Website Terms of Use
Your use of the virtualjewellernetwork.com.au website
(VJN Website) owned by Demcourt Pty Ltd ACN 003 768 278 ABN 78 003 768
278.
(We, Our, or Us) is
subject to:
(a)
these Website
Terms of Use (Agreement);
(b)
our VJN
Privacy Policy;
(c)
any
other terms, conditions, notices, or disclaimers displayed on the VJN Website.
(collectively Website
Terms).
We make the VJN Website
available to you on the terms and conditions set out in this Agreement.
You must only use the VJN Website in accordance with this Agreement.
By
using the VJN Website You will be deemed to accept the terms and conditions
contained in this Agreement and agree to be bound by it.
The
VJN Website and the data contained in it are supplied solely for informational
use.
Certain legislation,
including the Competition and
Consumer Act 2010 (Cth) may imply warranties, conditions or
guarantees or impose obligations or remedies which cannot be excluded or
modified. To the extent that such legislation applies, this Agreement
must be read subject to those statutory provisions and nothing in this
Agreement is intended to alter or restrict the operation of those provisions.
(a)
We may
change the Website Terms from time to time by publishing an updated version to
the VJN Website.
(b)
By
continuing to use the VJN Website, You will be deemed to have accepted the
updated Website Terms and agree to be bound by them.
We
may use contact details You provide to Us for the purpose of notifying You
about the features of, the VJN Website and for marketing
purposes. VJN may collect, use and disclose your personal information in
accordance with the VJN Privacy Policy
(a)
We reserve the right to modify, discontinue, or disable all or
part of the VJN Website, on either a permanent or temporary basis, at any
time. We will endeavour to provide You with prior notice of any
modifications by posting on the VJN Website, however You accept it may not
always be possible to provide prior notice.
(b)
Users must not, whether through the use
of additional software or by any other means, data mine or conduct automated
searches on this site or the data contained in it. However, users may download
individual listings for their own private use in the course of the normal use
of this site for assistance purposes.
(c)
We may suspend or terminate Your
access to all or part of the VJN Website at any time if You breach the terms of
this Agreement in Our reasonable opinion.
(a)
You must not post, transmit to or via the VJN Website any
information or content which breaches any laws or regulations, infringes a
third party’s rights or privacy or is offensive or contrary to any relevant
standards or codes, including generally accepted community standards. You
must not permit or enable another person to do any of those things.
(b)
You must not transmit any advertising, promotional materials, or
similar materials without Our express written permission.
(c)
Examples of unlawful, infringing or offensive activity includes, but is not limited
to, content that is:
(i)
false or misleading, abusive, harassing, defamatory, offensive,
humiliating, vulgar, obscene, pornographic, racist, discriminatory, or invasive
of another’s privacy;
(ii)
an infringement of the intellectual property rights of another
party;
(iii)
is not owned by You;
(iv)
may encourage criminal activity;
(v)
contravenes any applicable laws, regulations, codes and
standards;
(vi)
disturbs or damages the VJN Website or its content;
(vii)
damages Us or Our reputation; or
(viii)
otherwise breaches this Agreement.
(d)
We may withdraw or alter any material You provide Us for display
on the VJN Website at our absolute discretion, including, without limitation,
if We:
(i)
reasonably consider it is inappropriate, offensive, misleading
or deceptive, defamatory, incorrect or in any other way a breach of this
Agreement or any law or third party rights; or
(ii)
are instructed to do so by any third party.
You must not transmit to or via the VJN Website any virus or any
other information or material or otherwise use the VJN Website in a way which:
(a)
tampers with, hinders the operation of, or makes unauthorised
modifications to the VJN Website;
(b)
inhibits any other user from using the VJN Website;
(c)
violates the security of the VJN Website or accesses any other
unauthorised areas of the VJN Website.
(a)
The VJN Website contains advertisements and information provided
by third parties. There may be technical inaccuracies, typographical or other
errors, programming bugs or computer viruses in the VJN Website or its
contents.
(b)
To the maximum extent permitted by law, We do not represent or
warrant that the content on the VJN Website is accurate, reliable, suitable or
complete. In particular, although We use reasonable care and skill in
operating the VJN Website, We cannot guarantee that the VJN Website will be
continuously available or virus free.
