Effective Date: 01 July 2025
This End User Licence Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity, hereinafter “Licensee” or “You”) and Salon Software Pty Ltd (“Licensor,” “We,” “Us,” or “Our”). The Software is made available to You in Australia through Nexpos Pty Ltd and in New Zealand through Salon Software Ltd, each acting as an authorised distributor for the Licensor. This Agreement is for the software product identified below, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (collectively, the “Software”).
Software Product: Hairware Beautyware, including any on-premise components and the associated remote access application, HB GO.
BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY, DOWNLOAD, ACCESS, OR USE THE SOFTWARE; YOU MAY RETURN IT TO YOUR VENDOR FOR A FULL REFUND, IF APPLICABLE
Background
A. Licensor has developed and is the owner of all Intellectual Property, copyright, and other rights in the Software to be accessed and used by Licensee.
B. The Software is Licensed on a subscription basis and is installed on Licensee’s hardware (on-premise), with an ancillary application, HB GO, enabling remote access to certain functionalities of the Software.
C. Licensee desires to use the Software, and Licensor grants Licensee a non-exclusive, non-transferable Licence to use the Software in accordance with the terms and conditions of this Agreement and the terms of your active subscription.
D. Licensee must read this entire Agreement carefully. By using the Software, Licensee is agreeing to be bound by the terms of this Agreement.
1. Definitions
1.1 “Software” means the Hairware Beautyware application, including all its on-premise components, the HB GO application, any associated modules, features, functions, and related items, including but not limited to, executable programs, data files, user manuals, and any other accompanying documentation, and any updates, upgrades, modifications, or new versions thereof provided by Licensor under an active Subscription.
1.2 “Subscription” means the right to use the Software for a defined term (e.g., monthly, annually) subject to timely payment of applicable subscription fees and compliance with this Agreement.
1.3 “Subscription Term” means the period for which Licensee has paid the applicable Subscription fees and is authorised to use the Software.
1.4 “HB GO” means the specific software application provided by Licensor that allows authorised users of the Licensee to remotely access and use certain functionalities of the on-premise Software installation.
1.5 “Intellectual Property” means all rights in patents, copyrights, trade secrets, trademarks, service marks, trade names, and other proprietary rights in or related to the Software.
1.6 “User Manual” means the written or electronic manual supplied by Licensor guiding the use of the Software.
1.7 “Confidential Information” includes, but is not limited to, the Software, its source code, object code, design, structure, algorithms, and any non-public information concerning the Software, Licensor’s business, or this Agreement.
2. Ownership of Software
2.1 The Software and the accompanying written materials, if any, are owned by Licensor and are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
2.2 This Agreement grants you a limited Licence to use the Software and does not constitute a sale of the original Software or any copy thereof. Licensor retains all right, title, and interest in and to the Software, including all Intellectual Property rights therein. All rights not expressly granted to Licensee in this Agreement are reserved by licensor.
2.3 The User Manual, documentation, images, the Software, and all related material are protected by copyright laws and cannot be sold, assigned, transferred, licensed, disposed of, copied, photocopied, adapted, translated, printed, or reproduced in any form, neither completely nor in part, from any mechanical or electronic media, without previous written Authorisation of Licensor, except as expressly permitted herein.
3. Grant of License
3.1 Subscription Licence: Subject to the terms and conditions of this Agreement and timely payment of all applicable Subscription fees, Licensor grants Licensee a non-exclusive, non-transferable, revocable Licence to install and use one copy of the on-premise Software on a single computer system or network owned or leased and controlled by Licensee at a single location, solely for Licensee’s internal business operations during the active Subscription Term.
3.2 Remote Access Application (HB GO): Subject to an active Subscription, Licensee is also granted the right to allow its authorised users to download, install, and use the HB GO application solely for the purpose of remotely accessing and using the licensed on-premise Software, in accordance with its intended functionality and any accompanying documentation. Licensee is responsible for all use of the HB GO by its authorised users.
3.3 Single Computer/Network Use: Licensee may physically transfer the on-premise Software from one computer to another within its owned or leased systems, provided that the Software is used on only one primary computer system/network at any one time, as permitted by the Subscription.
