This Services Agreement (Agreement) governs:
(a) the use of the Wesbuilders Co-operative Limited (Wesbuilders) internet site www.wesbuilders.com.au (Site) and associated services (Services); and
(b) the relationship between Wesbuilders and persons logging on to the Site (Customer).
By accessing the Site or submitting a request for Services, whether as a member or non-member, the Customer acknowledges that the Customer has read, understood and agrees to be bound by all terms and conditions of this Agreement.
This Agreement as well as any additional rules and policies, together with all modifications thereto, constitutes the complete and exclusive agreement between the Customer and Wesbuilders concerning the Customer’s use of the Services, and supersedes and governs all prior proposals, agreements, representations or other communications.
Wesbuilders reserves the right to modify this Agreement at any time and will use its best endeavours to notify the Customer of any such changes as published on the Site. The Customer agrees to review this Agreement periodically to be aware of such modifications and your continued access or use of the Site shall be deemed your conclusive acceptance of the modified Agreement.
Access to and use of the Site and its contents are subject to the disclaimers, terms and conditions set forth below, and all applicable laws, rules and regulations in Australia, including all applicable export laws, regulations and restrictions, all of which are subject to change and revision from time to time without prior notice.
Wesbuilders reserves the right to terminate access to the Site without notice or take other actions it reasonably believes necessary to comply with the law or to protect its rights. Any access or attempt to access the Site for any unauthorised purpose is strictly prohibited.
If any part of this Agreement is held to be invalid, the remaining parts will continue to be valid and enforceable.
Customer’s use of the Site.
- To gain access to members-only resources and personalisation features on the Site, members may select a user name and password that they use each time they log in. The Customer must safeguard the user name and password from any unauthorised use. The Customer acknowledges and agrees that in no event will Wesbuilders be liable for the unauthorised use or misuse of the Customer’s user name or password. If, at any time, a member feels its user name or password have been compromised, the member must inform Wesbuilders, who will reset the user name and password in a timely manner. Customers may browse Wesbuilders’ public areas anonymously.
- Except as otherwise identified, Wesbuilders or other third parties, are the exclusive owners of and retains all right, title and interest (including, but not limited to, all copyrights, trade marks, patents, trade secrets, and any other proprietary rights thereto (collectively, “Proprietary Rights”)) to all materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Wesbuilders or its suppliers pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Wesbuilders to provide the Services to the Customer.
- The Customer shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other web site, transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Site for commercial purposes without the express permission of Wesbuilders or the identified owner of the information or content. This means among other activities, that the Customer agrees not to engage in the practices of ‘screen scraping’, ‘database scraping’, or any other activity with the purpose of obtaining lists of users or other information. However, one copy of the content on any or all pages of the Site may be made by for the Customer’s personal use.
- If any Customer infringes upon the Proprietary Rights of Wesbuilders, Wesbuilders may pursue any and all injunctive relief, equitable, and monetary damages permitted under the law to protect or enforce its Proprietary Rights and the Customer will indemnify Wesbuilders for all legal fees and costs incurred in protecting and enforcing its Proprietary Rights.
- The Customer grants Wesbuilders, subject to the Copyright Act 1968 (Cth) a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid up right and license to use, copy, execute, reproduce, display, perform, modify, create or have created derivative works of, transmit and distribute, internally and/or externally, or sublicense, in any medium or distribution technology, without accounting to the Customer and without restriction, including the right to grant any or all of the foregoing rights and licenses to others, any information or material, in whatever form, provided to Wesbuilders or the Site. In addition, the Customer agrees that Wesbuilders has the right to disclose, publish, disseminate and use, and permit others to disclose, publish, disseminate and use, any ideas, concepts, know-how and/or techniques that the Customer provides via the Site, for any purpose without remuneration or accounting to the Customer, including the right to grant any or all of the foregoing rights to others.
