Terms and Conditions

Sella.io Terms and Conditions

Sella Technologies Pty Ltd – Terms and Conditions This document sets out the terms & conditions that apply to your use of our service called Sella (Service).  When we say we, us, our etc., we mean Sella Technologies Pty Ltd and all of the agents, subcontractors and service providers connected with the provision of the Service to you. When we say you, your etc. we mean the user of the Service. The commercial terms of your use of the Service are set out in the proposal documents you have been sent by us (Commercials). All documents constituting the Commercials are deemed a part of the document and their content is subject to the terms and conditions of this document.
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‍The Service: The Service is a managed lead generation service leveraging your LinkedIn and/or Facebook account(s) and includes an online user portal. Subject to the timely payment of relevant charges (which are set out in the Commercials), we promise to deliver the Service to you. As soon as we do not get a payment from you when it is due we may (in our complete discretion) stop providing the Service including all its constituent parts.

‍LinkedIn and Facebook acknowledgment: You acknowledge and agree that an essential part of the Service is us having access to and leveraging your nominated LinkedIn and/or Facebook accounts (Accounts). You authorise us to access those Accounts and undertake all approved activity (as set out in the Commercials) (Approved Activity) as your agent. You also acknowledge and agree that you remain solely responsible for your Accounts (and all activity connected to them) including without limitation, ensuring compliance with all applicable laws, rules, policies, regulations and the like that you are subject to (including without limitation in relation to privacy and data). We are not responsible for and have no obligation to you in relation to your compliance with any law nor your own internal policies and procedures, and your contractual obligations with third parties. You indemnify us and will hold us harmless against any loss or claim we suffer in connection with being an agent of your Accounts save to the extent we have undertaken activity that is not Approved Activity and that has been the direct cause of the loss or claim.
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‍Using the Service: You promise to us that you will not: infringe any laws, regulations, rules or codes of conduct that you are subject to nor infringe any third party rights or any of our policies which we tell you about; use our Service if you are not able to form legally binding contracts, or are suspended from using our Service; interfere with other users’ accounts; circumvent or manipulate our fee structure, the billing process, or fees owed to us; transfer your account and login information to another party without our consent; distribute viruses or any other technologies that may harm the Service, or the interests or property of us or our users, or; copy, modify or distribute rights or content from our Service or our copyrights and trademarks. Without limiting other remedies, we may limit, suspend or terminate our services and prohibit your access to the Service and take technical and legal steps to stop you using the Service if we think that you have breached any part of this document, are creating problems or possible legal liabilities for us, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue our services. If we do any of these things we are not liable to you in any way.
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‍Privacy & Confidentiality: We promise to keep all your confidential information confidential. We will not disclose your confidential information to anyone unless you have already authorised us to do so, the other party already has knowledge of the information (before we disclose it) or we are required by law to disclose the information. The only people that will routinely see your information are people working for or with us who have access to your information to enable the Service to work and to help you if you have troubles – you authorise this. You and we promise to each other to comply with all applicable privacy law. Please follow this link to see our full privacy policy that forms a part of this document and governs all data collection and processing that will occur in the course of providing services to you. You have sole responsibility for the accuracy and completeness of all data you give us and you acknowledge that all outputs of the Service rely on this. You also promise to keep our confidential information confidential. We may tell people that you are using the Service and you consent to us doing that.

‍Service Changes & Limitations: You acknowledge that from time to time we may change, add or delete functions, features, service levels, performance or other characteristics of the Service and correct errors or upgrade the Service and that provided that the functionality or availability of the Service does not materially decrease we are not liable to you for any such change we make. You also acknowledge that we do not guarantee that any change, addition, deletion, error correction, patch or new version will be compatible with any other application, software or interface that connects to or interfaces with the Service. We will provide reasonable assistance, but reserve the right to refuse to provide help in our sole discretion should we feel you are being unreasonable in your requests. You acknowledge that the internet and your telecoms network is out of our control.
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‍Registration, Access and Use: You will access parts of the Service through a web browser and you acknowledge you are responsible for the provision of internet access, web browsing software and ensuring your computer systems meet minimum requirements in order to use those relevant parts of the Service. You promise to pay for all aspects of the Service you choose to purchase, at the prevailing rates. You also promise to generally co-operate with us in connection with the Service and follow all reasonable instructions from us. You are required to register your details and create an account before being able to use our Service. We will use all information that you provide through the registration process in accordance with our privacy policy. You may not have more than one active account, and your account is non-transferable. You must use reasonable efforts to prevent unauthorised third parties from accessing the Service and you agree to keep all login details secret. You agree that the access rights of any individual user permitted to use the Service (for example on a named or password-enabled basis) cannot be shared or used by more than one individual. You will use your best endeavours to prevent viruses or other harmful or malicious code being present in the data that you give us or affecting the Service. You will ensure all information you provide is accurate when provided and remains up to date. You warrant to us that you have all required consents and authorities to use the Service in the way you do. You must not breach the terms of this document, break the law or breach any other person’s rights in connection with your use of the Service. If you do so we may suspend or cancel your account without notice or provision of reason, in our sole discretion, and we are under no obligation to re-instate anything suspended or deleted or allow you to create a new account. This is to ensure we can protect the whole community of users.

