Terms & Conditions

1. About These Terms

These Terms and Conditions (“Terms”) govern your access to and use of the JRpos cloud point-of-sale platform, including the websites at https://jrposnow.com and https://jrpos.app, the JRpos web application, the JRpos mobile applications for iOS and Android, and all related features, content, tools and services (together, the “Services”).

The Services are provided by SEEN Pty Ltd (ACN 621 324 721) trading as JRpos (“SEEN”, “we”, “us” or “our”), the company that builds and operates JRpos. By creating an account, clicking to accept, subscribing to a plan, or accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you use the Services on behalf of a company or other organisation, you represent that you have authority to bind that organisation, and “you” refers to that organisation.

If you do not agree to these Terms, you must not use the Services.

2. Definitions

• “Account” means the JRpos account created for you or your organisation.
• “Authorised User” means an individual you permit to access the Services under your Account, such as staff members, managers and administrators.
• “Merchant Data” means all data you or your Authorised Users upload to or generate within the Services, including products, inventory, sales and transaction records, supplier records, expense and income records, customer records, due lists, loyalty data and uploaded documents.
• “Plan” means a JRpos subscription tier as published on the pricing page or agreed with us in writing, including any product catalogue limits and features applicable to that tier.
• “Fees” means the subscription fees for your Plan and any fees for add-on services, in each case plus GST or other applicable taxes.
• “ACL” means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

3. Eligibility, Accounts and Authorised Users

• The Services are intended for business use. You must be at least 18 years old and capable of forming a binding contract to open an Account.
• You must provide accurate, current and complete registration and billing information and keep it up to date.
• You are responsible for all activity under your Account, including the acts and omissions of your Authorised Users, and for maintaining the confidentiality of all credentials and Manager PINs. Notify us immediately of any suspected unauthorised use.
• Your Plan includes unlimited Authorised Users at no additional per-seat charge. All Authorised Users must comply with these Terms, and you are responsible for configuring appropriate roles and permissions for them.

4. Plans, Free Trial and Fees

5. Data Migration Service (“Upload My Data”)

• The Upload My Data service is a one-time, fixed-fee professional migration service (priced as published, inclusive of GST where stated) covering one migration instance per purchase: import of your product catalogue, opening stock, supplier and customer databases and outstanding customer balances, together with reasonable data formatting and cleaning.
• You must supply source data in a readable format and warrant that you are entitled to provide it to us. We will submit imported data to you for review and verification before finalisation; you are responsible for confirming its accuracy.
• Complex or large-volume migrations may require a custom quotation. Timeframes provided are estimates and depend on the quality of the source data.

6. Acceptable Use

You must not, and must not permit any Authorised User or third party to:

• use the Services in breach of any applicable law, including consumer, tax, anti-money-laundering, privacy and spam laws;
• upload or process data you have no right to use, or that is unlawful, infringing, defamatory or malicious (including viruses or harmful code);
• interfere with, disrupt, overload or attempt to gain unauthorised access to the Services, other accounts, or our systems and networks;
• reverse engineer, decompile, copy, modify or create derivative works of the Services, except to the extent permitted by law that cannot be excluded;
• resell, sublicense, rent, or provide the Services to third parties as a service bureau, except as expressly agreed in writing (for example, under a white-label or partner agreement);
• use the Services to send unsolicited communications, or to deliver receipts or messages (including via WhatsApp) to persons who have not agreed to receive them where consent is required;
• circumvent Plan limits, security features or usage restrictions, or use automated means to scrape the Sites; or
• use the Services to build a competing product.

We may suspend or restrict access immediately where we reasonably believe there is a breach of this Section, a security risk, or a legal requirement to do so, and will notify you where practicable.

