Terms & Conditions

Terms and Conditions
Last updated: April 09, 2021

Please read these terms and conditions carefully before using Our Service.

Welcome to the website of Kepa Software Pty Ltd (ABN 42 638 828 805) (“we”, “us” or the “Company”), a software company with substantial Portfolio Optimisation Expertise and the developer of the AppO software platform.

This website is located on the web via the domain https://kepasoftware.com/ and includes all of the files located in that domain (“this site”). The site also expressly includes the AppO Software platform (“platform”) and these terms govern your use of that platform as part of the site.

Agreement to these Website Terms of Use

By accessing this site and platform, you agree to be bound by these terms of use (“Website Terms of Use”). These Website Terms of Use constitute a binding agreement between you and the Company and govern your use of this site. These Terms of Use describe your rights and responsibility as a user of the platform and the site – and it is not necessary for you to place an order on this site to be bound by these terms.

You also acknowledge that, where you have been given access to the platform by a third party, that party who has provided you with such access (who may be a user of our platform or services) may control your use of the platform, and you agree to be bound by any additional terms or conditions that may be imposed by those third parties in addition to and independently of these terms, which continue to apply in all circumstances.

Your Authority

By accessing this site or utilising the platform, you warrant that you are responsible for and have sufficient authority to do all things and perform all actions taken by you in accessing the site or utilising the platform, including by placing any order through the site, or providing any data or information to us through your use of the site or platform.

You further warrant that where you access this site or utilise the platform in any way on behalf of a third party, you have the authority to do so on behalf of that party, and have the authority to bind that third party to these terms as agent for that party, and that such third party is so bound by your accessing the site and utilising the platform. Where you are required to indemnify us under these Terms and Conditions, an indemnity is provided on behalf of that third party in addition to your own personal obligation to indemnify us.

Privacy Policy

As part of these Website Terms of Use, your use of this site and the platform is also subject to our Privacy Policy (located at https://kepasoftware.com/privacy-policy/), which is incorporated by reference into these Website Terms of Use.

Where you have been given access to the platform by a third party, you acknowledge that any content you upload to the platform or through the site may also be accessed, and therefore retained, used, modified, communicated or deleted by the third party who has provided you access to the platform, including your own user information, and you accept that such information may be subject to any privacy policy of that third party separately to and in addition to our Privacy Policy.

Further Terms

Some of the services provided through the site, including access to the platform, may be subject to additional terms and conditions, as displayed on the site, or as part of the platform. By accessing the site or utilising the platform (or any part thereof) that is subject to such additional terms and conditions (or by placing an order through the site for a service or subscription that is governed by such terms and conditions), you also agree to those further terms as displayed at the time of your order, use or access of those parts of the site or platform. We expressly reserve our rights to amend these and any further terms from time to time and your continued use of the site and the platform will be subject to these and any terms so amended.

Legal capacity to transact

If you are under 18 years of age, you cannot place orders through this site or access the AppO Software platform. By using this site or the platform you represent and warrant to the Company that you are over the age of 18 years. Should the Company suffer any damage or other losses as a result of a transaction entered into by a minor, we reserve the right to seek compensation for such losses from his/her parents or guardians.

Restrictions on use

Prohibited conduct

Your use of this site and the AppO Software platform (herein referred to as use of this site) is subject to the rules set out in Schedule 1 below.

Violations of these Website Terms of Use

Without limiting any other remedies available to the Company at law or in equity, the Company reserves the right to, without notice, temporarily or indefinitely suspend, or terminate, your access to this site or refuse to provide services to you if:

you breach any provision of these Website Terms of Use;
the Company is unable to verify or authenticate any information that you provide to us; or
the Company believes that your actions may cause damage and/or legal liability to the Company, any of its customers or suppliers or any other person.

Indemnity

You indemnify and hold harmless the Company and its officers, employees, agents, consultants, licensors, partners and affiliates from and against any losses, liabilities, costs, expenses or damages (including actual, special, indirect and consequential losses or damages of every kind and nature, including all legal fees on a solicitor-client basis) suffered or incurred by any of them due to, arising out of, or in any way related to (directly or indirectly):

any material or information that you submit, post, transmit or otherwise make available through this site;
your use of, or connection to, this site; or
your negligence or misconduct, breach of these Website Terms of Use or violation of any law or the rights of any person.

