Terms and Conditions

1.0   CONDITIONS OF AGREEMENT

1.1   This agreement constitutes an offer by Newbook Pty Ltd. (“Newbook”, “we”, “us” or “our”) to the buying party named on page 1 of this agreement (“client, “you” or “your”) for the sale of the products and/or services itemised above (“Products” or “Services”). The offer made in this agreement by us is subject to the terms and conditions below. You may accept this offer by signing the agreement in the provided section. By accepting this offer you accept the terms and conditions below.

1.2   The Newbook Investment Plan set out in this offer is for a minimum contract term of 12 months. Your plan will be automatically renewed for a further term of 12 months unless you have contacted Newbook and advised that you would not like to renew at least 30 days prior to the renewal date.

1.3   If you have not accepted this offer within 14 days of the date of this agreement, this agreement will expire and will be null and void. Expiry dates on agreements are set to be able to inform us when the agreement is still active or to be discarded. Once discarded, the agreement will need to be reconsidered or reissued at the discretion of Newbook.

2.0    TERMS AND AMENDMENT PROCEDURE

2.1    These Terms and Conditions are subject to revision at the discretion of Newbook from time to time.

2.2    We may vary these Terms and Conditions, the amount we charge for any service set out in this offer, or the terms of the operation of any Product or Service, at any time by notice on the home page of our website at newbook.cloud . You will be alerted to any changes made, which will be set out in the notice, by way of email sent to your main email address provided at the time of acceptance of this offer.

2.3    Any changes will become effective upon publication of the notice. Where we vary the prices for services, we will give at least 14 days’ notice of the change by the same means and the new prices will apply at the end of that period.

2.4    If you use the service after that publication, your use will constitute an acceptance of the amended terms.

2.5    The Terms and Conditions contained in this offer constitute the entirety of the parties’ agreement and supersede prior agreements.

3.0    SERVICE

3.1    Newbook shall provide the Products and/or Services contained in this offer to you, subject to the terms of this offer

3.2    We may perform scheduled and/or unscheduled maintenance on our servers from time to time. We will attempt to perform all scheduled maintenance as close to the scheduled time as possible. If scheduled maintenance requires the service to be offline for more than 60 minutes, we will e-mail you details of the scheduled maintenance at least 24 hours in advance of the maintenance. We will endeavour to inform you by e-mail of unscheduled maintenance in advance.

3.3    In contracting with Newbook for the services, the client obtains no rights to the hardware and/or other infrastructure and facilities owned by Newbook to deliver the service.

3.4    In the absence of any additional written agreement, these terms (as varied from time to time) will apply to any further services you acquire from Newbook Pty Ltd.

If you have a question, the Newbook support team is only a short phone call away. Your support package offers email, ticket and phone support 24 hrs.
Official support channels include telephone, e-mail su*****@ne*****.cloud or internal support requests; all inbound and outbound calls are recorded for training purposes.

3.5 For the DIY Self Support (A) plan does not offer any office support however please note you can upgrade your Support Plan at any time for a minimum of 3 months.
3.6 Unless a paid support license is selected all subscriptions default to DIY support.

Office Support is available for clients between Monday 7:30 am and Saturday 10:00 am (AEST) for plans (B),(C) and (D). Clients on these plans are able to contact via telephone, e-mail  su*****@ne*****.cloud  or internal support request, all inbound and outbound calls are recorded for training purposes. We may offer additional opening hours on a seasonal basis however these hours are not guaranteed. For all emergency after hours please refer to your ‘emergency handbook guide’ for instructions and applicable fees.