(c)
The VJN Website is provided ‘as is’, we are under no obligation to
monitor listings, and we are not responsible for any use of information on the
VJN Website or any other third party wish to make available. The information
expressed in listings contributed by third parties are not representations made
by Us, nor do We endorse or necessarily share the information expressed. We
make no representations about the accuracy or suitability of listings. You are
encouraged to make Your own enquiries and seek Your own independent advice
before relying on listings or any other associated third party content.
(d)
Where
any statute implies any term into your use of or any arrangement arising out of
the accessing of this web site and that statute prohibits exclusion of that
term, then that term is included. If and to the extent permitted by the
statute, however, VJN and its contractors’ liability for any breach of such
term is limited to the resupply of services.
(e)
Except as set out below, VJN and its contractors exclude all:
(i)
warranties whether express, implied, statutory or
otherwise, relating in any way to the VJN Website or your use of the VJN
Website; and
(ii)
liability (including for negligence) to you or
anyone else in respect of any loss or damage (including special, indirect or
consequential loss or damage such as loss of revenue, unavailability of systems
or loss of data) arising from or in connection with any use of the information on
or access through this web site for any reason whatsoever (including
negligence).
Except for any terms implied by law (that cannot be excluded) and
Your rights under statutory guarantees provided under consumer protection laws,
We are not liable for damage or loss (including
special, indirect or consequential loss or damage) of any
kind arising in connection with Your or anyone else in respect to any
loss or access to, or use of, or inability to use, the VJN
Website.
You
are liable to Us and agree to indemnify Us against all claims, demands,
damages, costs, penalties and liabilities caused directly or indirectly by Your
acts or omissions or Your breach of this Agreement.
(a)
The VJN Website may contain links to third party websites.
The links are provided for Your convenience only, and do not indicate,
expressly or impliedly, any endorsement by Us of the sites or the information,
products, or services provided at those sites. You access those sites and
use the information made available at those sites, solely at Your own risk.
(b)
VJN and its contractors make no representation about the
accuracy or suitability of the information or links provided on the VJN Website.
The information is provided on an ‘as is’ and ‘as available basis, without
express or implied warranty. You use the information and links at your
own risk. We take no responsibility for the content of Internet sites
that link from the VJN Website.
(a)
The Copyright Act 1968 (Cth) protects materials such as
films, music, books, and computer programs. You break the law if You
download, copy, share or distribute this material, unless You are allowed to do
so by the Act or You have the copyright owner’s permission.
(b)
All copyright and other intellectual property rights subsisting
in the VJN Website and the material on the VJN Websites (including, without
limitation, the software, design, text and graphics, and the selection and
layout of the VJN Website) are owned by or licensed to Us and protected by
copyright under the laws of Australia and other countries.
(c)
You may view the VJN Website and its contents using Your web
browser.
(d)
You may not distribute, reproduce, frame, transmit (including
broadcast), communicate, adapt, distribute, sell, publish, alter, modify or
create derivative works from any content on the VJN Website except as permitted
by statute or with Our written consent.
You must not obscure, remove, mask or replace any attribution
statements or copyright notices or logos which are embedded in any information
provided to you.
To the extent that any terms of this Agreement are inconsistent
with any other terms displayed on individual pages of the VJN Website (other terms), the other terms will
govern to the extent of the inconsistency only.
If We do not act in relation to a breach of this Agreement by
You, We do not waive any rights to act in relation to that breach or any later
breach by You.
Any personal information collected by Us through the VJN Website
will be handled in accordance with our Privacy Policy.
If any provision of this Agreement is invalid or unenforceable
in a jurisdiction, the provision should be read down or severed in that
jurisdiction to the extent of the invalidity or unenforceability. It will not
affect the validity or enforceability of that provision in another jurisdiction
or the remaining provisions.
(a)
This Agreement are governed by the laws in force in Queensland,
Australia.
(b)
You and We submit to the non-exclusive jurisdiction of the
courts of Queensland and waive, without limitation, any claim or objection
based on absence of jurisdiction or inconvenient forum.
Customer Terms of Use
Welcome to VJN, an online specialist
jewellery networking platform for Australasian jewellers, suppliers &
Industry Associations. These Customer Terms are intended to explain our
obligations as a service provider and Your obligations as a customer. Please
read them carefully.
