Website Terms of Use

This website (Site) is operated by Safety101 ABN 634 601 362 (we, our or us). It is available at: safety-101.com and may be available through other addresses or channels.

Consent: By accessing and/or using our Site, you agree to these terms of use and our Privacy Policy (available on our Site) (Terms). Please read these Terms carefully and immediately cease using our Site if you do not agree to them.

Variations: We may, at any time and at our discretion, vary these Terms by publishing the varied terms on our Site. We recommend you check our Site regularly to ensure you are aware of our current terms. Materials and information on this Site (Content) are subject to change without notice. We do not undertake to keep our Site up-to-date and we are not liable if any Content is inaccurate or out-of-date.

Licence to use our Site: We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Site in accordance with these Terms. All other uses are prohibited without our prior written consent.

Prohibited conduct: You must not do or attempt to do anything: that is unlawful; prohibited by any laws applicable to our Site; which we would consider inappropriate; or which might bring us or our Site into disrepute, including (without limitation):

(a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

(b) using our Site to defame, harass, threaten, menace or offend any person;

(d) tampering with or modifying our Site, knowingly transmitting viruses or other disabling features, or damaging or interfering with our Site, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Site;

(e) using our Site to send unsolicited email messages; or

(f) facilitating or assisting a third party to do any of the above acts.

Exclusion of competitors: You are prohibited from using our Site, including the Content, in any way that competes with our business.

Information: The Content is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and it is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the Content, we make no representation or warranty in relation to it, to the maximum extent permitted by law.

Intellectual Property rights: Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Site and all of the Content. Your use of our Site and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Site or the Content. You must not:

(a) copy or use, in whole or in part, any Content;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or

(c) breach any intellectual property rights connected with our Site or the Content, including (without limitation) altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website or platform, or creating derivative works from the Content.

User Content: You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on our Site. By making available any User Content on or through our Site, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, sell, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of our Site.

You agree that you are solely responsible for all User Content that you make available on or through our Site. You represent and warrant that:

(a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and

(b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.

Third party sites: Our Site may contain links to websites operated by third parties. Unless expressly stated otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. You should make your own investigations with respect to the suitability of those websites.

Discontinuance: We may, at any time and without notice to you, discontinue our Site, in whole or in part. We may also exclude any person from using our Site, at any time and at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion.

Warranties and disclaimers: To the maximum extent permitted by law, we make no representations or warranties about our Site or the Content, including (without limitation) that:

(a) they are complete, accurate, reliable, up-to-date and suitable for any particular purpose;

(b) access will be uninterrupted, error-free or free from viruses; or

You read, use and act on our Site and the Content at your own risk.

Limitation of liability: To the maximum extent permitted by law, we are not responsible for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) suffered by you or any third party, arising from or in connection with your use of our Site and/or the Content and/or any inaccessibility of, interruption to or outage of our Site and/or any loss or corruption of data and/or the fact that the Content is incorrect, incomplete or out-of-date.

Indemnity: To the maximum extent permitted by law, you must indemnify us, and hold us harmless, against any Liability suffered or incurred by us arising from or in connection with your use of our Site or any breach of these Terms or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end. It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.

Termination: These Terms are effective until terminated by us, which we may do at any time and without notice to you. In the event of termination, all restrictions imposed on you by these Terms and limitations of liability set out in these Terms will survive.

Disputes: In the event of any dispute arising from, or in connection with, these Terms (Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the parties must, by their senior executives or senior managers (who have the authority to reach a resolution on behalf of the party), meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged. If the parties do not resolve the Dispute, or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either party (by notice in writing to the other party) to litigation.

Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Jurisdiction: Your use of our Site and these Terms are governed by the laws of New South Wales. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.

Our Site may be accessed throughout Australia and overseas. We make no representation that our Site complies with the laws (including intellectual property laws) of any country outside Australia. If you access our Site from outside Australia, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you access our Site.

