Terms and conditions
Important stuff you need to know to use JOMO.
JOMO APP VENUE PARTNER AGREEMENT
1. Agreement to Terms
a. These are the terms that govern JOMO’s supply of the App and Services to you (Terms).
b. By clicking ‘Agree’, you agree to the Terms and the Price Guide (Agreement).
c. You may only agree to the Terms and the Price Guide if you are at least 18 years of age.
d. Click ‘Agree’ if you accept the Terms and the Price Guide.
e. By clicking ‘Agree’, you warrant and represent that you have fully read and understand the Terms and the Price Guide and are at least 18 years of age.
f. If you do not agree to the Terms or the Price Guide, then you must not click ‘Agree’ and you cannot use the App or Services or create an Account.
In these Terms, unless the context indicates otherwise, the following words have the following meanings.
- Account means the Venue partner dashboard account that JOMO opens for you.
- App means the software program for use on a smartphone, tablet or other mobile electronic platform that JOMO makes available to your Customers.
- APP Code has the meaning given by the Privacy Act.
- Assembly means Assembly Payments Platform Pty Ltd (ACN 637 632 645) and its affiliates, associates, subsidiaries, divisions, successors and assigns.
- Assembly User Agreement means the agreement between Assembly, on the one hand, and you, on the other hand, as amended or modified by Assembly from time to time with or without notice to JOMO, and that is currently located at https://public.assemblypayments.com/company/policies/end-user-agreement
- Australian Privacy Principles means the Australian Privacy Principles provided by the Privacy Act.
- Bank Account means a depository account with a financial institution designated by you for the payment or receipt of monies pursuant to the Assembly User Agreement.
- Basic Package means the minimum App package to which you must subscribe so that JOMO may supply the App and the Services to you.
- Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).
- Collection Services has the meaning given to it in clause 1 of the Assembly End User Agreement effective as of 1 March 2021 as amended or modified from time to time.
- Commission means commission payable to JOMO for each order submitted by the Customer through the App.
- Confidential Information includes any information marked as confidential and any information received or developed by JOMO or you which is not publicly available and relates to processes, equipment and techniques used in the course of either your or JOMO’s business. This includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.
- Content means all words, communications, files, data, photos, pictures, documents, audio, films, telecasts, digital works, livestreams, videos, media, designs and devices that you upload, input, store, broadcast or share through the App or the Services.
- Credentials means your username, password and any other credentials in connection with your Account.
- Customers means any customer of yours.
- DDR form means a direct debit request form.
- DDR service agreement means a direct debit service agreement.
- Digital Wallet has the meaning given in the Assembly User Agreement.
- End Date means the date the Agreement is terminated under clause 22.
- Goods, Assets and/or Services means any goods, services or other property of any kind whatsoever (real, tangible or intangible) for sale or purchase, or sold or purchased, through the App and includes any and all rights with respect to them.
- Go Live Date means the date JOMO starts availing the App to the Customers.
- GST means goods and services tax.
- GST Law has the meaning given by the A New Tax System (Goods and Services) Tax Act 1999 (Cth).
- Intellectual Property includes trademarks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former.
- JOMO means JOMO Global Pty Ltd (ACN 646 349 528) and its affiliates, associates, subsidiaries, divisions, successors and assigns.
- Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.
- Officer means JOMO’s privacy officer required by the Privacy Act.
- Overseas Recipients means recipients of Personal Data or Personal Information who are not situated in Australia.
- Package means the App package you choose to subscribe to from time to time.
- Parties means you and JOMO.
- Personal Information has the meaning given to it by the Privacy Act.
- Platform Fees means the fees and charges payable by you or a Customer for the App or the Services under these Terms and includes the Fees.
- POS Provider means a point of sale provider.
- Price Guide means JOMO’s price guide as varied from time to time.
- Privacy Act means the Privacy Act 1988 (Cth).
- Purchase means purchase, buy, obtain, lease, license or otherwise acquire or assume.
- Purchase Price has the meaning given in the Assembly User Agreement.
- Representatives means Assembly and its affiliates, and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns.