‍Intellectual Property: We do not make any claims to any intellectual property connected with the data you provide us. We own (or hold relevant authorisations to) all other intellectual property connected with the Service and our supply of it to you including all intellectual property developed in the course of your use of the Service. You consent to our use of your intellectual property purely for the purpose of providing the Service to you. We promise not to do anything else with your intellectual property.Third Party Providers: Some aspects of the Service are provided by third parties. We will use cloud computing services and software as a service in connection with the Service. We are not liable to you for anything any third party supplier to us does, or fails to do, which may impact your use of the Service. You agree not to pursue or make any claim against any of our third party suppliers in connection with the Service. You consent to our use of third parties in supplying the Service to you and to the use of the information and data those third parties create in the course of providing services to us connected with the Service.
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‍Liability: To the extent permitted by law we are not liable to you for any consequential, indirect, special, punitive, remote or incidental damages or for any loss of profit, loss of data, loss of goodwill, loss of business, loss of opportunity, increased financing costs, or any failure to realise anticipated savings or any type of commercial or economic loss. All services supplied to you by us may come with guarantees, warranties, conditions or terms that cannot be excluded by law (Implied Rights). In relation to any service you purchase, we limit our liability in connection with Implied Rights to (when the problem is minor) at our option providing the services again or a refund of amounts you have paid for the affected service, and when there is a major failure, you can cancel the services and get a refund, or get compensation for the difference in value between what you got and what you paid. Nothing in this document excludes, restricts or modifies any condition, guarantee, warranty, right or liability protected by law to the extent that such exclusion, restriction or modification would render this document or any provision of this document void, illegal or unenforceable. Save for in relation to claims you make in connection with Implied Rights, the maximum amount we will be liable to you in connection with any claim (or claims) you make in connection with your use of the Service is an amount equal to 70% of the fees paid by you for the services from which the claim(s) arise. We make no promise or warranty to you that the Service will meet any of your requirements, be error or defect free nor free from bugs, nor that it is impenetrable to malicious third party attacks. Our liability to you for loss or damage of any kind arising out of this document or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise. You indemnify us and will hold us harmless against any loss or claim we suffer due to your use of the Service. You have not relied on any representation made or implied by us or arising out of or implied by our conduct. To the extent that we have made or implied, or by conduct given rise to or implied, any representation that is not expressly stated in this document, you are not proceeding in reliance on the representation. We make no promise, representation or otherwise in relation to any benefit you may obtain by using the Service and we guarantee in no way any increased sales, savings, transactions, revenue, goodwill or profit or any other benefit that may flow from you using the Service.
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Non-Competition: You agree that during the term of active provision of the Service to you with us and for a period of one (1) year after the end of that term, you will not, directly or indirectly, as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer or otherwise, solely or jointly with others engage in any business that is in competition with us within any geographic area in or around Australia/UK/US, in which sella conducts its business, or give advice or lend credit, money or your reputation to any natural person or business entity engaged in a competing business in any geographic area in which sella conducts its business.

Non-Solicitation: You agree that during the term of active provision of the Service to you with us and for a period of one (1) year after the end of that term, you will not, directly or indirectly, as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer or otherwise, solely or jointly with others or indirectly solicit for employment or employ any person who is now employed or retained by us or any affiliate of ours without the prior written consent from us.
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‍General: If any provision of this document is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in effect. In our sole discretion, we may assign our rights and obligations under this document to another entity. Headings are for reference purposes only and do not form part of this document. Our failure to act on a breach by you or others doesn’t waive our right to act on subsequent or similar breaches. We may amend this document at any time by posting the amended terms on a relevant site of ours or directly to the email address linked to your account. Except as stated elsewhere, all amended terms will automatically be effective as soon as you continue to use our services. If you do not accept the changes you should close your account in accordance with this document. This document contains the entire understanding and agreement between you and us in connection with the Service. We shall have no liability to you if we are prevented from, or delayed in, performing any service or delivering the Service to you by acts, events, omissions or accidents beyond our reasonable control. All sections which by their nature are intended to survive termination of this document will be deemed to survive. This document is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place. Any rights or remedies to which you are entitled in connection with Implied Rights arise independently of these terms and conditions and the jurisdictional selection provision above does not apply to any claim you may have under those Implied Rights.
© 2021 – Sella Technologies Pty Ltd