PartiesGrafison Technologies Australia Pty Ltd trading as Grafison, ABN 80 680 423 982 located at Level 4, 9 Campbell Street, Parramatta, NSW 2150. grafison.com.au (“Grafison Technologies Australia Pty Ltd, "Grafison", "we", "our", "us", the "Website", the “Site”) offers you the content, software and services on the condition that you agree to accept and comply with the following terms. As set out below, by your affirmative act of registering with, accessing, or using the Website, you signify electronically that you agree to the following terms and conditions (the "User Agreement") that govern your use of the Website. Please read the User Agreement carefully before proceeding to use the Website. If you find yourself unable to agree with any part of the User Agreement, then you must not use the website. You are only authorised to use the website (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the User Agreement. It is important that you note that it is our policy to respond to notices of alleged copyright infringement and to take appropriate action, including the termination of the accounts of infringers. These Website Standard Terms and Conditions (these “Terms” or these “Website Standard Terms and Conditions”) contained herein on this webpage, shall govern your use of this website, including all pages within this website (collectively referred to herein below as this “Website”). These Terms apply in full force and effect to your use of this Website and by using this Website, you expressly accept all terms and conditions contained herein in full. You must not use this Website, if you have any objection to any of these Website Standard Terms and Conditions.
The website development services provided by Grafison will be for the client
1.1 Definition of words and phrases.In this Agreement, the following words and expressions shall have the following meanings: • "Services" means material such as text, software, images, audio and video, including links to that material. • "User" means anyone who accesses or uses the website, including a User and, unless the context requires otherwise, includes you.
2. Contractual issues
2.1 Formation of contractWhen your acceptance of the terms of the User Agreement reaches our servers through your affirmative act of registering, accessing or using the Website a binding agreement is made electronically between you and Grafison.
2.2 AmendmentsThe User Agreement may be amended by Grafison at any time by posting the amended terms on this Website. The amended User Agreement shall automatically be effective 7 days after it is initially posted on the Website. You should periodically check to see what amendments have been made to the User Agreement. Your continued use of the Site following the posting of any amendments will mean that you accept these amendments. If you disagree with any posted amendments, you may terminate this Agreement in accordance with clause 17. The User Agreement shall override any contrary terms or conditions published by Grafison or appearing on the Site.
3.1 RegistrationAny person wishing to use the Website as a User must first register as a member. Registration is free. When you register, you must provide complete and accurate registration information about yourself and your organisation. You agree to keep this information up-to-date. Grafison in its absolute discretion reserves the right to refuse, suspend or cancel the membership of any member without notice. As part of the registration process, you will provide a password so that you can log on to the Website as a member. You agree to keep your password confidential. You are fully responsible for all use of your account, including the use of your account by others.
3.2 Eligibility for MembershipYou may only register as a member if you can form a legally binding contract that is enforceable against you. For example, you must be older than or at least 18 years old. By registering as a member, you warrant that you can form a legally binding contract.
4. ChildrenThe Website is intended for a general audience. This Website is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Website if you a minor. Parents and guardians who permit children (by which we mean people under the age of 18) for whom they are responsible to use the Website should supervise their use of the Website. Parents and guardians will be responsible for their children’s use of the Website and adherence to the User Agreement.
5. Fees and Payments
5.1 Advertising feesGrafison does not charge you any fees for using the Website, but can start charging fees at its own discretion without any notice.
5.2 Changes to feesGrafison reserves the right to change the fees charged for any of its services at any time. In the event that Grafison introduces a new service, the fees for that service are effective at the launch of the service, unless otherwise stated.
5.3 GSTAll fees are inclusive of GST and in Australian dollars.
6. Functions of Grafison
6.1 The WebsiteGrafison provides a Website that publishes client and business details. You may need to be registered as a member before you can access some parts of the Website.
6.2 EnquiriesGrafison will provide a channel on this Website for the Users of this Website to send an enquiry to any Client or User.
7. User conduct
7.1 General conditions on useYou must ensure that your access to this Website is not illegal or prohibited by laws which apply to you.