- Safeguards means all documents and systems used by JOMO that protect your personal information.
- Sell or Sale means sell, transfer, lease, license, hypothecate or otherwise assign or dispose of.
- Services means all services provided by JOMO in connection with the App.
- Spot means the Bluetooth enabled beacon that enables you and your Customers to use the App.
- Technology means all software, code, proprietary methods and systems used to provide the App or the Services.
- Time means the time agreed to between Assembly, JOMO and you when Assembly accounts to JOMO and you under clause 10.
- Trade Mark has the meaning given by section 17 of the Trade Marks Act 1995 (Cth).
- Transaction means a transaction involving the Purchase and Sale of Goods, Assets or Services by the Customer and you using the App.
- Venue means the place where you supply Goods, Assets and/or Services to Customers.
3. The App
a. The App provides a way for your Customers to receive menu information, communicate their orders for your Goods, Assets or Services, and pay for your Goods, Assets and Services.
4. Onboarding and setting up
a. JOMO will onboard you onto the App and provide you with an Account when you agree to the Terms.
b. You must provide all information that JOMO requires to onboard you. This information includes (without limitation) your email address, physical address for the Venue, contact name and bank account details.
c. You must only provide true and accurate information to JOMO.
d. You must use reasonable endeavours to ensure that the information you provide about menu items, any allergen advices, prices and GST amounts match the descriptions you physically display at the Venue.
e. You must first receive a Spot and welcome pack from JOMO before you can start accepting orders through the App.
f. You must pay for the cost of the Spot when JOMO onboards you.
g. The payment process for the Spot requires that you complete a DDR form and enter a DDR service agreement.
h. Once you have paid for the Spot, JOMO will send the Spot and a welcome pack (which includes set up instructions, frequently asked questions, contact points and marketing collateral) to the physical address for the Venue. JOMO will notify you by email when it has sent these items.
i. You must enter the Spot ID (located on the Spot itself) into the Account through the Venue partner dashboard on JOMO’s website. You will have the option of selecting your POS Provider to integrate menu data or inputting the menu data manually into the Account. If you choose to select your POS Provider to integrate menu data, JOMO will then connect to your chosen POS electronically and import your menu information to JOMO’s website.
j. You may create or enter categories, pictures and descriptions of your menu items into the Account through the Venue partner dashboard, which will then be reflected in the App. If you require JOMO’s assistance with creating or entering these items, JOMO may charge you additional costs as specified in the Price Guide.
k. If you choose to display in the App nutritional information (such as calorie content, allergen advices, gluten and nut content, and whether suitable for vegetarians or vegans), you must ensure that it is true and correct.
l. You must use reasonable endeavours to ensure that the information in the menu data (including without limitation descriptions, nutritional information, prices and GST amounts) matches all descriptions you physically display at the Venue.
m. JOMO will confirm the Go Live Date with you.
n. Your Customers may access the App from the Go Live Date until the End Date, both days included.
a. JOMO offers a variety of Packages. These range from the Basic Package to Packages that offer access to additional features in the App or further Services with the App.
b. You must subscribe to the Basic Package to use the App and receive the Services.
c. Your subscription to the Basic Package is free of charge.
d. You may change your Package at any time, however you must always accept the Basic Package to use the App and receive the Services.
6. Using the App
a. You must advertise JOMO at the Venue by prominently displaying and making visible to the Customers all JOMO branding (including but not limited to its logo, name, website address, and its trade marks). These advertisements must comply with any instructions given by JOMO.
b. You authorise JOMO to act as your agent to prepare and enter contracts with Customers through the App in your name and behalf.
c. You must ensure that the Goods, Assets and/or Services displayed in the App are available to Customers during your opening hours.
d. Before ordering the Goods, Assets and/or Services, the Customer must provide JOMO with valid credit or debit card details for payment. The Customer only needs to provide these details once as they are stored securely in the App for all subsequent orders of Goods, Assets and/or Services.
e. Once the Customer has provided valid credit or debit card details to JOMO, the Customer may submit orders to you for Goods, Assets and/or Services. These orders will include the table number at which the Customer requires Goods, Assets and/or Services.
