Terms and Conditions of Use

Effective from 1 January 2014

1. Introduction
   1. The Software is owned and operated by the Provider.
   2. By using the Software, Users agree to be bound by the Terms and the Privacy Policy.  If the User does not agree with any part of the Terms or the Privacy Policy, the User must stop using the Software immediately.
   3. The Provider may amend the Terms at its sole and absolute discretion.  It is the responsibility of Users to regularly check the Terms for updates.  By continuing to use the Software after an amendment to the Terms, Users agree to be bound by the Terms as amended.
   4. The Terms are governed by the definitions and rules of interpretation outlined at clauses 17 and 18 respectively.
2. Agreement for Services
   1. By checking the tick box that states “I have read and agree to the Terms and Conditions of Use”, an Agreement will be formed between the Provider and the User.
   2. By checking the tick box that states “I have read and agree to the Terms and Conditions of Use”, the User warrants in his or her personal capacity that he or she has the authority to create a contractually binding relationship between the User and the Provider.
   3. On the condition that the Subscriber has invited the User to use the Software as an “Authorised User”, the Provider grants, and the User accepts, a non-transferrable, non-exclusive and revocable license to access and use the Software.  In consideration for the provision of the Software by the Provider, the User agrees to use it subject to the Agreement.
   4. The User will be limited by the data storage limit of its respective Subscriber, who agrees separately with the Provider what the data storage limit is.
   5. The term of an Agreement will be determined by the termination provisions in clause 10.
3. Software Setup and Support
   1. The User will provide any information requested by the Provider for the purpose of setting up and operating the Services for the User.
   2. The User warrants that all of the information that it provides to the Provider is accurate and complete in all respects, and will continually update the Provider in this regard if any of the information changes.
   3. The Provider is not obligated to provide any technical support or maintenance to the User whatsoever.
   4. The Provider agrees and accepts that the Software is:
      1. hosted and maintained by the Provider, can be accessed using the Internet or other connection to the Provider’s servers and is not available ‘locally’ from the User’s systems; and
      2. managed and supported exclusively by the Provider and that no “back-end” access to the Software is available to the User unless expressly agreed in writing between the parties.
4. User Data and Backup
   1. The User will store Data on the Provider’s servers with the Software.  The User acknowledges and agrees that the Software is a conduit for Data, not a storage space for Data.  
   2. The User stores such Data on the Provider’s servers at its own risk. The Provider makes no warranties or guarantees, implied or express, in respect of the retention of or continued accessibility of any Data.
   3. The User agrees that the Provider is not liable for any loss or damage that the User, its employees, agents or contractors may incur by any loss, corruption or any other inaccessibility in respect of the Data or any other data in connection with the Services.
   4. The Provider may subcontract the storage of the User’s data to a third party without notification to or consent from the User.  The Data storage location will not affect which law governs any Agreement.
   5. The Provider will manage backup procedures for the Data, exclusively for its own purposes.  The Provider makes no warranties or guarantees, implied or express, in respect of the retention of or continued accessibility of any backups in connection with the Services.
   6. If any Agreement between the Provider and User terminates, the User may obtain the Data within 3 months of the termination if it bears the costs of the hardware and incidental costs reasonably required by the Provider to effect a transfer of the Data to the User (Data Return Costs).
   7. The Provider will not be obligated to return Data to the User until the User has paid the Data Return Costs in advance to the Provider.
5. Security
   1. The User agrees that:
      1. the Provider shall not do anything to prejudice the security or privacy of the Software or the information on it; and
      2. the Provider is in no way liable for any breach of its systems that results in unauthorised access to or corruption of Data.
   2. The User is solely responsible for:
      1. keeping any usernames and passwords in connection with the Services secure;
      2. restriction of access if a User should no longer have access to the Services; and
      3. the use of its account, irrespective of who is using it, even if it is used without the User’s permission.
   3. The Provider accepts no liability for the activity of Users, including in respect of the Data.
   4. The User indemnifies the Provider against any and all liability, loss, costs and expenses arising from or incurred in connection with unauthorised access in respect of the Services.
6. Privacy
   1. The Provider maintains the Privacy Policy using its best endeavours to comply with the provisions of the Privacy Act for data that it collects about the User.  
   2. The Provider makes no warranty as to the suitability of the Software in regards to the User’s privacy obligations at law or contract, and it is the User’s responsibility to determine whether the Software is appropriate for the User’s circumstances.
   3. The Provider may access, review or copy on its own account, or disclose and transfer to any third party, any data, which is stored or accessed using the Services, to the extent required:
      1. to permit third party service providers to perform certain functions on the Provider’s behalf in respect of the Services, or in connection with other aspects of the Provider’s business;
      2. to interact with the Provider’s related bodies corporate;
      3. to effect a sale (or proposed sale) of all or part of the Provider’s business;
      4. to satisfy any contractual obligation that the Provider has to any third party;
      5. for the Provider to ensure that the User is not in breach of this Agreement; and
      6. as required or permitted by any law that the Provider and its related bodies corporate may be subject to.
7. User Undertakings
   1. The User will not do any of the following:
      1. compete with the Provider’s business;
      2. modify or create derivative works based upon the Services;
      3. defeat, disable, or circumvent any protection or disabling mechanism related to the Services;
      4. install or store any software applications, code or scripts on the Software unless it first obtains the written permission of the Provider;
      5. access or manipulate the Software in ways that it has not been designed to be accessed or manipulated.
      6. sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Services, or, in particular, without limiting the generality of the foregoing, distribute the Services on any media, hard or soft copy;
      7. attempt or permit any person to copy, reproduce, translate, adapt, vary, modify or reverse engineer any part of the Software;
      8. use the Services in any way which could interfere with or damage the Provider’s network, any other operator’s network, access by the Subscriber, or another User’s enjoyment of the Services;
      9. use the Software for unsolicited or unreasonably frequent or voluminous communications.  The Provider reserves the right to limit or suspend access to the User if it is using the Software inappropriately;
      10. make the Services accessible to the public or third parties, whether over networks, electronic bulletin boards, websites, or otherwise;
      11. allow any third party to use the Services; or
      12. publish or otherwise communicate any review of, or information about, the performance of the Services to any third party without the prior written consent of the Supplier,

