Service Agreement
Lama Care

This agreement is made between Lama Solutions Group Pty Ltd and Client and it governs your initial order and purchase as well as any future transactions made by you with Lama Solutions Group (hereafter “Lama”).

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WHEREAS, in this agreement, “Client” “User”, or “You” means your company, and you are binding your company to this Agreement.

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Please take your time to read this agreement, by clicking on the “I agree” button presented to you at the time of your Order or purchase on this website means that you have agreed to this agreement.

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“Service” means; cloud software production.

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“Service Agreement” means; the agreement between the User and Lama for the provision of cloud Software (care software for community care, disability care operations, etc.)

“Data” means; information processed or stored through our cloud services.

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“Software” means; mobile apps, plugins, extensions, and add-ons belonging to Lama or Lama Care Software.

“Notice” means; a written request

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“Service Period” means the period of beginning and ending of the service

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“Order” means; all subscriptions to the cloud services

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By using our services, you guarantee that you have read, understood and agreed that: 1) you have the capacity to abide by this agreement and the authority to decide to this agreement, 2) you are bound to these terms and conditions, 3) you agree to comply with all local rules and laws.

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1. This Agreement

The User acknowledges that this agreement governs the provision provided herein and payment for the services and the equipment described in this agreement.

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2. Non-Assignability

This agreement may not be assigned by the User without the consent of Lama. The User may not resell the service or any part thereof without the written consent of Lama. In the event that the User does execute any assignment or resale, it shall not be effective, and in particular, the User shall continue to remain liable to Lama for all the obligations of the User under this agreement and any extra costs that Lama may incur to rectify the assignment or resale. Lama may assign this agreement on notice to the User. Notice shall not be required if any assignment is part of the normal financial security arrangements of Lama.

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3. Period of Service

You will have certain rights to use the Software and access the Service during the Service Period. The “period of service” begins either: (i) the date of purchase, if you purchased an electronic from an online store, or (ii) the date of activation of the service, if you obtained the service by other means (for example, if the software for the service is pre-installed on a computer or if you are using a trial version of the service), and will continue for the period of time indicated in the service documentation or applicable transaction documentation from the distributor or authorized reseller from whom you obtained the software or service.

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4. Security

The Users are solely responsible for their accounts and the use of their email passwords. The Users are responsible for all use of their accounts, by anyone. If you believe there has been unauthorized access to your account, you must change your password and notify Lama immediately. The User agrees that the Lama service is to be considered a secure communications medium and expectation of privacy is given to you or to any User of your account. You hereby guarantee secure access through their equipment, and you warrant that internet connection is your sole responsibility.

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5. Prohibited Use of Service

The User shall not use the service for any illegal or immoral purposes, including, without limiting the generality of the foregoing, any illegal use of any intellectual property rights, or for any obscene, or criminal activities. Programs that generate excessive bandwidth traffic, including file-sharing programs, are not allowed (eg. Kazaa, Bit Torrent, Limewire, etc.) Lama may in its own unfettered discretion terminate the User’s services for any breach of this section of the agreement.

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Lama prohibits the sending of mass emails or unsolicited commercial emails (also known as SPAM) via its service.

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Lama prohibits engaging in any predatory activity, including but not limited to the unauthorized accessing of other Internet devices or appliances, and the dissemination of predatory or damaging broadcasts such as viruses, Trojans, worms or other remotely activated software or hardware agents.

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Any Lama’s User engaging in this or other behavior that poses a threat to, or damages other Lama’s Users shall have their accounts terminated without notice and will forfeit any prepayments they have paid.

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Users terminated for the reasons described in this paragraph will be liable for any payments due for the remainder of their contract term, and/or any other costs payable under this agreement and/or costs incurred by Lama due to the misuse of the service. Lama reserves the right to monitor any and all communications and activity through or with the Lama service to ensure adherence.

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6. Service Provided

Lama shall provide the User with a single system for planning, resourcing, service delivery, and billing. Lama will make all reasonable best efforts to provide quality service to the extent that such service is within its control of Lama. However, the User acknowledges that Lama cannot guarantee the speed or reliability of any uploads or downloads, and that service may be dependent on factors beyond Lama’s control, including, without limiting the foregoing, acts of God, weather, civil or military unrest or uncertainty, Internet traffic, or User’s equipment. The user acknowledges that the service does not function in the event of power failure.

