SMART DIGITAL GROUP PTY LIMITED ACN 611 319 647, trading as LimecubeTM is a digital solutions company. Limecube provides CMS and Web Hosting services to the Client on the following terms and conditions.
1.1 The Agreement between Limecube and the Client is comprised of the Membership Subscription and these Terms & Conditions.
1.2 Limecube reserves the right to use the services of third parties providers in the delivery of the Services.
Agreement means these Terms & Conditions and the Membership Subscription.
Business days means any day being a Monday Tuesday Wednesday Thursday or Friday excluding public holidays.
Claim means any claim, action, demand, suit, proceedings, demands, liability, compensation, damages, remedy, reimbursement and/or costs whether at common law, in equity or statute.
Client Login Page means a webpage interface provided by Limecube to the Client to facilitate provision of the Services.
Confidential Information means all information that is confidential or proprietary or relates to the business or assets of the parties and is not generally known by the public.
Content Management System (CMS) means a computer software program which is used to organise text, images, data and files for the Website from a central interface. CMSs are often used to run websites containing blogs and news. CMSs typically aim to avoid the need for hand coding but may support it for specific elements or entire pages. Limecube’s CMS is known as LimecubeTM and referred to accordingly in this Agreement.
Intellectual Property Rights means copyright, trade mark, design, patent, semiconductor or circuit layout rights relevant to, inter alia:
(a) the design, layout and graphical material displayed on the Website as a result of the CMS;
(b) the User interface of the CMS including but not limited to screens, organisation, patents and operation or control features, and
(c) all computer software associated with the CMS
Force Majeure means a circumstance beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under this Agreement. Such circumstances shall include but shall not be limited to:
(a) acts of God, lightning strikes, earthquakes, floods, storms, explosions, epidemics, pandemics, fires and any natural disaster;
(b) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;
Insolvency Administration, in relation to a party, means any of the following events:
(a) the party ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to do so;
(b) a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to that party;
(c) such party enters into, or resolves to enter into, a scheme of arrangement, compromise or composition with any class of creditors;
(d) a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of that party; or
(e) anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction;
Materials means any textual, graphical, audio or like materials together with any information, data, computer programs, computer software, applications, hardware, and any materials required by Limecube to provide the Services to the Client.
Membership Subscription means the electronic election by the Client as to the type of Services required, the length of time for which a Service is required and the monthly payment to Limecube for that Service.
Limecube Tools means the proprietary computer software tools used by Limecube to supply the Services under this Agreement.
Services means the services related to the provision by Limecube of CMS andr Web Hosting as per the Membership Subscription.
Support Services means commercially reasonable technical support to maintain and update the CMS and provide Web Hosting but shall not include the development of enhancements or training or other services outside the scope of the Membership Subscription.
Use means to access, register, build, update or otherwise benefit from using the functionality of the CMS in accordance with this Agreement.
Web Hosting means of the provision of various services, hardware, and software for websites, as storage and maintenance of site files on a server.
Website means the website(s) of the Client in respect of which website(s), Limecube is engaged to provide Services under this Agreement.
3.1 The Client agrees that Limecube may display the Website Design and elements of the design in any format or location (e.g. Instagram) at its absolute discretion for any purpose whatsoever including marketing and promoting Limecube services and the websites built on LimecubeTM. This excludes where you the client has emailed us to advise you do not wish this based on any sensitive aspets around your website.
4.1 Fees for the Services as per the Membership Subscription are payable monthly or annually in advance by you the client to Limecubes account by one of the forms of payment inside LimecubeTM. We do not accept any other form of payment outside our system.
4.2 Failure to receive a monthly payment due to being rejected by on of these payment methods will result in immediate suspension of the Services. The Services will not be resumed until payment has been received. With a suspended service, there may be a delay of a few hours once payment has been received, for the website to be live again.