7.2 Content rulesYou are prohibited from posting, sending, transmitting, uploading or otherwise publishing through the Website, any Content that:
1. is unlawful;
2. interferes with anyone else’s use of the Website;
3. is abusive, illegal, indecent, obscene, offensive, discriminatory or threatening in any way;
4. contains defamatory, trade libellous, unlawfully threatening or unlawfully harassing statements whether such statements be in the form of words, drawings, photographs, 3-dimensional representations or otherwise;
5. encourages anyone to break the law;
6. infringes any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy or any other form of property or proprietary rights, whether intellectual or otherwise;
7. interferes with the privacy of any other User;
8. contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with the Website our systems or network, or surreptitiously intercept or expropriate any data or personal information;
9. contains false or misleading statements of fact;
10. advocates the doing of a terrorist act;
11. advertises a Website; or creates a link, directly or indirectly, to any Website other than the Website.
12. breaches the User Agreement, or any of our policies or rules
7.3 Commercial useYou agree not to on-sell or otherwise on-transmit information obtained from this Website without Grafison’s written permission.
7.4 Unauthorised accessYou cannot attempt to gain unauthorised access to the Website, member accounts, our computer systems or networks, through hacking, password mining or any other means.
8. ContentIn these Website Standard Terms And Conditions, “Content” shall mean any audio, video, text, images or other material you choose to display on this Website. With respect to Your Content, by displaying it, you grant Grafison Technologies Australia Pty Ltd a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media. Your Content must be your own and must not be infringing on any third party’s rights. Grafison Technologies Australia Pty Ltd reserves the right to remove any of Your Content from this Website at any time, and for any reason, without notice.
8.1 User generated contentThe Website allows members to post Content ("User Generated Content"), including through the enquiry system, that can be accessed and viewed by other Users. You irrevocably and unconditionally waive any claim against Grafison for defamation, libel or whatsoever arising from any User Generated Content.
8.2 Licence over user generated contentWe do not claim ownership of any User Generated Content that you may post or communicate through the Website. However, by submitting User Generated Content to the Website you grant us, our affiliates and distributors, a royalty free, perpetual right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content worldwide in any medium.
8.3 MonitoringWe have no duty to monitor or pre-screen Content accessible on or through the Website and assume no liability or responsibility arising from the contents of any User Generated Content. However, we reserve the right to monitor or review the services and may, in our sole discretion, delete, modify, refuse to post or remove (without notice) any Content, in whole or in part, for any reason or no reason. If at any time we choose in our sole discretion to review or monitor the Website, we nonetheless assume no responsibility for the Content, and no obligation to modify or remove any inappropriate Content.
8.4 Removing contentWhile we reserve the absolute and unfettered right to reject or remove any Content (including User Generated Content) without notice or compensation, we are not responsible for any failure or delay in removing such material.
9. User Terms and Conditions
General RestrictionsYou are expressly and emphatically restricted from all of the following:
1. publishing any Website material in any media;
2. selling, sublicensing and/or otherwise commercializing any Website material;
3. publicly performing and/or showing any Website material;
4. using this Website in any way that is, or may be, damaging to this Website;
5. using this Website in any way that impacts user access to this Website;
6. using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
7. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website; using this Website to engage in any advertising or marketing; Certain areas of this Website are restricted from access by you and Grafison Technologies Australia Pty Ltd may further restrict access by you to any areas of this Website, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality of such information.
9.1 Restrictions on itemsYou shall not offer any service which:
1. you are not legally allowed to provide;
2. is in contravention of any law or regulations governing the sale of the same; or
3. is not located in Australia.
9.2 Restrictions on PostUsers shall not place any post that:
1. contain any hyperlinks unless permitted by Grafison;
2. contravene the content rules set out in clause 7.2 above.
9.3 User warrantiesBy offering a service on this Website, you, as the User, are warranting and undertaking to Grafison and all customers that:
1. you do not and will not engage in the forbidden dealings set out in the User Agreement, in particular this clause 9;
2. the information supplied by you is correct and accurate in all material respects;
3. you will not list or offer or any service, by paying to Grafison any Fees, could cause Grafison to violate any applicable law, statute, ordinance or regulation.
9.4 Right to withdraw PostGrafison shall have the absolute and unfettered right to withdraw any Post without notice or compensation to a User or user. Without limiting this right, Grafison shall have the right to withdraw a post if:
1. you are found to have breached the User Agreement or your account is suspended by Grafison pursuant to the terms of this Agreement; or
2. if Grafison is unable for any reason whatsoever to verify or authenticate any information provided by you.
10. Specific Warnings about Listings and other Users
10.1 Other Users’ conductPlease do not assume that the practices or conduct of other Users that you observe is necessarily in conformance with their obligations under this User Agreement or that you may act similarly. Grafison does not approve or validate transactions, advice or communications, and you accept sole responsibility for the legality of your actions under laws applying to you.
