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Ideas-Information On Disability Education Awareness Services Limited (ABN 73 877 964 532) (we/us/our) agrees to provide you with access to the Data in accordance with these terms and conditions (Agreement). 

 

1           TERM

1.1        This Agreement commences once you select the 'I submit' button and will continue for successive 12 month periods (each a Subscription Period), until your Subscription Period is cancelled in accordance with this Agreement.

1.2        We will notify you 30 days before the end of the then-current Subscription Period (Renewal Notice Period) with an option for you to cancel your Subscription Package. If you do not cancel your Subscription Package during the Renewal Notice Period, your Subscription Package will automatically renew for a further 12 month period and you will be charged the Subscription Fee for that period in accordance with clause ‎6.

2           REGISTERING YOUR ACCOUNT

2.1        To access the Data, you will need to create a business user account and accept the terms and conditions in this Agreement by selecting the 'I submit' button.

2.2        When registering for an account, you must provide us with certain Personal Information, such as your name, email address, organisation's address, name, and email address of any Authorised Users.  You agree to maintain accurate, complete, and up-to-date information in your account.  Any failure to maintain accurate, complete, and up-to-date account information may result in your and an Authorised User's inability to access and use the Data or our termination of your Subscription Package. We are not responsible for any decline of authorisation for charging if your payment details are not verified by an issuer bank. 

2.3        You are responsible for all activity that occurs under your account regardless of whether that activity is undertaken or authorised by you.  You agree to maintain the security and secrecy of your account username and password at all times and agree to inform us immediately if you have reason to believe that your password has become known to anyone else or is being, or is likely to be, misused in any way.  Payment through credit card or debit card is processed through our payment processor Stripe, as set out in clause ‎‎6.

3           DATA ACCESS

3.1        We grant you, and each Authorised User, the right to access the Data on a read-only basis via the Website solely for the Permitted Purpose during the relevant Subscription Period.

3.2        We will provide you with individual login credentials that enable access to the Data for each Authorised User specified in the Registration Form, as modified from time to time.

3.3        You must, and must ensure that each Authorised User:

(a)  not provide, disclose, sell or grant access to the Data to any other person without our prior written consent and must not use any information contained in the Data to create a new database;

(b)  take all reasonable steps to ensure that all Data in your/their possession, or to which you/they have access, is protected at all times from misuse, interference and loss and from access, modification, disclosure, deletion, copying, use or damage by any unauthorised person or entity; and

(c)   must, at our reasonable request, provide evidence of your/their compliance with this clause ‎3.3 and must implement any additional security measures reasonably required by us from time to time in respect of protecting the Data.

3.4        You acknowledge and agree that:

(a)    we provide the Data to you on an as is and as available basis which can be accessed at any time via www.infoqore.com.au (Website);

(b)    the Data is sourced from a database that is administered, maintained, and updated from time to time by a third party (Database Provider).

(c)   we and/or the Database Provider may update the Data contained on the Website at any time in our respective absolute discretion and without notice; and

(d)  to the extent permitted by law, we make no representation or warranties:

                    i.       about the content or accuracy of the Data;

                    ii.       that we will notify you if we become aware of any errors or omissions in the Data; or

                   iii.       about the fitness of the Data for your purposes.

4           OWNERSHIP OF THE DATA

4.1        You acknowledge and agree that:

(a)  we or our third party licensors own, or will own, all rights, including Intellectual Property Rights, in and to the Website and Data automatically upon its creation; and

(b)  nothing in this Agreement assigns or transfers any rights in the Data or Website to you.

4.2        We warrant that the supply of and your use of the Data or Website as contemplated under this Agreement does not infringe the Intellectual Property Rights of any person or organisation.

5           PRIVACY

5.1        The parties must comply with all applicable Privacy Laws in relation to any Personal Information provided or accessed by that party under or in connection with this Agreement, whether or not they are an organisation bound by those Privacy Laws.

5.2        Each party must notify the other party of any breach or possible breach of that party's obligations under this clause ‎5 immediately after becoming aware of such breach or possible breach.

5.3        You acknowledge and agree that we may, from time to time, communicate with you and your Authorised Users by email to:

(a)  provide information about planned or implemented product upgrades and updates to the Website;

(b)  offer participation in sector surveys to better inform policy development about information provision for people with disabilities;

(c)   offer access to other products and services developed and delivered by us; and

(d)  raise awareness of trends and developments in the disability sector,

(each an Approved Purpose).

5.4        You must:

(a)  notify each Authorised User that their Personal Information collected by you in connection with administering your account and registering that Authorised User to access to the Data may be disclosed to and used by us for the Approved Purposes;

(b)  obtain all valid consents from each Authorised User for their Personal Information to be disclosed or otherwise made available to us in accordance with this Agreement; and

(c)   where it is impracticable to obtain such consent or transfer without consent is permitted by the applicable Privacy Laws, ensure that any Personal Information disclosed or otherwise made available to us under this Agreement is only disclosed or made available subject to, and in accordance with, applicable law (including the Privacy Laws).