4.3 Transaction Fee on Subscriber Shops:
4.3a Transaction Fee: Limecube will apply a transaction fee of 0.5% on all transactions processed through each subscriber's shop. This fee is calculated based on the total transaction amount and is automatically deducted before funds are transferred to the subscriber.
4.3b Disclosure of Fees: The transaction fee will be itemised on all Stripe transaction records to ensure transparency.
4.3c Purpose of Fee: This fee contributes to the operational costs associated with providing and maintaining the e-commerce functionality, including but not limited to payment processing, security measures, and technical support.
4.3d Fee Changes: Limecube reserves the right to modify the transaction fee percentage. Any changes to the fee structure will be communicated to subscribers in advance through the subscriber's registered email or through an announcement on the Limecube platform.
5.1 Limecube accepts no responsibility for any downtime or any other loss or damage suffered by the Client or third parties resulting from the suspension or termination of Services by Limecube under this Agreement for any reason.
5.2 Should payment not be received after 14 days we reserve the right to delete the website covered by the services.
6.1 Limecube uses a Content Management System (CMS) created and designed by and proprietary to Limecube and known as “LimecubeTM".
6.2 The Client acknowledges that the CMS may not function properly with superseded versions of web browsers, with web browsers that are not commonly used, superseded computers systems or on mobile, tablet and smartphone devices.
6.3 The Client acknowledges that the fees for services relating to LimecubeTM include web hosting, ongoing updates and covers the update of core CMS functionality and CMS improvements. Limecube reserve the right to make updates at times throughout the year as are necessary. The subscription start date is the date of the first subscription payment.
6.4 Limecube reserves the right to cease supporting one or more functions of a website but will make reasonable efforts to advise the Client in advance of the withdrawal of support for that module(s).
7.1 The Client acknowledges that Limecube uses a third party provider for Web Hosting and Limecube will in its complete discretion choose the Web Hosting provider for LimecubeTM.
7.2 Limecube accepts no responsibility for delays or down time, breakdown or data loss caused by any third party Web Hosting company and/or internet service providers.
8.1 Limecube provides Support Services by email to the Client 7 days per week.
By signing up for a Limecube account, you agree to receive mandatory signup emails as part of the registration process, as described in the following Terms and Conditions:
9.1 Email Subscription: During the signup process, you agree to receive a series of emails from Limecube designed to help you get started with the platform. These emails will be sent throughout the duration of your free trial period and are an essential component of the Limecube user experience.
9.2 Unsubscribe Option: If you no longer wish to use Limecube or receive the signup emails before the end of your free trial period, you have the option to log in to your Limecube account and delete it. Upon deletion of your account, the signup emails will be discontinued.
9.3 Email Content: The content of the signup emails may include, but is not limited to, helpful tips, tutorials, promotional offers, and platform updates relevant to your use of Limecube. Limecube aims to provide valuable information and support to enhance your experience on the platform.
9.4 Email Frequency: Limecube will send the signup emails at a reasonable frequency, ensuring that you receive timely and relevant information without being overwhelmed by excessive communication.
10.1 Without prejudice to any other rights Limecube may have under this Agreement or at law, Limecube may suspend or terminate the Services by giving notice in writing if the Client fails to comply with the terms of this Agreement, including the making of any payment, use of LimecubeTM for any fraudulent or illegal behaviour or if the Client becomes or threatens to become or is in jeopardy of becoming subject to any form of Insolvency Administration.
10.2 The Client may terminate this Agreement at any time but will not receive a refund of any fees paid in advance.
10.3 On termination of this Agreement howsoever caused, Limecube will delete or destroy any files, images, documents, invoices, user details or Materials created on the website by the Client by Limecube during the performance of this Agreement and the Client warrants that it will not rely upon Limecube as a document/file storage facility post termination of this Agreement. Upon deletion, these cannot be recovered/restored.
