Terms and Conditions

1.Definitions and Scope

1.1 Services

“Services” means all digital platforms, websites, and applications operated by Taitung Australia Pty Ltd, including but not limited to:

• Taitung 365
• taitung.com.au and related domains

1.2 Entity

“Taitung,” “we,” “us,” or “our” means Taitung Australia Pty Ltd (ACN 101 496 646).

1.3 Parties

“User,” “you,” or “your” means any person who accesses or uses the Services.

1.4 Content

“Content” means any text, images, data, documents, or materials uploaded, created, or transmitted through the Services.

1.5 Personal Information

“Personal Information” has the meaning given in the Privacy Policy (incorporated by reference).

2.Eligibility and Account Management

2.1 Eligibility

• Users must be at least 18 years old or an authorised representative of a business entity
• Users must have the legal capacity to enter into binding contracts
• Use of Services is limited to authorised staff, contractors, and customers of Taitung
• Commercial use is restricted to legitimate business purposes related to food distribution, hospitality, or retail

2.2 Account Registration

• Users must provide accurate, current, and complete registration information
• Users are responsible for maintaining the confidentiality of login credentials
• Users must not share accounts or grant access to unauthorised persons
• Users must notify Taitung immediately of any unauthorised account access
• Taitung may verify identity and eligibility at any time

2.3 Account Security

• Users agree to use strong passwords and enable multi-factor authentication where available
• Users are responsible for all activities conducted through their account
• Taitung is not liable for unauthorised access resulting from user negligence
• Users must not attempt to access other users' accounts or bypass security measures

2.4 Account Termination

• Users may request account termination by emailing support@taitung.com.au
• Upon termination, access will be revoked within 24 hours
• Data retention after termination is governed by the Privacy Policy
• Taitung may suspend or terminate accounts for violations of these Terms and Conditions

3.Acceptable Use Policy

3.1 Permitted Use

Users agree to use the Services only for lawful, legitimate business purposes related to Taitung's operations.

3.2 Prohibited Activities

Users must not:

• Upload, transmit, or distribute malware, viruses, or malicious code
• Attempt to gain unauthorised access, hack, or breach system security
• Interfere with system functionality, disrupt operations, or cause downtime
• Reverse-engineer, decompile, or extract source code or trade secrets
• Use automated tools (bots, scrapers) to extract data without permission
• Transmit defamatory, harassing, threatening, or abusive content
• Violate intellectual property rights, copyright, or confidentiality
• Transmit spam, phishing, or fraudulent communications
• Conduct unauthorised commercial activity or resell services
• Violate Australian law, regulations, or compliance obligations

3.3 Monitoring

Taitung reserves the right to monitor usage for security, fraud prevention, and compliance purposes. Users have no expectation of privacy in system activity.

3.4 Enforcement

Violations of this Acceptable Use Policy may result in immediate account suspension or termination without notice.

4.Intellectual Property Rights

4.1 Taitung's IP

• All software, code, design, layouts, graphics, and content created by Taitung are proprietary
• The Services and all associated intellectual property are protected by copyright, trademark, and trade secret laws
• Users are granted a limited, non-exclusive, non-transferable license to use the Services for authorised purposes
• Users may not reproduce, modify, or distribute Taitung's intellectual property without written consent

4.2 User Content

• Users retain ownership of Content they create and upload
• By uploading Content, users grant Taitung a non-exclusive license to use, process, and display the Content as necessary to provide Services
• Users warrant that all Content is original, lawful, and does not infringe third-party rights
• Taitung is not responsible for reviewing, monitoring, or approving User Content

4.3 Third-Party Content

The Services may include content licensed from third parties (Google, eSuite, ABR, etc.). Users must comply with all third-party terms and conditions.

5.Warranties and Disclaimers

5.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Services will be error-free, uninterrupted, or secure
• Warranties regarding accuracy, completeness, or timeliness of information or data
• Warranties that the Services will be compatible with third-party systems

5.2 User Responsibility

Users acknowledge that:

• The Services may contain errors, bugs, or performance issues
• Data loss or corruption may occur despite backup measures
• Third-party integrations (eSuite, Google, ABR) may be unavailable or malfunction
• Internet connectivity and external factors may affect Service availability
• Users are responsible for maintaining their own backups of critical data

5.3 Suitability for Purpose

Users are solely responsible for determining whether the Services are suitable for their business requirements.