5.5        All Personal Information you provide to us will be treated in accordance with our Privacy Policy which can be accessed at https://www.ideas.org.au/privacy.html. Some Personal Information will also be handled by third party suppliers, including Stripe Payments Europe Ltd or its related entity to facilitate the processing of payments in accordance with their Global Privacy Policy (available at https://stripe.com/en-au/privacy).

6           FEES

6.1        Fees. In consideration of us providing you and each of your Authorised Users with access to the Data, you will pay us an upfront annual subscription fee corresponding to your chosen Subscription Package (Subscription Fee).

6.2        Payment terms. You must pay the Subscription Fee upon registering your account on the Website.  Payment must be made via (at your choice) credit card, PayPal or electronic funds transfer subject to the applicable payment terms below.

6.3        Credit card payment. Any payment by credit card will be processed by our third party payment processor, Stripe, and will be subject to the payment terms set out at https://stripe.com/payment-terms/legal (as updated or varied from time to time, including successor URLs).  Some Personal Information may also be transmitted to Stripe in order to facilitate the processing of payments, and will be subject to their Global Privacy Policy (currently accessible at https://stripe.com/en-au/privacy).  It is your responsibility to ensure that the registered debit card or credit card is valid, that it has a sufficient balance and is not blocked.

6.4        PayPal payment. Any payment via PayPal will be subject to the user agreement set out at https://www.paypal.com/au/webapps/mpp/ua/useragreement-full (as updated or varied from time to time).  Some Personal Information may also be transmitted to PayPal in order to facilitate the processing of payments, and will be subject to their Privacy Policy (currently accessible at https://www.paypal.com/au/webapps/mpp/ua/privacy-full).  It is your responsibility to ensure that the payment method connected to your PayPal account has a sufficient balance and is not blocked.

6.5        Payment by electronic funds transfer. Your payment may be made by electronic funds transfer.  Payment must be made to a bank account designated by us and will be made in Australian Dollars. Your subscription will be activated once the Subscription Fee has been deposited to our designated account.  Payment via electronic funds transfer will be initiated by you and may be subject to your banking institutions' terms and conditions and privacy policy, and it is your responsibility to ensure you read and accept those terms.  Any Personal Information transferred to us as a result of an electronic funds transfer (such as your name and bank account number) will be handled in accordance with our Privacy Policy.

7           GST

7.1        If GST is or will be payable on a supply made under or in connection with this Agreement, to the extent that the consideration otherwise provided for that supply is not stated to include an amount in respect of GST on the supply:

(a)  the consideration otherwise provided for that supply is increased by the amount of that GST; and

(b)  you must make payment of the increase as and when the consideration otherwise provided for, or relevant part of it, must be paid or provided or, if the consideration has already been paid or provided, within seven (7) days of receiving a written demand from the supplier.

7.2        The right of the supplier to recover any amount in respect of GST under this Agreement on a supply is subject to the issuing of the relevant tax invoice or adjustment note to the recipient.

7.3        If one party must indemnify or reimburse another party (Payee), the required payment does not include any amount which the Payee (or an entity that is in the same GST group as the Payee) is entitled to claim as an input tax credit, but will be increased if the payment is consideration for a taxable supply.

7.4        Terms used in this clause ‎7 that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given in that Act.

8           LIABILITY

8.1        To the extent permitted by law, we have no responsibility, and disclaim all direct and indirect liability (including liability in negligence), for any loss arising out of or in connection with:

(a)  the use and disclosure of the Data and Personal Information (including us contacting an Authorised User), as contemplated under this Agreement;

(b)  the use of, or any defect in, the Website; and

(c)   the processing of any of your payments of the Subscription Fees in accordance with any of the payment mechanisms specified in clause ‎6.3.

8.2        The limitation of liability in clause ‎8.1 does not apply to our liability for personal injury or death caused by our own negligence, or for fraud.

8.3        If a term is implied by law into this Agreement, and the law prohibits provisions in a contract excluding or modifying our liability under that term, then it will be included in this Agreement. However, our liability for any breach of such term will, if permitted by that law, be limited at our option, the supply of the services again or the payment of the cost of having the services supplied again.

9           TERMINATION

9.1        Our termination rights. We may terminate your Subscription Package, acting reasonably:

(a)  without penalty at any time by giving you 10 days' written notice;

(b)  immediately without notice to you, if required by law, if the ongoing provision of the Data is prevented or limited by an anticipated change in law, or if required as a result of actions of our third party suppliers (including if our agreement with the Database Provider terminates for any reason); or

(c)   immediately by notice to you if you breach a provision of this Agreement and have not remedied that breach within 7 days after receiving notice from us requiring you to do so.