11.1 The Client agrees that in no event shall Limecube be liable for any damages of any type (including loss of data, revenue, profits, opportunity, future earnings, use or other economic advantage) arising out of or in any way connected with:
a. the Services;
b. Client Materials;
c. modifications, alterations or changes made to the Website by the Client or any third party;
d. the interaction of Website with third party applications;
e. a third party Material provided or specified by Limecube;
f. the functionality of the third party applications;
g. errors or defects in the Website;
h. the security of the Client’s Website;
i. suspension or termination of Web Hosting services for any reason, or
j. any interruption, inaccuracy, error or omissions, regardless of the cause whether such damages arise in contract, in tort, in equity, under statute, at law or otherwise.
11.2 Subject to clause 11.1, Limecube’s aggregate liability to the Client for any claims arising out of or in connection with this Agreement (whether based in contract, tort or under statute) is limited in the aggregate to the amount paid by the Client to Limecube in the 12 months’ immediately preceding the event giving rise to the Claim.
12.1 Except for the express representations and warranties stated in this agreement, Limecube makes no warranties and explicitly disclaims any other representation, warranty or guarantee, express, implied, statutory (to the extent permitted by law) or otherwise that:
a. the CMS or Web Hosting will be 100% error free in their construction and/or operation;
b. the use of Services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, computer program, system or data;
c. any data stored will be accurate or reliable;
d. errors or defects can be corrected;
e. the Services or the server(s) that make the Service available are free of viruses or other harmful components, or
f. the Website will not be hacked.
12.2 The Client warrants:
a. it holds the rights to use all Materials it uses on LimecubeTM and that it is compliant with all third party intellectual property rights of images, content, design and Materials it provides to Limecube for the provision of Services under this Agreement, and
b. It is compliant with the Privacy Act 1988, and all Materials provided to Limecube including images and content in whatever format provided to Limecube by the Client do not breach any privacy law in any jurisdiction.
c. they will not create or edit a website on LimecubeTM that engages in activity, submit materials, or promote information that is false, misleading or promotes or engages any illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
d. the website will not contain pornographic or sexually explicit material of any kind;
e. will not use the website in any way that infringes on the rights of LimecubeTM, LimecubeTM or others.
13.1 The Client agrees to release, indemnify (and keep indemnified) and hold harmless Limecube, its related entities, directors, employees, agents, contractors and third party providers (Those Indemnified) against any and all Claims, liabilities, loss, costs, damages, fees or expenses (including reasonable solicitors costs) arising from or in any way related to:
a. the use of any and all third party Materials for the provision of Services under this Agreement,
b. the use of any and all images, photos and artwork provided by the Client for the provision of Services under this Agreement,
c. a breach of this Agreement by the Client including outstanding payments and breach of intellectual property,
d. any Material provided by the Client,
e. any delay in the delivery of the Services,
f. any variation, modification, change or addition to the Website by the client or any third party,
g. the use or misuse of the Website Design or Website,
h. any disruption to the Client due to the non availability of the Website,
i. any online payment facility on the Website,
j. any infringement or alleged infringement by any of Those Indemnified of any third party Intellectual Property Rights arising out of the use by those indemnified of any Material supplied to them by the Client or the Client's Personnel
13.2 The Client’s liability to indemnify Limecube under this clause 13 will be reduced proportionally to the extent that any fault on Limecube’s part contributed to the relevant loss, damage, expense, or liability.
13.3 Limecube’s right to be indemnified under this clause 13 is in addition to, and not exclusive of, any other right, power, or remedy provided by law.
14.1 The Client acknowledges that websites, web hosting and technology security is a consistent problem and the Client further acknowledges that Limecube makes no representation, warranty or guarantee as to the security of the Website and Web Hosting servers.
14.2 If the Website poses a security risk, Limecube reserves the right to immediately shut down the website. Limecube will not be liable for any damages of any type (including loss of data, revenue, profits, use or other economic advantage) arising out of or in any way connected with the shut down.
