1. Effect of Terms

(a) These Terms set out the terms on which you make use of the Website and our Services. By registering to use the Services or otherwise accessing our Website, you indicate that you have read, understood and accept these Terms of Use, together with our Privacy Policy and that you agree to abide by them. If you do not agree to these Terms, you must refrain from accessing the Website.

(b) If you are agreeing to these Terms on behalf of a business entity, you represent to Civlink that you have legal authority to bind that entity.

(c) Civlink reserves the right to change these Terms at its discretion without notice. Amendments will be effective immediately upon notification on the Website. Your continued use of the Website following such notification will represent an agreement by you to be bound by the Terms as amended.

(d) In these Terms:

(i) “Services” means the procurement and supplier matching services made available to suppliers and customers made available via the Platform;

(ii) “Subscriber” or “you” means the person who accesses our Website, and where the context permits, includes any entity on whose behalf that person accesses our Website;

(iii) “Terms” means these terms of use;

(iv) “we”, “us” or “Civlink” means Civlink Pty Ltd ACN 630 973 689, a proprietary limited company incorporated in Queensland, Australia;

(v) “Website” means the internet site at [insert website domain] or any other site operated by Civlink.

2. Use of the Website

(a) In accessing the Website, you agree that you will not:

(i) use any device, software, process or means to interfere or attempt to interfere with the proper working of the Website;

(ii) use the Website or any content from the Website in any manner which is, in Civlink’s sole opinion, not reasonable and/or not for the purpose which it is made available;

(iii) do anything which is intended or reasonably likely to damage, impair, interrupt or interfere with Civlink or the computer equipment on which the Website is hosted or where its databases and code are located;

(iv) attempt to access or control the computer equipment on which Civlink software or information is located;

(v) modify, copy, distribute, decompile, disassemble, reverse engineer, transmit, display, perform, reproduce, publish or license any material from this Website, integrate the Website with or into any other software, or create a derivative work from the Website or its content by any means;

(vi) violate the rights of any person, including copyright, trade secret, privacy right, or any other intellectual property or proprietary right;

(vii) act in violation of any term or condition posed by Civlink, or under any applicable laws, regulations or codes;

(viii) transfer or sell any information, functionality or products or services offered on the Website or purport to grant to a third party any right to access or use the Website except as permitted by us

(ix) engage in any act which we believe, at our absolute discretion:

(A) breaches the provisions of the Spam Act 2003 (Cth);

(B) provides misleading information as to the origin of a message, or alters any headings, return email information or IP addresses in an attempt to conceal the origin of a message;

(C) is an unsolicited broadcast of commercial emails sent to persons who have not consented to the receipt of that type of email;

(D) provides misleading information as to the identity or authority of the person making the posting on the Website;

(E) constitutes hacking or the facilitation of hacking

(F) distributes any virus, trojan horse, worm or other programs that have an adverse effect on the Website or our infrastructure,
or aid, abet, counsel or procure any of the above.

(b) You must:

(i) comply with any reasonable directions issued by us from time to time in relation to the use of the Website; and

(ii) promptly report any errors, defects or malfunctions in the Website to us;

(iii) treat the personal information of others in accordance with the provisions of the Privacy Act 1998 (Cth);

(iv) comply with any instruction from us to delete or remove any material that, in our absolute opinion:

(A) breaches these Terms or our privacy policy; or

(B) is the result of a lawful instruction from a third party to remove content, for example where a third party has issued a Take Down Notice under the provisions of the Copyright Act 1968 (Cth).

3. Subscriber dealings and obligations

(a) All dealings between you and other subscribers are solely between you and the relevant subscriber, to our exclusion.

(b) We do not verify, endorse, recommend, approve or guarantee any subscriber, their bona fides, competence, capabilities, financial standing, credit worthiness or any information they provide.

(c) In offering services to other Subscribers, you agree to only offer to provide services where you have the capability, skills, capacity, knowledge and expertise to perform the service.

4. Fees

(a) You will be required to pay fees in order to use the Services. All fees are subject to change from time to time, though any changes will only apply to future transactions. The current fees at any given time are available at [insert url].

(b) All fees are expressed in Australian dollars. The fees may be subject to foreign exchange fees and differences based on exchange rates.

5. Your data and information

(a) You are responsible for the content, accuracy and completeness of any data or information you enter on the Website or provide to Civlink or a Subscriber and you promise that such data or information that you enter into the Website or otherwise provide to Civlink or a Subscriber is accurate, up to date, not misleading or deceptive in any way, and does not contravene any applicable law or infringe any third party’s rights.

(b) We may copy, reproduce, use, store, communicate or adapt your data and information but only for the purposes of providing the Services (and any related or ancillary services).