f. You must do the following when you provide the Goods, Assets and/or Services:
i.exercise reasonable care, skill and diligence;
ii. complete orders promptly and accurately;
iii. take into account any allergies or dietary requirements that Customers may have or inform you about either in person or through the App;
iv. comply with food catering industry standards for hygiene and general cleanliness concerning:
- the preparation and cooking of food; and
- the handling and service of food, beverages, utensils and tableware;
v. comply with statutory and regulatory requirements affecting the preparation, cooking, handling and service of food;
vi. ensure otherwise that foods and beverages are properly cooked or prepared, are safe and fit for consumption, and at an appropriate temperature for consumption;
vii. not harm health;
viii. ensure that you and the Venue complies with all laws and regulatory guidance in relation to COVID-19;
ix. ensure that you and the Venue generally adopts and follows COVIDSafe practices (including for example social distancing, the provision of hand sanitiser and mandatory face masks for staff).
g. You must immediately notify JOMO in writing if you intend to change the physical address for the Venue, the name of the Venue or the right, title or interest in the Venue.
7. Venue and software support
a. JOMO offers diagnostic, support and fixing services for the App and the Account.
b.. JOMO offers diagnostic and fixing services to:
i.locate any problems you have with the App or the Account; and
ii. fixing any problems identified or suggesting solutions which you might adopt to fix the problem.
c.JOMO offers a support service to:
i.help you understand and operate the App and the Account; and
ii. carry out detailed, complex or advanced installation or configuration of the App.
d. In performing these services, JOMO aims to identify the specific problems which are occurring and provide solutions. It may not be possible to provide a resolution to the problem or issue you are facing, because, for example:
i.there is a problem or fault with the App or Account which requires repair;
ii. some necessary equipment, tool, software, password or other resource or facility is not available at the time JOMO performs the service; or
iii. it is not possible to obtain required information or support from a third party.
e. To the fullest extent permitted by law, JOMO may charge you additional costs for these services as specified in the Price Guide
a. By offering the use of the App in your Venue, you acknowledge that you are liable to pay JOMO a Commission.
b. The Commission is 2.5% of the value of any order submitted through the App by a Customer for Goods, Assets and/or Services.
c. You acknowledge that JOMO may adjust the Commission from time to time, upon one (1) month’s written notice to you.
c. You acknowledge that the Commission is exclusive of any GST that JOMO may be obliged to charge you under the GST Law and therefore, JOMO is entitled to add on GST.
d. If JOMO is obliged to charge you GST, JOMO will provide you with a tax invoice in accordance with the GST Law in relation to the Commission.
9. Package fees
a. The fees for the Packages are set out in the Price Guide.
b. The Price Guide acknowledges that your subscription to the Basic Package is free of charge.
c. If you upgrade your Package, the upgrade takes effect immediately and JOMO will charge you the fees set out in the Price Guide for the additional features or further Services at the Time immediately after the upgrade.
d. If you downgrade your Package, the change to your Package takes effect at the Time immediately after the downgrade and JOMO retains all amounts paid for the Package you previously subscribed to.
e. The fees for the Packages in the Price Guide are exclusive of GST that JOMO may be obliged to charge you under the GST Law and therefore, JOMO is entitled to add on GST for the Packages.
f. If JOMO is obliged to charge you GST for your Package, JOMO will provide you with a tax invoice in accordance with the GST Law.
a. JOMO has contracted with a third party payment processor for that third party to provide payment services to you via the App. In doing so, JOMO is not acting as your agent.
b. Assembly is the entity that has been contracted to facilitate the payment process for all payment transactions between Customers and any payment transactions between you and JOMO.
c. The terms and conditions applying to the use by you of the platform established by Assembly for the payment services that Assembly provides are set out in the Assembly User Agreement.
d. Assembly reserves the right to update or modify the Assembly User Agreement at any time with or without prior notice that Assembly considers reasonable according to the nature and extent of the changes. Notice may include notice on Assembly’s website or the App. Any use of the services provided by Assembly after publication of its notice constitutes your acceptance of the modifications.