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7. Your Account

You may need to register with us by creating an account to Order and purchase our products. Accordingly, Users are solely responsible for their accounts and the use of their email passwords. The Users are responsible for all use of their accounts by anyone.

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8. Subscription Terms and Renewals

Our services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription via email notification to accounts@Lama.com.au. If you cancel, your subscription will terminate at the end of the-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

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9. Copyright

All content included in or made available through Lama such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of Lama or its content suppliers and protect by Local international copyright laws. The compilation of all content included in or made available through any of our services is the exclusive property of Lama and is protected by Local and international copyright laws.

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10. Trademarks

In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available to you are trademarks of Lama. Our trademarks may not be used in connection with any product that is likely to cause confusion among customers, or in any manner that disparages or discredits us. All other trademarks not owned by Lama that appear on any of our websites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

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11. License and Access

Subject to your compliance with this agreement and your payment of any applicable fees, Lama or its content providers grant (s) you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services. This license does not include any resale or commercial use of our Service, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of our Service or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in this agreement are reserved and retained by Lama or its licensors, suppliers, publishers, or other content providers. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Lama without express written consent.

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12. Users Communications, and Other Content

Users may log in to do their work but you may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. We reserve the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

You represent and warrant that you own your data or otherwise control all of the rights to the content of your data; that the content is accurate; that use of the content you supply does not violate this agreement and will not cause injury to any person or entity; and that you will indemnify us for all claims resulting from content you supply. We have the right but not the obligation to monitor and edit or remove any activity or content. We take no responsibility and assume no liability for any content posted by you or any third party.

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13. Cloud Services Software

Subject to the terms and conditions of this Agreement, Lama grants you a non-exclusive, non-transferable, revocable, fee-bearing, limited license (without the right to sublicense) to install, execute and use the Client Software solely: (i) in object code format; (ii) for your personal use, with no right to make such software available to third parties either by transferring copies thereof or by providing a hosted service; and (iii) in accordance with any Restrictions, Requirements, and Documentation applicable to the Cloud Services. Your license in the Client Software is co-terminus with your right to access the Cloud Services for which the Client Software is required.

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14. Data Sovereignty

Lama utilities Amazon Web Services (AWS) as a hosting platform for its cloud software. Your Data will be processed and stored within the AWS Australian data centers located in Sydney, Australia. Lama utilises live data replication across multiple locations for redundancy all located in Sydney, Australia.

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15. Other Businesses

We may provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the services of any of these businesses or individuals or the content of their Web sites. We do not assume any responsibility or liability for the actions, product, and content of all these and any other third party’s websites. You should carefully review their privacy statements and other conditions of use.

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16. Disclaimer of Warranties and Limitation of Liability

OUR SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES  ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES, UNLESS SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

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TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We DO NOT WARRANT OUR SERVICES, INFORMATION, CONTENT, MATERIALS, AND PRODUCTS (INCLUDING SOFTWARE). OUR SERVERS OR ELECTRONIC COMMUNICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OUR SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, OR PRODUCTS (INCLUDING SOFTWARE), INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

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17. Disputes

Any dispute or claim relating in any way to your use of our Service, or to any products or services sold or distributed by us or through the sites will be resolved by binding arbitration, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this agreement.

Each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We also both agree that you or we may bring suit in court to enjoin infringement or another misuse of intellectual property rights.

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18. Applicable Law

By using our services, you agree to be bound by the laws of New South Wales without regard to principles of conflict of laws, which will govern this agreement and any dispute of any sort that might arise.

 

19. Modification and Severability

We reserve the right to make changes to this agreement at any time. If any of this agreement shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

20. Returns and Financial Terms

1. Payment Terms You agree to pay any invoices under this agreement within 7 days. Non-payment within 27 days will result in your service being disabled. Reestablishment of your account will be at current pricing at the time of account reestablishment.

2. Payment Method All licensing fees must be paid via direct debit using a valid credit card linked to your account. Credit cards will be stored and processed by our credit card processing provider (ANZ).

3. Return Policy As part of our commitment to customer satisfaction, it is our customary business practice to allow customers to return a Product within 30 days of payment for any reason or no reason and to receive a refund of the amount paid for the returned Product. In the context of cloud service, a return means that we will disable the license key that allowed the Software to operate. We will not accept returns after the 30-day return period. You understand that Lama may change this practice in the future.