These Customer Terms are binding on any use
of the Service and apply to You from the time that VJN provides You with access
to the Service.
The VJN Service will evolve over time based
on user feedback. These Terms are not intended to answer every question or
address every issue raised by the use of the VJN Service. VJN reserves the
right to change these terms at any time, effective upon the posting of modified
terms and VJN will make every effort to communicate these changes via the VJN Website.
It is likely theses Customer Terms will
change over time. It is Your obligation to ensure that You have read,
understood and agree to the most recent terms available on the VJN Website.
By registering to use the Service you
acknowledge that You have read and understood these Customer Terms and have the
authority to act on behalf of any person for whom You are using the Service.
You are deemed to have agreed to these Customer Terms on behalf of any entity
for whom you use the Service.
"Customer Terms" means these Customer Terms of
Use.
"Credits" means the credits (excluding any
taxes and duties) payable by You in accordance with the Fee Schedule.
"Confidential Information" includes all information exchanged
between the parties to these Customer Terms , whether in writing,
electronically or orally, including the Service but does not include
information which is, or becomes, publicly available other than through
unauthorised disclosure by the other party.
"Data" means any data inputted by You or
with Your authority into the VJN Website.
"Fee Schedule" means the information relating to
billing set out on the VJN billing pages on the VJN Website, or any other
page(s) on the VJN Website notified by VJN, which may be updated or amended by VJN
from time to time.
"Intellectual Property Right" means any patent, trade mark,
service mark, copyright, moral right, right in a design, know-how and any other
intellectual or industrial property rights, anywhere in the world whether or
not registered.
"Service" means the online jewellery networking
platform for Australasian jewellers, suppliers & Industry Associations made
available (as may be changed or updated from time to time by VJN) via the VJN Website.
"VJN Website" means the Internet site at the
domain www.virtualjewellernetwork.com.au or any other site operated
by VJN.
"VJN" means Demcourt Pty Ltd ta’s Virtual Jeweller
Network.
"Invited User" means any person or entity, other
than the Subscriber, that uses the Service with the authorisation of the
Subscriber from time to time.
"Subscriber" means the person who registers to
use the Service, and, where the context permits, includes any entity on whose
behalf that person registers to use the Service.
"You" means the Subscriber, and where the context
permits, an Invited User. "Your" has a corresponding meaning.
VJN grants You the right to access and use
the Service via the VJN Website with the particular user roles available to You
according to Your subscription type. This right is non-exclusive,
non-transferable, and limited by and subject to these Customer Terms. You
acknowledge and agree that, subject to any applicable written agreement between
the Subscriber and the Invited Users, or any other applicable laws:
(a)
the Subscriber determines who is an
Invited User and what level of user role access to the relevant organization
and Service that Invited User has;
(b)
the Subscriber is responsible for all Invited Users’ use of the Service;
(c)
the Subscriber controls each Invited User’s level of access to the
relevant organization and Service at all times and can revoke or change an
Invited User’s access, or level of access, at any time and for any reason, in
which case that person or entity will cease to be an Invited User or shall have
that different level of access, as the case may be;
(d)
if there is any dispute between a Subscriber and an Invited User
regarding access to any organization or Service, the Subscriber shall decide
what access or level of access to the relevant Data or Service that Invited
User shall have, if any.
(a)
You are a jewellery business, industry
association or work within the jewellery industry Only of Australia including
its Territories and New Zealand .
(b)
You lawfully provide the products and/or
services you advertise, you provide them from or in the advertised location,
and you meet any eligibility criteria that may apply to your product.
(c)
You either own all Intellectual Property
rights in any content you provide to us, or have obtained consent from the
owner of those rights to allow us to collect and use any content you provide
us. You indemnify
VJN against any and all legal fees, damages and other expenses that may be
incurred by VJN as a result of a breach
of this warranty.
(d)
Nothing in your content, in your products, or
your use of those products contravenes any laws, or incites breaches of any
law, regulation, industry code, or guideline; infringes the rights of any third
parties; breaches any of your contracts, your obligations to any third party,
our privacy policy or is inappropriate, defamatory, unsuitable for minors,
misleading or deceptive (or likely to be), promotes criminal activity.
(e)
Your content is free of “worms”, “viruses” and
other disabling devices.
