Terms & Conditions of Subscription with Subbycircle

Last update: 8th April, 2016

  1. THIS IS AN AGREEMENT

    1. SUBBYCIRCLE PTY LTD (ABN 56 606 993 864) ('We, 'Us', 'Our') is the owner and operator of the website subbycircle.com (the 'Site').
    2. Documentation in the format of PDF, DOCX, plans, drawings and/or any other such Intellectual Property are securely shared via the Site (Software). We permit you to use the Site for the purpose of downloading and tendering trade packages and distributing them to subcontractors and suppliers (Permitted use)
    3. These are the terms and conditions which govern your Permitted use of the Site. It is important that you read these terms and conditions before you begin using the Software because when you click the I accept these Terms and Conditions button or use the Software:
      1. you are confirming that you not only have read these terms and conditions but that you agree to be bound by them when using the Software; and
      2. a legally binding agreement is formed between Us and you as an individual, or as an authorised employee or agent of the company which you represent and which purchased the right to use the Software.
    4. Once you have accepted the terms of this agreement by clicking the I accept these Terms and Conditions button you agree to waive any right you may have to assert that the fact that you indicated your acceptance of this agreement electronically does not constitute actual acceptance.
    5. You must agree to take all necessary steps to ensure that the terms and conditions of this agreement are not breached by any of your employees, consultants, agents, officers or contractors who use or have access to the Software.
  1. AMENDMENTS

    1. We reserve the right to make changes to these terms and conditions at any time. Each time you use the Software you should visit and review these terms and conditions that apply to your use of the Software.
    2. We may provide you with notice of the new terms by providing you with a notification when you login to the Software so you can read the new terms on the first occasion you login after they were issued.
  1. GRANT OF LICENCE

    1. We grant to you a personal, limited, non-exclusive, non-transferable, non-assignable licence to use the Software (as updated from time to time) on the terms and conditions set out in this agreement ('Licence'). The Licence granted to you under this agreement will be revoked when this agreement ends.
    2. You are not allowed to transfer the Licence to any other person or company, nor are you allowed to let anyone else use the Software under your Licence without obtaining Our written consent.
  1. OWNERSHIP OF THE SOFTWARE

    The Software is, and will at all times be, owned by Us (including any updates, improvements or amendments made to it by any party). Using the Software does not give you any right to ownership to the Software or any part of it.
  1. RESTRICTIONS

    When using the Software you must not do any of the things that are listed below:
    1. Reverse engineer, de-compile, disassemble or alter the Software, or otherwise attempt to discover its source code.
    2. Transfer, license, sell, rent, lease, lend, duplicate, or otherwise translate the Software.
    3. Copy any ideas, functions, features or graphics from the Software for any purpose, including but not limited to development of a similar program.
    4. Tamper with or attempt to bypass functionality that operates to enforce this agreement, including the prevention of software piracy, unauthorised use of the Software.
    5. Use, post, transmit or introduce any software, routine or device that interferes or attempts to interfere with the operation, integrity or performance of the Software, or attempts to gain unauthorised access to the Software.
  1. YOUR OBLIGATIONS

    You must do the following things as a condition of your use of the Software (in addition to anything else you are required to do under this agreement):
    1. Protect any passwords for use with the Software.
    2. Tell Us immediately of any unauthorised access to the Software.
    3. Indemnify Us against any claim that is made against Us, on a full indemnity basis, as a result of your breach of this agreement.
  1. PRIVACY

    1. We, at all times, will respect your privacy with respect your use of the Software. However, you agree that We can do the following things in relation to your use of the Software without informing you that We are doing them on each occasion:
      1. Store your information with Our records.
      2. Access the data you enter into the Software for the purpose of maintaining, improving or providing assistance or support services with respect to the Software.
      3. Sell anonymised/aggregated data that you may have contributed to.
    2. Subject to clause 7.1, We will only release the data you have submitted into the Software with your written authority or upon receiving any form of order from any governmental or regulatory authority or Court.
  1. FEES AND CHARGES

    1. Before We allowed you to use the Software you acknowledge that We notified you of the fees you need to pay to continue with that use. Those fees need to be paid by you in order to allow you to continue to use the Software.
    2. You must also pay Us any GST imposed on the fees you are required to pay under this agreement at the same time as you pay the relevant fee. In return We will provide you with a tax invoice for that payment.
    3. If you do not pay any fees and charges We ask you to pay to use the Software We may, but are not obliged to, issue you with a reminder notice and give you a further 14 days to pay. Regardless of whether We provide you with a reminder notice, if any payment required to be made to Us is not paid on the due date then We may suspend your access altogether.
  1. SUSPENSION