6.Limitation of Liability

6.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAITUNG SHALL NOT BE LIABLE FOR:

• Direct damages, indirect damages, incidental damages, or consequential damages
• Loss of profits, revenue, business opportunity, or data
• Loss of reputation, goodwill, or competitive advantage
• Interruptions, delays, or unavailability of Services
• Third-party claims, customer disputes, or business interruptions
• Damages arising from user error, misuse, or unauthorised use

6.2 Liability Cap

To the maximum extent permitted by law, Taitung's total liability for any claim arising from the Services shall not exceed the total fees paid by the user in the 12 months preceding the claim (or $500 if no fees were paid).

6.3 Exceptions

The limitations in this section do not apply to:

• Personal injury or death caused by Taitung's negligence
• Fraud or wilful misconduct
• Violation of consumer guarantees under the Australian Consumer Law
• Liabilities that cannot be excluded under applicable law

6.4 Essential Purpose

Users acknowledge that these limitations are essential terms, and Taitung would not provide the Services without these limitations.

7.Indemnification

7.1 User Indemnity

Users agree to indemnify, defend, and hold harmless Taitung, its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including legal fees) arising from:

• User's use or misuse of the Services
• User's violation of these Terms and Conditions or applicable law
• User's violation of third-party rights (intellectual property, privacy, etc.)
• Content created, uploaded, or transmitted by the user
• User's breach of the Acceptable Use Policy

7.2 Indemnity Procedure

Users must notify Taitung promptly of any claim, provide cooperation in defence, and allow Taitung sole control of settlement.

8.Service Availability and Support

8.1 Availability

• Taitung aims to maintain 99% uptime for all Services (excluding scheduled maintenance)
• Scheduled maintenance may occur without advance notice during low-traffic periods
• Emergency maintenance may be conducted immediately to address security or stability issues
• Taitung does not guarantee continuous or uninterrupted availability

8.2 Maintenance and Updates

• Taitung reserves the right to modify, update, or temporarily disable Services at any time
• Users will be notified of major changes where practicable
• Continued use following updates constitutes acceptance of changes

8.3 Support

• Basic support is provided via email: support@taitung.com.au
• Response times: 24–48 hours for standard requests, priority for security issues
• Support hours: Monday–Friday, 9:00 AM – 5:00 PM AEDT
• Critical issues affecting operations may receive out-of-hours support at Taitung's discretion

8.4 Data Backup

• Taitung maintains automated daily backups of all data
• Backup retention is 30 days unless required longer for legal or compliance reasons
• Users should maintain their own independent backups for critical data
• Data recovery requests may incur additional fees

9.Third-Party Integrations

9.1 Third-Party Services

The Services integrate with third-party platforms including:

• Google Cloud Platform (Firebase, Workspace)
• eSuite ERP
• Australian Business Register (ABR)
• Payment processors (PayPal, Stripe, Square)

9.2 Third-Party Terms

• Users are bound by the terms and conditions of all third-party services
• Taitung is not responsible for third-party service interruptions or data handling
• Users must review and accept third-party privacy policies and terms
• Taitung acts as an intermediary and does not control third-party operations

9.3 Integration Failures

• Taitung shall use reasonable efforts to maintain integrations
• Service interruptions due to third-party failures are not Taitung's responsibility
• Users must contact third-party providers for issues with their services

9.4 Data Sharing

By using integrated services, users consent to data sharing necessary for functionality, as described in the Privacy Policy.

10.Payment and Fees

10.1 Pricing

• Pricing for paid services is displayed at account setup
• Prices are in Australian Dollars (AUD) unless otherwise stated
• Taitung reserves the right to modify pricing with 30 days' notice
• Pricing changes apply to new billing periods; existing periods are not affected

10.2 Payment Terms

• Payment is due on the invoice date unless alternative terms are agreed in writing
• Accepted payment methods: bank transfer, credit card, PayPal
• Late payments may result in service suspension

10.3 Refunds

• Refunds are provided at Taitung's discretion, subject to the Australian Consumer Law
• Subscription refunds are calculated on a pro-rata daily basis
• Services provided cannot be refunded if delivery is complete

10.4 Disputes

Users must raise payment disputes within 30 days of the invoice date.