3.4.1 If a consultant is available and support request valid then we will always attempt to resolve the request when first made. All support requests that cannot be resolved when made will be acknowledged within one hour to confirm the ticket has been lodged and a unique reference number will be issued.
3.4.2 The support desk function is only able to resolve valid support requests. Valid requests are software configuration questions, technical problems, entry-level user support and simple usage questions. Requests such as detailed user training, installation services, back end scripting, design services, consultancy services, third party software or integration support are not considered valid support requests. These additional services are charged separately.
3.4.3 Newbook reserves the right to withhold support if the customer account has not kept up to date with the agreed payment of fees and credit terms.
3.4.4 All software support will only be given to the nominated users in each organisation (usually 2). Each support plan holder must nominate the names of the 2-people requiring software support as we cannot provide support for un-trained users.
3.4.5 The support desk cannot provide detailed installation/setup support as this is purchased as a separate service. All install questions must be referred back to your original setup consultant as the support desk are not usually aware of all the relevant facts.
3.4.6 Support can only be provided for the software purchased from ourselves and not for your network, PCs or other third party software. Where possible we will always try to point you in the right direction in the event of your support issue being caused by other aspects of your IT systems.
3.4.7 Support Plans do not include on-site support. All assistance required on-site is charged separately. Remote Access Support via TeamViewer is available to all customers.
3.4.8 An online knowledge base, wiki and help sheets will be regularly updated and available for customers.
3.4.9 Any enquiries from your guests / customers / suppliers are to be directed to your company and not to any Newbook Support or billing centres, as we are a backend service provider and not client facing.

4.0    PAYMENT

4.1    You must pay all service time charges, minimum charges and other amounts incurred by you or any designated users or incurred as a result of any use of your user passwords (whether authorised or not) in accordance with the billing option selected quarterly or annually in advance.

4.2    All additional charges incurred by you will be invoiced monthly in arrears, and are payable within 7 days of receiving a tax invoice from us.

4.3    You must pay all amounts billed in accordance with your chosen Newbook package contained in this offer and as varied from time to time. No credit terms are given.

4.4    The first payment is to be made before we enable user access and integration. The billing cycle will commence immediately upon signing this agreement, regardless of whether the system is being used for training, setup or live business use.

4.5    Payments can be made by BPay, direct debit or credit card.

4.6    If the client wishes to pay their bill via Direct Debit or Credit Card, please see the Registration Pack. Upon registration of a direct debit or credit card account, you give us authorisation to charge your bank account or credit card for all charges.

4.7    Payment for all billing cycles is always due upfront / in advance, and must be received by Newbook by the payment due date to avoid interruption to service. The payment due date is always the last day of your previous billing period. It is your responsibility to ensure the payment due date is met. If the payment due date is not met, the service may be suspended without advance notice.

4.8    Accounts being paid by credit card will be charged 7 days prior to the commencement of the next billing period (or closest business day thereto).

4.9    Newbook reserves the right to pass on any debt collection costs and also charge interest at a rate of 13% p.a for any outstanding amounts owing outside of the agreed payment terms.

5.0    PRICING

5.1    All prices in this agreement are exclusive of applicable taxes (such as GST) unless specifically noted otherwise. Payments made by credit card shall incur a credit card fee applicable to that card’s vendor, which may change from time to time at that vendor’s discretion.

5.2    The prices contained in this offer or any subsequent quotation may have varied upon agreement between Newbook and you in writing. Newbook reserves the right to alter any Product and/or Service and/or price in this offer or any subsequent quotation, provided such offer or quotation has not been agreed to by you, including CPI increase.

6.0    PRIVACY

6.1    Information collected about both you and your Customers is subject to the terms of Newbook’s privacy policy, the terms of which are hereby incorporated by reference. A link to Newbook’s privacy policy can be found at its website newbook.cloud

6.2     Clients are to keep their Newbook investment confidential at all times and are not to disclose the monthly investment fee with other business’s or competitors. If disclosed to other business’s / competitors contract can be terminated.

6.3     Newbook may conduct credit checks against the individual person signing this agreement, as well as the business/trust/company/entity and any directors/trustees/partners of the entity(/s) entering into this agreement with Newbook.

