Updated August 2023.
1.0 Conditions of agreement
1.1 This agreement constitutes an offer by VenueSumo Pty Ltd.
(“VenueSumo”, “we”, “us” or “our”) to the client specified on page 1 of this agreement (“client, “you” or “your”) for the sale of the products and/or services (“Products” or “Services”).
VenueSumo offers venue management software-as-a-service that provides clients with online booking & ticketing, waiver management, point of sale, party, group and event bookings, customer relationship management, memberships and reporting.
The offer made in this agreement is subject to the terms and conditions outlined below. By signing this agreement in the designated section, you acknowledge your acceptance of this offer and agree to abide by the following terms and conditions.
1.2 The offer is a minimum contract term of 1 month. You will be automatically renewed for a further month unless you have advised VenueSumo that you would like to cancel at least 30 days prior to the renewal date.
1.3 If you do not accept this offer within 14 days of the date of this agreement, it will automatically expire and become void. Expiry dates are implemented to track the validity of agreements, indicating whether they are still active or should be discarded. Should the agreement expire, you may need to reconsider or request a reissue at the discretion of VenueSumo.
2.0 Modifications to terms and conditions
2.1 VenueSumo reserves the right to modify these Terms and Conditions periodically at its discretion.
2.2 VenueSumo retains the right to modify these Terms and Conditions, service charges, or the operational terms of any Product or Service offered. Such changes will be communicated through a notice on our website’s homepage and via email to the main email address you provided during the acceptance of this offer.
2.3 The updated Terms and Conditions will take effect upon notice publication. In the case of service price adjustments, we will provide a minimum of 30 days’ notice through the same means, and the revised prices will be applicable after this period.
2.4 By continuing to use the service after the notice is published, you are indicating your acceptance of the amended terms.
2.5 The Terms and Conditions outlined in this offer represent the entire agreement between the parties and supersede any previous agreements.
3.0 Products and services
3.1 VenueSumo provides the Products and/or Services as outlined in this offer, subject to the terms specified here.
3.2 Scheduled and/or unscheduled maintenance may occur on our servers. We strive to perform scheduled maintenance as close to the scheduled time as possible. For scheduled maintenance lasting more than 60 minutes, we will notify you via email at least 24 hours in advance. Unscheduled maintenance will also be communicated in advance via email.
3.3 By contracting with VenueSumo for services, the client does not gain rights to the hardware and/or infrastructure owned by VenueSumo for service delivery.
3.4 These terms, as varied from time to time, will apply to any additional services acquired from VenueSumo in the absence of any separate written agreement. All VenueSumo plans include 24-hour access to email, ticket and help center support.
3.5 The client agrees to provide VenueSumo promptly with all information to enable VenueSumo to perform the support services.
3.5 “Junior Sumo” plan does not include “Call-back critical phone support”.
3.6 VenueSumo will continually be worth with clients to improve the services in the form of new features and functionality to improve efficiencies in client’s businesses. Reasonable modifications will be provided at no additional charge. VenueSumo reserves the right to increase charges to cover the cost of material new features.
3.7 Clients are able to provide authorised access to users of their account. Clients will be responsible for all acts and omissions of users they grant access to. Clients will ensure that all authorised users safeguard their access credentials and will immediately notify VenueSumo if any unauthorised use of access credentials occurs.
3.8 By accessing or using VenueSumo’s API, the client agrees to comply with the API documentation. VenueSumo reserves the right to monitor the client’s usage of the API and may limit, suspend, or terminate access at any time, in its sole discretion, with or without cause, including but not limited to any violation of these terms or any other policies governing the use of the API. The client acknowledges and agrees that VenueSumo makes no warranties regarding the availability, accuracy, or functionality of the API, and the client’s access to and use of the API is at their own risk, with VenueSumo expressly disclaiming all liability for any direct, indirect, or consequential damages arising from the use of the API.
3.9 Client content is the sole responsibility of the client for all obligations with respect to accuracy, quality and legality of client content. The client will ensure they have all necessary permissions, licenses and consents required for VenueSumo to use the client content provided within products or services. VenueSumo reserves the right to remove any client content at its discretion.