- Wesbuilders shall have no liability for any consequential, exemplary, special, incidental, or punitive damages even if Wesbuilders has been advised of the possibility of such damages. In no event shall Wesbuilders have any liability for unauthorised access to, or alteration, theft or destruction of information distributed or made available for distribution via the Services through accident, fraudulent means or devices (including , without limitation, viruses, Trojan horses, worms, time bombs, cancel bots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information).
- Wesbuilders shall not in any event be liable to any Customer or to any third party for any direct damages, lost profits, revenues, business opportunities or business advantages whatsoever, nor for any special, consequential, indirect or incidental losses, damages or expenses directly or indirectly relating to the use or misuse of the Site, or the information or content, whether such claim is based upon breach of contract, breach of warranty, negligence, gross negligence, strict liability in tort or any other theory of relief, or whether or not Wesbuilders is informed in advance of the possibility of such damages.
- The Customer acknowledge that electronic communications, databases and websites are subject to errors, malfunctions, tampering and break-ins, or that use thereof may result in damages to their systems or operations. Wesbuilders will implement reasonable precautions to attempt to prevent such occurrences; however, the Customer acknowledges that Wesbuilders does not guarantee such events will not take place and that Wesbuilders will not be liable for any such occurrences. The Customer shall be solely responsible for ensuring that any information or content downloaded from the Site or any other website accessed from the Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage its systems, software or data, and the Customer shall indemnify, defend and hold Wesbuilders harmless from any liability, claim, cost or damage arising out of any third-party claim or suit caused by such virus or code or subroutine.
- Wesbuilders exercises no control over, and accepts no responsibility for, third-party content of the information passing through Wesbuilders’ system, network hubs and points of presence, or the Internet. The Customer acknowledges that Wesbuilders’ systems (including any software and any other items used or provided by Wesbuilders in connection with any services hereunder) are provided as represented at the execution of this Agreement. Wesbuilders does not make any representations or warranties of any kind, express or implied, with respect to the performance of the Services or Wesbuilders’ systems, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement or any implied warranty arising by usage of trade, course of dealing or course of performance. Wesbuilders makes no representations or warranties whatsoever that the Services and Wesbuilders’ systems will be uninterrupted, always accessible, free of harmful components, accurate or error-free or that any error or defects will or can be corrected. All information and content on or obtained through the Site is provided “as is” and without warranty of any kind by Wesbuilders. The Customer hereby waives all other warranties relating thereto, including, but not limited to any warranty of merchantability, fitness for a particular purpose or warranty against interference or infringement.
- The Customer will have access to a variety of third party sources of content through the use of the Site. Wesbuilders has made no effort to verify the accuracy or suitability of any information contained in any such sources, including, without limitation, any other web site that the Customer can link to from the Site. Accordingly Wesbuilders has no liability or responsibility whatsoever for any content provided by any other person contained on or available through the Site. The Customer acknowledges and agrees that any access, use or reliance on any such third party content is at the Customer’s own risk. The Customer acknowledges that, except for information, products or services clearly identified as being supplied by Wesbuilders, Wesbuilders’ does not operate, control or endorse any information, products or services of any other person on the Site or the Internet in any way. The Customer also acknowledges and agrees that Wesbuilders does not guarantee or warrant that files available for downloading from the Site or through the Internet will be free of infection or viruses, worms, Trojan horses or other malicious code that may adversely effect the Customer, the Customer’s computer or computer systems or the customer’s data or files.
- The Customer represents, warrants and covenants to Wesbuilders that: (a) the Customer shall not violate, misappropriate or infringe any Proprietary Rights or any other personal, privacy or moral right arising under the laws of any jurisdiction of any person or entity, nor shall same constitute a libel or defamation of any person or entity; (b) the Customer will not in using the Services cause any harmful components, including, but not limited to, viruses, trap doors, hidden sequences, hot keys, or time bombs to effect the Site; (c) the Customer has all right, power and authority necessary to enter into this Agreement; (d) the Customer shall comply with all applicable laws, rules and regulations (including, but not limited to, export control, decency, privacy and intellectual property laws); (e) the Customer shall not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site; (f) the Customer shall not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site; (g) the Customer shall maintain appropriate security controls over all passwords provided by Wesbuilders.
