischools’ and in the event of an error in the supply of Goods and/or Services, You or Your School are responsible for resupplying the Goods and/or Services, or reimbursing Flexischools for the value of the Goods and/or Services refunded to the Authorised User.
7.5. If Flexischools has transferred You or Your School payment for any Goods and/or Services, and Flexischools incurs a Chargeback in connection with those Goods and/or Services, You or Your School agree to transfer an amount equal to the total Chargebacks and related fees to Flexischools within 2 days of Flexischools providing notification to You, or otherwise that this amount will be set off against any payment to You or Your School from Flexischools.
8. CARD PAYMENTS
If Your School has enabled card payments as part of its Service, as indicated on Your School’s Order Form, or as advised to Flexischools from time-to-time, You or Your School is responsible for issuing, and re-issuing, cards to Authorised Users and you must provide Flexischools with the required details and technical specifications for any existing student cards for the purposes of utilising these cards in the Service.
9. COMMUNICATIONS FUNCTIONALITY
The following clauses 9 and 10 apply if Your School has enabled the Communications Functionality as part of its Service, as indicated on Your School’s Order Form, or as advised to Flexischools from time-to-time.
9.1. Where you to use the Communications Functionality, including by posting, uploading or otherwise incorporating any Content, You have the following obligations and make the following acknowledgments under this Agreement:
9.1.1. You agree that You have all rights and/or licences to any Content that You upload to or include on the Software; and
9.1.2. You agree that the Software relies for part of its operation on other services, including as provided by third parties relevant to the App Stores (such as Apple or Google). As such, delivery of Content is not guaranteed and is subject to the data delivery policies or other requirements of these third parties; and
9.1.3. You must not publish or provide Content that is:
9.1.3.1. subject to copyright or other lawful restrictions without written permission of the copyright owner; and/or
9.1.3.2. misleading, discriminatory, fraudulent, objectionable, pornographic, violent, hateful, vilifying, inciteful, illegal or in poor taste.
9.2. You must not publish images of a child under the age of 18 years without the express consent of the parent or guardian of such child.
9.3. You acknowledge that Flexischools may, at its absolute discretion, investigate and remove any Content.
9.4. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or organisations.
9.5. You must not use the Communications Functionality for any illegal purpose and Flexischools shall adhere to mandatory legal standards of reporting where illegal use is discovered or where Flexischools becomes aware of any illegal use.
9.6. You agree to comply with all laws, rules, and regulations applicable to the use of the Communications Functionality, including the applicable Australian state or territory laws.
9.7. You must not permit any third party other than an Authorised Manager who has been designated Editor privileges to use the Communications Functionality without your authorisation.
9.8. If this clause 9 is breached, Flexischools reserves the right to seek injunctive relief without notice to you in a court of competent jurisdiction along with damages and legal costs and fees incurred in seeking such relief.
10. COMMUNICATIONS FUNCTIONALITY CONTENT
10.1. Flexischools will investigate complaints made regarding inappropriate Content, or make its own enquiries, and may remove the Content, at Flexischools’ absolute discretion.
10.2. You are fully responsible for any Content included and/or notified as part of the Service. Flexischools does not endorse, support, represent, or guarantee the completeness, truthfulness, tact, accuracy, or reliability of any Content or endorse any opinions expressed in the Content. Accordingly, You may not make any such representations in the Content.
10.3. Flexischools is not liable for any Content, including, but not limited to, any promises, errors or omissions, or any Loss or damage incurred as a result of use of or reliance on any Content that Flexischools has not included in the Service itself or through a Flexischools third party service provider.
10.4. Flexischools will not honour any deals, promotions or promises made in the Content (other than those made directly by Flexischools or a Flexischools third party service provider).
11. TRAINING AND SUPPORT
11.1. Flexischools will provide You with instructions for use of the Service.
11.2. Flexischools staff will monitor the Service and report faults to the person who is designated as the Authorised Manager for each particular service, as indicated on Your School’s Order Form, or otherwise notified to Flexischools by You or Your School.
12. LIMITATION OF LIABILITY
12.1. Nothing in this Agreement limits, excludes or modifies or purports to limit, exclude or modify any Non-Excludable Guarantees.
12.2. You acknowledge that Flexischools:
12.2.1. is a distributor of Your Materials and Content and is not responsible for the content of Your Materials and Content;
12.2.2. is not liable for any claims in relation to the Goods and/or Services of a Facility, including their quality, merchantability or fitness for any particular purpose.
