AutoForce Digital is a trading name of Brandlicious Inc, of Delaware, USA. 

 

AutoForce Digital reserve the right to update these Terms & Conditions at any time. 

 

AutoForce Digital may change or suspend this service at any time. 

 

 

ARTICLE 1. | DEFINITIONS

 

AutoForce Digital: the business name of Brandlicious Inc., trading as AutoForce Digital, based in the US, and operating primarily in Australia and New Zealand.

 

Client: the entity or legal person with whom AutoForce Digital has concluded or intends to conclude an agreement.

 

User: the client and any other natural person who is entitled to use the software under the agreement and under the responsibility of the Client.

 

Agreement: the agreement between the parties to which these general terms and conditions apply.

 

Software: all software made available to the user in the context of the agreement from which the user acquires the non-exclusive right of use.

 

Web environment: the online facility on which the software is offered and which is exclusively accessible to the user through their password and username.

​

 

ARTICLE 2. | CONTENT OF THE AGREEMENT

 

The agreement permits the use of the software at one location; the agreed prices apply per location. Therefore, use of the software is only permitted at one location unless explicitly agreed otherwise. If the User acts contrary to this provision, AutoForce Digital is entitled to charge the price for the use of the software at multiple locations as if the Primary user had subscribed for all locations where the software was or is being used before entering into the agreement.

​

The provisions above do not affect AutoForce Digital's right to suspend and/or terminate the agreement due to breach of the above provision in accordance with Article 6.

​

With an AutoForce Digital subscription, the User can send SMS messages, videos, and quotes or estimates which can be added in the predefined template through the creation of a unique URL which can be sent to any third parties.

​

AutoForce Digital only provides the template(s) to the User. The User must supply the texts, videos, and quotes or estimates, to be added to the Software. AutoForce Digital is not obligated to verify the content of the added data. The User is fully liable for the legality of the content added to the Software. The Client indemnifies AutoForce Digital against all third-party claims in this regard.

​

AutoForce Digital provides the Client with one or more usernames and passwords for access to the Web environment. The User must maintain confidentiality of the username and password for access to the Web environment. All actions performed on the User's account are attributed to the Client.

​

AutoForce Digital is not responsible for unintended quote or estimate approvals or rejections that occur through the Web environment. The Client indemnifies AutoForce Digital against all claims from third parties in this respect.

​

All execution or delivery periods committed by AutoForce Digital are indicative and non-binding. Implementation and delivery dates commence only upon receipt of all required data from the Client for agreement implementation.

​

The Client must ensure that all persons entitled to use the Software and Web environment under the Agreement comply with these general terms and conditions. The Client is liable to AutoForce Digital for breaches of these terms and conditions by the Users.

​

 

ARTICLE 3. | ABUSE

​

The User must not break, remove, or bypass any security measures in the Software or Web environment.

​

The User must not use any equipment or software that may disrupt the normal operation of the Software or Web environment, or place an excessive burden on it, such as spreading viruses or worms.

​

The User is prohibited from sending unsolicited messages (SPAM) through AutoForce Digital's systems.

​

The User guarantees that all content added to the Web environment does not infringe the rights of third parties or any legal regulations.

Videos containing violence or inciting violence, videos with hateful, discriminatory, or otherwise inappropriate content, as well as videos with political messages, may be removed by AutoForce Digital without consultation with the Client, and without the Client being entitled to any compensation. The assessment of whether a video falls under these categories is solely at the discretion of AutoForce Digital.

 

AutoForce Digital is authorized to take any actions it deems necessary to detect or prevent suspected abuse.

​

If AutoForce Digital incurs damages due to misuse by the User, the Client is liable for such damages.

​

The Client must take appropriate action against any misuse of the Software that comes to their attention by Users under their responsibility, including denying access to the Software in case of misuse. The Client must promptly notify AutoForce Digital of any such misuse. AutoForce Digital reserves the right to terminate the Agreement immediately, in whole or in part, if misuse is suspected, without the Client being entitled to a refund or reduction in payments.