Registration and account security

Requirement for registration

The Company reserves the right to make any parts of this site accessible only to users who have completed the registration process for the use of the site and the platform, and who have been either linked or assigned to a relevant account as part of the platform.

Username and password

Upon registration with this site, you will be issued with a username and password to access your account. You are responsible for maintaining the security of your password for this site. The Company will not be liable for any loss or damage arising from or in connection with your failure to comply with this security obligation. You agree that the Company will be entitled to assume that any person using this site with your username and password is you or your authorised representative.

You must notify the Company immediately of any known or suspected unauthorised use of any password or any other breach of security.

User information

In order to register an account with this site, you must agree to these Website Terms of Use and provide the Company with:

a valid email address;
accurate billing and contact information (including your street address and the name and telephone number of your authorised billing contact and administrator); and
any other information that may be required by the Company during the registration process.

You must promptly update this information to maintain its accuracy at all times.

You represent and warrant to the Company that all information provided to the Company by you, including the information provided by you through our account registration module or entered into your account profile, is true and not misleading and does not violate any applicable law or regulation or any person’s intellectual property or other rights.

Multiple accounts and automated account opening

One person may not maintain more than one user account with this site. Accounts registered by “bots” or other automated methods are not permitted.

Approval of registrations

The Company reserves the right to accept or reject any application for registration of an account with this site at its discretion.

Administration of Accounts

Your use of the platform on the site may either enable you to control the ability of other users of the site to access the platform (Administrator Account), or be subject to control by an Administrator Account. Users granted access to the platform with Administrator Account privileges have additional abilities to control the use of the platform by other users, and to access data uploaded or otherwise accessed or generated by those users. You agree that your use of any Administrator Account privileges will be solely in accordance with these terms, and that We take no responsibility for any actions taken by users with Administrator Account privileges, who will remain entirely liable for their own actions, and will be liable to indemnify us in the event of any costs or expenses arising out actions taken by such users.

Further, if you have Administrator Account privileges, you agree that you are solely responsible for ensuring that the activities of end users or other users of the platform under your control comply with these Terms of Use and any applicable laws, and agree to indemnify Us in respect of any costs or expenses arising out of the misuse of the platform by any users under Your control through an Administrator Account.

Where You have the ability to allow users to be associated with your account, or otherwise allow users to access the platform as a result of the privileges assigned to your Administrator Account, you are responsible for understanding the method of controlling access to the platform and association of users to your account, and will be responsible for any and all fees incurred for the provision of such access and association.

Orders

Order constitutes offer

By placing an order for a subscription to access the platform through this site, you make an irrevocable offer to us to purchase the services contained in the subscription that you have selected pursuant to these Website Terms of Use. Information contained in this site constitutes an invitation to treat only. No information in this site constitutes an offer by us to supply any services to you – however, the Company will endeavour to supply your selected services to you.

We will not commence processing any order made through this site, and your account will not be provided with access to the platform (where relevant) unless and until:

payment for the order has been received by us in full; and
the order has passed our internal validation procedures, which are undertaken in order to verify the bona fides of each order for the purpose of preventing credit card and other fraud.

We reserve the right at our discretion to:

at any time prior to your order being accepted in accordance with these Website Terms of Use, cancel all or part of your order; and
at any time:

– refuse to provide services to you
– terminate your subscription and access to the platform;
– terminate your access to this site; and/or
– remove or edit any content on this site.

Acceptance of orders

Acceptance of each order will take place if and when the Company either:

provides you with access to the platform, at the time at which the Company first allows you to access the platform;
provides the services to you, at the time at which the Company commences providing the services; or
notifies you in writing that your order has been accepted, at the time at which such notification is sent by the Company.

Prices

The Company reserves the right to change the prices for services displayed in this site at any time before you place an order, or during the course of any ongoing subscription, as and from the next scheduled payment date for that subscription.