e. In agreeing to the Terms, you agree that:
i. you enter into the Assembly User Agreement directly with Assembly as principal; and
ii. you are bound by the Assembly User Agreement.
f. You do not become bound by the Assembly User Agreement as a result of JOMO acting as your agent.
g. A breach by you of any of the terms of the Assembly User Agreement constitutes a breach by you of these Terms.
h. JOMO accepts orders from Customers and collects payments from them when their sessions are complete.
i. Once the Customer selects ‘leave table’ in the App or travels outside the range of the spot, the Customer will pay the amount owed via the credit or debit card details provided.
j. Payments are delivered into the Digital Wallet.
k. By using the payment processing systems of Assembly, you authorise Assembly to:
i. make debit and credit entries in the Digital Wallet to reflect the collection and payment to you of the Purchase Price received;
ii. pay into the Bank Account an amount equal to the Purchase Price;
iii. debit the Bank Account to discharge your obligations pursuant to the Assembly User Agreement;
iv. debit the Bank Account and the Digital Wallet on behalf of JOMO to collect any fees and charges that you have agreed to pay JOMO (where you acknowledge that Assembly acts on behalf of JOMO in relation to such debits).
a. You may negotiate refunds with the Customers.
b. JOMO will enable the processing of refunds to the Customers in relation to issues arising in connection with the Goods, Assets and/or Services.
c. If JOMO becomes liable to Assembly for any Refund, Chargeback or Transaction Funds Reversals (as those terms are defined in the Assembly User Agreement), then JOMO will charge you under the DDR service agreement it has entered with you to recoup JOMO’s costs and discharge its liability.
d. Assembly and its Representatives are not liable for any refunds or reversals of any Transactions and are not liable to you for any Losses (as that term is defined in the Assembly User Agreement) arising out of or in connection with your use of Assembly’s services.
12. Intellectual Property
a. JOMO or its licensors own the Services, the Technology, the Trade Marks and all goodwill associated with the Services, the Technology and the Trade Marks.
b. JOMO grants you a limited, non-exclusive, non-transferable, non-licensable, revocable licence to use the Services, the Technology, the Trade Marks and all goodwill associated with the Services, the Technology and Trade Marks at the Venue for the sole purpose of using the App.
c. You agree that copyright, Intellectual Property and all other laws apply to the Services, the Technology and the Trade Marks.
d. You must not adapt, communicate, distribute, loan, modify, offer for rent, offer for sale, plagiarise, redeploy, rent, replicate, reproduce, republish, sell or transfer the Services, Trade Marks or the Technology.
e. You must comply with all copyright, Intellectual Property and other notices, information, or restrictions contained in or attached to the Services, the Technology or the Trade Marks.
f. You may only access the Services, the Technology and the Trade Marks as permitted under these Terms. Otherwise, the Terms do not grant you any right to access the Services, the Technology or the Trade Marks.
g. You grant JOMO and its affiliates, associates, subsidiaries, divisions, successors and assigns a non-exclusive and royalty-free licence to use your branding, logos, names, Trade Marks and website address until the End Date. JOMO may use these items on the App for marketing purposes and as reasonably necessary to provide the App.
h. You warrant that your branding, logos and names do not infringe any third party Intellectual Property rights.
i. The Terms do not govern the use of software provided by third parties for the Services. Instead, licences from those third parties govern the use of that software.
j. You must not infringe any third party’s Intellectual Property rights.
13. Your responsibilities
a. You are responsible for determining the amount and types of the Goods, Assets and/or Services for display and availability in the App.
b. It is your responsibility to ascertain and predict customer demand for the Goods, Assets and/or Services.
c. You are responsible for all retail pricing decisions for the Goods, Assets and/or Services.
d. You are responsible for ensuring that the Goods, Assets and/or Services are of merchantable quality. Among other things that requires that you ensure that the Goods, Assets and/or Services meet all requirements at law and under this Agreement.
e. You are solely responsible for:
i. determining the criteria that apply to the Goods, Assets and/or Services, such as any quality, portion, size, ingredient or other criteria;
ii. ensuring that the Goods, Assets and/or Services meet this criteria when offered through the App;
iii. ensuring that the description of the Goods, Assets and/or Services and any images of them shown on the App are accurate.
