1. This Agreement

   This Agreement is between Silentium Australia Pty Ltd, owner of TDX360 Total Solution Software Service, an Australian company (“SilentiumIT”) and You.
   
   You acknowledge that by creating an account with TDX360 Total Solution Software Service (“TDX360”) and continuing to use TDX360 you are agreeing to be bound by these terms and conditions (“Terms of Service”).
   
   These Terms of TDX360 shall apply to all new features or tools that are added to TDX360 by SilentiumIT. You can review the most current version of the Terms of TDX360 at any time at www.tdx360.com. SilentiumIT reserves the right to update and change the Terms of TDX360 by posting updates and changes on the TDX360 website.
   

2. Account

2.1. You must be 18 years or older to use TDX360.

2.2. You must provide your full legal business name, current address, a valid email address, and any other information needed in order to complete the sign-up process. Accounts with false, incomplete information, or that are created for the purposes of evaluating the system for competitive reasons will result in immediate termination and permanent deletion of your account and all contents.

2.3. You are responsible for keeping your password secure. SilentiumIT cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.

2.4. You may not use TDX360 for any illegal or unauthorized purpose nor may you violate any pre-existing agreements (including but not limited to geographical exclusivity) or laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of Australia, federal and those of the State of Victoria.

2.5. You may not use TDX360 if you are an employee, contractor, agent, or officer of a TDX360 or business that offers similar features or functionality to TDX360 or if you use TDX360 for the purpose of reviewing, evaluating, analysing, or otherwise investigating the features, functions, user experience, processes, or methods of TDX360 for competitive purposes. Your use of TDX360 in this manner constitutes fraud. You agree that as fair compensation for the fraudulent use of TDX360, you will pay a fee of $250,000 USD. Such fee to be due within 15 days of notice provided to You by SilentiumIT.

2.6. You are responsible for all activity and content (data, graphics, photos, links) that is uploaded under your TDX360 account.

2.7. You must not transmit any worms or viruses or any code of a destructive nature.

2.8. A breach or violation of any of the Account Terms as determined in the sole discretion of SilentiumIT will result in an immediate termination of your services and permanent deletion of your account and all contents.

3. General Conditions

3.1. We reserve the right to modify or terminate TDX360 for any reason, without notice at any time.

3.2. We reserve the right to refuse TDX360 to anyone for any reason at any time.

3.3. We reserve the right to suspend your account should your use of TDX360 affect the overall performance of TDX360 or our ability to deliver the service.

3.4. Your use of TDX360 is at your own risk. TDX360 is provided on an “as is” basis without any warranty or condition, express or implied.

3.5. SilentiumIT does not warrant that TDX360 will be uninterrupted, timely, secure, or error-free.

3.6. SilentiumIT does not warrant that the results that may be obtained from the use of TDX360 that depends on or is connected to other global service providers such as Google Maps etc. will be accurate or reliable.

3.7. You understand that your Content is transferred in an encrypted form and involve transmissions over various networks, and changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is secured during transfer over networks.

3.8. SilentiumIT may, but has no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, promote hate, spread lies, or is otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

3.9. SilentiumIT does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through TDX360 will meet your expectations, or that any errors in TDX360 will be corrected.

3.10. You expressly understand and agree that SilentiumIT shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses resulting from the use of or inability to use the service.

3.11. In no event shall SilentiumIT or our providers be liable for lost profits or any special, incidental, or consequential damages arising out of or in connection with TDX360 or this Agreement (however arising including negligence). You agree to indemnify and hold SilentiumIT and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

3.12. You agree that, should you use TDX360 built-in waivers if such templates are available on TDX360 or otherwise should you upload advisory notes or similar remarks that are intended to waive your liability, you are advised to consult with a lawyer to determine the enforceability of the waivers that you create as the laws regarding waivers of liability can vary based on jurisdiction. You further agree and without limiting the scope of any other clauses in this agreement, to hold SilentiumIT, its parents, subsidiaries, affiliates, agents, officers, directors, members, employees, successors, and assigns, harmless from any claim or demand, including reasonable lawyers’ fees and costs, that may arise in connection with your use of TDX360 built-in waivers if such templates are available on TDX360.