10.2 Unsafe merchandiseGrafison does not accept any obligation to protect you from any unsafe merchandise, products or services that may be offered on the Website. Please do not assume that such items offered will be harmless to people or property.
10.3 Users’ warranty obligationsGrafison is not responsible for ensuring that warranty obligations are honoured.
10.4 No warranty as to accuracy of informationYou acknowledge that Grafison does not control the information provided by other Users which is made available through this Website. Grafison therefore makes no warranty as to the accuracy of any information provided by any person through the use of the Website.
10.5 No warranty for goods offeredYou acknowledge that Grafison does not see or examine goods or services that are listed and has no control whatsoever on the actual quantity, quality, safety, legality or the fitness for any purpose of the goods or services. Grafison will not accept or assume any liability whatsoever in respect of the goods or services.
11. Privacy and Security of Information
11.2 Co-operation with law enforcementWe reserve the right to co-operate fully with any law enforcement authority in any jurisdiction in respect of a direction, request and we reserve the right to comply with a law or legal process to disclose the contents of any communication sent through the Website or user data associated with the sender or recipient of any communication.
11.3 Security of informationUnfortunately, no data transmission over the internet can be guaranteed as totally secure. Grafison does not warrant to you and cannot ensure the security of any information which you transmit to it. Accordingly, any information which you transmit to Grafison is transmitted at your own risk. Nevertheless, once Grafison receives your transmission, it will take reasonable steps to preserve the security of such information.
12. Unsolicited communications
12.1 SpamThe Spam Act 2003 prohibits the sending of Spam. "Spam" is a commercial electronic message sent without the consent of the person who receives the message including via email, SMS, MMS or Instant Messaging. You cannot use the Website or any of our communications tools to transmit, directly or indirectly, Spam or bulk communications that include Spam.
12.2 Address harvestingYou cannot harvest information about our Users for the purposes of sending, or to facilitate the sending, of Spam. You cannot forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or communications sent through the Website. You cannot allow others to use your account to violate the terms of this section or any applicable law or regulation that govern unsolicited communications.
12.3 Preventing SpamWe may terminate your account immediately and take other legal action if you or anyone using your account violates the sections of this User Agreement concerning unsolicited communications. We may implement technical measures to prevent Spam from entering, utilising, or remaining within our computer or communications networks.
13.1 Copyright infringementCopyright in the Website (including text, graphics, logos, icons, audio visual material and software) is owned or licensed by Grafison. Other than for the purposes of and subject to the conditions described under the Copyright Act 1968 (C’th) and except as expressly authorised by these terms and conditions, you may not in any form or by any means adapt, reproduce, store, distribute, print, display, perform, publish, communicate, broadcast or create derivative works from, any content of the Website; or commercialise any information, products or services obtained from any part of this Website without our prior written permission. You must not circumvent any technical mechanisms that prevent the unauthorised reproduction or distribution of Content on the Website.
13.2 Copyright noticesYou may lodge a notice of claim of copyright or other intellectual property infringement with us by writing to email@example.com If you reasonably believe that your work has been copied in a way that constitutes copyright infringement on or through the Website, or your intellectual property rights have otherwise been violated, please provide Grafison with the following information:
1. an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyright material or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Website;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright agent, its owner, or law;
6. a statement that the information in your correspondence to us is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.
14. No Warranties
14.1 No warrantiesThis Website is provided “as is,” with all faults, and Grafison Technologies Australia Pty Ltd makes no express or implied representations or warranties, of any kind related to this Website or the materials contained on this Website. Additionally, nothing contained on this Website shall be construed as providing consult or advice to you.No oral or written information or advice given by a representative of Grafison shall create a warranty.
14.2 No technical warrantiesGrafison does not warrant that the functions contained in this Website and the Services provided will be uninterrupted or error free, that defects will be corrected, or that the Website or its servers are free of viruses or other harmful components. Grafison does not warrant or make any representations regarding the use or the results of the use of this Website. Grafison does not warrant to you that the Services will be available at all times or at any specific times. Grafison is not responsible in the event an enquiry is not processed due to technical difficulties affecting the Website.
14.4 International lawsWe do not warrant that the Website complies with the laws of any country outside of Australia. If you access this Website from outside Australia, you do so at your own risk and you accept responsibility for ensuring or confirming compliance with all laws that apply to you as a result of that access or any consequent transactions or dealings.