14. Your representations and warranties
a. You represent and warrant that:
i. All representations you make in relation to nutritional information (such as calorie content, allergen advices, gluten and nut content, and whether suitable for vegetarians or vegans) are true and correct.
ii. You are currently authorised to operate a business that supplies food and beverages.
iii. You will comply with all applicable laws, regulations and requirements applicable to the sale and supply of food and beverages.
iv. At all times you have all licences, permits and authorisations required for you to sell and supply alcohol.
v. Will comply with all applicable laws, regulations and requirements applicable to the sale and supply of alcohol.
vi. Are registered for GST if the thresholds imposed by the GST Law are met.
vii. The name of the Venue is a validly registered business name in the place where the Venue is situated and you are the holder of the business name.
viii. You hold workers’ compensation insurance as prescribed by law.
ix. You hold public liability insurance.
a. The Parties must:
i. maintain the confidentiality and security of the Confidential Information; and
ii.keep all Confidential Information in a secure manner.
b. Each Party may use or disclose Confidential Information to the extent:
i. necessary to perform this Agreement or enforce it;
ii. it is for a purpose to which the other Party has consented in writing prior to disclosure; or
iii. it is required by law.
c. The Parties must ensure that any third party who receives Confidential Information maintains its confidentiality.
16. Privacy and JOMO
a. JOMO collects, retains, uses and discloses Personal Information under the Privacy Act and other relevant privacy, data collection laws, codes and regulations. JOMO may also obtain Personal Information from you, from public sources such as social media websites, and from third parties that provide JOMO with marketing leads. JOMO adheres to the Australian Privacy Principles in relation to any Personal Information that it collects. You consent to all collection, use and disclosure of your Personal Information.
b. The kinds of Personal Information JOMO may collect or hold includes names, contact details, IP addresses, credit card details, bank account details, and other Personal Information required for JOMO to provide the App and the Services.
c. JOMO stores your Personal Information in different ways including electronically and in paper form. The security of your Personal Information is important to JOMO and JOMO takes reasonable steps to protect your Personal Information from misuse, interference, loss, unauthorised access, modification or disclosure. Some of the ways JOMO does this include implementing security access procedures to databases, confidentiality agreements for JOMO’s employees and only allowing access to Personal Information to individuals once JOMO is satisfied with identification requirements.
d. It is not possible for JOMO to specify the period for which JOMO will store your Personal Information because data retention laws may vary between jurisdictions. However JOMO will store your Personal Information for the full duration required by law.
e. JOMO requires your Personal Information to provide and promote the App and the Services, and otherwise to enable JOMO to carry out its business. The consequences if you do not provide your Personal Information are that JOMO cannot provide the App or the Services.
f. JOMO may use Personal Information provided by you for the management of these Terms, research, product development and for the purposes of JOMO’s business. The Personal Information collects includes information you give JOMO when you ask JOMO to provide the App or perform the Services. You consent to all collection and use of your Personal Information for the purposes set out in this clause.
g. JOMO may use the Personal Information provided by you for promotional or marketing purposes including but not limited to informing you of JOMO’s new Services or of any change in existing Services or to the App. You may elect to not consent to the use of your Personal Information for promotional or marketing purposes by sending JOMO an email to the following email address: [insert privacy officer’s email address].
h. JOMO may further disclose your Personal Information if:
i.you have provided your consent;
ii.JOMO is required to answer a subpoena;
iii. JOMO believes it is necessary to assist in lessening or preventing a serious threat to life, health or safety of any individual, or to public health; and
iv. JOMO believes it is reasonably necessary in taking action in relation to suspected unlawful activity, serious misconduct, locating a missing person or as is required or authorised under Australian law or a court or tribunal order.
i. JOMO will notify you as required by law if it intends to further process your Personal Information for a purpose other than that for which the Personal Information was collected.
