Shipping: For any items which require shipping, our couriers have been instructed to leave shipments with reception or in a safe place. Ability to accept deliveries remains the responsibility of the Consignee.

1.  Purpose of these Terms

(a) These terms and conditions (“Terms”) relate to products and services provided by Solid Setup Plus Pty Ltd (ACN 663 941 035) (“Solid Setup”).

(b) Solid Setup provides software and technology solutions to customers of CABINET VISION (“Customers”) including packages for use with CABINET VISION as well as support and training for the packages (“Products & Services”).

(c) Please read these Terms carefully. If you do not agree with the Terms, you must cease usage of any Products & Services immediately.

2. Acceptance of the Terms

By executing the Terms and receiving the Products & Services, you accept the Terms. You may also accept the Terms by simply using the Products & Services.

3. Your Acknowledgements as a Customer

(a) As a Customer, you acknowledge the following:

(i) The Products & Services provided by Solid Setup are for use with CABINET VISION software, and the CABINET VISION software is subject to a separate End User Licence Agreement (“EULA”) with Hexagon.

(ii) Solid Setup may from time to time use demonstration software (“Demonstration Software") to provide support and training for the Products & Services.

4. Permitted Use

(a) You are permitted to use the Products & Services with any authorised version of CABINET VISION software. Use with any pirated or unlicensed software is strictly prohibited.

(b) You are permitted to alter the contents of any Product at your own risk and Solid Setup provides no guarantee in respect of any such alterations. Any intervention by Solid Setup where you have altered the contents of any Product will be charged as required by Solid Setup.

(c) Solid Setup does not guarantee the use of the Products in any versions or builds of CABINET VISION that are later than the versions stated on the Products when purchased.

5. Your obligations as a Customer

(a) As a Customer, you agree to comply with the following:

(i) you will use the Products & Services only for purposes that are permitted by:

(A) the Terms;

(B) the terms of any EULA; and

(C) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(ii) you agree to immediately notify Solid Setup as soon as reasonably practicable of any unauthorised use of the Products & Services, any CABINET VISION software, any Demonstration Software, or any breach of security of which you have become aware;

(iii) access and use of the Products & Services is limited, non-transferable and allows only the sole use of the Products & Services by you on a device owned and controlled by you;

(iv) you accept that Solid Setup will not indemnify you, nor pay you any compensation for any unused or expired Products & Services;

(v) you will not use the Products & Services in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Solid Setup; and

(vi) you will not use the Products & Services for any illegal and/or unauthorised use which includes collecting email addresses of Customers by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to Solid Setup.

6. Refund Policy

(a) The purchase of any Products & Services are non-refundable.

(b) Solid Setup shall not be liable for any delay or failure to perform its obligations under any agreement, including providing the Products & Services, if such delay or failure is due to a Force Majeure.

7.  Copyright and Intellectual Property

(a) The Products & Services and all of the related products of Solid Setup are the intellectual property of Solid Setup and subject to copyright. Unless otherwise indicated, all rights (including copyright) in the Products & Services (including but not limited to text, graphics, logos, button icons, video images, audio clips, Solid Setup’s website, code, scripts, design elements and interactive features) owned or controlled for these purposes, and are reserved by Solid Setup.

(b) You may not, and may not permit any third party to, without the prior written permission of Solid Setup and the permission of any other relevant rights owners:

(i) broadcast, republish, up-load to a third party, transmit, post, distribute, sell, show or play in public the Products & Services or third party products for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials that Solid Setup has stated otherwise, and are freely available for re-use or are in the public domain.

8. Privacy

(a) Solid Setup takes your privacy seriously and any information provided through your use of the Products & Services are subject to Solid Setup’s Privacy Policy.

9. General Disclaimer

(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

(b) Subject to this clause, and to the extent permitted by law:

(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

(ii) Solid Setup will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Products & Services or these Terms (including as a result of not being able to use the Products & Services or the late supply of the Products & Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

(c) Use of the Products & Services is at your own risk. Information about the Products & Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Solid Setup make any express or implied representation or warranty about the Products & Services, including (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(ii) the accuracy, suitability or currency of any information about the Products & Services, or any of its Products & Services related products; and

(iii) costs incurred as a result of you using the Products & Services or any of the products of Solid Setup.

(d) If a customer has previously purchased a Solid Setup Product and is updating to the current Version of CABINET VISION, an Upgrade of the product may be available, If available, an 'Upgrade' pricing will be applicable.  Customers updating from 4 or more years back will need to purchase new Solid Setup Products.

10. Limitation of liability

(a) Solid Setup’s total liability arising out of or in connection with the Products & Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Products & Services to you.

(b) You expressly understand and agree that Solid Setup, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

11. Termination

(a) The Terms will continue to apply until terminated by either you or by Solid Setup as set out below.

(b) If you want to terminate the Terms, you may do so by:

(i) providing Solid Setup with 30 days’ written notice of your intention to terminate; and

(ii) paying any and all payments or fees that are due and payable.

(c) Solid Setup may at any time, terminate the Terms and any agreement with you if:

(i) It has given 30 days’ notice of its intention to terminate; or

(ii) You have breached any provision of the Terms or intend to breach any provision;

(iii) Solid Setup is required to do so by law; or

(iv) The provision of the Products & Services to you by Solid Setup is, in the opinion of Solid Setup in its sole discretion, no longer commercially viable.

(d) Subject to local applicable laws, Solid Setup reserves the right to discontinue or cancel at any time and may suspend or deny, in its sole discretion, your access to the Products & Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Solid Setup’s name or reputation or violates the rights of those of another party.

12. Effect of Termination

(a) Upon Termination of this Agreement you:

(i) may retain any Products previously purchased for permitted use only as outlined under clause 4;

(ii) shall have no service rights or other rights with respect to the Products & Services;

(iii) shall immediately cease using any licence of Solid Setup or its affiliates, including any Demonstration Software, and promptly uninstall and erase such licence from all computers used by you; and

(iv) shall destroy any licence of Solid Setup or its affiliates, or upon request from Solid Setup return the same to Solid Setup or its affiliates.

(b) Solid Setup reserves its rights to require you to certify and/or show satisfactory proof that all copies of Solid Setup’s licences have been uninstalled and destroyed, or returned as applicable.

(c) Termination of this Agreement or any licence shall not relieve you from any obligation accrued on or before the date of termination, including without limitation any payment obligation to Solid Setup or its affiliates.

(d) Provisions that survive this agreement include those in clauses 5(a)(ii), 7, 8, 9, 10 and 14.

13. Right to Suspend Performance

(a) If you fail to make a payment to Solid Setup or otherwise breach the Terms, Solid Setup may, without prejudice to any other right or remedy available to Solid Setup, suspend performance of the Products & Services. In addition, Solid Setup may do the same if it has reasonable grounds for insecurity concerning your performance under this Agreement.

14. Indemnity

(a) You agree to indemnify Solid Setup, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(i) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your use of the Products and Services and non-compliance with the End User Licence Agreement; and

(ii) any breach of the Terms.

15.  Dispute Resolution

(a) Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

(b) Notice:

A party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

(c) Resolution:

On receipt of that notice (“Notice”) by that other party, the parties to the Terms must:

(i) Within 30 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(ii) If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of The NSW Small Business Commission or his or her nominee;

(iii) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

(iv) The mediation will be held in Sydney, Australia.

(d) Confidential:

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

(e) Termination of Mediation:

If one (1) month has elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

16. Venue, Jurisdiction & Governing Law

(a) The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules.

(b) In the event of any dispute arising out of or in relation to the Terms, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

17. Severance

(a) If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.