3.4 No Implied Rights: The Licensee acknowledges that the Licencee’s right to use the Intellectual Property and Software is derived solely from this Agreement and an active Subscription.
4. Subscription Terms
4.1 Subscription Fees: Licensee shall pay all applicable Subscription fees in accordance with the payment terms agreed upon at the time of purchase or renewal. Failure to pay Subscription fees when due may result in suspension or termination of the Licence and access to the Software.
4.2 Subscription Term and Renewal: The initial Subscription Term shall be as agreed upon at the time of purchase. After the Initial Period, the Subscription will continue on a month-to-month basis unless terminated by either party with 30 days’ written notice.
4.3 Changes to Fees: Licensor reserves the right to change Subscription fees for renewal periods upon 30 days’ notice to the Licensee.
5. Restrictions on Use
5.1 No Copying (Except for Backup): Licensee must not copy the Software except for a reasonable number of backup or archival copies, provided such copies include Licensor’s copyright and other proprietary notices.
5.2 No Network Abuse for On-Premise: Licensee must not electronically transfer the on-premise Software to multiple computers over a network system in a manner that exceeds the Licensed usage rights under the active Subscription.
5.3 No Transfer: This Licence is personal to the Licensee. Licensee may not loan, rent, lease, sublicence, sell, assign, or otherwise transfer the Software or any rights granted under this Agreement to any third party without the prior written consent of Licensor. Any attempted transfer without such consent shall be void. A fee may apply for any Licensor approved transfer. Full details of the transfer of licence process can be found at https://hbsoftware.com.au/tol (Australia) and https://hbsoftware.co.nz/tol (New Zealand).
5.4 No Reverse Engineering: Licensee must not reverse engineer, decompile, or disassemble the Software
5.5 No Modification: Licensee must not modify, adapt, translate, or create derivative works based on the Software or on any accompanying written materials.
5.6 Confidentiality: Licensee must keep confidential all Confidential Information contained in or related to the Software and not use such information for any purpose other than what is intended by this Agreement. Licensee must not disclose this Confidential Information to any third parties without Licensor’s prior written consent.
5.7 Protection of Intellectual Property: Licensee agrees to use and exploit the Intellectual Property in accordance with such directions given by the Licensor from time to time for the purpose of protecting the quality of the Intellectual Property and Software and maintaining the quality and reputation of any products incorporating the Intellectual Property and the reputation of the Licensor.
5.8 Compliance with Laws: Licensee shall use the Software in compliance with all applicable laws, regulations, and third-party rights
5.9 HB GO Specific Restrictions:
(a) Licensee shall ensure that access to and use of HB GO is restricted to its authorised personnel.
(b) Licensee is solely responsible for maintaining the confidentiality and security of any credentials (e.g., usernames, passwords) used to access HB GO and the on-premise Software via the remote application.
(c) Licensee acknowledges that the performance and availability of HB GO are dependent on factors outside Licensor’s reasonable control, such as Licensee’s internet connectivity, network configuration, and device compatibility.
(d) Licensee shall not use HB GO for any unlawful purpose or in any way that could damage, disable, overburden, or impair the Software or interfere with any other party’s use and enjoyment of it.
5.10 The Licensor is not responsible for any performance issues with HB GO that arise from the Licensee’s internet connection, firewall restrictions, mobile devices, or third-party systems
6. Termination of the License Agreement
6.1 Term: This Agreement and the Licence granted herein shall commence upon your first installation or renewal term or use of the Software and shall continue for the duration of your active and fully paid Subscription Term, unless earlier terminated as provided herein.
6.2 Termination by Licensor: Licensor may terminate this Agreement, and the Licence granted herein immediately and automatically, without notice, if Licensee:
(a) Fails to pay any Subscription fees when due.
(b) Breaches any material term or condition of this Agreement.
(c) Challenges the validity of Licensor’s rights in the Intellectual Property.
6.3 Termination by Licensee: Licensee may terminate this Agreement by ceasing all use of the Software and providing written notice to Licensor, subject to any applicable cancellation policies for the Subscription. Termination by Licensee does not entitle Licensee to a refund of any pre-paid Subscription fees unless otherwise specified in the Subscription terms.