​

 

ARTICLE 4. | MAINTENANCE OF THE SOFTWARE

​

AutoForce Digital is authorized to temporarily (partially) suspend the Software and/or Web environment for maintenance, adjustment, or improvement of services, software, web space, or servers, either owned by AutoForce Digital or third parties. Where possible, AutoForce Digital will provide (the Client's) users with advance notice of scheduled maintenance.

​

The Client cannot claim compensation for damages resulting from temporary unavailability of the Software or Web environment. Non-urgent maintenance will be scheduled during times of least user disruption. AutoForce Digital does not guarantee uninterrupted service during maintenance.

​

 

ARTICLE 5. | FORCE MAJEURE

​

AutoForce Digital is not obligated to fulfil its obligations under the Agreement if prevented by circumstances beyond its control, including but not limited to, acts of law, generally accepted standards.

​

If a force majeure situation continues or is expected to continue for more than three months, both the Client and AutoForce Digital may terminate the agreement immediately.

 

The Client cannot claim compensation for damages resulting from force majeure. The Client is entitled to a proportional refund of payments made for the period during which force majeure prevented the use of the Software and Web environment.

​

 

ARTICLE 6. | SUSPENSION AND TERMINATION

​

Violation of these general terms and conditions gives AutoForce Digital the right to terminate the Agreement immediately, unless the violation is minor.

​

AutoForce Digital may also suspend or terminate the Agreement immediately upon discovering circumstances indicating the Client may not fulfill their obligations.

​

If the Client becomes bankrupt, has goods seized, or loses control of their assets, AutoForce Digital may terminate the Agreement immediately, unless adequate security has been provided for due payments.

​

AutoForce Digital may terminate the Agreement if circumstances arise making performance impossible or unreasonably burdensome.

The Client cannot claim compensation for damages resulting from AutoForce Digital's exercise of suspension or termination rights under this article.

​

If AutoForce Digital terminates the Agreement under this article, all claims against the Client become immediately due and payable.

 

If the Software is unavailable or significantly malfunctioning for the majority of AutoForce Digital's customers for at least 15 business days (according to Australian work weeks and national holidays), the Client may terminate the Agreement by giving seven (7) days' written notice.

​

 

ARTICLE 7. | PRICES AND PAYMENTS

​

All prices quoted by AutoForce Digital are exclusive of Goods and Services Tax (GST).

​

AutoForce Digital may adjust prices providing at least one month’s notice in writing. The Client may terminate the Agreement by written notice up until the day of automatic monthly renewal. The notice periods in this Agreement do not apply in this scenario.

​

Unless otherwise agreed, the Client must pay setup fees and subscription costs, including agreed fixed monthly amounts per location, in advance.

 

AutoForce Digital is not obligated to implement the Agreement until full advance payment is received. For a ServiceCAM subscription, an onboarding fee of a specified amount must be paid 14 days in advance of the subscription beginning.

​

If the Client requires an Alpha ID specific to their business, the setup fee of a specified amount must be paid 14 days in advance of its requirement implementation date on the locations it will apply to.

​

Similarly, for the SMS Messaging + WebText Module, all fixed monthly subscription costs will be billed per location in advance.

​

Payments are to be made via credit card through Stripe, with AutoForce Digital automatically billing on the monthly renewal date of all subscriptions.

​

If the credit card payment fails more than two times, the Client must ensure funds are made available, or update the credit card on their AutoForce Digital account.  

​

If payment is delayed, the Client will be in default. From the date of default, the Client owes interest of 1% per month on the outstanding amount, with part of a month counted as a full month. This interest accrues until the outstanding amount, including interest, is paid in full. AutoForce Digital's obligations under this Agreement are contingent upon timely payment of all amounts due by the Client.

​

The Client is responsible for all reasonable costs incurred by AutoForce Digital to recover overdue amounts. Extrajudicial collection costs will be calculated in accordance with Australian regulations.