7. Merchant Data, Privacy and Your Customers

• You own your data. As between you and us, you retain all rights in Merchant Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, display and back up Merchant Data solely to provide, secure, support and improve the Services and as otherwise permitted by these Terms and our Privacy Policy.
• Your responsibilities as controller. You are the controller of personal information you process about your own customers, suppliers and staff through the Platform. You must have a lawful basis (and, where required, consent) for collecting it, maintain your own privacy policy, and comply with applicable privacy, spam and consumer laws, including in relation to loyalty programmes, due lists and receipt delivery channels such as WhatsApp.
• Our role as processor. We will process personal information contained in Merchant Data only to provide the Services, in accordance with our Privacy Policy and applicable law, and we will implement reasonable security measures as described in the Privacy Policy.
• Aggregated data. We may create and use aggregated, de-identified data derived from use of the Services (which does not identify you or any individual) for analytics, benchmarking and service improvement.
• Backups and export. We maintain routine backups, but you should also maintain your own records as required by law. You may export your Merchant Data using Platform export tools at any time during your subscription.

8. AI and Analytics Features

• The Services include AI-assisted features such as AI product search, predictive reorder and stock forecasting, customer segmentation, revenue and growth forecasting, the Business Health Check and the AI Payment Statement Analyzer.
• Outputs of these features are generated automatically, may contain errors or omissions, and are provided for general informational purposes only. They do not constitute financial, accounting, legal, tax or other professional advice, and you should verify important outputs and obtain independent advice before acting on them.
• You are responsible for the accuracy and lawfulness of data you upload for analysis, including payment statements, and for decisions you make based on the outputs (including automated re-ordering settings you enable).

9. Third-Party Services and Integrations

Your use of any third-party service is governed by that third party’s own terms and privacy policy, and you are responsible for complying with them (including WhatsApp’s business messaging policies). We are not responsible for third-party services, their availability, or changes they make that affect the Services, though we will use reasonable efforts to maintain key integrations. Mobile applications are also subject to the applicable app store terms.

10. Availability, Support and Changes to the Services

• We aim to provide a highly available service and target the uptime published on our Sites; however, unless a separate service level agreement (SLA) is agreed in writing (for example, under a Custom plan), uptime figures are targets only and not contractual guarantees.
• The Platform includes offline functionality for core POS operations; data captured offline synchronises when connectivity is restored. You are responsible for your own devices, networks and internet connectivity.
• We may perform scheduled and emergency maintenance, and will use reasonable efforts to minimise disruption and give advance notice of scheduled maintenance.
• Support is provided through the channels included in your Plan (which may include WhatsApp support and live demonstrations). Support hours and response targets are as published or agreed in writing.
• We continually improve the Services and may add, modify or, on reasonable notice, retire features, provided we do not materially reduce the core functionality of your Plan during a paid term without offering a suitable alternative or a pro-rata remedy.

11. Intellectual Property

• We (and our licensors) own all intellectual property rights in the Services, including the JRpos software, applications, design, branding, documentation and content on the Sites. Except for the limited right to use the Services in accordance with these Terms and your Plan, no rights are transferred to you.
• “JRpos” and associated logos are trade marks of SEEN Pty Ltd. You must not use them without our prior written consent, except to factually describe your use of the Services.
• If you provide feedback, suggestions or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

12. Confidentiality

Each party must keep confidential any non-public information disclosed by the other party in connection with the Services that is identified as confidential or that a reasonable person would understand to be confidential (including pricing under a Custom plan, security information and Merchant Data). Confidential information may be used only for the purposes of these Terms and disclosed only to personnel and advisers who need to know it, or as required by law.

13. Warranties and Consumer Guarantees

• We warrant that we will provide the Services with due care and skill and substantially in accordance with their published descriptions.
• Australian Consumer Law. Our goods and services come with guarantees that cannot be excluded under the ACL. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the ACL or other applicable law that cannot lawfully be excluded, restricted or modified.
• Except for the consumer guarantees and the express warranties in these Terms, the Services are provided “as is” and “as available”, and we exclude all other warranties, conditions and representations, whether express or implied, including fitness for a particular purpose and non-infringement, to the maximum extent permitted by law.
• We do not warrant that the Services will be uninterrupted, error-free or completely secure, that defects will be corrected, or that outputs of AI or analytics features will be accurate or complete.

