Terms and Conditions

The following terms and conditions constitute the entire legal agreement between Debit First Pty Ltd atf Explorer 2 Unit Trust Fund ta VIGYR (hereafter “VIGYR”, “we”, “us”, “our”) and you as the authorised party of the business entity (hereafter “The Customer”, “you”, “your”).

The ‘VIGYR Websites’ (vigyr.com and vigyr.com.au) are owned and operated by VIGYR (ABN: 46 276 349 233). Your access to these sites is subject to these terms and conditions, the VIGYR Privacy Statement, notices, disclaimers and any other rules of use contained on this web site (referred to collectively as “Terms of Use”). Your use of, and/or access to the ‘VIGYR Websites’ constitutes your agreement to the Terms of Use. Since you are bound by these Terms of Use, you should review them by following the links from within the sites.

• Any reference to “The Customer” is the business entity owners, beneficiaries, office holders, staff, employees, consultants, independent contractors and any persons representing you or your business.
• All the terms and conditions of the Software Service Agreement form part of these terms and conditions.
• This Software Service Agreement applies to all VIGYR software products, services, apps and plug ins.
• VIGYR shall not be responsible for its delay or failure to satisfy its obligations under this Agreement where causes beyond VIGYR’s control may prevail.
• VIGYR reserves the right to make changes to this agreement from time to time. Any changes we make, VIGYR will advise “The Customer” of such.
• “The Customer” shall not assign this Agreement or any other Agreement between VIGYR and “The Customer” to a third party without VIGYR ‘s written consent.
• This Support Agreement and the License Agreement are the only agreements between “The Customer” and VIGYR regarding the software and its support. Any modification or amendment shall be in writing signed by VIGYR.
• This Agreement shall be governed by the laws of Australia and its States and Territories and the parties submit to the jurisdiction of the Courts of that State.
• This support agreement does not extend to or include alterations or feature additions or enhancements to VIGYR software where “The Customer” has requested these changes.
• VIGYR takes no responsibility for computer hardware, other software programs or Network setup. Any peripheral hardware supplied by VIGYR is covered under warranty for up to 12months subject to the manufacturer warranty conditions. Where any hardware has been found to be misused or damaged through negligence or breakage, all warranty is void. “The Customer” will be responsible for all delivery charges incurred for returning any goods to VIGYR.
• VIGYR will not accept any responsibility for any damages caused to existing data, existing hardware or new hardware devices, due to negligence by “The Customer” or any third party appointed by “The Customer” to act on their behalf for the purpose of implementation of VIGYR software, devices, training, usage or otherwise.
• “The Customer” agrees that VIGYR has the sole discretion to change preferred partners. VIGYR’ only obligation is to provide a minimum of 1 (one) month notice in writing via letter or email of said changes.
• All third-party software is provided at “The Customers” own risk and is not in any way warranted by VIGYR nor shall VIGYR be in any way responsible for the implementation or effects of any “patches”, “updates”, or “fixes” offered by the manufacturer of the software.
• ‘The Customer’ accepts that where VIGYR recommended hardware installation is not implemented or is installed by a third party introduced by ‘The Customer’, then ‘The Customer’ shall indemnify VIGYR against all liability (including, but not limited to, any costs, damages or losses) that may occur as a result.
• VIGYR shall be under no liability whatsoever to the ‘The Customer’ for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the ‘The Customer’ arising out of a breach by VIGYR of these terms and conditions.
• VIGYR may license or sub-contract all or any part of its rights and obligations without the ‘The Customer’ consent.
• VIGYR reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which VIGYR notifies the ‘The Customer’ of such change.
• The failure by VIGYR to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect VIGYR’s right to subsequently enforce that provision.

• VIGYR may cancel this Service Agreement and system access effective immediately upon notice to you, if “The Customer” breaches the terms and conditions. Any amounts outstanding or overdue must be paid immediately by “The Customer”.
• VIGYR shall not be liable for any loss or damage whatsoever arising from cancellation and suspension.
• VIGYR will have no obligation to maintain your services account or to retain or provide your data except as required by law.
• VIGYR is an inclusive organisation and reserves the right to cancel Service Agreement and system access with 1 months’ notice should “The Customer” exhibit racist, sexist or abusive behaviour towards our staff or associated partners.
• Cancellation of system access may occur should the licensed software has been combined with other Software without consent of VIGYR.
• VIGYR may cancel or suspend system access at any time without notice if we believe;
•  “The Customer’s” activities violate this Service Agreement, applicable laws, or is otherwise disruptive or harmful to VIGYR.
• If required by law
  • VIGYR may suspend delivery of system access if periodic payments have not been received by VIGYR.
  • VIGYR may suspend delivery of system access should monies owing to VIGYR by “The Customer” are outstanding or become overdue.

• VIGYR owns all rights, title and interest in and to the VIGYR services (including but not limited to all intellectual property rights).
• “The Customer” agrees not to remove, use or display any copyright, trademark or other propriety rights notice from the services in any manner without VIGYR’s express prior written permission.
• “The Customer” will not modify, frame, mirror, or copy any portion of the VIGYR services.
• “The Customer” will not sell, resell, rent, transfer, distribute, timeshare the VIGYR services without VIGYR’s express prior written permission.
• “The Customer” will not access, use, or allow a third-party access or use the use of VIGYR services for the purposes of competitive analysis or to build a competing product or services.
• “The Customer” grants VIGYR authority to use your feedback, business name and logo for the purposes of marketing and promotion.
• The ‘Terms and Conditions’ contained herein refers to use of the VIGYR website (vigyr.com). As such, the ‘Terms and Conditions’ for other services provided are subject to alternate service agreements which much be adhered to.

• VIGYR and “The Customer” agree not to disclose or use any confidential information without the prior written permission of all parties: keeping within the parameters of the law.
• VIGYR and “The Customer” agree to protect the other parties confidential information within the parameters of the law.
• “The Customer” agrees to protect all authorisation details, including but not limited to usernames and passwords and agrees that those details shall not be written or stored in any manner which could result in their unauthorised disclosure

• “The Customer” is solely responsible for resolving disputes regarding ownership or access to your data, including those involving any current or former owners, employees, contractors
• VIGYR and ‘The Customer” agree to use all reasonable efforts to resolve any dispute which may arise under this agreement.
• VIGYR and ‘The Customer” agree that arbitration or litigation in relation to this agreement will not commence unless business entity director or office holders of each party meet in good faith to endeavour to resolve the dispute.

• “Services” shall mean all services supplied by VIGYR, therefore VIGYR software, VIGYR website, online sign on, V Book, key tags/membership tags, hardware.
• “Fees” shall mean the amount payable for the services as agreed between VIGYR and ‘The Customer’.
• “Documentation”, any written article (including but not limited to paperwork, website, blogs, social media).

You must not use ‘VIGYR Websites’ for any activities which breach any laws, infringe a third party’s rights, or breach any standards, content requirements or codes promulgated by any relevant authority including activities which will require us to take remedial action under any applicable industry code. You must not use ‘VIGYR Websites’ in a way which interferes with other users or defames, harasses, menaces, restricts or inhibits any other user from using or enjoying ‘VIGYR Websites’. You must not use ‘VIGYR Websites’ to send unsolicited or unwelcome electronic mail messages to anyone.
We may vary any of these Terms of Use at any time by notice to you. Your continued use of the Service after such notice will constitute acceptance of the variation. Notices under this agreement must be sent by prepaid ordinary post, by facsimile or by electronic mail, unless we specify an alternative means of giving notice in order to verify your identity.

If, in VIGYR’s reasonable opinion, you breach any of these terms or conditions, we may suspend your access to vigyr.com. You are not entitled to a credit or refund for loss of access during the suspension period.

• It is a condition of your access to the ‘VIGYR Websites’ that you:
  acknowledge that VIGYR is not under any obligation to monitor or censor the material generated by users of the service, however it reserves the right to do so;
• acknowledge that VIGYR is not responsible for the service’s content;
• agree not to make lewd, obscene, threatening, abusive or defamatory remarks or incite hatred to any other person or group;
• agree not to post or transmit any material of any kind which violates or infringes upon the rights of any other person, including material which is an invasion of any privacy or publicity rights or which is protected by copyright, trademark or any other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or relevant right holder;
• agree not to transmit any material of any kind which contains a virus or other harmful component;
• release VIGYR from all liability in connection with the service, including any failure to provide the service;

To the maximum extent permitted by law, VIGYR will not be liable in any way for any loss or damage suffered by you through use of VIGYR websites, or VIGYR’s failure to provide ‘VIGYR Websites’. Our liability for negligence, breach of contract or contravention of any law as a result of our failure to provide vigyr.com, or for any problems with vigyr.com, which cannot be lawfully excluded, is limited, at our option and to the maximum extent permitted by law, to resupplying vigyr.com to you, or to paying for resupply of vigyr.com or any part of it to you.