​

 

​ARTICLE 8. | WEBTEXT WIDGET

​

Opting in: By completing a written or online form on the AutoForce Digital Web Widget, you expressly consent to receive marketing and non-marketing text messages from AutoForce Digitals Client and their locations to the mobile number you supplied. 

​

You may opt-out of these communications at any time by replying “STOP” to any message you have received. 

​

You can receive assistance by call +61 (07) 5372 9001 at anytime or emailing info@autoforce.io 

​

Limitation of Liability: In no event will AutoForce Digital, it’s Clients, partners, directors, employees, representatives or agents be liable to you or any third-party for any losses or damages, alleged or under any legal theory, arising out of or in connection with or use of the AutoForce Digital SMS platform. 

​

 

​ARTICLE 9. | SMS MESSAGING

​

Your carrier networks standard messaging rates apply to your sending or responding to any messages to AutoForce Digital Client, their locations, or partners. This includes any confirmation messages, quotes, links and all subsequent SMS correspondence.

​

AutoForce Digital or its Client's may, at its sole discretion, terminate or suspend the access to the Services or any portion thereof of any user for any reason. 

​

Costs: There may be costs associated with the use of AutoForce Digital SMS and its Clients Services. For example, your mobile network provider may charge you to receive SMS messages. Neither AutoForce Digital or its Client's or their locations, will be held responsible for any charges relating to the use of the Service 

​

 

ARTICLE 10. | LIABILITY AND DISCLAIMER

​

The User independently adds content to the Software, and AutoForce Digital does not review this content. The Client is fully responsible for the content and legality of User-added content, and indemnifies AutoForce Digital against all third-party claims related to such content, including claims concerning copyright or other intellectual property rights.

​

AutoForce Digital is responsible solely for functionalities explicitly mentioned in the offer. Absence of functionalities not explicitly mentioned does not constitute a breach by AutoForce Digital, nor entitles the Client to terminate the Agreement or seek compensation.
 

​

ARTICLE 11. | SUPPLIER LEVEL AGREEMENT

​

11.1. Service Availability 

• Uptime Guarantee: 99.9% 

• Scheduled Maintenance: Subscribers will be notified via AutoForce Digital CMS notifications 

 

11.2. Performance Metrics 

• Response Time: AutoForce Digital CMS has been optimised for maximum performance but response times can be affected by ISP performance out of our control 

• Throughput: AutoForce Digital maintains a minimum of 50% free CPU capacity to handle peak throughput 

 

11.3. Support Services 

• Support Hours: 8am till 7pm AEST 

• Response Times for Support Requests: Typically within 20 minutes 

• Escalation Procedures: Support is via a widget in the CMS dashboard but customers with urgent issues can call or text 0426949734 

 

11.4. Incident Management 

• Incident Definition: Server outage, network and third party partners issues 

• Notification Procedures: Via CMS dashboard notifications 

 

11.5. Data Security  

• Data Protection: See Privacy Policy on our website 

 

11.6. Service Credits 

• Compensation for Downtime: N/A 

 

11.7. Review and Updates 

• Regular Reviews: SLA terms are updated every 12 months 

 

11.9. Exclusions 

• Force Majeure: 
  Definition: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a Force Majeure event. Force Majeure events include, but are not limited to, acts of God, war, terrorism, riots, natural disasters, government actions, pandemics, or any other events beyond the reasonable control of the affected party. 

• Notification: The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure event, including a description of the event and its expected duration. 

• Obligations: During the duration of the Force Majeure event, the obligations of the affected party shall be suspended, and the affected party shall make reasonable efforts to mitigate the impact of the event and resume performance as soon as possible. 

• Duration: If the Force Majeure event continues for more than [60 days], either party may terminate this Agreement without penalty upon written notice to the other party. 

• Exclusions: Financial inability or lack of funds shall not be considered a Force Majeure event. 

• User Error:  Where a user interacts with the platform in a manner which effects the platforms performance. 