GST

Unless otherwise expressly stated, all amounts payable through your use of this site are expressed to be inclusive of GST. For these purposes, the term “GST” has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Payment methods

Payment for orders placed through this site may be made by credit card processed online using a secure third party payment gateway.

Third party payment gateways

The Company may use one or more third-party payment gateways to facilitate secure online payment transactions. Payments made through such payment gateways are subject to the terms and conditions and privacy policy of the relevant third-party providers. Unless you expressly consent otherwise, we do not see or have access to any personal information that you may provide to such third party payment gateway providers, other than information that is required in order to process your order and deliver your purchased items to you (eg, your name, email address and billing address).

Credit and debit card payments

All major credit cards and debit cards are accepted. We reserve our rights not to accept certain credit cards and debit cards where those cards are not accepted by any third party payment gateway providers used by us to process payments. Please note that we may be unable to accept credit cards issued by banks outside of Australia in some cases. Additional transaction fees may apply if paying by credit card, in which case the additional charges will be specified at checkout.

Refunds and other remedies

Except as expressly provided otherwise in these Website Terms of Use, all amounts paid through this site are non-refundable. Further information on the steps that the Company will take to remedy any breach of any non-excludable condition or warranty/guarantee is provided under the heading “Remedies limited” in these Website Terms of Use below.

Security

While our third party payment gateway and website hosting providers employ secure technology for transactions with our customers, we will not be responsible for any damages, including consequential losses (whether direct or indirect), that may be suffered by a customer whose credit or debit card or bank account information is used in a fraudulent or unauthorised manner by any person other than the Company.

The Company may request further information from you, such as a copy of your credit card and/or other identification documentation, as part of our internal validation procedures. These procedures help protect bank and credit card account holders from online fraud. Until your order has passed our internal fraud prevention checks, your order will remain on pending status. If further information is requested and you do not provide the requested information within such time as the Company considers appropriate at its discretion, your order will be cancelled and, if your payment has been received, it will be refunded back to you.

Intellectual property

Copyright

In these Website Terms of Use, the term “Proprietary Content” means:

this site;

all of its content (including all of the text, graphics, designs, software, data, sound and video files and other information contained in this site, and the selection and arrangement thereof); and
all software, systems and other information owned or used by the Company in connection with the services offered through this site (whether hosted on the same server as this site or otherwise).

All Proprietary Content is the property of the Company or its licensors (as applicable) and is protected by Australian and international copyright laws. You must not reproduce, transmit, republish or prepare derivative works from any of the Proprietary Content, except as expressly authorised by these Website Terms of Use or with the prior written consent of the Company or other copyright owner (as applicable).

You may download and print out content from this site only for your own personal and non-commercial use and provided that you do not remove or modify any copyright, trademark or other proprietary notices.

Your Data

When you upload information to the platform or to the site (“User Data”), you retain all ownership, rights, title and interest to that User Data, in the format and manner in which it is supplied to us. By uploading User Data to our site, you grant to us a non-exclusive, worldwide, irrevocable limited licence to access, process, communicate, modify, reproduce, use, collate, export, display your User Data for the purpose of providing you with the services of the platform and the site.

By uploading User Data, you represent and warrant to us that your doing so is in full compliance with these terms and conditions, all applicable laws, and that you have obtained all necessary licences, assignments, rights, releases and other permission to use the User Data in the form and manner permitted by the Terms, and that you are authorised and permitted to provide the licence set out in these terms above in relation to that User Data.

You agree that you are fully responsible for the use of the User Data, and agree to indemnify us in respect of any liability arising out of your uploading of the User Data in any way (including as a consequence of our actions upon the upload of the User Data).

Trademarks

The Company’s logo and the phrase “Portfolio Optimisation Expertise” are trademarks of the Company. The look and feel of this site (including all button icons, scripts, custom graphics and headers) are the trademarks, service marks and/or trade dress of the Company. These trademarks, service marks and trade dress may not be used, copied or imitated, in whole or in part, without the prior written consent of the Company.