except as specifically provided for in an Agreement with the Provider.

1. The User undertakes to the Provider to:
   1. use the Software only in the ways that it is designed to be used;
   2. use the Services for lawful purposes only; and
   3. ensure that all electronic communications sent through or in connection with the Software feature an unsubscribe facility, and that they comply with the requirements of the SPAM Act 2003 (Cth) when sending electronic communications through the Software.  The Provider indemnifies Provider for any breach of said Act by the User.
2. The User undertakes to the Provider that it will not store or access any Data that:
   1. breaches any copyright, trade mark, obligation of confidentiality or other personal or proprietary right;
   2. breaches any Privacy Law; or
   3. breaches any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).
3. The User undertakes to the Provider that it will not store, access or operate any data, code or software on, or in connection with, the Software that could be categorised as:
   1. a computer virus or malicious code;
   2. connected with “spam” or the process of “spamming”;
   3. adult material; or
   4. “warez” or associated with “warez”, the categorization or identification of which, will be at the sole discretion of the Provider.
4. In accordance with the section of the Terms entitled “Security”, the User will be responsible for the breach of any undertaking or warranty in this section, regardless of whether that breach is caused by a security breach, or an inbound or outbound attack.

1. The Provider makes no warranties or guarantees, implied or express, as to the ongoing accessibility of the Software, and reserves the right to make some or the entire Software inaccessible from time to time as is required for upgrades, maintenance and updates.
2. The Provider does not warrant that the Software will be accessible at all times, uninterrupted or error free.  From time to time, without notice, access to all or part of the Software may be disrupted or limited. During such an interruption, the Provider will use its best endeavours to restore access to the Software as soon as practicable.
3. The Provider reserves the right to upgrade, maintain, tune, amend, add or remove features and functions, redesign, improve or otherwise alter the Services in its sole and absolute discretion without notice.
4. The Provider agrees and accepts that the Software is operated from servers owned and controlled by a third party.
5. The Provider makes no claims or warranty as to the suitability and capacity of the User’s local area network or computers or other means of connectivity to properly access or operate any part of the Services.
6. The User agrees that the Provider is not liable for any loss or damage that it may incur by the inaccessibility of the Software.

1. The Provider owns all the Intellectual Property rights in respect of the Services (Provider IP), and the User will do all things reasonably necessary to vest such ownership in the Provider.
2. The Provider grants to the User a non-exclusive royalty-free license to use the Provider IP and the Services for the duration of any Agreement.  This license will automatically terminate when the Agreement does.
3. Without the express written permission of the Provider, the User will not:
   1. replicate all or part of the Provider IP in any way; or
   2. incorporate all or part of the Provider IP in any other webpage, site, application or other digital or non-digital format.
4. The User agrees and accepts that the Software is the Intellectual Property of Provider and the User further warrants that by using the Software the User will not:
   1. copy the Software or any part of the Services that it provides for the User’s own commercial purposes;
   2. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Software or any documentation associated with it; or
   3. compete in any way whatsoever with the Provider’s business.
5. The User shall at all times during the course of this Agreement be the exclusive owner of the Data, but licences the Provider to use the Data for the purpose of providing the Services, in any way that the Provider sees fit, at its sole and absolute discretion.

1. Either party may immediately terminate any Agreement by written notice to the other party for any reason.
2. If the Subscriber Agreement terminates, any Agreement between the User and the Provider will automatically terminate immediately.
3. The User agrees and acknowledges that immediate termination of any Agreement by the Provider under any circumstances is reasonable and effective.

1. If the User has a complaint in connection with the Services for which the User considers that the Company is liable (Complaint), the User must report it to the Provider within 10 Business Days of the circumstances giving rise to the Complaint first occurring.  The Provider may or may not investigate the Complaint, depending on its nature, a choice that will be at the Provider’s sole discretion.
2. If the User is not satisfied with our action under clause (a), the User must formally notify the Provider of its complaint with a written notice (Complaint Notice), which includes, or is accompanied by, full and detailed particulars of the Complaint.
3. Within 10 Business Days after a Complaint Notice is given, a representative of the Provider will respond to the Complaint Notice in writing (Company Response).
4. In accordance with this section, the User agrees not to bring court proceedings against the Provider in respect of any Complaint unless it complies with the requirements of this clause (but subject always to any rights the User may have as a consumer under the Competition and Consumer Act 2010 (Cth) or any equivalent legislation).

1. By entering into any Agreement, the User indemnifies the Provider and its directors, employees and agents against all claims, demands, proceedings and other liability arising wholly or partially, directly or indirectly, from the Services.
2. Without limiting the generality of the above, the User indemnifies the Provider and its officers, employees, contractors and agents (the Indemnified) against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising directly or indirectly from the User’s breach of any Agreement and any negligent or unlawful act or omission of the User in connection with the Services.
3. Without limiting the generality of the above, the User indemnifies the Indemnified against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising directly or indirectly from an agreement in force between the Provider and a third party supplier of services connected with the Services.

1. There are certain rights that cannot by law be excluded (Non Excludable Conditions).  The obligations set out in this section are subject to those Non Excludable Conditions to the extent of any inconsistency.
2. The Provider excludes all implied guarantees, conditions and warranties from any Agreement and the Services.
3. The Provider has no liability to the User in relation to any breach of the Privacy Act by either party.
4. The Provider does not represent or warrant that any of the Software is without bugs or viruses. The Provider has no liability to the User for loss or corruption of any data connected with any bug or virus in any of the Software.
5. The Provider has no liability to the User, and the User indemnifies the Provider, in relation to any failure of telecommunications services or systems (or other information technology infrastructure), which may affect the User’s use of the Services or the User’s communications related to the Services.
6. The Provider has no liability to the User, and the User indemnifies the Provider, in relation to any loss sustained by the User under a contract with a third party, in connection with the Agreement or Services.
7. Subject to the application of any Non Excludable Condition, the Provider excludes all other liability to the User for any costs, expenses, losses and damages suffered or incurred directly or indirectly by the User in connection with any Agreement or Services, whether that liability arises in agreement, tort (including by the Provider’s negligence) or under statute.  Without limitation, the Provider will in no circumstances be liable for any Consequential Loss.
8. Where a Non Excludable Condition is deemed to apply, to the fullest extent possible under the law, the Provider limits its liability for any breach to the re-supply of the Services or any associated goods (or software) affected by the breach, or the payment of the cost of such re-supply, which is to be at the Provider’s option.