11.Dispute Resolution

11.1 Informal Resolution

Before initiating formal dispute resolution, users must attempt to resolve disputes through good-faith negotiation with support@taitung.com.au.

11.2 Mediation

If informal resolution fails, disputes may be referred to non-binding mediation administered by a mutually agreed mediator.

11.3 Litigation

If mediation fails, disputes shall be resolved in the courts of New South Wales, Australia.

11.4 Costs

Each party bears its own costs unless the court orders otherwise.

12.Confidentiality

12.1 Confidential Information

Users acknowledge that the Services may contain Taitung's confidential information, trade secrets, and proprietary business methods.

12.2 Confidentiality Obligations

Users must:

• Maintain confidentiality of access credentials and sensitive information
• Not disclose Taitung's trade secrets or proprietary information to unauthorised persons
• Use confidential information only for authorised purposes
• Return or destroy confidential information upon request

12.3 Exceptions

Confidentiality obligations do not apply to information that is:

• Public domain (not through user's breach)
• Independently developed
• Lawfully received from third parties
• Required to be disclosed by law or court order (with advance notice where possible)

13.Changes to Terms and Conditions

13.1 Modifications

• Taitung may modify these Terms and Conditions at any time
• Material changes will be notified via email or in-app notice
• Continued use of Services following notification constitutes acceptance of changes
• Users may terminate their account if they do not accept changes

13.2 Effective Date

Modifications take effect on the date specified in the notice (minimum 30 days for material changes).

14.Termination

14.1 Termination by Users

Users may terminate their account by submitting a written request to support@taitung.com.au. Termination is effective within 24 hours.

14.2 Termination by Taitung

Taitung may terminate or suspend accounts immediately for:

• Violation of these Terms and Conditions or Acceptable Use Policy
• Non-payment of invoices (for paid services)
• Breach of law or regulatory obligations
• Security threats or fraud
• Abuse of resources or Services

14.3 Effect of Termination

• All access rights are revoked immediately
• Data retention is governed by the Privacy Policy
• Taitung is not liable for data loss following termination
• Outstanding payment obligations remain enforceable

14.4 Survival

The following sections survive termination: Intellectual Property Rights, Limitation of Liability, Indemnification, Confidentiality, Governing Law and Dispute Resolution

15.Compliance with Law

15.1 Australian Regulations

Users must comply with:

• Privacy Act 1988 (Cth) and Australian Privacy Principles
• Australian Consumer Law (Competition and Consumer Act 2010)
• Spam Act 2003 (Cth)
• Biosecurity Act 2015 (Cth) where applicable
• State and territory laws and regulations

15.2 Export Compliance

Users must not use the Services for activities prohibited by Australian export controls or sanctions.

15.3 Sanctions and Restrictions

Users warrant that they are not subject to sanctions, restrictions, or prohibition from trading with Australian entities.

16.Force Majeure

16.1 Force Majeure Events

Taitung is not liable for failure to perform due to events beyond reasonable control, including:

• Natural disasters, earthquakes, or severe weather
• War, terrorism, or civil unrest
• Government actions or regulations
• Internet infrastructure failures or cyber attacks
• Pandemics or public health emergencies

16.2 Notice

Taitung will provide notice of force majeure events and expected restoration timelines where practicable.

17.General Provisions

17.1 Entire Agreement

These Terms and Conditions, together with the Privacy Policy, constitute the entire agreement between the parties regarding the Services.

17.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

17.3 Waiver

Failure to enforce any provision does not constitute waiver of that provision or any other right.

17.4 Counterparts

These Terms and Conditions may be executed in counterparts, each constituting an original and all together constituting one agreement.

17.5 Assignment

Users may not assign or transfer rights or obligations under these Terms and Conditions. Taitung may assign these Terms and Conditions upon written notice.

17.6 Relationship

No partnership, agency, or employment relationship is created by these Terms and Conditions.

18.Governing Law

18.1 Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict of law principles.

18.2 Jurisdiction

Users irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

18.3 Venue

Users agree that any legal proceedings shall be conducted in New South Wales.

19.Contact Us

For enquiries regarding these Terms and Conditions: