Terms and Conditions

1 Acceptance

1.1 Welcome! This website is operated by TimeBase Pty Ltd ACN 064 360 658 (we, our or us) and is available at www.timebase.com.au and may be available through other addresses or channels (collectively called the Site). The Site, and any products, licences or information made available through your Subscription (including both online and DVD products) are collected called the TimeBase Services.

1.2 By accessing and/or using our TimeBase Services, you; each person, entity or organisation using our TimeBase Services (referred to as you):

(a) warrant to us that you have reviewed these terms and conditions, including our Website Terms of Use and our Privacy Policy (available on the Site) (Terms);

(b) warrant to us that you have the legal capacity to enter into a legally binding agreement with us; and

1.3 If you are agreeing to these Terms not as an individual but on behalf of a company, your employer, an organisation, government or other entity (Represented Entity), then “you” means the Represented Entity and you as an individual are binding the Represented Entity to these Terms. If you are accepting these Terms and using our services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

1.4 Please read the Terms carefully and immediately cease using the TimeBase Services if you do not agree to these Terms.

2. Disclaimer

TimeBase Services are provided for reference purposes only and TimeBase is not engaged in rendering legal, accounting or other professional legal services. You should not rely on the contents of TimeBase Services without first seeking advice from a qualified professional.

3 Account

3.1 You can browse and view some of our content without an account, however, you are required to create an account to access certain features and to benefit from your selected subscription (Account). You must ensure that any personal information you give to us when creating an Account, including your name and email address, is accurate and up-to-date. You will select a username and password when creating an Account and it is your responsibility to keep your Account details confidential. All personal information that you give to us will be treated in accordance with our Privacy Policy.

3.2 We reserve the right to accept or refuse your creation of an Account on any grounds we consider appropriate.

3.3 You are liable for all activity on your Account.

3.4 When you create an Account, you will be prompted to select a subscription tier (Subscription). You may choose between different tiers of Subscription to access different features, resources and content including number of authorised users, online content, products and email communication with us as set out on our Site.

3.5 Where your Subscription allows you to authenticate your Account and users through an IP address, you warrant that the IP address is unique to you. You agree to update us in the event that your IP address changes, and acknowledge that failure to provide accurate information about your IP address may restrict your access to the TimeBase Services.

4 Subscription Fees

4.1 We may offer you a free Account designed to allow you to evaluate the TimeBase Services (Free Account) and make sure it is right for you. Any features available through the Free Account can change at any time without notice. We have the right to terminate any Free Account upon notice to you.

4.2 Once you have created an Account and chosen a Subscription, you must pay the Subscription fee set out on the Site (Subscription Fee) to access the Site and access the features your Subscription.

4.3 To the extent permitted by law, the Subscription Fee is non-refundable and non-cancellable once paid.

4.4 The Subscription Fee will be charged upfront on a yearly basis on the calendar day corresponding to when you created your Account (Payment Date). In some cases, your Payment Date may change, for example, if payment is unable to be processed or if your Subscription began on a day not contained in a given month.

4.5 Depending on the type of Subscription you select, you will be required to either pay the Subscription Fee on the Site through our third party payment provider, or we will send you an invoice for the the Subscription Fee. If we send you an invoice for the Subscription Fee, you must pay the Subscription Fee within 28 days of the date of the invoice using the payment methods set out on the invoice.

4.6 If you do not cancel your annual Subscription in accordance with the cancellation clause below, it will be renewed for another year at the end of your current Subscription term. We will notify you 30 days prior to the end of the current Subscription term.

4.7 We may modify our Subscriptions and the Subscription Fees from time to time. The price changes will apply to you no earlier than the start of your renewed Subscription in accordance with clause 4.6 above. The notice may be provided at any time via email or via notification to your Account. If you do not agree to the price change, you may cancel your Subscription in accordance with the cancellation clause below.

Upgrading your Subscription

4.8 You may upgrade your Subscription to a higher tier at any time through the functionality on the Site or by sending us an email. Upon upgrading, you must pay the annual Subscription Fee for your upgraded tier, minus the pro-rata portion remaining of your previous Subscription Fee, in accordance with the payment terms set out above. You will be provided with access to the updated Subscription for 12 months from the date of the upgrade.

Cancelling Subscriptions

4.9 You may cancel your Subscription at any time in the Account page / manage Subscriptions (or similar) section of your Account settings.