3.10 VenueSumo allows the service to offer Gift Cards for a client’s venue. The Gift Card can only be issued to the credit card on which the gift card was issued. The amount of money you can keep on a Gift Card, or have linked to one person or household, cannot be more than either (a) the most money the law lets you store, or (b) the limit set by VenueSumo, which is currently $500 AUD or the same amount in another currency. If the law sets a lower limit, you have to follow that.
3.11 VenueSumo’s waiver management feature lets clients collect legal waivers which can help protect them if guests get hurt while in their venue. Since laws vary by location and industry, before using a waiver form, you should talk to a legal expert about your venue risks to ensure your waiver is fit for purpose. If VenueSumo provides you with a template waiver, you’re responsible for making sure they are legal, valid and enforceable for your situation.
4.0 Payment processing
4.1 VenueSumo allows clients to facilitate payments from venue guests using approved payment processors. The client is required to use an approved payment processor that VenueSumo approves and supports.
4.2 VenueSumo supporting a payment processor does not mean we can endorse or guarantee it’s legal or effective and we can add or remove processors from our list at any time. If VenueSumo removes a processor from the list, the client has to find a new one within 60 days.
4.3 VenueSumo reserves the right to stop or suspend the payment services at any time for reasons such as a threat to security or if the client breaks the law or their agreement with the payment processor, and they might charge a fee to start the service again.
4.4 VenueSumo is not responsible for the payment processors ability to execute it’s role correctly or legally.
5.0 Payments to VenueSumo
5.1 You must pay all service charges in advance, as per the selected billing option, for designated users’ use of user passwords (whether authorised or not).
5.2 Additional charges incurred will be invoiced monthly in arrears and are due within 14 days of receiving a tax invoice from us.
5.3 All amounts billed under your chosen VenueSumo plan must be paid, and no credit terms are given.
5.4 The first payment is required before user access and integration are enabled. The billing cycle commences either when you go live with the service or after 6 months, whichever comes first.
5.5 Payments can be made by credit card. By registering, you authorise us to charge your account or credit card for all charges.
5.6 Payment for all billing cycles is due upfront/in advance by the last day of your previous billing period to avoid service interruption. Failure to meet the payment due date may result in suspension without notice.
5.7 Credit card accounts will be charged 7 days prior to the next billing period (or closest business day).
5.8 VenueSumo may pass on debt collection costs and charge 10% p.a. interest for outstanding amounts beyond the agreed payment terms.
6.0 Pricing
6.1 Prices in this agreement are exclusive of applicable taxes (e.g., GST) unless otherwise specified. Credit card payments will incur a credit card fee determined by the card vendor, subject to change at their discretion.
6.2 The prices in this offer or any subsequent quotation may be subject to change upon the written agreement between VenueSumo and you. VenueSumo reserves the right to modify any Product, Service, or price in this offer or quotation, as long as it hasn’t been agreed upon by you, including CPI increases.
7.0 Privacy
7.1 Information collected about you and your guests is governed by VenueSumo’s privacy policy, which is incorporated by reference. You can find the privacy policy link on our website here.
7.2 Clients must maintain confidentiality about their VenueSumo contract and should not disclose the monthly fee to other businesses or competitors. Failure to comply may lead to contract termination.
7.3 VenueSumo may conduct credit checks on the individual signing this agreement and the business/trust/company/entity, along with any directors/trustees/partners involved.
7.4 VenueSumo reserves the right to decline service and cancel this agreement for individuals/entities with adverse credit ratings.
8.0 Termination
8.1 You can terminate this agreement by providing at least 30 days written notice before the renewal date. However, if you terminate before the contract term expires, you will forfeit any payments made to VenueSumo and remain liable for all amounts payable until the contract period ends.
8.2 Termination before the expiration will revert any promotional discounts related to on-boarding costs (Setup, Training, Migration) to the original amount.
8.3 For multi-venue pricing arrangements, termination of an individual venue will void the agreement prices for remaining venues, and VenueSumo will provide new prices at its discretion, which may include price increases.
8.4 VenueSumo is not responsible for the performance of third-party integrations, and their discontinuation does not provide for the early termination of your VenueSumo contract.
8.5 VenueSumo can end this Agreement or any Order Form immediately if the client can’t pay its debts when they’re due. The same applies if the client files for bankruptcy or similar, or if someone else files against them and the filing isn’t removed within 90 days, or if the client stops doing business. VenueSumo can also terminate if a receiver takes over or if there’s an arrangement made to benefit the clients’ creditors.