1. An act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government Provider, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a virus or other malicious code will be an unforeseen event under the Terms (Unforeseen Event).
2. The obligations of the Provider under the Terms are suspended to the extent that an Unforeseen Event affects them, as long as the Unforeseen Event continues (subject to sub-clause (d) below).  The occurrence of an Unforeseen Event does not suspend the obligation of the User to pay any money under the Terms.
3. A party claiming an Unforeseen Event must use their best endeavours to remove, overcome or minimise the effects of that Unforeseen Event as quickly as possible.  
4. If an Unforeseen Event continues for more than 50 Business Days, the Provider may terminate any agreement in force for the provision of the Services by notice in writing to the User of not less than 10 Business Days.  

1. Each communication (including each notice, consent, approval, request and demand) under or in connection with an Agreement (Communication) must be in writing.
2. The Provider may serve any Communication on the User by sending it to the email notified by the User.
3. The User may serve any Communication on the Provider by sending it to support@qantrol.com.
4. A Communication by email will be taken to have been received by the addressee 24 hours after the email was sent, unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee's domain specified in the email address.

1. The Terms, notification of certain details described in the Terms, represent the entire agreement of the Provider and the User in relation to the Services.
2. The User will pay all stamp duties and any related taxes, fines and penalties in respect of any Agreement.
3. No Agreement cannot be varied, except in writing by an authorised officer of the Provider.  No purchase order or other document issued by the User will vary any Agreement, or be considered when considering the terms of agreement between the Provider and the User.
4. The User cannot assign, novate or otherwise transfer any of its rights or obligations under any agreement arising from the Terms without the prior written consent of the Provider.
5. The Provider may assign, novate or otherwise transfer any of its rights or obligations under any Agreement to a third party without notice to, or the prior consent of, the User, but if the Provider requires, the User will sign any documents to give effect to an assignment, novation or transfer by the Provider under this clause.
6. If more than one party contracts with the Provider under the Terms as “User”, the term “User” refers to each of them, and the obligations of the User under the Terms bind them, jointly and severally, and any obligation or a liability assumed by more than one User binds them jointly and severally.
7. The laws of the state of Queensland govern the Terms and each party submits to the non-exclusive jurisdiction of the courts of Queensland.
8. No right of the Provider will be deemed waived and no breach excused unless such waiver or consent is provided in writing
9. The relationship between the Provider and the User under any Agreement does not form a joint venture or partnership.

1. In the Terms headings are for convenience only and do not affect interpretation, and unless the context indicates a contrary intention:
2. if more than one person is identified as a co-promisor, an expression that refers to them, and the obligations of each of them under this document bind them, jointly and severally
3. "person" includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
4. a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes a substituted or an additional trustee;
5. a reference to a document (including this Deed) is to that document as varied, novated, ratified or replaced from time to time;
6. a reference to a statute includes its delegated legislation and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;
7. a word importing the singular includes the plural (and vice versa), and a word indicating a gender includes every other gender;
8. a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause, schedule, exhibit, attachment or annexure to or of this Deed, and a reference to this Deed includes all schedules, exhibits, attachments and annexures to it;
9. if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
10. "includes" in any form is not a word of limitation;
11. a reference to a month, means a calendar month; and
12. a reference to "$" or "dollar" is to Australian currency.

1. Agreement means any legally binding agreement arising under the Terms between  User and the Provider.
2. Business Days means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the state that the Provider’s corporation is registered.
3. Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss and any other form of consequential, special, indirect, punitive or exemplary loss or damages.
4. Data means any data uploaded by the User to the electronic servers and infrastructure used to provide the Software.
5. Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
6. Privacy Act means the Privacy Act 1988 (Cth).
7. Privacy Policy means the Provider’s Privacy Policy, which may be viewed at http://www.qantrolportal.com/privacy.
8. Provider means AJM Civil Pty Ltd & Sunnysworth Studios Pty Ltd (ACN 695 681 884), which is registered in Australia.
9. Services means the:
   1. Software;
   2. the electronic infrastructure used to provide the Software (if applicable); and
   3. any other service rendered by the Provider to the User within the scope of an Agreement.
10. Software means the software application found at the URL http://www.qantrolportal.com and all of its subdomains, derived URLs and associated URLs.
11. Subscriber means the third party contracting with the Provider for the provision of the Services to that party and the User.
12. Subscriber Agreement means the agreement in force between the Subscriber and Provider.
13. Terms means these terms and conditions.
14. User means:
    1. any user of the Software as an individual in their personal capacity; and
    2. any company on behalf of which an individual uses the Software.