    1. Your right to use the Software is subject to you complying with the terms of this agreement. If you do not comply with those terms then We may suspend your right to use the Software until We are satisfied that you will comply with these terms in full.
    2. If We suspend your right to use the Software on that basis We will try, but are not obliged, to provide you with prior notice. We are not liable to you for any claim, damage or loss (of any nature) that arises as a result of the suspension of your right to use the Software.
  1. MAINTENANCE AND OTHER ISSUES WITH THE SOFTWARE

    1. We will perform maintenance to Our system and the Software from time to time. This may mean that your use of the Software is interrupted or disrupted from time to time. We will endeavour to provide you with reasonable notice of the conduct of any regular system maintenance.
    2. However, there will be times when We will not be able to provide you with that notice because the maintenance is required to fix an urgent problem or for some other similar reason. If this occurs We are not liable to you for any claim, damage or loss that arises out of any resulting interruption to your use of the Software.
  1. DISCLAIMER AND LIMITATION OF LIABILITY

    1. To the extent permitted by law, the Software is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability or fitness for a particular purpose.
    2. If We are liable to you for direct damages then the amount of Our liability is limited to the amount paid by you under this agreement for the preceding twelve (12) months other than damages caused by:
      1. any successful claim made by a third party on account of an infringement of their intellectual property rights; or
      2. Our negligence, dishonesty or fraud.
    3. Under no circumstances will We be liable for any indirect, consequential or special damages (including loss of production, lost opportunity costs, lost business, loss profits, loss of anticipated cost savings) suffered by you which arise from your use of the Software or in connection with this agreement.
  1. WARRANTIES

    1. You warrant to Us that you:
      1. have made your own enquiries in relation to the Software, how it can be used by you and the system and hardware requirements you need in order to ensure that the Software operates effectively;
      2. you have not relied on any representation made by Us, either verbally or in writing, when deciding whether to enter into this agreement; and
      3. are authorised and have the legal power to enter into this agreement.
    2. We do not warrant that:
      1. the Software will be error free, uninterrupted, complete or completely secure;
      2. you will have up-to-date data at all times;
      3. the Software will be compliant with any applicable laws;
      4. any defects in the Software will be rectified;
      5. when this agreement ends you will be able to transfer any data entered into the Software to an alternative system;
      6. the Software will continue to operate during any event that is out of Our control such as power failures, system failure, any act of god or war; or
      7. the Software will be immune from unauthorised access or the alteration of any data stored within it.
  1. INDEMNITY

    1. It is an essential term of this agreement that you indemnify Us against any claim made against Us and any loss or damages suffered by Us in connection with your breach of this agreement or use of the Software.
    2. Further you release and hold Us harmless from and against any claim, loss, liability or damage that you may suffer as a result of your use of the Software.
  1. END OF AGREEMENT

    1. We can terminate this agreement immediately if:
      1. you do not pay any money owed to Us for more than 7 days after it was originally due to be paid;
      2. you breach any other term of this agreement and do not remedy that breach to Our satisfaction within 7 days of Us asking you to do so; or
      3. you become subject to bankruptcy, external administration, liquidation, receivership or any other insolvency event.
    2. We can also terminate this agreement for any reason as long as We provide you with at least one (1) months notice of Our intention to do so.
    3. You can terminate this agreement at any time by providing Us with one (1) months written notice to that effect. If you terminate this agreement you are not entitled to a refund of any fees paid by you prior to the date of termination, even if those fees are for the use of the Software after that date. You must also pay Us:
      1. any reasonable costs incurred by Us in terminating your use of the Software;
      2. the balance of the fees owing for the subscription period within which you terminated this agreement.
    4. When this agreement ends:
      1. you must immediately stop using the Software and not use it again unless We permit you to do so in writing;
      2. We may, in Our absolute discretion, allow you to have read only access to the data you have submitted to the Software for a period of one (1) month; and
      3. We may delete your data however at Our absolute discretion may archive that data for a period of one (1) month.
    5. If you wish to obtain copies of the data you have submitted into the Software, then We will do so provided that you pay Us for the costs incurred by Us in doing so at the hourly rate of $249.00 plus GST.
  1. GENERAL PROVISIONS

    1. This agreement is governed by the laws of New South Wales, Australia, and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of that jurisdiction.
    2. If any term of this agreement is illegal or otherwise unenforceable, it will be deemed to be severed from this agreement, and all other terms of this agreement will remain in full force and effect.
    3. You may not transfer, assign or otherwise dispose of any or all of your rights or obligations under this agreement without Our prior written consent. We may transfer all or part of our rights and obligations at any time by notice to you.
    4. If any term of this agreement needs to operate after this agreement ends then that term survives termination of this agreement (i.e. that term continues to apply even though the agreement has ended).