(f)
You will not:
(i)
attempt to undermine the security or integrity of VJN's computing
systems or networks or, where the Services are hosted by a third party, that
third party's computing systems and networks;
(ii)
use, or misuse, the Services in any way which may impair the
functionality of the Services or VJN Website, or other systems used to deliver
the Services or impair the ability of any other user to use the Services or VJN
Website;
(iii)
attempt to gain unauthorized access to any materials other than those to
which You have been given express permission to access or to the computer
system on which the Services are hosted;
(iv)
not transmit, or input into the VJN Website, any: files that may damage
any other person's computing devices or software, content that may be
offensive, or material or Data in violation of any law (including Data or other
material protected by copyright or trade secrets which You do not have the
right to use); and not attempt to modify, copy, adapt, reproduce, disassemble, decompile or
reverse engineer any computer programs used to deliver the Services or to
operate the VJN Website except as is strictly necessary to use either of them
for normal operation;
(v)
not use the VJN Website of any VJN service for any purpose that is prohibited
by that is illegal or unlawful;
(vi)
use the VJN Website to offend others (which shall be judged in the
absolute opinion of VJN);
(vii)
publish, or in any way distribute or disseminate any information which
is unlawful, obscene, defamatory, offensive or inappropriate (which shall be
judged in the absolute opinion of VJN);
(viii)
engage in, encourage participation or promote any contests, pyramid
schemes, surveys, chain letters, spamming or unsolicited emailing through the VJN
Website;
(ix)
use automated scripting tools or software;
(x)
make available, using the VJN Website, any material you do not have a
right to make available including any law or which contains viruses, or other
computer codes, files or programs designed to interfere with the functioning of
other software or hardware; or breach any laws or regulations applicable to
your use of the website;
(i)
copy, modify, or distribute any other
person’s content without their consent;
(ii)
use any robot spider, scraper or other
automated means to access the Services and collect content for any purpose
without our express written permission;
(iii)
harvest or otherwise collect information
about others, including email addresses, without their consent;
VJN reserves the right to accept or decline
any organisation or individual regardless of whether an account has been
created by You.
(a)
These Customer Terms applies in addition to, and should be read in
conjunction with, VJN’s Website Terms of Use, which are incorporated in these
Customer Terms by reference to the extent applicable and which govern matters
in relation to your dealings with VJN, including limitations on liability,
indemnification, intellectual property, and governing law.
(b)
You acknowledge and agree that all access including by Invited Users to
VJN’s services will be subject to VJN’s then current Website Terms of Use.
(c)
In the event of any inconsistency between these Customer Terms and VJN’s Website Terms of Use these Customer
Terms will take priority.
(a)
To accommodate things like
new products, changes in technology and category popularity, we may make
changes to any page or other means of displaying a product, including the size
and presentation (such as format, design, placement, order and position); and headings
or categories, including the availability of products in certain headings or categories.
(b)
Search criteria and
algorithm changes which means we have to make changes to algorithms and search
criteria from time to time. VJN does not guarantee a particular or consistent
position or ranking of your advertising.
An invoice for the Credit Fee will be issued
in accordance with the details set out in the Fee Schedule.
All VJN invoices will be sent to You, or to
a Billing Contact whose details are provided by You. Payment of all amounts
specified in an invoice must be paid in accordance with the Fee Schedule. You
are responsible for payment of all taxes and duties in addition to the Credit
Fee.
You must only use the Service and VJN Website
for Your own lawful internal business purposes, in accordance with these
Customer Terms and any notice sent by VJN or condition posted on the VJN Website.
You may use the Service and VJN Website on behalf of others or in order to
provide services to others but if You do so you must ensure that You are
authorized to do so and that all persons for whom or to whom services are
provided comply with and accept all terms of these Customer Terms that apply to
You.
7.3
Access conditions
You must
ensure that all usernames and passwords required to access the Service are kept
secure and confidential. You must immediately notify VJN of any unauthorized
use of Your passwords or any other breach of security and VJN will reset Your
password and You must take all other actions that VJN reasonably deems
necessary to maintain or enhance the security of VJN's computing systems and
networks and Your access to the Services.
7.4 Content
(a)
We may gather content that consumers would find relevant from Your
website and display it in your product. Content means any information or
material, including business name, trade name, trade mark, design, logo,
photograph, illustration, graphic, artwork, text, URL, video, or other
material.