15.1 Limecube's Rights. The copyright of Limecube remains the exclusive property of Limecube itself.
15.2 Your Acknowledgement. You acknowledge that Limecube and the website design themes are, between you and Limecube, owned by Limecube, protected by copyright, trade secret, trademark, and other domestic and international laws. This agreement does not grant you any right, title, or interest in Limecube, our trademarks, logos, or other brand features or intellectual property or trade secrets.
15.3 Use of Your Website. You agree that Limecube may display a link to and/or screenshots of your website(s) on Limecube's website or in promotional materials for any purpose, including marketing and promoting Limecube.
15.4 Prior Materials. Both parties acknowledge that there is no assignment of Intellectual Property Rights in any materials existing prior to the commencement date of this agreement, including but not limited to logos, graphics, software, documentation, templates, and data of either party or their clients, which are incorporated into or have been used in the course of developing Limecube or are exchanged between the parties.
15.5 Proprietary Code. Limecube, its source code, Limecube Tools, and back end development are proprietary to Limecube. There is no assignment to you of the Intellectual Property Rights of Limecube, its source code, Limecube Tools, all design and source files owned by Limecube.
15.6 License to Use. Subject to your compliance with the provisions of this agreement and upon receipt by Limecube of all amounts payable under this agreement and any additional fees and charges incurred by you, Limecube will grant you a non-exclusive license to use Limecube solely for the purposes of this agreement. You must not modify, adapt, sell or reproduce Limecube. You must not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of Limecube or use Limecube in any way other than as provided under this agreement.
15.7 Proprietary Software: The Client acknowledges that Limecube's Content Management System (CMS), known as “Limecube", and all related software, tools, and code (collectively, "Limecube Software") are proprietary to Limecube and are protected under intellectual property laws. The Client is granted access to Limecube Software solely for the purpose of creating, managing, and operating websites within the Limecube platform.
15.8 Restrictions on Use: While the Client is encouraged to use their own content, imagery, and designs within the Limecube platform, the Client expressly agrees not to: a. Copy, replicate, export, download, distribute, sell, lease, or otherwise transfer any part of Limecube Software or its functionalities to any third party or for use on any external platform or service. b. Decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Limecube Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).
15.9 Content Ownership: The Client retains ownership of their own original content, including text, images, and other materials they create and upload to their website via the Limecube platform. However, the underlying technology and software enabling the creation and operation of such content remain the intellectual property of Limecube.
15.10 Enforcement of Intellectual Property Rights: Limecube reserves the right to take appropriate legal action to enforce its intellectual property rights, including seeking injunctive relief, damages, and legal costs, against any party that infringes upon these rights.
15.11 Acknowledgement: By using Limecube's services, the Client acknowledges and agrees to these restrictions and confirms their understanding that any violation of these terms may result in the suspension or termination of their access to Limecube services and legal action against them.
15.12 Third Party Rights. For avoidance of doubt, nothing in these clauses 15.1 to 15.11 is intended to assign, license or vest title, right, or interest in any Intellectual Property Rights of third parties, which remain the property of their respective owners.
16.1 The Parties may not use or disclose any Confidential Information of the other party except as required for the performance this Agreement or as compelled by law.
17.1 Subject to clause 17.2, both Parties agree not to commence any legal proceedings in respect of any dispute arising under this Agreement, which cannot be resolved by informal discussion, until the procedure provided by clause 17.2 has been utilised.
17.2 Both Parties agree that any dispute arising during the course of these Terms & Conditions is dealt with as follows:
a. the Party claiming that there is a dispute will send the other a written notice clearly setting out the nature of the dispute and what action is required to settle the dispute;
b. The Party receiving the complaint will reply in writing within ten business days of receipt of the notice of the complaint;
c. the Parties will both attempt in good faith to resolve the dispute fairly through direct negotiation by persons who they have given authority to resolve the dispute;
d. the Parties have five Business Days, or such time as agreed, from the receipt of the reply to reach a resolution or to agree that the dispute is to be submitted to mediation or some alternative dispute resolution procedure; and
e. if:
i. there is no resolution of the dispute;
ii. there is no agreement on submission of the dispute to mediation or some alternative dispute resolution procedure; or
iii. there is a submission to mediation or some other form of alternative dispute resolution procedure, but there is no resolution within 15 Business Days of the submission, or such extended time as the Parties may agree in writing before the expiration of the 15 Business Days, then, either Party may commence legal proceedings.