6.4 Effect of Termination: Upon termination or expiration of this
Agreement for any reason:
(a) All rights and Licences granted to Licensee under this Agreement shall immediately cease.
(b) Licensee must immediately cease all use of the Software, including the HB GO
(c) Licensee must uninstall and remove any installed Software from all computer systems and devices.
(d) Licensee must return to Licensor or, upon Licensor’s request, destroy all copies of the Software, User Manuals, Confidential Information, and any related materials in Licensee’s possession or control.
(e) Licensee must pay all outstanding Subscription fees due up to the effective date of termination.
6.5 Survival: The provisions of Sections 1 (Definitions), 2 (Ownership of Software), 5 (Restrictions on Use – particularly 5.6 Confidentiality), 6.4 (Effect of Termination), 6.5 (Survival), 8 (Limited Warranty and Disclaimer), 9 (Limitation of Liability), 13 (Confidentiality), 15 (Governing Law), and 16 (General Provisions) shall survive the termination or expiration of this Agreement.
7. Software Updates and Support
7.1 Updates: During an active Subscription Term, Licensor may, from time to time and at its sole discretion, provide updates, upgrades, or new versions of the Software (“Updates”). Such Updates may be provided automatically or may require action by the Licensee. All Updates provided by Licensor shall be deemed part of the Software and subject tothe terms of this Agreement. Licensee may be required to install Updates to continue using certain features of the Software or to ensure its proper functioning and security. Support services will remain available even if Updates are not applied, however, certain features or fixes may not be accessible until Updates are installed.
7.2 Support: Support services provided by Licensor are available under an active Subscription and include phone, email, and remote access support during standard business hours
7.3 Changes: Information in the Software and any supporting documentation is subject to change without notice by the Licensor and does not represent a guaranteed commitment on the part of Licensor, except as may be expressly warranted herein.
8. Limited Warranty and Disclaimer
8.1 Limited Warranty: Licensor warrants that for a period of thirty (30) days from the date of initial installation or access, the Software, when properly installed and used in accordance with the Licensor’s usage guidelines and reasonable instructions, will perform substantially in accordance with the functions described. This limited warranty applies only if the Software has not been modified, and any failure has not resulted from accident, abuse, or misapplication by Licensee.
8.2 Remedy: Licensor’s entire liability and Licensee’s exclusive remedy for breach of this limited warranty shall be, at Licensor’s option, either:
(a) repair or replacement of the Software that does not meet Licensor’s limited warranty, or
(b) a refund of the Subscription fee paid for the period during which the Software failed to perform, limited to the Limited warranty period of thirty (30) days. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
8.3 DISCLAIMER OF OTHER WARRANTIES: EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENCEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE (INCLUDING HB GO) WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. WHERE THE SOFTWARE IS USED FOR BUSINESS PURPOSES, THE STATUTORY GUARANTEES UNDER THE AUSTRALIAN CONSUMER LAW AND THE NEW ZEALAND CONSUMER GUARANTEES ACT DO NOT APPLY.
8.4 Hardware and Third-Party Software: Licensor is not responsible for any hardware or third-party software problems encountered by the Licensee in connection with the use of the Software. Any faults caused by Licensee’s computer system, data, hardware, or other software are the responsibility of the Licensee.
9. Limitation of Liability
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE (INCLUDING THE HB GO APP) OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENCEE FOR THE SOFTWARE SUBSCRIPTION DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR THE MINIMUM AMOUNT PERMITTED BY LAW IF A GREATER LIMITATION IS NOT ENFORCEABLE.
9.3 Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you
10. Data Privacy
10.1 Licensee acknowledges that use of the Software, particularly the HB GO, may involve the transmission of data over networks. Licensee is responsible for complying with all applicable data privacy and protection laws in connection with its use of the Software and any data processed by it, including but not limited to the Privacy Act 1988 (Cth) in Australia and the Privacy Act 2020 in New Zealand.