(b)
You’re responsible for making sure your content is accurate.
(c)
We may reject, remove or change any content in a product:
(i)
if you breach your guarantees in clause 3;
(ii)
if we reasonably believe that your content will breach these Customer
Terms;
(iii)
contravene any law; or
(iv)
infringe rights of third parties or is inappropriate or defamatory;
A.
a regulatory body or law enforcement agency directs us to do so; or
B.
as otherwise permitted under these Customer Terms.
(a)
As a condition of these Customer Terms, if You use any communication
tools available through the VJN Website (such as any forum, message cent or 3rd
party application), You agree only to use such communication tools for lawful
and legitimate purposes. You must not use any such communication tool for posting
or disseminating any material unrelated to the use of the Services, including
(but not limited to):unsolicited commercial e-mail, files that may damage any
other person's computing devices or software, content that may be offensive to
any other users of the Services or the VJN Website, or material in violation of
any law (including material that is protected by copyright or trade secrets
which You do not have the right to use).
(b)
When You make any communication on the VJN Website, You represent that
You are permitted to make such communication. VJN is under no obligation to
ensure that the communications on the VJN Website are legitimate or that they
are related only to the use of the Services. You must exercise caution when
using the communication tools available on the VJN Website. However, VJN does
reserve the right to remove any communication at any time in its sole
discretion.
(c)
VJN has no obligation to monitor your or
anyone else’s use of the VJN Website. However, VJN reserves the right at all times to monitor,
retain and disclose any information as necessary to satisfy any applicable law,
regulation, legal process or governmental request.
You agree to indemnify VJN and its
affiliates and our and their respective officers, directors, agents and
employees (each an “Indemnified Party”), against any and all claims, costs,
damages and/or loss that VJN may sustain or incur, as a result of
any claim by a third party, including your clients and any VJN
users, arising from your acts or omissions including, but not limited
to, your provision of products or services, your breach of these Customer
Terms.
10.1 Confidentiality
(a)
Unless the relevant party has the prior written consent of the other or
unless required to do so by law:
(i) Each party will preserve the
confidentiality of all Confidential Information of the other obtained in
connection with these Customer Terms. Neither party will, without the prior
written consent of the other, disclose or make any Confidential Information available
to any person, or use the same for its own benefit, other than as contemplated
by these Terms.
(ii) Each party's obligations under
this clause will survive termination of these Customer Terms.
(b) The provisions of clauses 10.1(a) shall not apply to any information which:
(i)
is or becomes public knowledge other than by a breach of this clause;
(ii)
is received from a third party who lawfully acquired it and who is under
no obligation restricting its disclosure;
(iii)
is in the possession of the receiving party without restriction in
relation to disclosure before the date of receipt from the disclosing party; or
(iv)
is independently developed without access to the Confidential
Information.
10.2 Privacy
VJN maintains a privacy policy that sets out
the parties’ obligations in respect of personal information. You will be taken
to have accepted that policy when You accept these Customer Terms.
11.1 General
(a)
Title to, and all Intellectual Property Rights in the Services, the VJN Website
and any documentation relating to the Services remain the property of VJN (or
its licensors).
(b)
Solely to enable VJN to use the
information you supply us with, so that we are not violating any rights you
have in that information, you agree to grant us a non-exclusive, worldwide, irrevocable,
perpetual, fee-free right to exercise the copyright and other intellectual
property rights you have in that information in any format (including, but not
limited to, any text, photographs, graphics, video or audio). You agree that
VJN can use that content in any way, now
and in the future. VJN also reserves the
right not to use the content that you submit.
11.2 Ownership
of Data
Title to, and all Intellectual Property
Rights in, the Data remain Your property. However, Your access to the Data is
contingent on full payment of the VJN Credit Fee when due. You grant VJN a
licence to use, copy, transmit, store, and back-up Your information and Data
for the purposes of enabling You to access and use the Services and for any
other purpose related to provision of services to You.
11.3 Backup
of Data
You must maintain copies of all Data
inputted into the Service. VJN does not make any guarantees that there will be
no loss of Data. VJN expressly excludes liability for any loss of Data no
matter how caused.