11.10. Customer Responsibilities 

• Usage Policies: Subscribers must use the platform for its intended purpose and inline with the training provided throughout the customer lifecycle 

• Reporting Issues: Issues can be reported via the web widget on the CMS dashboard, or using the Text Us widget on our website www.autofore.io or via email info@autoforce.io 

11.11. Liability

11.11.1. Scope of Liability 

• Direct Damages: N/A 

• Exclusion of Indirect Damages: N/A 

11.11.2. Exceptions to Limitations 

• Intentional Misconduct: Excluded 

• Gross Negligence: N/A 

11.11.3. Disclaimer of Warranties 

• No Guarantees: Include disclaimers regarding the reliability, accuracy, or completeness of the service, stating that the service is provided "as is." 

11.11.4. Customer Indemnification 

• Customer Liability: To be agreed by arbitration in the region of Australia 

11.11.5. Liability Cap 

• Specific Amount: $499.99 

11.11.6. Force Majeure 

Unforeseeable Events:  

• Definition: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a Force Majeure event. Force Majeure events include, but are not limited to, acts of God, war, terrorism, riots, natural disasters, government actions, pandemics, or any other events beyond the reasonable control of the affected party. 

• Notification: The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure event, including a description of the event and its expected duration. 

• Obligations: During the duration of the Force Majeure event, the obligations of the affected party shall be suspended, and the affected party shall make reasonable efforts to mitigate the impact of the event and resume performance as soon as possible. 

• Duration: If the Force Majeure event continues for more than [60 days], either party may terminate this Agreement without penalty upon written notice to the other party. 

• Exclusions: Financial inability or lack of funds shall not be considered a Force Majeure event. 

 

11.12. Acknowledgment of Risks 

• User Acceptance: Require customers to acknowledge and accept the risks associated with using the service. 

 

11.13. Legal Compliance 

• Compliance Obligations: Whilst AutoForce Digital takes reasonable steps to comply with laws, we are not liable for violations caused by customer actions. 

11.14. Indemnification 

1. Provider Indemnification: The Provider agrees to indemnify, defend, and hold harmless the Customer from and against any claims, damages, losses, and expenses (including reasonable attorney fees) arising from third-party claims alleging that the Service infringes any intellectual property right. 

2. Customer Indemnification: The Customer agrees to indemnify, defend, and hold harmless the Provider from and against any claims, damages, losses, and expenses (including reasonable attorney fees) arising from the Customer’s use of the Service, including any claims resulting from the Customer’s violation of applicable laws. 

3. Notice and Defense: The indemnified party shall promptly notify the indemnifying party of any claim. The indemnifying party shall have the right to control the defense and settlement of any claim, provided that it shall not settle any claim without the indemnified party’s consent, which shall not be unreasonably withheld. 

 

11.14. Dispute Resolution 

1. Negotiation: The parties agree to first attempt to resolve any dispute arising out of or related to this Agreement through good faith negotiations. The party seeking resolution shall provide written notice to the other party, and the parties shall meet to negotiate within thirty (30) days.

2. Mediation: If the dispute is not resolved through negotiation within thirty (30) days of the initial notice, the parties shall proceed to mediation conducted by a mutually agreed-upon mediator. If the parties cannot agree on a mediator within ten (10) days, either party may request the appointment of a mediator from a recognized mediation organization. 

3. Arbitration: If the dispute remains unresolved after mediation, it shall be submitted to binding arbitration under the rules of [specify arbitration organization, e.g., AAA] in [location]. The arbitration shall be conducted by a single arbitrator, and the decision shall be final and binding on both parties. 

4. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Australia, without regard to its conflict of law principles.

5. Confidentiality: All negotiations, mediations, and arbitration proceedings shall be confidential, and neither party shall disclose any information regarding these proceedings without the prior written consent of the other party. 

6. Costs: Each party shall bear its own costs and expenses in connection with the negotiation, mediation, and arbitration, except that the arbitrator may allocate costs in the award.