4.10 The cancellation will apply to the next year for annual Subscriptions if you cancel your Subscription at least 5 business days before the next Payment Date.

5 Payment Terms

5.1 All payments (including the Subscription Fee) must be made via one of the payment methods set out on the Site and in accordance with the requirements of your Subscription. Where you pay the Subscription Fee through a third party payment processor, you authorise us to debit your payment method on each relevant Payment Date for your Subscription Fee as long as the Subscription is ongoing, in accordance with the above payment clauses. Payment of any amounts using a third party payment processor may be subject to the third party payment processor’s terms and conditions.

5.2 Unless otherwise stated on the Site, all amounts are stated in Australian dollars and the Subscription Fee is inclusive of GST.

5.3 You acknowledge and agree that you must have sufficient funds in your selected payment account in order to pay the Subscription Fee and any other amounts due and payable. You are responsible for paying any fees, such as bank fees, for any payments that are dishonoured.

5.4 You must not pay, or attempt to pay, any fees by fraudulent or unlawful means.

5.5 It is your responsibility to provide valid payment details and ensure that your payment details are up to date. You may update these at any time by contacting us at the details provided below.

5.6 If any payment (including of Subscription Fee) has not been made within 7 days of the Payment Date, we may, in our sole discretion:

(a) charge you interest for any unpaid amount, at any rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly; or

(b) suspend or terminate your Subscription and Account in accordance with these Terms.

6 User Content

6.1 Some sections of the Site will allow you to contribute to the Site. You may be permitted to post, upload, publish, submit or transmit relevant information and content (such as comments) (User Content) on our Site. If you make any User Content available on or through our Site, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of our Site.

6.2 You agree that you are solely responsible for all User Content that you make available on or through our Site. You represent and warrant that:

(a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms);

(b) you will not post User Content that is libellous, defamatory, obscene, abusive, that violates a third party’s right to privacy, that otherwise violates any applicable local, state, national or international law, or that is otherwise inappropriate; and

(c) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

6.3 We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), amend or remove any User Content.

7 Exclusions

7.1 You must not access or use the TimeBase Services except as permitted by these Terms and you must not do, omit to do, or authorise any act that would or might invalidate or be inconsistent with our intellectual property rights in relation to the TimeBase Services. Without limiting the foregoing provisions, you must not and must not permit any other person to:

(a) resell, assign, transfer, distribute or provide others with access to the TimeBase Services;

(b) “frame”, “mirror” or serve any of the TimeBase Services on any web server or other computer server over the Internet or any other network;

(c) copy, alter, modify, create derivative works from, reproduce to a third party, reverse assemble, reverse engineer, reverse compile or enhance the TimeBase Services;

(d) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the TimeBase Services;

(e) use the TimeBase Services in any way which is in breach of any applicable local, state, federal and international laws and regulations (Laws) or which infringes any person's rights, including intellectual property rights;

(f) use the TimeBase Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

(g) use the TimeBase Services in any way that damages, interferes with or interrupts the supply of the TimeBase Services;

(h) introduce malicious programs into our hardware and software or our hardware, software and services which are integrated and operate together, including our networks (Systems), including viruses, worms, trojan horses and e-mail bombs;

(i) reveal your Account password to others or allow others to use your Account (other than to authorised users in accordance with your allowances relevant to your Subscription);

(j) use the TimeBase Services to make fraudulent offers of goods or services;

(k) use the TimeBase Services to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

(l) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the TimeBase Services;

(m) send any unsolicited email messages through or to users of the TimeBase Services in breach of the Spam Act 2003 (Cth) or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the TimeBase Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); or

(n) use the TimeBase Services to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers.

8. Exclusions to liability

8.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any expense, cost, liability, loss, damage, claim notice, entitlement, investigation, demand, proceeding or judgement (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, wherr direct or indirect and/or whether present, unascertained, future or contintingenet and whether involving a third party or a party to these Terms or otherwise (Liability) caused or contributed to by, arising from or connected with:

(a) your or your personnel’s acts or omissions;

(b) any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by this Agreement;

(c) any works, services, goods, materials or items which do not form part of the Services (as expressed in this Agreement), or which have not been provided by us;

(d) the Services being unavailable, or any delay in us providing the Services to you, for whatever reason; and/or

(e) any event outside of our reasonable control.