6.4     Newbook reserves the right to decline service and cancel this agreement with any individual/entity showing an adverse credit rating.

7.0    TERMINATION TERMS

7.1    You have the right to terminate this agreement at any time after providing at least 3 months written notice. However, should you wish to terminate before the contract term set out herein has expired, you will forfeit any payments that have been made to Newbook and you will be liable to pay all amounts payable to Newbook under the terms of this agreement until the expiration of your contract period.

7.2    Any promotional discounts related to the on-boarding costs i.e. Setup, Training, Migration, will be payable to the original amount if client terminates this agreement prior to the expiration.

7.3    If you have a multi-property pricing arrangement and wish to terminate an individual property, the agreement prices for the remaining properties will be void and new prices will be provided by Newbook in its absolute discretion (including increase of prices).
7.4   Newbook is not responsible for the performance of third party integrations. Integrations may be discontinued and it does not allow for early termination of your Newbook contract.

8.0    WARRANTIES AND LIABILITIES

8.1    We do not warrant that:

8.1.1    The services provided under this agreement will be uninterrupted or error free;

8.1.2    The services will meet your requirements, other than as expressly set out in this agreement; or

8.1.3    The services will be free from external intruders (hackers) or other persons having unauthorised access to the services or systems of Newbook.

8.1.4    The services provided are compliant with any local, state or federal government requirements including but not limited to tax, invoicing, accounting or trust accounting. It is the customer’s responsibility to ensure that they comply with local, state or federal government requirements.

8.2    Except as expressly provided to the contrary in this agreement, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this agreement, are excluded. Where any statute implies any term into this agreement and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this agreement. However, our liability for any breach of the term will, if permitted by that statute, be limited, at our option, to the re-supply of the services again or payment of the cost of having the services supplied again.

8.3    Newbook will not be liable to the client for:

8.3.1    Any loss or damage in respect of the provision of its services or any costs, claims, loss or damage of any kind resulting from the fraudulent, negligent or otherwise unlawful behaviour of the client or any other third party;

8.3.2    Any costs, claims, loss or damage arising from any information, data or other material provided to Newbook by or on behalf of any person; or

8.3.3    Any loss or damage suffered as a result of any issue as set out in clause 9.1 above.

8.4    You warrant that:

8.4.1    At the time of entering into this agreement, you are not relying on any representation made by us which has not been stated expressly in this agreement, or on any descriptions or specifications contained in any other document, including any catalogues or advertising material which we have produced;

8.4.2    You will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by you or downloaded by you through the Newbook service does not contain any computer virus and will not, in any way, corrupt the data or systems of any person;

8.4.3    You will incur any costs related to software, hardware, servicing, personal time or any other expense relating to your ability to access the service; and

8.4.4    You will keep secure and keep confidential any passwords used to access the service.

8.5    You accept responsibility for all information and material you or any third party transfers over any service, and indemnify us and hold us harmless against any liability in relation thereto. In particular, you undertake that you shall not publish or issue any information that is illegal or defamatory. You also acknowledge that we do not check or approve any information or material available through the service and that we do not accept any liability for the information accessed or deposited through the service or for any traffic traversing the network. To the full extent permitted by law, you access and use such information and material at your own risk.

8.6    You are solely responsible for dealing with third parties who access the service, and must not refer complaints or inquiries from third parties to us.

8.7    We are not liable to you or any other person for:

      8.7.1    Any cost, loss or liability (including loss of profit or other consequential damage) arising from our supply or failure or delay in supplying the service;

      8.7.2    The content, context or confidentiality of any communications made using the service; or

      8.7.3    Any inconvenience, losses, damages, costs incurred or any other issues relating to or caused by third party software/systems which are integrated for use with Newbook, including but not limited to channel managers, customer databases, payment gateways, security systems, PABX and point of sale systems.