Copyright claims

If you believe that our site contains any material that infringes upon any copyright that you hold or control, or that users are directed through a link on this site to a third party website that you believe is infringing upon any copyright that you hold or control, you may send a notification of such alleged infringement to us in writing. Such notification should identify the works that are allegedly being infringed upon and the allegedly infringing material and give particulars of the alleged infringement. In response to such a notification, we will give a written notice of a claim of copyright infringement to the provider of the allegedly infringing material. If the provider of that material does not respond to us in writing denying the alleged infringement within 14 days after receipt of that notice, we will remove or block the allegedly infringing material as soon as is reasonably practicable. If the provider of that material responds to us in writing denying the alleged infringement, we will, as soon as is reasonably practicable, send a copy of that response to the original notifying party. If the original notifying party does not, within a further 14 days, file an action seeking a court order against the provider of the allegedly infringing material, we may restore any removed or blocked material at our discretion. If the original notifying party files such a legal action, we will remove or block the allegedly infringing material pending resolution of that legal action.

Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS, LICENSORS, PARTNERS AND AFFILIATES EXPRESSLY DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) IN RELATION TO THIS SITE AND ANY SERVICES PURCHASED OR OBTAINED THROUGH THIS SITE, INCLUDING ANY IMPLIED WARRANTY/GUARANTEE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

This site is provided strictly on an “as is” basis. To the maximum extent permitted by law, the Company and its officers, employees, agents, consultants, licensors, partners and affiliates make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of this site or any of its content, and in particular do not represent, warrant or guarantee that:

the use of this site will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
this site will meet your requirements or expectations;
anything on this site, or on any third-party website referred or linked to in this site, is reliable, accurate, complete or up-to-date;
the quality of any services, information or other material purchased or obtained through this site will meet any particular requirements or expectations;
errors or defects will be corrected; or
this site or the servers that make it available are free of viruses or other harmful components.

Limitation of liability

Exclusion of liability

To the maximum extent permitted by law, the Company and its officers, employees, agents, consultants, licensors, partners and affiliates exclude all liability to you or any other person for any loss, cost, expense, claim or damage (whether arising in contract, negligence, tort, equity, statute or otherwise, and for any loss, whether it be consequential, indirect, incidental, special, punitive, exemplary or otherwise, including any loss of profits, loss or corruption of data or loss of goodwill) arising directly or indirectly out of, or in connection with, these Website Terms of Use or the use of this site by you or any other person.

Remedies limited

To the maximum extent permitted by law, the Company and its officers, employees, agents, consultants, licensors, partners and affiliates expressly limit their liability for breach of any non-excludable condition or warranty/guarantee implied by virtue of any legislation to the following remedies (the choice of which is to be at the Company’s sole discretion):

in the case of goods, to any of the following:
the replacement of the goods or the supply of equivalent goods;
the repair of the goods;
the payment of the cost of replacing the goods or of acquiring equivalent goods; or
the payment of the cost of having the goods repaired; and
in the case of services:
the supply of the services again; or
the payment of the cost of having the services supplied again.

Release

You agree that your use of this site and platform is at your own discretion and risk. You agree to release the Company and its officers, employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that you may have against any of them arising from these Website Terms of Use or the use of this site by you or any other person. The Company may plead this release as a bar and complete defence to any claims or proceedings.

Force majeure

To the maximum extent permitted by law, and without limiting any other provision of these Website Terms of Use, the Company excludes liability for any delay in performing any of its obligations under these Website Terms of Use where such delay is caused by circumstances beyond the reasonable control of the Company, and the Company shall be entitled to a reasonable extension of time for the performance of such obligations.

General

Interpretation

In these Website Terms of Use, the following rules of interpretation apply:

headings are for reference purposes only and in no way define, limit or describe the scope or extent of any provision in these Website Terms of Use;
these Website Terms of Use may not be construed adversely against the Company solely because the Company prepared them;
the singular includes the plural and vice-versa;
a reference to a “person” includes an individual, a firm, a corporation, a body corporate, a partnership, an unincorporated body, an association, a government body or any other entity; and
the meaning of general words is not limited by specific examples introduced by “including”, “for example”, “in particular” or similar expressions.