j. JOMO has taken the Safeguards in relation to transferring Personal Information to third countries or international organisations. You may obtain a copy of the Safeguards by contacting the Officer on [insert privacy officer’s phone number] or by email [insert privacy officer’s email address].
k. It is not reasonably practical to list all the countries in which Overseas Recipients are likely to be located, and you consent to this disclosure. In providing this consent, you understand that the Overseas Recipient may not be accountable under the Privacy Act and you may not seek redress under the Privacy Act. The Overseas Recipient may not be subject to obligations provided by the Australian Privacy Principles or the Privacy Act. Please contact the Officer if you do not consent to your Personal Information being disclosed to Overseas Recipients.
m. You may request from JOMO access to and rectification or erasure of your Personal Information and restrict JOMO from processing or object to JOMO processing Personal Information concerning you by contacting JOMO at the following email address: [insert privacy officer’s address].
n. If you have consented to JOMO processing your data for one or more specific purposes, you may to the extent permitted by law withdraw this consent at any time without affecting the lawfulness of processing based on your consent before your withdrawal.
o. You acknowledge that JOMO’s contact details are as follows:
Street address: Shop 7, 14 Tripovich St, Brunswick 3056 Victoria Australia
Email address: email@example.com
Telephone number: +61430185357
p. You may contact the Officer on [insert privacy officer’s phone number] or by email [insert privacy officer’s email address] in relation to your Personal Information, your privacy, the Privacy Act and any other relevant data collection or privacy laws, codes and regulations.
r. You may complain about any breach in relation to your Personal Information or privacy to the Office of the Australian Information Commissioner whose current contact details are:
Office of the Australian Information Commissioner
175 Pitt Street
Sydney NSW 2000
Phone (if in Australia): 1300 363 992
Phone (if outside Australia): +61 2 9284 9749
a. By selling through the App, you agree to Assembly collecting your Personal Information from JOMO, or from the financial institution involved in the Transaction, in order to provide you with services. If the Personal Information is not provided, Assembly may not be able to collect the transaction proceeds for JOMO.
b. Assembly may disclose your Personal Information to a service provider to verify your identity or to enable Assembly to provide services. The disclosure to service providers may include those overseas or who may host or access your Personal Information overseas.
c. The countries Assembly may transfer, disclose or store your Personal Information to are the United States of America, United Kingdom, New Zealand, Philippines and Singapore. Where information is transferred, disclosed or stored overseas, Assembly will seek to ensure the recipient has security systems to prevent misuse, loss or unauthorised disclosure in line with Australian laws.
d. Assembly may also use your Personal Information for other purposes such as marketing and promotion of Assembly’s products and services, market research and development, customer communications and surveys, direct marketing, and creation of statistical information and data analytics.
e. If you wish to opt out of receiving direct marketing, you may contact Assembly at firstname.lastname@example.org
a. You indemnify and hold harmless JOMO and its parents, subsidiaries, affiliates, officers, directors, co-branders, partners, employees, consultants and agents, from any Claims or Losses (including but not limited to debt recovery or legal fees) made by any third party in connection with your use of the App, your use of the Services, or any breach or contravention of these Terms.
19. Disclaimer of warranties
a. Your use of the App and the Services is at your own risk.
b. JOMO provides the App and the Services on an “AS IS” and “AS AVAILABLE” basis.
c. To the fullest extent permitted by law, JOMO does not:
i. make any express or implied warranties, guarantees, terms or conditions under these Terms or in connection with the App or the Services or your use of the App or the Services;
ii. guarantee or make any warranty in relation to the comprehensiveness, accuracy, accessibility, timeliness, security or dependability of the App or the Services;
iii. make any warranty that the App or the Services will meet your requirements or be available on a continuous, protected, or faultless basis.
