TimeBase Pty Ltd - Terms of Use

1. What this Agreement covers

1.1 These Terms of Use relate to the supply of any products, licences or information by TimeBase Pty Ltd (“TimeBase”) to its customers (“you”). These terms relate to the products, licences or information specified in your subscription, as described in Clause 2. This includes but is not limited to online and DVD products.

1.2 The use of TimeBase products is also subject to the Copyright and security information included with each product and specified in Clause 6.

1.3 Your acceptance of goods and services from TimeBase indicates your acceptance of these terms of trade and this licence agreement. No variation by you of these conditions will be valid unless a TimeBase authorised representative gives you written confirmation that the variation is accepted and the specified variation, as agreed to by both parties, is attached to this agreement in the form of a Schedule.

1.4 TimeBase reserves the right to change these terms at any time. TimeBase must notify you within 7 days of this event. If you do not accept the terms of this variation, you may cancel your subscription in the manner as specified in Clause 4.

2. Product Supply and Term of Subscription

2.1 Upon acceptance of your order, TimeBase will supply each product according to the period of subscription as listed on the invoice.

2.2 TimeBase will invoice you for the initial subscription period of 12 months and continue to supply that product to you with a renewal period of 12 months unless your subscription is cancelled as specified in Clause 4, or as otherwise agreed to in writing.

3. Payment for Subscription

3.1 You must pay the Subscription Fee amount specified on your TimeBase Invoice within 30 days of the date of the invoice. Any amount payable is inclusive of GST, as specified in the A New Tax System (Goods and Services) Tax Act 1999 (Cth).

3.2 If your account is not paid promptly by the due date of the invoice, TimeBase reserves the right to deactivate your access to the product. If TimeBase incurs further expenses in enforcing our rights under this agreement (for example expenses incurred by us in recovering moneys owed by you to us), you must pay those expenses to us on demand (including all legal costs).

3.3 TimeBase retains the right to change the price and method of charging at any time prior to renewal of the subscription. Any change will take effect upon renewal of the relevant subscription unless otherwise specified or agreed.

4. Cancelling your Subscription

4.1 Your subscription can only be cancelled by notice in writing to TimeBase within 30 days of the date of the subscription invoice.

4.2 Other than as provided by law, subscriptions or parts of subscriptions are not refundable.

5. Warranties and Liability of TimeBase

5.1 Except as provided for in the Competition and Consumer Act 2010 (Cth) and similar laws (but not implied by custom, law or statute), all goods and services as provided by TimeBase are provided without warranties or any kind, either express or implied. This includes, without limitation, any warranty that the information contained in any product is exhaustive or error free.

5.2 To the maximum extent permitted by the law, any liability incurred by TimeBase excludes liability for any claims, damages or loss, whether consequential or not, arising from the use of, or inability to use, TimeBase products. This includes damages or loss arising from any act, omission or failure (whether negligent or not) of TimeBase employees, contractors and agents.

5.3 Subject to Clause 5.2, any liability incurred by TimeBase is limited at TimeBase’ discretion to resupplying the product. The liability of TimeBase is reduced to the extent of any contribution you may have made to the damages or loss.

5.4 TimeBase products 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 the products without first seeking advice from a qualified professional.

6. Use of Online Products

6.1 In consideration of payment by you of the Subscription Fee and your acceptance of these terms, TimeBase grants you a non-exclusive, non-transferable licence to access and use data made available in the online product which you have chosen to subscribe to in your order for the subscription period. This includes downloading and temporarily storing insubstantial portions of this data on your network and reproducing and displaying such data in accordance with the remaining subclauses within Clause 6.

6.2 Only your employees, students and support personnel authorised by both us and you shall be entitled to access and use the online product as specified in your order (“Authorised users”).

6.3 If you want to use IP address based authentication to authorise your users, you must ensure that the IP address is unique to your organisation and keep us informed every time the IP address changes. TimeBase cannot be held responsible for any loss of access or disclosure/loss of private information incurred as a result of IP address authentication failure or use of shared IP addresses.

6.4 Information appearing in the online service may be used by Authorised users in the ordinary course of your business provided that reproduction of content in your business product does not represent a substantial proportion of the content of any single publication and Authorised users do not undertake these activities on behalf of or for an unrelated third party.

6.5 All intellectual property rights in the software and the publications available in the online service are and remain the exclusive property of TimeBase or third party suppliers as the case may be. When using the publications and the service, you must comply with the law including copyright laws.

6.6 Unless permitted by law or otherwise expressly permitted in a Schedule, you must not authorise any third person to reproduce, copy, download, scrape, store, publish, distribute, convert, sell, rent or lend any part of the online publication or service.

7. Service Access

7.1 We will use reasonable endeavours to ensure the online service is available twenty-four hours per day throughout the subscription period. We do not warrant that the online service will be uninterrupted or error-free, and you acknowledge and agree that provision of the online service may entail some human and machine errors delays, interruptions and losses, including the inadvertent loss of data or damage to media. We reserve the right to suspend the online services temporarily and without notice beyond our control.

7.2 We reserve the right to make modifications to the online service.

8. Miscellaneous

8.1 Without prejudice to TimeBase’ other rights at law, we may cease supply of goods or services to you immediately by giving notice in writing if you breach any material terms of this agreement.

8.2 TimeBase may cancel or suspend delivery of any product in the event of any delay or non-performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, Act of God, or any other cause beyond our reasonable control.

8.3 TimeBase may use personal information collected about you and your Authorised users for the purpose of providing access to online services, providing customer or billing support or keeping you and your users informed of new products or developments. If you do not wish to receive this information, please inform us in writing.

8.4 If any provision of the agreement is held invalid or unenforceable for any reason, that provision is deemed deleted. The remainder of this agreement remains in force.

8.5 These terms are governed by the law in force in the State of New South Wales and of the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and of the Commonwealth of Australia in case of dispute.