8.8    Newbook has the final decision making ability as to which third parties the service will integrate with. Newbook will provide technical support at its sole discretion and may discontinue support for a third party integration in the future. A minimum 30 days’ notice will be provided by Newbook to you before the cancellation of a third party integration unless agreed in writing with you.

8.9    Newbook does not provide a bookkeeping service and will not provide support for balancing or reconciling third-party payment gateways, accounting systems or trust accounting systems. All queries must be directed to the respective third-party provider and any technical issues dealt with between the third-party provider and Newbook at our discretion.

8.10    You agree that you will protect, indemnify, save and hold Newbook harmless from any and all stipulations, claims, actions, arrears, losses, expenses (including legal fees) and assertions claimed against Newbook that may arise or result from any service provided or executed, or agreed to be executed, or any product or service sold by Newbook on your behalf.

8.11    This Agreement shall be governed by, interpreted and enforced in accordance with the laws of Queensland, Australia. Any action relating to this Agreement must be brought in the courts located on the Gold Coast or Brisbane, Queensland, Australia.

9.0    INTELLECTUAL PROPERTY

9.1    Subject to the provisions of this Agreement, each party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any development or change to Newbook’s software/systems as a result of feedback, recommendation or input from you, regardless of whether payment was or was not received by Newbook, will remain the sole Intellectual Property of Newbook.

10.0    CONFIDENTIALITY

10.1    Each party acknowledges that it may have access to or obtain Confidential Information of the other party and/or its customers. Each party shall keep in strict confidence and not use or disclose any Confidential Information except for the purpose of performing or enabling its agents, employees and/or contractors to create and operate the services provided by this agreement, or as may be required by law.

11.0    NEWBOOK PAYMENTS INTEGRATION TERMS OF SERVICE POWERED BY STRIPE

11.1    By accepting these Terms of Service (“TOS”) or by accessing or using the Payments Products, you acknowledge that you have read, understood, and agree to be bound by these TOS. If you are entering into these TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these TOS, you must not accept this TOS and may not use the Payments Products. We may change these TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account, in our customer service portal, or other reasonable means. You can review the most current version of this TOS at any time at https://www.newbook.cloud/terms-and-conditions/. The revised Terms of Service will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Payments Products after that date, your use will constitute acceptance of the revised Terms of Service. If any changes to these TOS is not acceptable to you, your only remedy is stop using the Payments Products.

11.2    Payments Generally. As described in the applicable documentation, certain of Newbook’s products and services enable you to accept payments (the “Payments Products”) via credit card, debit card, Interac, ACH, and other payment applications as determined by Newbook, including, cards bearing the trademarks of Visa®, MasterCard®, Discover®, and American Express® (collectively, as may be updated by Company from time to time in its discretion, the “Card Brands”). In connection with the enabling of the Payments Products, your data will be transmitted to, and collected and stored by, third-party service providers including Stripe. Newbook does not collect or store any payment card information in connection with the Payments Products. Newbook is not a depository institution and does not offer Banking Services or Money Service Business services as such terms are defined by the United States Department of Treasury.

11.3    Stripe Services Agreement. Newbook processes the payments via the Payments Products through third-party payment processor Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these TOS or continuing to use the Payments Products, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a required condition of Newbook enabling payment processing services through Stripe, you agree to provide Newbook accurate and complete information about you and your business, and you authorize Newbook to share such information and other transaction information related to your use of the Payments Products and the payment processing services provided by Stripe. By accepting the Stripe Services Agreement and using the Payments Products, you acknowledge and agree that you have read and accepted, and agree to be bound by and comply with, the Stripe Service Agreement and payment method terms, as may be amended from time to time without prior notice to you. You understand and agree that any breach by you of the Stripe Services Agreement or any agreement with any other third party service provider required to provide the Payments Products shall be deemed to be a breach by you of these TOS.