8.6 Either party to this agreement may terminate for material breach at its discretion, effective immediately upon written notice to the other, if the other party materially breaches any provision of this agreement and does not substantially cure the breach within 30 days after receiving written notice.
9.0 Warranties and liabilities
9.1 We do not warrant:
9.1.1 The services provided under this agreement will be uninterrupted or error-free.
9.1.2 The services will meet your requirements, other than as expressly set out in this agreement.
9.1.3 The services will be free from external intruders (hackers) or other persons having unauthorized access to the services or systems of VenueSumo.
9.1.4 The services provided comply with any local, state, or federal government requirements, including but not limited to tax, invoicing, accounting, or trust accounting. It is the clients’s responsibility to ensure compliance with these requirements.
9.2 All warranties, whether express, implied, statutory, or otherwise, related to this agreement’s subject matter, are excluded, except as expressly provided otherwise. If any statute implies a term that avoids or prohibits excluding or modifying liability under such a term, that term will be included in this agreement. Our liability for breaching such a term will be limited to the re-supply of services or payment of re-supplying costs, if permitted by that statute.
9.3 We are not liable to the client for:
9.3.1 Any loss or damage resulting from the client’s fraudulent, negligent, or unlawful behavior, or that of any other third party;
9.3.2 Any costs, claims, loss, or damage arising from information, data, or material provided to VenueSumo by any person; or
9.3.3 Any loss or damage resulting from issues as set out in clause 9.1 above.
9.4 You warrant that:
9.4.1 You are not relying on any representation made by us that is not expressly stated in this agreement or any other document.
9.4.2 You will ensure that data uploaded or downloaded through the VenueSumo service is free from computer viruses and will not corrupt any data or systems.
9.4.3 You will bear all costs related to software, hardware, servicing, and other expenses required to access the service.
9.4.4 You will maintain the security and confidentiality of any passwords used to access the service.
9.5 You are responsible for all information and material transferred over the service, indemnifying and holding us harmless against any liability. You agree not to publish illegal or defamatory content. We do not check or approve information or material accessed through the service, and you access such content at your own risk.
9.6 You are solely responsible for managing third parties accessing the service, and complaints or inquiries from third parties should not be referred to us.
9.7 We are not liable for any cost, loss, or liability arising from service supply, including any delay, failure, or communication issues. We are not responsible for the confidentiality of communications, or any inconvenience, losses, damages, or costs caused by third-party integrations.
9.8 VenueSumo decides which third-party integrations are supported, and support may be discontinued in the future with 30 days’ notice, unless agreed otherwise.
9.9 You agree to protect and indemnify VenueSumo from any claims or liabilities arising from services or products sold on your behalf.
9.10 This Agreement is governed by Victoria, Australia laws, and any related actions must be brought to the courts in Victoria, Australia.
10.0 Intellectual property
10.1 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.
10.2 Feedback provided to VenueSumo by clients, austhorized users, client personnel and venue guest provide VenueSumo with royalty-free rights and license to use this feedback to be incorporated into VenueSumo’s services and products. Any development or change to VenueSumo’s software/systems as a result of feedback, recommendation or input from you, regardless of whether payment was or was not received by VenueSumo, will remain the sole Intellectual Property of VenueSumo.
11.0 Confidentiality
11.1 During the agreement, both parties will have access to each other’s private and secret information. Neither party is allowed to tell anyone else about this secret information, except for their employees, contractors, and advisors who need to know it. They can’t use the secret information for anything else except what they’re supposed to do in the agreement, and they must take reasonable steps to keep it safe. They can only let people like personnel, agents, or consultants see the secret information if those people agree in writing to keep it confidential. If any of these trusted people do something wrong with the secret information, the party that trusted them will be responsible for it.
11.2 Exceptions. The rules about keeping information secret don’t apply if the information is public, received unknowingly, or independently figured out; also, a party can share it if required by law or to prove their rights, but they must try to protect the information and notify the other party. If the agreement ends, the party with the secret information must stop using it and return or destroy it, but they can keep copies if needed for legal reasons or to protect their rights, as long as they continue to keep it secret. These rules are exceptions to the general agreement about handling secret information.