14. Limitation of Liability

• To the maximum extent permitted by law (and subject to the ACL), our total aggregate liability to you arising out of or in connection with the Services or these Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the total Fees paid or payable by you in the 12 months preceding the event giving rise to the claim.
• To the maximum extent permitted by law, neither party is liable for loss of profits, revenue, goodwill, anticipated savings, business interruption, or loss or corruption of data (except to the extent caused by our failure to comply with our security or backup obligations), or for any indirect, incidental, special or consequential loss, even if advised of the possibility of such loss.
• Where our liability under a consumer guarantee cannot be excluded but can be limited, our liability is limited (at our option) to resupplying the services or paying the cost of having the services supplied again.
• Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be limited by law.
• You are responsible for compliance of your business operations with applicable law (including tax invoicing, receipts, pricing display and consumer law obligations to your own customers); the Platform is a tool that supports, but does not replace, that compliance.

15. Indemnity

You indemnify us against all losses, liabilities, costs and expenses (including reasonable legal costs) arising from third-party claims to the extent caused by: (a) Merchant Data or your use of the Services in breach of these Terms or applicable law; (b) your breach of privacy, spam or consumer laws in relation to your own customers; or (c) your infringement of a third party’s rights. This indemnity is reduced to the extent we caused or contributed to the relevant loss.

16. Term, Suspension and Termination

• These Terms apply from the earlier of the date you accept them or first use the Services, and continue until your Account is closed.
• You may cancel your subscription at any time via your Account or by contacting us; cancellation takes effect at the end of the current billing period.
• Either party may terminate immediately for a material breach that is not remedied within 14 days of written notice, or immediately if the other party becomes insolvent.
• We may suspend the Services for non-payment, security risk, legal requirement or breach of the Acceptable Use provisions, and will lift the suspension once the issue is resolved.

17. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, utility or telecommunications failures, denial-of-service or other cyber attacks not caused by the affected party’s failure to maintain reasonable security, war, terrorism, and government action. The affected party must use reasonable efforts to mitigate the impact.

18. Changes to These Terms

We may update these Terms from time to time. The current version will be posted at https://jrposnow.com/termswith its effective date. For material changes that adversely affect you, we will give at least 30 days’ notice by email or in-Platform notice, and the changes will take effect from your next renewal or the stated effective date, whichever is later. If you do not accept the changes, you may cancel before they take effect; continued use after the effective date constitutes acceptance.

19. General

• Governing law and jurisdiction. These Terms are governed by the laws of Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.
• Dispute resolution. Before starting court proceedings (other than urgent injunctive relief), a party must give written notice of the dispute and the parties must attempt in good faith to resolve it through negotiation between senior representatives within 30 days.
• Notices. We may give notices by email to your Account email address or via the Platform; you may give notices to support@JRposnow.com. Notices are taken to be received on the next business day after sending.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to a related body corporate or in connection with a sale or reorganisation of our business, with notice to you.
• Entire agreement. These Terms, the Privacy Policy, your Plan details and any written order or Custom plan agreement constitute the entire agreement and supersede prior discussions. In case of conflict, a signed Custom plan agreement prevails over these Terms.
• Severability and waiver. If any provision is invalid or unenforceable, it is severed to the minimum extent necessary and the remainder continues in force. A failure to enforce a right is not a waiver of it.
• Relationship. The parties are independent contractors; these Terms do not create a partnership, joint venture, employment or agency relationship.

20. Contact

SEEN Pty Ltd (trading as JRpos)

• Email: support@JRposnow.com
• Postal address: Suite 15, 2A Robe Street, St Kilda VIC 3182, Australia
• Web: https://jrposnow.com/contact