This clause 8 will survive the termination or expiry of this Agreement.

9. Limitations on liability

9.1 Despite anything to the contrary, to the maximum extent permitted by law:

(a) we will not be liable for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data;

(b) our liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of you (or any of your personnel); and

(c) our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Subscription Fee paid by you to us in the 3-month period preceding the Liability in respect of the supply of the relevant Services to which the liability relates.

9.2 You acknowledge and agree that you use the TimeBase Services at your own risk. To the maximum extent permitted by law, we will have no liability, and you release and discharge us from all liability, arising from or in connection with your acts or omissions based on the material contained within the TimeBase Services.

9.3 Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.

9.4 This clause 8 will survive the termination or expiry of this Agreement.

10 Intellectual property

10.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel, including but not limited to our any products, licences or information made available through your Subscription (including both online and DVD products) with us or other materials (including in connection with the Terms and the TimeBase Services) will at all times vest, or remain vested, in us or our licensors.

10.2 We give you a limited, revocable, non-transferable licence to use, for your personal use, any materials or other content we provide to you as part of the TimeBase Services.

10.3 Unless otherwise agreed to by us, you must not, without our prior written consent:

(a) copy or use, in whole or in part, any of our intellectual property;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our intellectual property to any third party including on social media; or

(c) breach any intellectual property rights connected with the TimeBase Services, including (without limitation) altering or modifying any of our intellectual property; causing any of our intellectual property to be framed or embedded in another website; or creating derivative works from any of our intellectual property.

10.4 This clause will survive termination of your Account.

11 Termination

1.1 We may immediately suspend, terminate or limit your access to and use of the TimeBase Services if you breach the Terms (including your obligation to pay the Subscription Fee) and the breach cannot be remedied or is not remedied within 5 business days of us notifying you of the breach.

1.2 You may only terminate your Subscription as set out in the 'Subscription fees' clause.

1.3 You may not suspend or put on hold Subscriptions.

1.4 If your Subscription is cancelled (other than for a breach) and you later decide to re-subscribe, you will be charged at the then-current Subscription Fee.

12 Collection Notice

12.1 We collect personal information about you in order to provide you with your Subscription, to enable you to access and use the TimeBase Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

12.2 We may disclose that information to third party service providers who help us deliver our TimeBase Services (including information technology service providers, data storage, web hosting and server providers, professional advisors, payment systems operators and our business partners) or as required by law. If you do not provide this information we may not be able to provide our TimeBase Services to you. In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside Australia.

12.3 Our Privacy Policy contains further information about: (i) how we store and use your personal information; (ii) how you can access and seek correction of your personal information; (iii) how you can make a privacy-related complaint; and (iv) our complaint handling process.

12.4 By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.

13 General

13.1 Features: We reserve the right at any time and from time to time to change or remove features of the TimeBase Services provided that, where there is any material negative alteration to the functionality of the TimeBase Services in accordance with this clause, we will provide you with 20 days' notice and you may terminate this Agreement by written notice without liability to us.

1.2 Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with a senior representative of the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this clause).

1.3 Notices: Any notice given under these Terms must be in writing and addressed to us at the details set out below or to you at the details provided when setting up your Account. Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 5 business days in the case of post, or at the time of transmission in the case of email.

1.4 Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partly) in relation to these Terms does not operate as a waiver or prevent a party from exercising that power or right or any other power or right. A waiver must be in writing.

1.5 Relationship of parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the parties

1.6 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.

1.7 Assignment: You must not assign any rights or obligations under these Terms, whether in whole or in part, without our prior written consent.

1.8 Amendment: We may, at any time and at our discretion, vary these Terms by publishing varied terms on the Site.

1.9 Force Majeure: We will have no liability for any delay or failure to perform our obligations under these Terms uf such delay is due to any circumstance beyond our reasonable control.

1.10 Governing law: Subject to applicable laws, these Terms are governed by the laws of New South Wales. The TimeBase Services may be accessed in Australia and overseas. We make no representation that the TimeBase Services comply with the laws (including intellectual property laws) of any country outside of Australia. If you access the TimeBase Services from outside Australia, you do so at your own risk and are responsible for complying with these laws in the place you access the TimeBase Services.

For any questions and notices, please contact us at:

TimeBase Pty Ltd ACN 064 360 658

Email: service@timebase.com.au

Last update: 1 December 2020