20. Limitation of Liability
a. JOMO is not liable or responsible for:
i. any damage to your computer system, loss of data, or other damage arising out of your access to or use of the App or the Services;
ii. the deletion of, or the failure to store or transmit, any Content and other communications contained in the App or the Services;
iii. any compromise of the confidentiality of your Account or Credentials;
iv. any unauthorised access to or use of your Account or its Credentials;
vi. any mistakes or exclusions from any Content;
vii. any harm or loss of any kind suffered as a consequence of the use of any Content made available in the App or the Services or elsewhere.
b. To the fullest extent permitted by law, JOMO is not liable for the following items arising in connection with your use of the App or the Services:
i. any direct, indirect, incidental, special, consequential or punitive damages;
ii. any direct or indirect Losses of actual or anticipated profits;
iii. any direct or indirect Losses of actual or anticipated income; or
iv. any data, use, good-will, or other intangible Losses.
21. Assembly’s disclaimer of liability
a. If Assembly’s disclaimer of liability is not enforceable for any reason, then, Assembly’s maximum aggregate liability arising from or relating to any claim (or series or related claims) arising out of or in connection with Assembly’s services to you shall not exceed the aggregate amount of 100% of the Fees (as that term is defined in Assembly’s User Agreement) received in relation to your Transactions during the 12 month period preceding the date such claims are made. In no event shall Assembly be liable for any lost profits, data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the App or the Services.
22. Term and Termination
a. This Agreement automatically renews at each Time until terminated under this clause.
b. Either Party may terminate this Agreement by notice in writing to the other if the Party notified:
i.fails to observe any term of this Agreement; and
ii. fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of three days’ notice of the breach being given in writing by the notifying Party to the other Party.
c. Either Party may terminate this Agreement by giving at least seven days’ written notice to the other Party of the intention to terminate this agreement.
d. JOMO will stop supplying the App and the Services to you when the Agreement is terminated.
e. The obligations in clauses 6, 7, 8, 9, 10, 11, 12, 15, 16, 17, 18, 19, 20, 21, 22e, 23, 24, 25, 26, 27, 28, 29, 30 survive the termination of this Agreement.
23. Changes to Terms and Services
a. JOMO may change these Terms at any time. JOMO will notify you when it changes the Terms. If you use the Services after these changes, you agree to the changed Terms.
b. The Services may change at any time without notification to you. Additionally, JOMO may stop or suspend the Services wholly or partly without providing notice to you. JOMO may also limit use and storage in the Services at any time without advance notice.
24. Force majeure
a. If by reason of any fact, circumstance, matter or thing beyond the reasonable control of you or JOMO, either is unable to perform in whole or part any obligation under these Terms:
i. that party is relieved of that obligation under these Terms to the extent and for the period that it is unable to perform this obligation; and
b. that party is not liable to the other party to these Terms for failure to perform this obligation to the extent and for the period of non-performance contemplated by this clause.
a. You must not assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of your rights and obligations under these Terms without the prior written agreement of JOMO.
b. JOMO may assign and transfer all its rights and obligations under these Terms to any person to which it transfers all of its business.
26. Entire agreement
a. These Terms contain the whole agreement between the Parties.
b. The Parties confirm that they have not entered into these Terms on the basis of any representation that is not expressly incorporated in these Terms.
a. No failure or delay by JOMO in exercising any right, power or privilege under these Terms will impair or operate as a waiver of that right, power or privilege nor may any single or partial exercise of any right, power or privilege preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
b. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights and remedies provided by law.
a. If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and will not in any way affect any other circumstances of or the validity or enforcement of these Terms.
a. A notice or other communication in connection with these Terms has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post, or sent by email.
30. Law and jurisdiction
a. These Terms take effect, are governed by, and will be construed in accordance with the laws from time to time in force in Victoria, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.
In these Terms, unless the context otherwise requires:
a.words importing any gender include every gender;
b.words importing the singular number include the plural number and vice versa;
c. words importing persons include firms, companies and corporations and vice versa;
d. references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to these Terms;
e. reference in any schedule to these Terms to numbered paragraphs relate to the numbered paragraphs of that schedule;
f. any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
g. the headings to the clauses and schedules of these Terms are not to affect the interpretation;
h. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law under that enactment; and
i. the word ‘including’ (and related forms including ‘includes’) means ‘including without limitation’.