- The Customer will indemnify, hold harmless, and defend Wesbuilders and all employees, officers, directors and agents of Wesbuilders and any of its affiliates from and against any and all claims, suits, actions, demands or proceedings (whether threatened, asserted, or filed) and all related damages, losses, liabilities, cost and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or relating to: (a) any violation or breach by the Customer of any term, representation or warranty, or policy of this Agreement; (b) the Customer’s unlawful or improper use of the Services; (c) any damages caused to Wesbuilders’ Systems by the Customer; (d) any actual or alleged violation of any Proprietary Rights or non-proprietary rights (including, but not limited to, defamation, libel, rights of privacy or publicity) by the Customer.
- Wesbuilders collects data to improve its Site content; to respond to visitors’ interests, needs, and preferences; and to develop new products and services for its members. Wesbuilders respects the privacy of Customers, members and other visitors to the Site and will take reasonable precautions to protect the information it obtains from the Customer from loss, misuse, unauthorised access or disclosure or use, or alteration or destruction, of that information and from recruiters, direct marketers, or any other unsolicited contact outside of its stated mission. Further, Wesbuilders will not distribute or sell information to any third party with the intent of direct marketing or any purpose outside its stated mission of promoting networking and knowledge sharing among its members. Wesbuilders will have no liability to the Customer or any third party to the extent such reasonable precautions are taken.
- Contact information (in databases and on other Web pages) on the Site is provided to members for the sole and express purpose of improving their use of membership and their ability to network with other members. Unauthorised copying or redistribution of information found anywhere on the Site or use of company names for recruiting or direct marketing purposes is strictly prohibited and could result in suspension of the Customer’s Wesbuilders membership.
- The Customer acknowledges and agrees that, subject to the Privacy Act 1988 (Cth), Wesbuilders may make available information the Customer provides or that Wesbuilders otherwise maintains to such public or private third parties as applicable laws require or permit. Wesbuilders may, subject to the Privacy Act 1988 (Cth) disclose personal information or information regarding the Customer’s use of the Services or web sites accessible through the Services, if, in its sole discretion, Wesbuilders believe that it is reasonable to do so to satisfy laws, regulations, or governmental or legal requests for such information; to disclose information that is necessary to identify, contact, or bring legal action against someone who may be violating Wesbuilders; to operate the Services properly; or to protect Wesbuilders and its Customers and members.
- The Customer hereby consents to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by the Customer in connection with the use of any Services (including any updates to such information). The Customer hereby irrevocably waives any and all claims and causes of action the Customer may have arising from such disclosure or use of information provided by the Customer to Wesbuilders.
- Wesbuilders reserves the right to contact the Customer as a direct requirement of doing business with the Customer and/or the Customer’s organisation. Wesbuilders’ communications will be done in accordance with the contact preferences the Customer selects in Wesbuilders’ contact profile. Wesbuilders’ key contacts may disable Wesbuilders’ contact profiles for the organisation(s) he or she represents, at which point Wesbuilders will no longer contact that individual. It is the Wesbuilders’ contact’s responsibility to keep his or her personal contact preferences up to date.
- The information and content provided on the Site and the Customer’s access of the Site does not create a client-consultant or any other professional relationship between the Customer and Wesbuilders. The information and content provided on the Site are not intended to be relied upon for making business, investment or other decisions.
- Waiver of any provision or right under this Agreement:
(a) must be in writing signed by the party entitled to the benefit of that provision or right; and
(b) is effective only to the extent set out in any written waiver.
- In this agreement, except where the context otherwise requires:
(a) the singular includes the plural and vice versa, and a gender includes other genders;
(b) another grammatical form of a defined word or expression has a corresponding meaning;
(c) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
(d) a reference to $ is to Australian currency;
(e) a reference to time is to Australian western standard time;
(f) a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
(g) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
(h) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(i) a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;
(j) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
(k) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
(l) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
(m) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it; and
(n) if a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day.
If the Customer has any questions relating to this Agreement, it may contact Wesbuilders at firstname.lastname@example.org