9.2        Your termination rights. You may immediately terminate your Subscription Package:

(a)  by notice to us if we breach a provision of this Agreement and have not remedied that breach within 7 days after receiving notice from you requiring us to do so; or

(b)  during the then current Renewal Notice Period on written notice to us.

9.3        Consequences of termination or expiry. On termination of your Subscription Package for any reason:

(a)    your account will be deactivated;

(b)  you will no longer have access to the Data and the subscription only section of the Website;

(c)   no refund of the Subscription Fee in relation to any unused portion of the Subscription Period will apply unless:

                     i.     we have terminated your Subscription Package in accordance with ‎9.1‎(a), in which case we will refund the Subscription Fee on a pro rata basis; or

                     ii.     otherwise agreed by us; and

(d)  certain provision of this Agreement, including clauses ‎3.4, ‎4, ‎5, ‎8, ‎(d), ‎12 and ‎13 and any other terms that by their nature survive termination, will remain in effect even after your account or Subscription Package is terminated, and such termination does not affect your or our rights or obligations which accrued prior to the termination date.

10         NOTICES

10.1      Except where otherwise specified in this Agreement or required by law, any communication between you and us under this Agreement may be in person, in writing, by telephone or by electronic communication. You may contact us via the contact page on the Website.

10.2      An electronic communication can include, among other types of communications, email, short message service or multi-media message service, and may consist of a notice with a link to learn more about the details of that notice on our website.  Any communication may be made by electronic communication unless you have provided us with notice that you would prefer to receive communications by mail.

10.3      Any written communication by you or us is deemed to have been received:

(a)  if sent by mail, at the estimated delivery time of ordinary post as published by Australia Post; or

(b)  if sent by electronic communication, on the earlier of receipt of delivery confirmation or the day of transmission (unless otherwise notified that delivery of the communication was unsuccessful or delayed).

11         TRANSFER

11.1      We may assign, transfer or novate our rights and obligations under this Agreement to another person at any time by notice to you.

11.2      You agree to execute any documentation we reasonably require to give effect to an assignment, transfer or novation of our rights and obligations under clause ‎11.1.

11.3      Unless otherwise agreed under this Agreement, you cannot assign, transfer or novate your rights and obligations under this Agreement to any third party.

12         GENERAL

12.1      This Agreement contains the entire understanding between the parties concerning the subject matter of this Agreement and supersedes all prior communications.

12.2      The Agreement is governed and construed by the laws of Victoria, Australia.  The parties agree to submit to the exclusive jurisdiction of the courts of Victoria, Australia.

12.3      If we are prevented or hindered or delayed in performing our obligations under this Agreement due to an event or circumstance beyond our reasonable control, such non- performance will not be considered a breach of this Agreement for the duration of the event.

12.4      The failure of either party to enforce any provisions under this Agreement will not waive the right of such party thereafter to enforce any such provisions.

12.5      If any term or provision of this Agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed and the remaining terms and conditions will be unaffected.

12.6      We may amend this Agreement from time to time.  Amendments will be effective upon our posting of the updated Agreement on the Website.  By continuing to access the Data after an update to the Agreement, you agree to be bound by this Agreement, as amended.

13         DEFINITIONS AND INTERPRETATION

13.1      The following definitions apply in this Agreement.

Approved Purpose has the meaning given in clause ‎5.3.

Authorised User means you and any of your personnel whom you have nominated as an 'Authorised User' in the Registration Form.

Data means any data and information made available to you and an Authorised User via the Website in accordance with clause ‎2 and includes all updates, and modifications of such data and information made by or on our behalf.

Database Provider has the meaning given in clause ‎3.4‎(b).

Intellectual Property Rights means all present and future industrial and intellectual property rights throughout the world, including all copyright and analogous rights, trade marks (including service marks), designs, patents, circuit layouts, business, brand and domain names, inventions or discoveries, know-how and all other rights throughout the world resulting from intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable and these rights include all rights in all applications to register these rights and all renewals and extensions of these rights.

Permitted Purpose means using the Data to provide people with disabilities with information about support services and systems available to them. 

Personal Information has the meaning given to that term in the Privacy Laws.

Privacy Laws means the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and any other legislation, principles, industry codes and policies that apply to IDEAS relating to the handling of Personal Information.

Registration Form means the form available on the Website which you must complete during the registration process in order to access the Data.

Renewal Notice Period has the meaning given in clause ‎1.2.

Subscription Fees means the annual subscription fee for the Subscription Package you have chosen payable by you to us for access to the Data.

Subscription Package means the subscription package set out in the Registration Form which corresponds to the number of Authorised Users that may access the Data.

Subscription Period has the meaning given in clause ‎1.1.

Website has the meaning given in clause ‎3.4‎(a).

you or your means the entity that accepts to be bound by the terms and conditions of this Agreement by selecting the 'I submit' button and completing the Registration Form.