(c) We may, without liability, intercept, remove, alter or prevent access to any of your data or information:

(i) that we reasonably believe is offensive, defamatory, or breaches the rights of any person;

(ii) that we reasonably believe is inaccurate, out-of-date or is incomplete; or

(iii) if directed by a regulator, government agency, law enforcement agency or court.

6. Intellectual Property Rights

You agree and acknowledge that:
(a) all intellectual property rights in the Website and anything that we create, modify, provide, supply or license to you in providing services to you are exclusively owned by us and licensed to you on these Terms; and

(b) subject to the conditions prescribed under the Copyright Act 1968 (Cth) and similar legislation which applies in your location, you must not in any form or by any means copy, adapt, reproduce (other than for the purpose of viewing the Website in your browser), store, modify, distribute, print, upload, display, publish or create derivative works from any part of the Website or commercialise any information obtained from any part of the Website without prior written consent from us or, in the case of any third party material, from the owner of the intellectual property rights in that material.

(c) you must not do anything which jeopardises or interferes with our ownership of our intellectual property rights.

(d) You hereby grant Civlink a worldwide, royalty free, irresolvable licence to use, reproduce, distribute, transmit, perform, display (publicly or otherwise), adapt, sub-licence, make derivative works of, and otherwise commercialise and exploit, details or information about you or that is posted or uploaded by you onto this website.

7. Termination

(a) We may terminate these Terms and remove your access to the Website and our Services immediately by written notice to you.

(b) Upon termination for any reason all legal rights of a party arising from a breach that preceded termination survive.

8. Disclaimer

(a) Civlink, its agents, officers and employees:

(i) make no representations, express or implied, as to the accuracy of the information and data contained on the Website and all information is made available on an “as is” basis;

(ii) makes no representations as to the availability of the Website; and

(iii) publishes information, advertisements, product and service offers supplied by third party suppliers on this Website.

(b) Civlink does not provide any warranty in relation to any goods or services advertised for sale or hire on our Website by third parties including, but not limited to, any representation or warranty that the goods or services are of merchantable quality, fit for the purpose intended, safe for the purpose intended, as described by the seller or owned by the seller.

(c) You warrant that in dealing with any subscriber or third-party supplier:

(i) you do not rely on any information provided by us (including via the Website);

(ii) you have made your own independent enquiries and used your own skill and judgment in determining whether any services or goods offered are appropriate for your needs and appropriately priced; and

(iii) you will comply with all applicable laws, regulations and codes.

(d) You rely on any information, goods or services provided by a Subscriber or engaged resulting from our provision of the Services or your use of the Website completely at your own risk and we will not be responsible for the terms of any transaction between you and any third party vendor, any information, goods or services supplied to you by any third party vendor, or resolving any dispute between you and any third party vendor.

9. Australian Consumer Law (ACL)

(a) The ACL sets out certain consumer rights and remedies that cannot be excluded, restricted or modified. Nothing in these Terms limits those rights and remedies in any way.

(b) If we supply goods or services not of a kind ordinarily acquired for personal, domestic or household use or consumption but costing no more than $40,000 our liability for failure to comply with conditions or guarantees under the ACL is limited in the case of services to supplying the services again or paying the cost of having the services supplied again.

10. Liability and indemnity

(a) To the maximum extent permitted by law, Civlink shall not be liable for any direct, indirect, special, punitive, incidental, exemplary, contractual, or consequential damages, or any damages whatsoever of any kind, resulting from any loss arising out of or in any way connected with the use or performance of the Website.

(b) You indemnify Civlink, its directors, employees and agents in respect of any liability, loss, claim, and expense incurred by Civlink as a result of:

(i) any claim that any information that you provided to us or uploaded or made available on the Website, its use, storage, reproduction or communication, infringes another person’s rights;

(ii) any information, services or goods you provide to any third party; and

(iii) any breach by you of your obligations under these Terms or as a result of any use of the Website.

11. General

(a) We may change these Terms at any time without notification, and you agree that these changes will come into effect the next time you use this website. Your continued use of the website will constitute acceptance of the updated Terms. The latest version of these Terms will always be available at [insert terms url].

(b) If any provision of these Terms is found by any court or body of competent jurisdiction to be wholly or partially illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable to the extent that the remaining provisions of these Terms shall continue in full force and effect.

(c) You must do everything reasonably required by us to give full effect to these Terms.

(d) If any provision of these Terms is illegal or unenforceable it may be severed and the remaining provisions continue in force.

(e) Our failure or delay in exercising a right, power or remedy does not operate as a waiver.

(f) By using the website, and any of the Services, you acknowledge and agree to be bound by these Terms and the Privacy Policy (the latest version of which is available at [insert link to Privacy Policy]).

(g) Queensland Law governs these Terms. Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.