3.13. You agree not to tamper with or circumvent the Customer Review Service and verification process in TDX360. Any attempt to submit reviews on behalf of a customer or to knowingly create false reviews will result in immediate account termination.

3.14. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of TDX360, use of TDX360, or access to TDX360.

3.15. This clause applies to you only if the pricing package that you have signed-up for has a component of commission on ticket sales and in that, you agree that TDX360 may only be used to sell services that have a monetary value and that you will not use TDX360 to offer free services, gift cards only, or services that have no monetary value. You agree that should you wish to use TDX360 to offer free services, gift cards only, or services that have no monetary value, you will notify TDX360 immediately in order to negotiate a mutually agreed upon additional monthly fee on top of the monthly license fee. You agree that should you choose to use TDX360 to offer free services, gift cards only, or services that have no monetary value without notifying SilentiumIT, that SilentiumIT, at its sole discretion, may charge you an additional fee it deems reasonable for use of TDX360 on top of any monthly license fee.

3.16. You agree not to hide or otherwise obstruct the “TDX360” mark by any means.

3.17. You agree that the relationship and interaction including but not limited to pricing, the use of the system, customer communications both verbal and electronic, and support tickets between you and SilentiumIT are considered confidential and private. You agree not to share the details of any relationship and interaction between you and SilentiumIT and that you shall not disclose these interactions, or any portion therein, to any third party, service provider, competitor, or website, either publicly or privately. Failure to comply with such terms will result in immediate account suspension and legal action.

3.18. You understand and agree that you may only take credit card payments for web bookings using an integrated payment gateway capable of processing credit card payments that is linked to your TDX360 account. Any attempt to collect or store customer credit card information through other methods like manual payment methods or custom form fields will result in immediate account suspension.

3.19. Verbal or written abuse of any kind (including threats of abuse or retribution) of any SilentiumIT customer, SilentiumIT employee, member, or officer will result in immediate account termination.

3.20. We do not claim any intellectual property rights over the material you provide to TDX360. All material you upload is still yours.

3.21. By uploading images and item description content to TDX360, you agree to allow other internet users to view them, and you agree to allow TDX360 to display and store them and you agree that SilentiumIT can, at any time and at its sole discretion, review all the content submitted by you to TDX360.

3.22. You retain ownership over all content that you submit to TDX360 however, by making your website public, you agree to allow others to view your content. SilentiumIT does not pre-screen content.

3.23. The failure of SilentiumIT to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Services constitutes the entire agreement between you and SilentiumIT and govern your use of TDX360, superseding any prior agreements between you and SilentiumIT (including, but not limited to, any prior versions of the Terms of Service).

  4. Payment of Fees

4.1. Depending on the nature of your engagement on TDX360, a valid credit card may be required to activate your account.

4.2. You acknowledge that pricing (excluding hourly rates for customisations) for TDX360 may consist of one or more of the following components depending on the version of TDX360 that you sign-up for:

(i) Monthly subscription/license fee.
(ii) Monthly web hosting fee.
(iii) Monthly support fee.
(iv) Hourly rate for special request customisations or adding new features.
(v) Commission on sale of tickets.
(vi) Transaction fee.

4.3. You will be billed by way of a monthly invoice on the 1st day of the month for use of TDX360 in the previous month and fees are in USD and are strictly non-refundable, except in the case of any money back guarantee period offered by SilentiumIT, as the fees are for the services already rendered.

4.4. The commission on ticket sales, if applicable to your selected pricing package, will be calculated as a percentage on the sale price of each ticket sold during the relevant calendar month.

4.5. You agree and understand that should you choose to pass the SilentiumIT transaction fee or any portion thereof to the customer that you shall, in good faith, collect the fee on behalf of SilentiumIT and that you shall remit the full amount of the fees collected to SilentiumIT. You further understand that SilentiumIT retains the right to collect the full value of the transaction fees collected and that this shall supersede all other agreements or contracts in place at the time.

4.6. Accounts that remain in arrears for 30 days from date of invoice will result in an immediate suspension of your account.

4.7. If cancellations should result in a negative amount owing on your account, this credit can only be applied to future TDX360 fees and is non-refundable and non-redeemable for cash.