11.4 Third-party
applications and your Data
If You enable third-party applications for
use in conjunction with the Services, You acknowledge that VJN may allow the
providers of those third-party applications to access Your Data as required for
the interoperation of such third-party applications with the Services. VJN
shall not be responsible for any disclosure, modification or deletion of Your
Data resulting from any such access by third-party application providers.
12.1 Authority
You warrant that where You have registered
to use the Service on behalf of another person, You have the authority to agree
to these Terms on behalf of that person and agree that by registering to use
the Service You bind the person on whose behalf You act to the performance of
any and all obligations that You become subject to by virtue of these Terms,
without limiting Your own personal obligations under these Customer Terms.
12.2 Acknowledgement
(a)
The provision of, access to, and use of, the Services is on an "as
is " basis and at Your own risk.
(b)
VJN does not warrant that the use of the Service will be uninterrupted
or error free. Among other things, the operation and availability of the
systems used for accessing the Service, including public telephone services,
computer networks and the Internet, can be unpredictable and may from time to
time interfere with or prevent access to the Services. VJN is not in any way
responsible for any such interference or prevention of Your access or use of
the Services.
(c)
It is Your sole responsibility to determine that the Services meet the
needs of Your business and are suitable for the purposes for which they are
used.
(d)
You remain solely responsible for complying with all applicable
accounting, tax and other laws. It is Your responsibility to check that storage
of and access to your Data via the Software and the VJN Website will comply
with laws applicable to you (including any laws requiring you to retain
records).
(e)
You acknowledge that:
(i)
You are authorized to use the Services and the VJN Website and to access
the information and Data that You input into the VJN Website, including any
information or Data input into the VJN Website by any person you have
authorized to use the Service.
(ii)
You are also authorized to access
the processed information and Data that is made available to You through Your
use of the VJN Website and the Services (whether that information and Data is
Your own or that of anyone else).
(iii)
VJN has no responsibility to any person other than You and nothing in this
Customer Terms confers, or purports to
confer, a benefit on any person other than You. If You use the Services or
access the Website on behalf of or for the benefit of anyone other than
yourself (whether a body corporate or otherwise) you agree that:
A.
You are responsible for ensuring that You have the right to do so;
B.
You are responsible for authorizing any person who is given access to
information or Data, and you agree that VJN has no obligation to provide any
person access to such information or Data without Your authorization and may
refer any requests for information to You to address; and
C.
You will indemnify VJN against any claims or loss relating to:
1.
VJN's refusal to provide any person access to Your information or Data
in accordance with these Customer Terms,
2.
VJN’s making available information or Data to any person with Your
authorization.
12.3 No
warranties
VJN gives no warranty about the Services.
Without limiting the foregoing, VJN does not warrant that the Services will
meet Your requirements or that it will be suitable for any particular purpose.
To avoid doubt, all implied conditions or warranties are excluded in so far as
is permitted by law, including (without limitation) warranties of
merchantability, fitness for purpose, title and non-infringement.
12.4 Consumer
guarantees
You warrant and represent that You are
acquiring the right to access and use the Services for the purposes of a
business and that, to the maximum extent permitted by law, any statutory
consumer guarantees or legislation intended to protect non-business consumers
in any jurisdiction does not apply to the supply of the Services, the VJN Website
or these Customer Terms.
(a)
To the maximum extent permitted by law, VJN excludes all liability and
responsibility to You (or any other person) in contract, tort (including
negligence), or otherwise, for any loss (including loss of information, Data,
profits and savings) or damage resulting, directly or indirectly, from any use
of, or reliance on, the Service or VJN Website.
(b)
To the maximum extent permitted by law, VJN disclaim all warranties,
representations and conditions, express or implied, including those of
merchantable quality, durability, fitness for a particular purpose and those
arising by statute. To the extent legally permitted, we are not liable for any
loss, whether of money (including profit), goodwill, or reputation, or any
special, indirect, or consequential damages arising out of your use of the
Services, even if you advise us or we could reasonably foresee the possibility
of any such damage occurring.
(c)
If You suffer loss or damage as a result of VJN's negligence or failure
to comply with these Customer Terms, any claim by You against VJN arising from VJN's
negligence or failure will be limited in respect of any one incident, or series
of connected incidents, to the Credit Fees paid by You in the previous 6
months.
