Terms & Conditions of Subscription with Subbycircle
Last update: 8th April, 2016
THIS IS AN AGREEMENT
SUBBYCIRCLE PTY LTD (ABN 56
606 993 864) ('We, 'Us', 'Our')
is the owner and operator of the website subbycircle.com (the
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)
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:
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
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.
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.
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
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.
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.
GRANT OF LICENCE
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.
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.
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.
When using the Software you must
not do any of the things that are listed below:
Reverse engineer, de-compile,
disassemble or alter the Software, or otherwise attempt to
discover its source code.
Transfer, license, sell, rent,
lease, lend, duplicate, or otherwise translate the Software.
Copy any ideas, functions,
features or graphics from the Software for any purpose, including
but not limited to development of a similar program.
Tamper with or attempt to
bypass functionality that operates to enforce this agreement,
including the prevention of software piracy, unauthorised use of
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
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):
Protect any passwords for use
with the Software.
Tell Us immediately of any
unauthorised access to the Software.
Indemnify Us against any claim
that is made against Us, on a full indemnity basis, as a result of
your breach of this agreement.
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
Store your information with Our
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.
anonymised/aggregated data that you may have contributed to.
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.
FEES AND CHARGES
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.
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.
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.
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.
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.
MAINTENANCE AND OTHER ISSUES
WITH THE SOFTWARE
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.
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.
DISCLAIMER AND LIMITATION OF
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.
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:
any successful claim made by a
third party on account of an infringement of their intellectual
property rights; or
Our negligence, dishonesty or
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.
You warrant to Us that you:
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;
you have not relied on any
representation made by Us, either verbally or in writing, when
deciding whether to enter into this agreement; and
are authorised and have the
legal power to enter into this agreement.
We do not warrant that:
the Software will be error
free, uninterrupted, complete or completely secure;
you will have up-to-date data
at all times;
the Software will be compliant
with any applicable laws;
any defects in the Software
will be rectified;
when this agreement ends you
will be able to transfer any data entered into the Software to an
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
the Software will be immune
from unauthorised access or the alteration of any data stored
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.
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.
END OF AGREEMENT
We can terminate this agreement
you do not pay any money owed
to Us for more than 7 days after it was originally due to be paid;
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
you become subject to
bankruptcy, external administration, liquidation, receivership or
any other insolvency event.
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.
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:
any reasonable costs incurred
by Us in terminating your use of the Software;
the balance of the fees owing
for the subscription period within which you terminated this
When this agreement ends:
you must immediately stop
using the Software and not use it again unless We permit you to do
so in writing;
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
We may delete your data
however at Our absolute discretion may archive that data for a
period of one (1) month.
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.
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.
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.
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
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).