11.4    Acquirer Discloser.

• In the United States, Stripe, Inc. is a Payment Facilitator of the following Payment Method Acquirers:
  • Cross River Bank, 2115 Linwood Avenue, Fort Lee, NJ 07024, USA, in**@cr********.com or +1-201-808-7000;
  • Deutsche Bank Trust Company Americas, One Columbus Circle, New York, NY 10019, USA, co******************@li**.com ;
  • Goldman Sachs Bank USA, 200 West Street, New York, New York 10282, USA, tx****************@gs.com or +1-212-902-2000;
  • PNC Bank, N.A., 1600 Market Street, 8th Floor, Pittsburgh, PA 19103, USA, +1-800-PNC-BANK; and
  • Wells Fargo Bank, N.A., P.O. Box 6079, Concord, CA 94524, USA, +1-844-284-6834
• In Canada, Stripe, Inc. is a Payment Facilitator of the following Payment Method Acquirers:
  • Peoples Trust Company, #1400 – 888 Dunsmuir Street, Vancouver, BC, V6C 3K4 Tel: 1-844-304-2083; www.peoplespayments.com; and
  • Everlink Payment Services Inc. 125 Commerce Valley Drive West, Suite 100 Markham, ON, L3T 7W4 Tel: 1-888-354-6577; www.everlink.ca
• Customer is solely responsible for the acquisition, purchase, and maintenance of Stripe-compatible terminals necessary for transaction processing under this agreement. If purchased, you will be invoiced upon activation.

11.5    Changes and Updates. We may change, replace, or terminate the services of any payment processor at any time without your consent, but we will use commercially reasonable efforts to notify you of any such changes. If we replace a payment processor or other third party service provider, or add a payment method, you understand and agree that you may be required to agree to be bound by additional terms and conditions associated with such replacement. You agree that your continued use of the Payments Products constitutes your agreement to such additional terms and conditions and you will be subject to such revised terms.

11.6    Privacy Policy. While providing you with Connect services, Stripe processes your data as explained in Stripe’s Privacy Policy. In particular, Stripe, our payment processor, can obtain information from credit agencies (and you hereby consent to Stripe doing so) to verify your identity. That information will be used for the purposes described in Stripe’s Privacy Policy.

11.7    Processing Fees. All transactions made through your use of the Payments Products are subject to fees that are deducted from your payments settlement or billed to your account. We reserve the right to change payment processing fees and other fees related to our Payments Products at any time. We will provide you with reasonable notice of changes via email, notice provided in our customer service portal, or other reasonable means. If you do not accept the pricing changes, then you have the right to terminate using the Payments Products at any time. You will remain liable for chargebacks, reversals, and other exception items after terminating use of the Payments Products. Chargebacks, retrievals, billing rejects and ACH returns are assessed at $25.00 each.

11.8    Payouts. Funds processed through the Payments Products will be disbursed to you interest free, less any refunds, chargebacks, and any applicable fees including the processing fees. Funds processed through the Payments Products will be disbursed periodically as described in the Stripe Services Agreement. Notwithstanding anything to the contrary herein, you acknowledge and agree that we may withhold, suspend or delay disbursement of funds to you if we are required to withhold such amounts by law, if you are delinquent in any amount owed to us under these Terms and Conditions, or otherwise in order to protect us against the risk of, among other things, existing, potential or anticipated chargebacks, fraud or your failure to fulfill your responsibilities under these TOS. Such withholding, suspension or delay may be temporary or permanent as determined by us in our sole discretion.

11.9    Refunds. It is your responsibility to communicate your refund policy to your customers. You shall ensure that your refund policy is consistent with the Stripe Services Agreement and all applicable Card Brand rules. All refunds will be charged to you along with any applicable processing fees. All communications or disputes regarding refunds are between you and your customers. We may force a refund of any charges that we reasonably believe are fraudulent or if we receive complaints from a substantial number (as determined by us in our discretion) of Buyers with respect to your products or site and waive any claim against us in connection therewith. You are still responsible for processing and associated fees with respect to refunded amounts.

