In this clause 8, unless the context indicates otherwise, a word or expression defined in the A New Tax System (Good and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
8.2 GST exclusive amounts
The parties acknowledge and agree that all amounts payable under this Agreement are expressed exclusive of GST.
8.3 GST gross up
If a party (Supplier) makes a supply under or in connection with this Agreement on which GST is payable, the consideration payable or to be provided for that supply but for the application of this clause 8.3 (GST exclusive consideration) is increased by, and the recipient of the supply (Recipient) must also pay to the Supplier, an amount equal to the GST payable on the taxable supply (GST Amount). Subject to clause 8.5, the GST Amount must be paid to the Supplier by the Recipient at the same time and in the same manner (as the case may be) as the GST exclusive consideration is payable or to be provided.
If a payment under this Agreement is a reimbursement or indemnification or otherwise calculated by reference to a loss, cost or expense of any party, then the payment must be reduced by the amount of any input tax credit to which that party is entitled in respect of the loss, cost or expense.
8.5 Tax invoice
The Recipient need not pay the GST Amount in respect of a taxable supply under or in connection with this Agreement until the Supplier has given the Recipient a tax invoice in respect of that taxable supply.
8.6 GST excluded from revenue based calculations
If the consideration for a supply under this Agreement is calculated by reference to the consideration for another supply, in performing that calculation, the consideration payable or to be provided for the supply under the Agreement excludes any GST payable included in the consideration for that other supply.
9.1 Licence to use the Portal
The Salon is granted a non-exclusive, non-transferable right to use the Portal during the Term for the purposes of scheduling payments with its clients.
9.2 Salon’s Obligations
(a) The Salon must, and must ensure that anyone accessing the Portal on its behalf:
(i) only use the Portal in connection with its own salon(s), and not for the benefit (financial or otherwise) of any other salon or any third party;
(ii) choose a strong and secure password to access the Portal, maintain secrecy and confidentiality of all username and password information required by the Salon to access the Portal and immediately notify Salon Pay if the Salon’s password has been lost, stolen or compromised in any way; and
(iii) not share its log in details or password with any other person.
(b) The Salon is responsible for anything that happens in connection with its Portal account until a reasonable time after the Salon reports misuse.
(c) In connection with its use or access to the Portal, the Salon must not, and must ensure that anyone accessing the Portal on its behalf does not:
(i) create an account or use its account for or on behalf of any other salon or any other person;
(ii) allow any other person to impersonate the Salon or make use of the Salon’s username or password;
(iii) infringe the Intellectual Property of Salon Pay or any other person;
(iv) transmit any software virus, worms or harmful software code;
(v) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Portal or any related technology or software or use data mining, robots, software, scripts or other methods of automated data gathering on the Portal;
(vi) collect, use, copy, modify, transfer, licence, sell or re-sell access to the Portal or the information, content, data, reports, representations, opinions, advice or services made available through or in connection with the Portal (Information); or
(vii) interfere with the reasonable operation of the Portal, or impede the use of the Portal by others.
9.3 Access and Availability
(a) Salon Pay may, on 30 days’ notice to the Salon, change, suspend or terminate the availability of or the Salon’s access to the Portal or modify or discontinue the Portal.
(b) While Salon Pay will try to ensure that the Portal is accessible to users, Salon Pay does not warrant:
(i) that the services available through the Portal will be uninterrupted or error free;
(ii) that the Salon will have continuous access to the Portal; and
(iii) that data, information or files (including the Information) downloaded or otherwise transmitted to the Salon from or in connection with the Portal will be free of faults, errors, viruses, worms, Trojan horses or other code that contains contaminating or destructive properties.
(c) Salon Pay will not be liable in the event that the Portal is unavailable to the Salon due to:
(i) any events caused by Salon Pay, whether negligent or not; or
(ii) any events beyond the control of Salon Pay, including but not limited to, server downtime attributable to malfunction, upgrades or preventative or remedial maintenance activities, or any other reason whatsoever,