10.2 Licensor’s collection and use of personal information in connection with the Software is described in Licensor’s Privacy Policy, available at https://hbsoftware.com.au/privacy-policy for Australia and https://hbsoftware.co.nz/privacy-policy for New Zealand, which is incorporated herein by reference.
10.3 Licensee is responsible for the security of its data when using the on-premise Software and for implementing appropriate security measures to protect data accessed via HB GO.
10.4 The Licensee retains full ownership and control of all data entered into or generated through the use of the Software. The Licensor shall not access, use, or share Licensee data except where required to provide support services or comply with legal obligations.
10.5 The Licensee is solely responsible for regularly backing up its own data. The Licensor shall not be liable for any data loss.
11. Severability
If any provision of this Agreement or the application of it to any person or circumstance shall be or become wholly or partly invalid or unenforceable, the remaining provisions (or parts of them) shall not be affected thereby and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
12. Variations to Agreement
Any modification, alteration, change, or variation of any term or condition of this Agreement shall only be effective if made in writing and signed by an authorised representative of Licensor. Licensor may update this EULA from time to time, and continued use of the Software after such updates constitutes acceptance of the new terms.
13. Confidentiality (General)
13.1 Each party agrees to keep the specific terms of this Agreement confidential, as well as any non-public information disclosed by the other party that is marked as confidential or would reasonably be understood to be confidential.
13.2 This obligation of confidentiality shall not apply to information that:
(a) is or becomes publicly known through no wrongful act of the receiving party;
(b) is rightfully received from a third party without restriction and without breach of this Agreement;
(c) is independently developed by the receiving party without reliance on the disclosing party’s Confidential Information; or
(d) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to allow for a protective order.
14. Faults and Repair Costs
(Licensee Responsibility for Environment) Licensor is not responsible for any hardware or software problems in Licensee’s environment. Any faults caused by using the computer system, data, hardware, or third-party software, including but not limited to power issues, hard disk failures, network problems due to alteration of original settings, system disruptions due to additional software, incorrect data restoration, or faults within the operating system, are the responsibility of the Licensee. Callouts for repairs or support related to such issues may incur charges payable by Licensee.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws for the time being in force in the State of New South Wales, Australia, without regard to its conflict of law principles. This choice of law applies to all Licensees using the Software in Australia and New Zealand. By using the Software, Licensees in New Zealand agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement., without regard to its conflict of law principles. This choice of law applies to all Licencees using the Software in Australia and New Zealand. The parties irrevocably agree that the courts of New South Wales, Australia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. For New Zealand customers, this Agreement is also subject to compliance with the Privacy Act 2020 and the Fair Trading Act 1986.
16. General Provisions
16.1 Entire Agreement: This Agreement (including any addendum or amendment to this Agreement which is included with the Software and Licensor’s Privacy Policy) constitutes the entire agreement between Licensee and Licensor relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software or any other subject matter covered by this Agreement.
16.2 Waiver: Any failure by the Licensor to exercise any of its rights arising out of or in relation to any breach or breaches of this Agreement by the Licensee shall not operate as a waiver of its rights in the event of any subsequent or continued breach or breaches by the Licensee.
16.3 Notices: Any notices required or authorised to be given by any party to the other concerning any matter or thing relating to this Agreement shall be in writing and may be given by being sent by pre-paid registered letter post or reputable overnight courier to the addresses specified by the parties, or by email to an email address designated by the party for such notices. Notices shall be deemed served upon confirmed receipt.
ACKNOWLEDGEMENT BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
Contact Information
Salon Software Pty Ltd Suite 3, Level 2, 86-88 Mann St, Gosford NSW 2250, Australia
Australia
https://hbsoftware.com.au | accounts@hbsoftware.com.au | 1300 880 582
or when calling from overseas +612 9193 2550
New Zealand
https://hbsoftware.co.nz | accounts@hbsoftware.co.nz | 0800 644 655
In the event of any inconsistency between this End User Licence Agreement (EULA) and the applicable Subscription Agreement entered into by the Licensee, the terms of the Subscription Agreement shall prevail to the extent of the inconsistency. The EULA remains subject to the limitations, rights, and obligations defined in the Subscription Agreement.