SAFETY 101 SERVICES AGREEMENT | TERMS AND CONDITIONS

These terms and conditions and any associated Services Agreement Schedule form the entire agreement under which we will provide our Services to you (together, the Agreement).

1. ACCEPTANCE

1.1 You have requested the Goods and Services, and accept this Agreement by:

(a) sending an email accepting this Agreement (expressly or impliedly); or

(b) instructing us to proceed with the Goods and Services or making any payment of the Price (including any deposit).

1.2 Please read this Agreement carefully and contact us if you have any questions.

2. GOODS AND SERVICES

2.1 We agree to provide you the Goods and Services in accordance with this Agreement and all relevant laws

2.2 You acknowledge and agree that any dates for delivery or for completion notified by us are estimates only, and we will have no Liability to you for failing to meet any delivery or milestone date.

2.3 We may provide the Goods and Services to you using our Personnel, and they are included in this Agreement.

2.4 All variations to the Goods and Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably determined by us. If we consider that any instruction or direction from you constitutes a variation, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause 2.4.

2.5 You acknowledge and agree that if you cancel or reschedule the delivery of the Good or Service, you agree to pay us a service fee as a percentage of the total agreed rate for the Good or Service canceled, immediately due and payable as follows:

Reschedule within 4 business days of agreed delivery: 50%

Cancellation within 4 business days of agreed delivery: 50%

Cancellation within 2 business days of agreed delivery: 100%

3. PRICE AND PAYMENT

3.1 You agree to pay us the agreed rate (or Price if set out in a Service Agreement Schedule) and all other reasonable expenses or disbursements properly incurred by us in the provision of the Goods and Services, in accordance with our invoice (or the Payment Terms if specified in a Services Agreement Schedule). All amounts are stated in Australian dollars.

3.2 Unless otherwise agreed between the Parties, any deposit in the Schedule must be paid before we commence the provision of the Goods and Services.

3.3 If any amounts are unpaid 7 days after the payment date, we may charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum (calculated daily and compounding monthly) or we may suspend the provision of the Goods and Services until we receive payment.

4. YOUR OBLIGATIONS AND WARRANTIES

You represent, warrant, acknowledge and agree that:

(a) there are no legal restrictions preventing you from engaging us, or agreeing to this Agreement;

(b) you have not relied on any representations or warranties made by us in relation to the Goods and Services (including as to whether the Goods and Services are or will be fit or

suitable for your particular purposes), unless expressly stipulated in this Agreement;

(c) you will cooperate with us, and provide us with all documentation, information, instructions and access necessary to enable us to provide the Goods and Services, as requested by us, from time to time, and in a timely manner;

(d) the information you provide to us is true, correct and complete;

(e) you will not infringe any third party rights in working with us and receiving the Goods and Services;

(f) you will provide us and our Personnel with sufficient access, free from harm or risk to health or safety, to any relevant premises (including any facilities at the premises), to enable us to provide the Goods and Services, including at the dates and times that we may reasonably request; and

(g) you are responsible for obtaining, and providing to us if necessary, any access, consents, licences, approvals and permissions from other parties necessary for the Goods and Services to be provided, at your cost.

5. YOUR STATUTORY RIGHTS:

5.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Goods and Services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL.

5.2 You agree that our Liability for the Goods and Services is governed solely by the ACL and this Agreement.

5.3 Subject to your Statutory Rights, we exclude all express and implied warranties, representations and guarantees of any kind (whether under statute, law, equity or on any other basis) and all materials, work, goods and services (including the Goods and Services) are provided to you without warranties, representations and guarantees of any kind.

6. TERM AND TERMINATION

6.1 This Agreement will commence on the Start Date, and will continue until the End Date, unless terminated earlier in accordance with its terms.

6.2 Either Party may terminate this Agreement if the other Party breaches a material term of this Agreement, and that breach has not been remedied within 10 business days of being notified by the relevant Party.

