Terms and Conditions

7 GENERAL CONDITIONS

7.1 Licence

• The licence granted to the Member under this Agreement is limited, non-exclusive, and revocable.
• The Company may revoke or suspend the Member’s licence in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the Member (or any user that the Member allows to access its account).

7.2 Modification of Terms

• The terms of this Agreement may be updated by the Company from time-to-time.
• Where the Company modifies the terms, it will provide the Member with written notice, and the Member will be required to accept the modified terms in order to continue using the Community.
• The modified terms shall come into effect:
  • At the commencement of the Member’s next billing period for Members; or
  • The next time the Member accesses the Community following notice of the updated terms, for all other Members.

7.3 Use & Availability

• The Member is solely responsible for the security of its username and password for access to the Community. The Member shall notify the Company (through the Community) as soon as it becomes aware of any unauthorised access of its the Community account.
• The Member agrees that the Company shall provide access to the Community to the best of its abilities, however:
  • Access to the Community may be prevented by issues outside of its control; and
  • It accepts no responsibility for ongoing access to the Community.

7.4 Support

• The Company provides user support for the Community via the email address [email protected].
• The Company shall endeavour to respond to all support requests from Members within 2 Business Days.
• The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support.

7.5 Privacy

• The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the Members
• The Privacy Policy does not apply to how a Member handles personal information. It is the Member’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.
• The Company makes no warranty as to the suitability of the Community in regards to the Member’s privacy obligations at law or contract, and it is the Member’s responsibility to determine whether the Community is appropriate for the Member’s circumstances.
• the Community may use cookies (a small tracking code in your browser) to improve a Member’s experience while browsing, while also sending browsing information back to the Company. The Member may manage how it handles cookies in its own browser settings.

7.6 Data

• The Company takes the security of the Community and the privacy of its Members very seriously.  The Member agrees that the Member shall not do anything to the security or privacy of the Company’s systems or the information on them.
• The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.  It is up to the Member to ensure that any transmission standards meet the Member’s operating and legal requirements.
• Data that is stored by the Company shall be stored according to accepted industry standards.
• The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes.  The Company does not warrant that it is able to backup or recover specific Member Data from any period of time unless so stated in writing by the Company.

7.7 Intellectual Property

• The Company has moral, unregistered and registered rights in its trade marks and the Member shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
• Third Party Intellectual Property. The Company may use software and other proprietary systems and Intellectual Property (including open source systems) for which the Company has appropriate authority to use, and the Member agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.  The Member warrants that it shall not infringe on any third-party rights through the use of the Community.
• The Community platform. The Member agrees and accepts that the Community is the Intellectual Property of the Company and the Member further warrant that by using the Community the Member will not:
  • Copy the Community or the services that it provides for the Member’s own commercial purposes; and
  • Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Community or any documentation associated with it.
• All content (with the exception of Member Data) remains the Intellectual Property of the Company, including (without limitation) any videos, documents, analysis, source code, analytics, insights, aggregations, ideas, enhancements, feature requests, suggestions or other information provided by the Member or any other party with respect to the .

7.8 Disclaimer of Third Party Services & Information

• The Member acknowledges that the Community has dependencies on third-party services, including but not limited to:
  • Banks, credit card providers and/or Bpay;
  • Third Party Service Providers;
  • Building control systems;
  • Telecommunications services;
  • Hosting infrastructure services;
  • Email services; and
  • Analytics services.
• The Member agrees that the Company shall not be responsible or liable in any way for:
  • Interruptions to the availability of the Community due to third-party services; or
  • Information contained on any linked third party website.

7.9 Liability & Indemnity

• The Member agrees that it accesses the Community at its own risk.
• In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Member’s access to, or use of, or inability to use the Community, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.
• Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
  • The re-supply of services or payment of the cost of re-supply of services; or
  • The replacement or repair of goods or payment of the cost of replacement or repair.

7.10 Termination

• The Member may terminate this Agreement by giving the Company written notice (and or cancelling its account in the Community).
• The Company may terminate this Agreement immediately by providing the Member written notice.
• Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
• Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 7.8, 7.9, 7.10, 7.12, 7.13, and 7.14 survive termination of this Agreement.

7.11 Dispute Resolution

• If any dispute arises between the the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
  • Includes or is accompanied by full and detailed particulars of the Dispute; and
  • Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
• Within 10 Business Days after a Dispute Notice is given, a representative from each of the parties with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
• Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
• Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
• Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

7.12 Electronic Communication, Amendment & Assignment

• The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
• The Member can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the Member of a change of details from time-to-time.
• The Company will send the Member notices and other correspondence to the details that the Member submits to the Company, or that the Member notifies the Company of from time-to-time. It is the Member’s responsibility to update contact details as they change.
• A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
• Notices must be sent to the parties’ most recent known contact details.
• The Member may not assign or otherwise create an interest in this Agreement without the written consent of the Company (which shall not be unreasonably withheld).
• The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the Member.

7.13 General

• Special Conditions. The parties may agree to any special conditions to this Agreement in writing.
• To the extent this Agreement is in conflict with, or inconsistent with any special conditions made under this Agreement, as relevant, the terms of those special conditions shall prevail.
• Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
• The relationship of the parties to this Agreement does not form a joint venture or partnership.
• No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
• Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
• Governing Law. This Agreement is governed by the laws of Victoria, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
• Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
• The following rules apply unless the context requires otherwise:
  • Headings are only for convenience and do not affect interpretation.
  • The singular includes the plural and the opposite also applies.
  • If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
  • A reference to a clause refers to clauses in this Agreement.
  • A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.
  • Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
  • A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
  • A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
  • A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.