12.2.3. except for liability for breach of any Non-Excludable Guarantees, Flexischools is not liable for any loss or damage arising out of an Authorised Manager’s use of the Service;
12.2.4. makes no warranties or representations about the Service or its accuracy, reliability, completeness, currency, or ability to achieve any purpose, and does not provide any representations, warranties or guarantees in relation to the Software in any way whatsoever, except in respect of any Non-Excludable Guarantees;
12.2.5. does not warrant that Authorised Managers nor Authorised Users will have continuous access to the Service, and that Flexischools is not liable to You if the Service is unavailable for any reason;
12.3. To the maximum extent permitted by law, Flexischools excludes:
12.3.1. from this Agreement all conditions, warranties and terms implied by statute, general law or custom, except any Non-Excludable Guarantees;
12.3.2. except for liability in relation to a breach of a Non-Excludable Guarantees, all liability to You for any Loss (including, without limitation, loss of profits or opportunity and any indirect, special or consequential loss) or damage suffered as a result of claims by any third person, such as an Authorised Users, or in connection with the services and this Agreement, even if:
12.3.2.1. Flexischools knew that loss or damage was possible; or
12.3.2.2. the loss or damage was otherwise foreseeable; and
12.3.2.3. all liability for any negligent acts or omissions of Flexischools, its employees, agents and contractors arising out of, or in connection with, the services and this Agreement.
12.4. To the maximum extent permitted by law, Flexischools’ total liability to You for any and all breaches of this Agreement or any other matter for which liability is not validly excluded under this Agreement is limited, at Flexischools’ option, to any one of:
12.5. supplying again, the services in respect of which the breach occurred; or
12.6. paying to You an amount of $100.00.
13. INDEMNITY
13.1. You agree to indemnify Flexischools against, and must pay Flexischools on demand, the amount of:
13.1.1. any Loss, claim, action, demand, fine, payment or legal liability which Flexischools pays, suffers, incurs or is liable for arising out of or connected with a breach by You of this Agreement or related to the offer and /or supply of Goods and/or Services under this Agreement, including:
13.1.1.1. the death or personal injury of any person; or
13.1.1.2. any breach of Law or infringement of a third party’s rights (including Intellectual Property Rights; or
13.1.1.3. the supply, consumption of or failure to supply the Goods and/or services; or
13.1.1.4. any act or omission of fraud, dishonesty, recklessness or wilful misconduct or misrepresentation;
13.2. any Loss, claim, action, demand, fine, payment or legal liability which Flexischools pays, suffers, incurs or is liable for arising out of or connected with any and all Content uploaded or provided by You, including while using the Communications Functionality.
14. TERMINATION
14.1. Flexischools may terminate the licence granted under clause 2 and remove Your access to and Your participation in any or all of the Services:
14.1.1. with immediate effect, if the CDF Agreement is terminated.
14.2. You may terminate this Agreement:
14.2.1. By ceasing to use the Software, in which case Flexischools will remove Your access to and Your participation in the Service after a period of inactivity on your Account.
14.3. On termination of this Agreement:
14.3.1. You must cease using and return to Flexischools, or destroy, all copies of any Flexischools materials in Your possession or control;
14.3.2. Your access to the Service (including any Materials and Content) may be removed by Flexischools and You may be liable for reconnection fees if You wish to be later reconnected and Flexischools agrees; and
14.3.3. Flexischools must cease using all copies of any of Your Materials and Content in Flexischools’ possession or control.
15. MISCELLANEOUS
15.1. Flexischools will provide a help desk for any queries for the purpose of answering queries from You and Authorised Users on the operation of the Service. The operating hours of the help desk will be as advised by Flexischools from time-to-time.
15.2. Flexischools does not guarantee or warrant that Your existing equipment, hardware or software is compatible with the Service.
15.3. These terms and conditions set out the entire agreement between the parties in relation to its subject matter and all prior representations are excluded.
15.4. If Flexischools believes that there is a threat to the security, stability or operation of the Service, Flexischools may suspend Your access to the Service in whole or in part at any time without notice or compensation where deemed necessary in Flexischools’ sole discretion.
15.5. Each party must pay its own legal costs and disbursements in relation to the preparation and execution of this Agreement.
16. AMENDMENTS
16.1. You are responsible for notifying Flexischools of any changes to Your Authorised Managers, including additions, deletions or changes of details, in writing or via email.
16.2. Flexischools may amend this Agreement at any time and from time-to-time by posting a revised version on the Website. Any such amendment to this Agreement will take effect as soon as it is posted on the Website. By continuing to use the Service after any amendments to this Agreement, you agree to abide by and be bound by any changes.