6.3 On termination or expiry of this Agreement, you agree that:

(a) any amounts paid for Goods and Services rendered by us are non-refundable;

(b) you agree to pay us all amounts due and payable to us under this Agreement (including for all Goods and Services provided by us) up to the date of termination, as a debt immediately due and payable; and

(c) you agree to return or give us access to recover all property belonging to us on request (including any Intellectual Property or Confidential Information), and to give us or our Personnel such rights of access necessary to exercise our rights under this clause.

6.4 The accrued rights, obligations and remedies of the Parties are not affected by termination of this Agreement.

CONFIDENTIAL

7. LIABILITY, INDEMNITY AND EXCLUSIONS

7.1 Exclusions: Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by (whether directly or indirectly):

(a) acts or omissions of you or your Personnel (including any works, goods or services provided by you or your Personnel);

(b) your, or your Personnel’s, breach of this Agreement, any law or third party rights;

(d) any event or circumstance beyond our reasonable control.

7.2 Indemnity: Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to make good, indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:

(a) acts or omissions of you or your Personnel; or

(b) any information, documentation, specifications or directions given by you or your Personnel.

7.3 Limitation of liability: Despite anything to the contrary, to the maximum extent permitted by law:

(a) we will not be liable for any Consequential Loss; and

(b) our maximum aggregate Liability in relation to the provision of the Goods and Services or this Agreement will be limited to us resupplying the Goods and Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the provision of the relevant Goods and Services to which the Liability relates.

8. INTELLECTUAL PROPERTY

8.1 As between the Parties, all Intellectual Property Rights developed, adapted, modified or created by or on behalf of us or our Personnel in connection with this Agreement or the provision of the Goods and Services, will at all times vest, or remain vested, in us.

8.2 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of this Agreement, to use your and your Personnel’s Intellectual Property for the performance of our obligations under this Agreement.

8.3 You agree that we own all Intellectual Property Rights in all Intellectual Property owned, licensed or developed by or on behalf of us or our Personnel before the Start Date and/or developed by us or our Personnel independently of this Agreement and nothing in this Agreement constitutes a transfer or assignment of any of our Intellectual Property Rights unless expressly stated.

9. CONFIDENTIALITY

9.1 Subject to clause 9.2, you must (and must ensure that your Personnel do) keep confidential, and not use or permit any unauthorised use of, all Confidential Information.

9.2 Clause 9.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that you ensure the adviser complies with the terms of clause 9.1.

10. GENERAL

10.1 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question

regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the law society of the State to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

10.2 Governing law: This Agreement is governed by the laws of the State. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in the State and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

10.3 GST: If and when applicable, GST payable on the Price will be set out in our invoice. You agree to pay the GST amount at the same time as you pay the Price.

10.4 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

10.5 Severance: If any provision (or part of it) under this Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under this Agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from this Agreement and the remaining provisions (and remaining part of the provision) of this Agreement is valid and enforceable.

10.6 Survival: Clauses 3, 5Error! Reference source not found., Error! Reference source not found., 6.3, 7, 8, 9 and 10 will survive the termination or expiry of this Agreement.

11. INTERPRETATION & DEFINITIONS

11.1 Any reference to “Goods and Services” may mean “Goods and/or Services”, as the case may be.

11.2 In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, within these terms and conditions, and:

Confidential Information includes information which:

(a) is disclosed to you in connection with this Agreement at any time;

(b) is prepared or produced under or in connection with this Agreement at any time;

(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.

Consequential Loss includes any consequential, special or indirect loss, damage or expense including any real or anticipated loss of revenue, loss of profit, loss of use, loss of occupation, loss of benefit, loss of financial opportunity, or economic loss whether arising out of a breach of this

CONFIDENTIAL

Agreement, at law, under any statute, in equity, or in tort (including negligence).

Intellectual Property means any copyright, registered or unregistered design, patent or trade mark rights, domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party, a Party or otherwise.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.

Schedule means the schedule to which this Agreement is attached.

For any questions and notices, please contact us at:

Safety101 ABN 634 601 362

Email: admin@safety-101.com

Phone: 0438044303

Last update: 1 August 2020

Website Terms of Use provided by LegalVision.com.au