18.1 Neither party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.
18.2 The party affected by a Force Majeure event must notify the other party as soon as practical of any anticipated delays.
18.3 If a delay or failure of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended. Both parties must agree to a reasonable extension of the time to complete the Services, or failing agreement, determine an appropriate extension of time by the dispute resolution procedure set out in clause 17.
18.4 If a delay or failure by a party to perform its obligations due to Force Majeure exceeds 30 days, either party may immediately rescind the Agreement on providing notice in writing to the other party.
18.5 If this Agreement is rescinded pursuant to clause 18.4, each party releases the other party from:
(a) any further obligation to perform this Agreement; and
(b) any new claim of loss or damage with respect to this Agreement at law or statute that is not subsisting at the time of rescission.
19.1 The entire Agreement comprises the provisions contained in the Membership Subscription and these Terms & Conditions and supersedes all prior understandings, agreements and documentation relation to such subject matter.
19.2 Modifications, changes and amendments to this Agreement are enforceable only if they are in writing and are signed by both parties.
19.3 Any provision, or the application of any provision (or part thereof), of this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
19.4 Any provision of, or the application of any provision of, this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
19.5 If a clause is wholly or partly void, illegal or unenforceable, it may be wholly or partly severed (as appropriate) without affecting the enforceability of the remaining part of the clause, or any other clause in this Agreement.
19.6 A failure or delay by a party at any time to exercise any right it holds under this Agreement will not operate as a waiver of that right. A waiver by either party of a breach of any provision must not be held to be a waiver of any succeeding breach of the provision or a waiver of the provision itself.
19.7 A single or partial exercise by a party of any right it holds under this Agreement will not prevent that party from exercising that right again or exercising that right to the extent it has not already been exercised. In this clause, the word “right” means a right or remedy provided by this Agreement or at law.
19.8 Each Party must upon demand by the other party, return any documents or Material supplied in connection with this Agreement.
19.9 Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the Parties. The Parties acknowledge Limecube shall perform its obligations under this Agreement as an independent contractor.
19.10 Any reference to “include” or “includes” or “including” must be construed without limitation.
19.11 Words importing the singular include the plural and vice versa.
19.12 The operation of these clauses 2, 4, 11, 13, 14, 15, 18 and 19 survives the expiration or earlier termination of these Terms & Conditions.
19.13 These Terms & Conditions are to be construed in accordance with the laws of New South Wales.
19.14 This Agreement may be executed in any number of counterparts and all counterparts taken together will constitute one instrument.
19.15 By executing this agreement each signatory represents that he or she is authorised to sign on behalf of Limecube and the Client as the case may be.
20.1 Free images available for use within Limecube, including those generated by AI, are sourced from a third-party provider, Pexels. While Limecube facilitates access to these images, it is important to note that the actual provision of these images, including AI-generated ones, is managed by Pexels. When you select "Add image to website", you are agreeing to Pexels' Terms of Service. As such, you understand that upon publishing the image, the responsibility for its use falls upon you. More information can be found at: https://www.pexels.com/terms-of-service/
By using Limecube's AI services and purchasing AI Writer Credits ("Credits"), you agree to the following Terms and Conditions:
Limecube reserves the right to modify these Terms and Conditions at any time without prior notice. By continuing to use the AI services and purchasing Credits after any changes have been made, the user agrees to be bound by the updated Terms and Conditions.
If you have any questions or suggestions regarding these Terms and Conditions or require further clarification, please feel free to contact Limecube's support team. It is our goal to provide a comprehensive and transparent set of rules for the use of our AI services, and we welcome any feedback or suggestions for improvement.
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