17. GOVERNING LAW
This Agreement is governed by the law applicable in New South Wales, Australia and You irrevocably and unconditionally submit to the non- exclusive jurisdiction of the courts of that state.
18. DEFINITIONS
In this Agreement:
Account means an account created by Flexischools at the request of a person for the purpose of allowing that person to accept offers of Goods and/or Services from You and make payments to You in respect of those Goods and/or Services;
Administrator means, in relation to the Communications Functionality, an organisation or person granted authority by Flexischools to manage the administration area of the Application, including the ability to create and delete boxes, in order to send Content to, receive Content from, and manage Content of Authorised Users;
Administrator means You or any person You have provided with authority to manage the administration area of the Communications Functionality relating to the relevant section of the Website and/or the Application, including the ability to create and delete boxes, in order to send, receive, and manage Content;
App Store means an online store for purchasing and downloading software and applications for mobile phones and other devices;
Application means the CDFpay powered by Flexischools application available through an App Store and/or the Website;
Authorised Manager means a person appointed as such by Your School in the Order Form or by notice to Flexischools;
Authorised User means a member of the school community who has an Account for the purpose of allowing that person to access and use the Service for the purpose of purchasing Goods and/or Services from the Facility and/or receiving communications;
Chargeback means an amount transferred from a Flexischools account due to a successful refund claim in the banking system by an Authorised Users;
Communications Functionality means any communications functionality Flexischools may make available to You through the Service, which includes your ability to provide notifications through the Application or other channels agreed by Flexischools, which will be received or visible by users of the Application;
Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought to reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:
information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement;
information developed independently by a party; and
information required for by a party on a need to know basis to employees, contractors, third party service providers and/or professional legal or accounting advisers;
Content means any information, text, files, graphics, photos or other materials uploaded, downloaded, posted, provided to, or appearing in the Application;
Documentation means any and all proprietary documentation made available to you by Flexischools for use with the Service, including any documentation available online;
Editor means a person that has been granted limited rights by an Administrator to manage the Content, but not the creation or deletion of boxes that may be allocated by an Administrator;
Facility means a service site, owned or managed by Your School which is responsible for providing Goods and/or Services and is listed in the Order Form or as updated from time-to-time;
Fee means the fees payable by Your School to access and use the Services pursuant to the CDF Agreement;
Flexischools means InLoop Pty Ltd ABN 27 114 508 771 trading as Flexischools;
Goods and/or Services means food, drinks and other physical items (in respect of Goods) and services performed or made available (in respect of Services) supplied by a Facility;
GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law;
GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Intellectual Property Rights means all intellectual property rights, including: patents, copyright, rights in circuit layouts, registered designs, trademarks; and any application or right to apply for registration of any of those rights;
Law means any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation in force from time-to-time in Australia, whether made by a State, Territory, the Commonwealth or a local government, and includes the common law and equity as applicable from time-to-time, and any mandatory standards or industry codes of conduct;
Loss means loss, damage, liability, charge, expense, outgoing or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind;
Materials means menus, customisation options, pricing, delivery times and other details relating to the offer and supply of Goods and/or Services as notified by the Facility from time-to-time;
Non-Excludable Guarantees means any statutory rights or guarantees provided under the Competition and Consumer Act 2010 (Cth) or any other rights in relation to the supply of Goods and/or Services (such as terms implied into a contract by the Australian Securities and Investments Commission Act 2001 (Cth) or any equivalent State or Territory legislation) that cannot lawfully be excluded;
Order means an order for Goods and/or Services placed via the Website or the Application;
Personal Information has the meaning given to the term in the Privacy Legislation;
Privacy Legislation means the Privacy Act 1988 (Cth);
Privacy Policy means the Privacy Statement issued by Flexischools and made available on the Website (as updated or amended from time-to-time);
Service means the services offered by Flexischools providing a method of (a) purchasing Goods and/or Services from a Facility, (b) making non-cash payments for those Goods and/or Services and/or (c) receiving communications, including through emails, using the Website and/or using the Application;
Software means the software or tools, and related functionality, provided or made available by Flexischools for use with the Service including any software required to use the Communications Functionality;
Website means the website located at www.flexischools.com.au/cdfpay;
You and Your means the Authorised Manager named in the Order Form.
Your School means the Catholic school named on the Order Form that forms part of the terms of the CDF Agreement.
In this Agreement, any use of the verb includes, or of words such as for example or such as, do not limit anything else that is included in general speech.
CDFpay powered by Flexischools
Authorised Manager Terms of Use
Version 1.0
12 September 2024