11.10    Reconciliation and Charge Backs; Debit of Your Account. You are solely responsible for individual transaction reconciliations for each disbursement. You are solely responsible for communications or disputes regarding chargebacks. You are solely responsible for payment of all chargebacks and ticketing and associated fees of any kind whatsoever against any merchant account established by us for the purpose of consummating financial transactions conducted on your behalf. For any negative transactions including any refunds and/or chargebacks, Newbook reserves the right to offset such negative transactions against disbursements to you, or, if any disbursement is less than such offset, to require immediate payment, or debit your bank account, in the amount of the balance of such offset. You agree that Newbook may, without prior notice to you, debit your bank account for the full amount of any negative or debit balance including chargebacks and reversals if at the end of any disbursement there is a negative or debit balance in your account and waive any claim against us in connection therewith. If we are unable to collect on any refunds and/or chargebacks using offset of your disbursement or debit of your bank account, we have the right to invoice you any unpaid balance which shall be subject to interest that we are entitled to charge pursuant to the TOS.

11.11    Transaction Limits. We or relevant third parties including Stripe, Card Brands or banks, may set transaction limits with respect to use of the Payments Products, in our or their sole discretion.

11.12    Reserve. You acknowledge and agree that in addition to other rights afforded to us under these TOS, we may establish, in our sole discretion, a reserve account to satisfy any of your actual or potential delinquent obligations pursuant to any agreement between you and Newbook (the “Reserve Account”). We may (but are not required to) apply funds in the Reserve Account toward and may set off any funds that would otherwise be payable to you against the satisfaction of any amounts which are due from you. The Reserve Account will not bear interest, and you will have no right or interest in the funds in the Reserve Account. Upon satisfaction of all your obligations under such agreements, we will pay to you any funds then remaining in the Reserve Account. Any funds in the Reserve Account may be commingled with other funds and need not be maintained in a separate account. The parties’ rights and obligations under this Section shall survive the termination of the Agreement.

11.13    Additional Responsibilities for Payment Processing Products. In addition to your other obligations under these TOS, in connection with your access to and use of the Payments Products, you agree to:

a.    Administer security within your technical systems and environments used in connection with the Payments Products (the “Customer Solution”) (e.g., granting of rights to a user with the Customer Solution).
b.    Maintain your authorized users’ technology and provide authorized users with network access to the Payment Processing Products.
c.    Use reasonable precautions to ensure security for integration between your Customer Solution and the Payments Products.
d.    Maintain compliance with the then-current Payment Card Industry Data Security Standard (“PCI DSS”).
e.    Maintain and observe all reasonable security measures to protect your Customer Solution from unauthorized control, tampering, or other unauthorized access.
f.    Comply with all laws, including laws regarding privacy and protection of consumer data, and comply with the Visa Cardholder Information Security Program, the Mastercard Site Data Protection Program and all other applicable rules of Card Brands, as well as the General Data Protection Regulation (“GDPR”) as related to cardholder information of buyers within the European Union.
g.    Provide all disclosures to and obtain all consents from each customer, in each case as required by the card associations and law, prior to transmitting information relating to such end user to the Payments Products. Without limitation of the foregoing, as a prerequisite to using the Payments Products, you agree to post the following information and policies on your website and provide notices thereof to your customers: (1) refund policy, (2) customer service contact information, (3) delivery policy; (4) privacy policy, and (5) terms of use and terms of sale.

11.14    Indemnification for Payments Related Matters. You shall indemnify and hold Newbook and its affiliates, officers, directors, employees and agents harmless from any and all stipulations, claims, actions, arrears, losses, expenses (including legal fees) and assertions that may arise or resulting from (a) any breach of these TOW, the Stripe Services Agreement or other agreement with a third party related to the provision of Payments Products, or (b) any transaction submitted or processed through the Payments Products by you, your customers or any third party using your access credentials.