Notifications

The Company may provide any notification for the purposes of these Website Terms of Use by email and/or by adding the notification into your user control panel.

Costs

Except as specifically provided in these Website Terms of Use, each party must bear its own legal, accounting and other costs associated with these Website Terms of Use.

Assignment

You may not assign, transfer or sub-contract any of your rights or obligations under these Website Terms of Use without the Company’s prior written consent. Your registration with this site is personal to you and may not be sold or otherwise transferred to any other person.

The Company may assign, transfer or sub-contract any of its rights or obligations under these Website Terms of Use at any time without notice to you.

No waiver

Waiver of any power or right under these Website Terms of Use must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver. Any failure by the Company to act with respect to a breach by you or others does not waive the Company’s right to act with respect to that breach or any subsequent or similar breaches.

Severability

The provisions of these Website Terms of Use are severable and, if any provision of these Website Terms of Use is held to be illegal, invalid or unenforceable under present or future law, such provision may be removed and the remaining provisions shall be enforced.

Variation

The Company reserves the right to amend these Website Terms of Use and any other policy on this site at any time in its sole discretion and any such changes will, unless otherwise noted, be effective immediately. Your continued usage of this site will mean you accept those amendments. We reserve the right, without notice and at our sole discretion, to change, suspend, discontinue or impose limits on any aspect or content of this site or the services offered through this site.

You may only vary or amend these Website Terms of Use by written agreement with the Company.

Governing law and jurisdiction

These Website Terms of Use will be governed in all respects by the laws of New South Wales. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.

Schedule 1 – Prohibited conduct

YOU MUST NOT:

use any device, routine or software that interferes, or attempt to interfere, with the proper working of this site;
engage in any action that requires, or may require, an unreasonable or excessively large load on our infrastructure;
use this site to decipher passwords or security encryption codes, transmit any worms, viruses or Trojan horses, transfer or store illegal, threatening or obscene material or otherwise violate the security of any computer network;
use this site to violate any applicable local, state, national or international law, to engage in any misleading or deceptive online marketing practices or for any fraudulent or malicious purposes;
use any spider, robot or search/retrieval application or any screen scraping, data mining or similar data gathering device, process, program or means to access, retrieve or index any portion of this site;
use this site by any automated means;
use this site to transmit junk mail, spam or chain letters or pyramid schemes or engage in other flooding techniques or mass distribution of unsolicited email;
access, retrieve or index any portion of this site for use in constructing or populating any database that is searchable online or for the purpose of soliciting or sharing reviews;
interfere with the display of any advertisements appearing on or in connection with this site;
reverse engineer, decompile, disassemble, adapt, modify, translate, frame or reformat any of the material contained on this site;
reproduce, duplicate, copy or store any of the material appearing on this site other than for your own personal and non-commercial use;
falsely imply that any other website is associated with this site;
do anything that leads, or may lead, to a decrease in the value of the Company’s intellectual property rights in this site;
use or exploit any of the material appearing on this site for, or in connection with, any business or enterprise (whether for profit or otherwise), including any business or enterprise that is in competition with this site;
release to the public any news release, advertising material, promotional material or any other form of publicity or information relating to the Company without the Company’s prior written consent; or
use this site to transmit any information or material that is, or may reasonably be considered to be:
abusive, threatening, harassing, harmful, obscene, indecent, lewd, inflammatory, violent, vulgar, profane, racially, ethnically or otherwise objectionable or offensive in any way;
libellous, defamatory, pornographic, sexually explicit, unlawful or plagiarised;
infringing upon or violating any copyright, trademark, patent or other intellectual property or proprietary right;
in breach of any duty of confidentiality by which you are bound, whether by way of a fiduciary or contractual relationship;
in breach of any person’s privacy or publicity rights;
a misrepresentation of facts, including the impersonation of any person or entity or a misrepresentation of an affiliation with any person or entity (including any sponsorship or endorsement);
in violation of any applicable law, statute, ordinance or regulation, or encouraging of others to do so;
containing any political campaigning material, advertisements or solicitations; or
likely to bring the Company or any of its staff into disrepute.