BECODE SERVICE TERMS AND CONDITIONS
Permission to use this service is conditional upon you, the Customer, agreeing to the terms set out below. This service is only offered to you on condition that you read and accept all these terms and conditions. Acceptance will bind you and all of your employees to the terms of the Agreement. If you do not wish to accept these terms and conditions, you must not click "I Accept" prior to opening BECODE.
This service is made available by BECODE Pty Limited ABN 83 612 182 359 ("BECODE") to the Customer upon the Customer clicking "I accept".
2. ORDERING THE SERVICE
2.1 The Customer may order the service in accordance with the following procedure:
(a) clicking "I accept" to confirm acceptance of the terms and conditions; and
(b) entering Customer details where prompted, including full Customer name; and payment details.
2.2 An order may not be withdrawn by the Customer once the terms have been accepted.
In ordering the service, the Customer acquires a non-exclusive licence to:
(a) access the service on the terms and conditions set out in this document; and
(b) use the software underpinning the service strictly in accordance with the provisions of this licence.
4. SERVICE FEE
4.1 The Customer is not entitled to use the service until the service fee has been paid.
4.2 The Service Fee is as stipulated on the website and payment is effected by entering credit card details as prompted.
4.3 Service fees are exclusive of GST and exclusive of all other taxes, duties and charges imposed or levied in Australia or overseas in connection with the supply of the services.
5. CUSTOMER'S OBLIGATIONS
The Customer hereby undertakes the following obligations:
(a) to refrain from copying, reverse engineering, reproducing, translating, adapting, varying or modifying the software without the express consent of BECODE except as expressly authorised by this agreement or Pt III Div 4A of the Copyright Act 1968 (Cth);
(b) to supervise and control the use of the service in accordance with the terms of this licence;
(c) to ensure its employees, sub-contractors and other agents who have authorised access to the service are made aware of the terms of this licence;
(d) to refrain from providing or otherwise making available the service in any form to any person other than those referred to in paragraph (c) without the written consent of BECODE; and
(e) to refrain from using the software or the service for or in connection with a service bureau or similar operation.
6.1 The Customer acknowledges that the service cannot be guaranteed error free and further acknowledges that the existence of any such errors will not constitute a breach of this agreement.
6.2 BECODE warrants the reliability of the methodology underpinning its database, its software and the service. BECODE will not, however, be liable for any special, indirect or consequential loss or damage arising out of a breach of this agreement or arising out of the Customer's use of a report generated by the service.
6.3 It is the Customer's responsibility to take appropriate steps to:
(a) assess the accuracy or any report generated by the service;
(b) exercise appropriate caution when utilising any such report;
(c) attach an appropriate Customer disclaimer to a report if providing a copy to a third person.
6.4 For the avoidance of doubt, BECODE accepts no responsibility for the manner in which the Customer chooses to utilise a report.
6.5 Nothing in this agreement excludes, restricts or modifies any obligation, condition, warranty, right or liability implied in this agreement or protected by law to the extent that such exclusion, restriction or modification would render this agreement or any provision of this agreement void, illegal or unenforceable. Subject to the foregoing:
(a) any warranty, right or liability which would otherwise be implied in this agreement or protected by law is excluded;
(b) all liability in damages is totally excluded.
6.6 The Customer acknowledges that it is entering into this agreement of its own accord and only after exercising an appropriate level of discretion in determining the fairness of the terms, including any disclaimers.
6.7 Without limiting the foregoing, the Customer acknowledges that:
(a) prior to entering into this agreement it has been given a reasonable opportunity to examine the service offering and to satisfy itself regarding the subject-matter of this agreement; and
(b) when entering into this agreement, it has either not relied on any representation by BECODE or, if it has so relied, it has had an opportunity to independently assess the accuracy of such representation.
6.8 The application of the United Nations Convention on Contracts for the International Sake of Goods (the Vienna Convention) to this agreement (by virtue of any law relevant to this agreement) is excluded.
6.9 Liability for breach of a guarantee conferred by the Australian Consumer Law, other that those conferred by ss 51-53 of that law, is limited to any one of the following as determined by BECODE:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
6.10 Details contained in these terms and conditions relating to the supply of services have been prepared in accordance with Australian law and may not satisfy the laws of any other country. BECODE does not warrant that these terms and conditions will satisfy the laws of any other country. It is the Customer's responsibility to determine whether the terms satisfy the laws of the jurisdiction in which the Customer resides (if that jurisdiction is outside Australia) and if the terms do not satisfy the laws of such a jurisdiction, the Customer must not order the services.
6.11 The Customer acknowledges that despite all reasonable precautions on BECODE's part, there is always a risk of unauthorised access to or alteration of transmissions or data. BECODE does not accept responsibility or liability of any nature for any loss suffered by the Customer as a consequence.
7.1 The Customer acknowledges that the software and documentation which form part of the service are the subject of copyright. The Customer will not during or any time after the expiry or termination of this licence permit any act which infringes that copyright and, without limiting the generality of the foregoing, the Customer specifically acknowledges that it may not copy the software except as otherwise expressly authorised or acknowledged by BECODE.
7.2 Copyright in the BECODE website (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by BECODE. Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and similar legislation which applies in the Customers location, and except as expressly authorised by these terms and conditions, the Customer may not in any form or by any means:
(a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this website; or
(b) commercialise any information, products or services obtained from any part of this website,
without BECODE's written permission.
7.3 The Customer will indemnify BECODE fully against all liabilities, costs and expenses which BECODE may incur to a third party as a result of the Customer's breach of the copyright provisions of this licence.
8. TRADE MARKS
8.1 Except where otherwise specified, any word or device to which is attached the "™ "or "®" symbol is a registered trade mark owned by BECODE.
8.2 If the Customer uses any BECODE trade mark in reference to its own activities, products or services, it must include a statement attributing that trade mark to BECODE. Notwithstanding the foregoing, the Customer must not use any of the BECODE trade marks:
(a) in or as the whole or part of its own trade marks;
(b) in connection with activities, products or services which are not BECODE's;
(c) in a manner which may be confusing, misleading or deceptive; or
(d) in a manner which disparages BECODE or its information, services or any report generated by the service.
10. DURATION OF ACCESS
10.1 Access to the service is permitted upon payment of the service fee and will continue in force until generation of the Customer's report, but may be terminated earlier in the following circumstances:
(a) if the Customer is in breach of any term of this agreement;
(b) if the Customer, being a corporation, becomes the subject of insolvency proceedings (subject to any statutory stay period); or
(c) if the Customer, being a firm or partnership, is dissolved.
10.2 In the event of termination by BECODE pursuant to clause 10.1, access ceases immediately notwithstanding the unexpired period in respect of which a monthly subscription has been paid in advance.
10.3 Termination pursuant to this clause will not affect any rights or remedies which BECODE may have otherwise under this licence or at law. For the avoidance of doubt, any unexpended portion of a monthly subscription fee paid in advance will be offset against any monetary remedy recoverable by BECODE.
The benefit of this agreement will not be dealt with in any way by the Customer (whether by assignment, sub-licensing or otherwise) without BECODE's written consent.
Failure or neglect by either party to enforce at any time any of the provisions of this agreement will not be construed or deemed to be a waiver of that party's rights under this licence.
13. GOVERNING LAW
This licence will be governed by and construed according to the law of New South Wales, Australia