14.5 Loss or damageGrafison does not accept responsibility for any loss or damage, however caused (including through negligence) which you may directly or indirectly suffer in connection with you use of the Website, nor does it accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through the Website.
15. Limitation of Liability and Release
15.1 LimitationIn no event shall Grafison Technologies Australia Pty Ltd, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort or otherwise, and Grafison Technologies Australia Pty Ltd, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website. To the maximum extent permitted by law, you agree that Grafison will be under no liability to you in respect of any loss or damage (including any indirect or special or consequential loss or damage) which may be suffered or incurred by you or which may arise directly or indirectly in respect of goods or services supplied pursuant to the Services offered over this Website. To the maximum extent permitted by law, Grafison shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from your use or inability to use the Service.
15.2 Release of GrafisonIn case of any dispute between Users or any dispute arising from the use of the Website, Grafison shall be released from all liabilities claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
15.3 Liability limited to re-supplyTo the maximum extent permitted by law, liability for breach by Grafison of any implied warranty or condition which cannot be excluded in relation to the supply of services is limited, at the option of Grafison to:
1. the re-supply of services; or
2. the cost of having the services supplied again.16. Indemnification
16.1 General indemnityYou hereby indemnify to the fullest extent Grafison Technologies Australia Pty Ltd from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable solicitors’ fees, made by any third party due to or arising out of your breach of this User Agreement or the terms and policies it incorporates by reference, or your violation of any law or the rights of a third party. We reserve the right, at our own expense, but we are not obliged to, assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.
16.2 Costs of GrafisonIf Grafison is required by you or by your order in any litigation in which you are involved whether under subpoena or order of the Court of any competent jurisdiction, including complying with any order for discovery or attending court for giving evidence, you shall bear all costs incurred by Grafison in connection with the provision of such service, including Grafison’s costs for taking legal or other professional advice or representation (in all such cases, the costs shall be calculated on an indemnity basis).
17. TerminationThis Agreement and/or your access to this Website may be terminated by us at any time without cause and without notice. You may terminate this User Agreement by discontinuing your use of the Website, or alternatively, by contacting us at firstname.lastname@example.org. In the event of termination, you are no longer authorised to access the Website, but all licences granted by you and all disclaimers and limitations of liability set out in the User Agreement will continue.
18.1 General Compliance with LawsYou shall comply with all applicable laws, statutes, ordinances and regulations regarding use of the Website and bidding on, listing, purchase and sale of items through the Website.
18.2 System IntegrityYou must not:
1. use any device, software or routine to interfere or attempt to interfere with the proper working of this Website or any auction being conducted on this Website; or
2. take any action which imposes an unreasonable or disproportionately large load on the infrastructure of this Website.
18.3 VirusesYou must take your own precautions to ensure that the process which you employ for accessing the Website does not expose you to risk of viruses or other forms of interference which may damage your computer system.
18.4 Record keepingGrafison reserves the right to retain Listings or records of any User Generated Content submitted to the Website, for historical or analytical purposes.
18.5 No AgencyNothing herein contained shall constitute or create any relationship of agency, partnership, joint venture, employee/employer or franchiser/franchisee between Grafison and any Users of the Website.
18.6 NoticesExcept as explicitly stated otherwise, any notices shall be given by way of email, and in respect of the User, notices shall be deemed given if sent to the email address provided by the User to Grafison during registration process or such other address as the User shall specify, or by posting such notices on this Website. Alternatively, Grafison may give notice to the User by pre-paid ordinary post to the address provided to Grafison during the registration process. In such case, notice shall be deemed given 5 days after the date of mailing.
18.7 SeverabilityAny provision of this Agreement prohibited by or unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement. Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties here to the full extent permitted by such law to the end that this Agreement shall be valid, binding and enforceable in accordance with its terms.
18.8 InterpretationHeadings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
18.9 Waiver(Grafison Technologies Australia Pty Ltd ) Grafison’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
18.10 Variation of TermsGrafison Technologies Australia Pty Ltd is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis toensure you understand all terms and conditions governing use of this Website.
18.11 AssignmentGrafison Technologies Australia Pty Ltd shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
18.12 Entire AgreementThese Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between Grafison Technologies Australia Pty Ltd and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.
18.13 Governing Law & JurisdictionThese Terms will be governed by and construed in accordance with the laws of the State of New South Wales, and you submit to the non-exclusive jurisdiction of the state and federal courts located in New South Wales for the resolution of any disputes.