4. Delivery We will deliver the applicable license keys (in the case of Software) or login instructions (in the case of Cloud Services) to the email addresses specified in your Order when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for the installation of any Software, and you acknowledge that Lama has no further delivery obligation with respect to the Software after delivery of the license keys. You agree to pay all fees in accordance with each Order monthly. Unless otherwise specified in your Order, you will pay all amounts in Australian Dollars at the end of the month. All amounts are non-refundable, non-cancellable, and non-creditable. In making payments, you acknowledge that you are not relying on the future availability of any Products beyond the current License Term or Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users during your License Term or Subscription Term, we will charge you for the increased number of active users being managed within the Software. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable. If you purchase any Products through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your rights to use Products if we do not receive our corresponding payment from the Reseller.

5. Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Lama, you must pay to Lama the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Lama any such exemption information, and Lama will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

6. No-Charge Products We may offer certain Products to you at no charge, including free accounts, trial use, (“No-Charge Products”).Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Products for competitive analysis or similar purposes. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release is still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products

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21. User Improvement of Add-Ons

1. License to Developer Guides
   Except otherwise stated, SDK’s or API’s and any associate guidelines (“Developer Guides”) may be published in our website to allow you to develop plugins, extensions, add-ons or other software products or services that interoperate or are integrated with the Products (“Add-Ons”). You may distribute your Add-Ons to third parties, but only for those Products permitted by Lama, and only in accordance with the Developer Guides.

2. Terms to Develop Add-Ons
   Lama will not indemnify you or otherwise will not be liable to you with respect to your Add-Ons or their combination, interaction or use with the Products. You shall indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against us by a third party relating to your Add-Ons.

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22. TAM and Training Services

Subject to the express provisions of this agreement, Lama may provide you with a Technical Account Manager (TAM). Any Training Materials provided to you may be used only in connection with the Products subject to the same use restrictions for the Products. We may also provide training services purchased in an Order in accordance with the descriptions and conditions for those services set forth in the Order and the accompanying service descriptions or datasheets (“Ancillary Services”). Accordingly, Lama shall retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any training services we provide (“Training Materials”).

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23. Support and Maintenance

Lama will provide the support and maintenance services for the Products purchased during the period for which you have paid the applicable fee. Support and Maintenance is subject to the terms of this agreement and will be limited to email based and break-fix support only or otherwise provided at the support level and during the support term specified in your Order. Support will be provided during on business days 9am to 5pm AEST unless otherwise stated. Fair use policy applies.

Support and Maintenance for Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid support term in the same way that you use Software, and New Releases are included in the definition of Software in that case. In this agreement, “New Releases” means bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that we make generally commercially available.

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24. Responsibility for Your Data​

1. You represent and warrant that:
   (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Lama and to grant the rights granted to Lama in this Agreement and (ii) You represent that your Data and its transfer to and use by Lama as authorized by you under this Agreement do not violate any Laws or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies.

2. Sensitive Data
   You will not submit to Lama: (i) any personally identifiable information, except as necessary for the establishment of your Lama account; (ii) any other information subject to regulation or protection under applicable laws of New South Wales.

3. Indemnity for Your Data
   You will defend, indemnify and hold Lama harmless from and against any loss, cost, liability or damage, including attorneys’ fees, for which we become liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim ((ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim.

4. Removals and Suspension
   Lama has no obligation to monitor any content uploaded to the Cloud Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement, we may (1) remove Your Data from the Cloud Services or (2) suspend your access to our services. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Cloud Service or other users, we may suspend your access immediately without notice. You will continue to be charged for the Cloud Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access services.

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25. Entire Agreement

This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

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26. Waiver Of Contractual Right

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

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27. Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party, its affiliates, owners, members, officers, directors, trustees, employees, agents, and customers from and against any and all demands, claims, suits, judgments, proceedings, losses, liabilities, damages, costs, expenses, and any losses resulting from the Party’s (a) material breach of this Agreement; (b) negligent or willful misconduct; or (c) material misrepresentations.

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28. Term/Termination/Cancellations

This Agreement may be terminated at any time by 30 days’ simple written declaration by either the Client or Lama. You may terminate this Agreement at any time with notice to info@Lamacare.com.au, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, and subscriptions. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement.

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29. Relationship of Parties

It is understood by the parties that the relationship of the parties is an Independent Contractor, not an employee of the Client.​​​​​​