14.1 Trial
policy
When You first sign up for access to the
Services You can evaluate the Services with no obligation to continue to use
the Services. If You choose to continue using the Services thereafter, You will
be billed when You first add Your billing details into the Services, as set out
in more detail in the Fee Schedule. If You choose not to continue using the
Services, you can contact the Administrator to deactivate and/or delete the
account.
14.2 Prepaid Credits
VJN will not provide any refund for any
remaining prepaid period for a prepaid Credit Fee.
14.3 Termination of User’s Account with VJN
VJN may at its discretion terminate your use
or, or access to, the VJN Website at any time. If this happens we may notify
you by email. If your use of the VJN website is terminated:
(a)
you are no longer authorised to access the VJN Website or use any other VJN
services with the email address you used
to register with the site or any other email address you possess;
(b)
you will continue to be subject to and bound by all restrictions imposed
on you by the Customer Terms; and
(a)
all licences granted by you and all disclaimers by VJN and limitations of VJN ’s liability set out in
these Customer Terms or elsewhere on the VJN Website will survive.
14.4 Breach
If You:
(a)
breach any of these Customer Terms and do not remedy the breach within
14 days after receiving notice of the breach if the breach is capable of being
remedied;
(b)
breach any of these Customer Terms and the breach is not capable of
being remedied or any payment of Credit Fees that are not paid in full in
accordance with the requirements set out in the Fee Schedule); or
(c)
You or Your business become insolvent or Your business goes into
liquidation or has a receiver or manager appointed of any of its assets or if
You become insolvent, or make any arrangement with Your creditors, or become
subject to any similar insolvency event in any jurisdiction,
VJN may take any or all of the
following actions, at its sole discretion:
(i)
terminate these Customer Terms and Your use of the Services and the VJN Website;
(ii)
suspend for any definite or indefinite period of time, Your use of the
Services and the VJN Website;
(iii)
suspend or terminate access to all or any Data.
For the avoidance of doubt, if payment of
any invoice for Credits due is not made in accordance with the requirements set
out in the Fee Schedule, VJN may: suspend or terminate Your use of the Service,
the authority for all or any of Your Organizations to use the Service, or Your
rights of access to all or any Data.
14.5 Accrued Rights
Termination of these Customer Terms is
without prejudice to any rights and obligations of the parties accrued up to
and including the date of termination. On termination of these Customer Terms You
will:
(a)
remain liable for any accrued charges and amounts which become due for
payment before or after termination; and
(b)
immediately cease to use the Services and the VJN Website.
15.1 Technical
Problems
In the case of technical problems, You must
make all reasonable efforts to investigate and diagnose problems before
contacting VJN. If You still need technical help, please check the support
provided online by VJN on the VJN Website or failing that email us at support@virtualjewellernetwork.com
15.2 Service
availability
(a)
Whilst VJN intends that the Services should be available 24 hours a day,
seven days a week, it is possible that on occasions the Services or VJN Website
may be unavailable to permit maintenance or other development activity to take
place.
(b)
If for any reason VJN has to interrupt the Services for longer periods
than VJN would normally expect, VJN will use reasonable endeavours to publish
in advance details of such activity on the VJN Website.
16.1 Entire
agreement
these Customer Terms, together with the VJN
Privacy Policy and the terms of any other notices or instructions given to You
under these Customer Terms, supersede and extinguish all prior agreements,
representations (whether oral or written), and understandings and constitute
the entire agreement between You and VJN relating to the Services and the other
matters dealt with in these Customer Terms.
16.2 Waiver
If either party waives any breach of these
Customer Terms, this will not constitute a waiver of any other breach. No
waiver will be effective unless made in writing.
16.3 Delays
Neither party will be liable for any delay
or failure in performance of its obligations under these Customer Terms if the
delay or failure is due to any cause outside its reasonable control. This
clause does not apply to any obligation to pay money.
16.4 No
Assignment
You may not assign or transfer any rights to
any other person without VJN's prior written consent.
No agency, partnership, joint venture or
employment is created between VJN and you as a result of these Customer Terms.
You are not authorised to create any obligation, express or implied, on behalf
of VJN.
16.7 Severability
If any provision of these Customer Terms is
invalid or unenforceable in a jurisdiction, the provision should be read down
or severed in that jurisdiction to the extent of the invalidity or
unenforceability. It will not affect the validity or enforceability of that
provision in another jurisdiction or the remaining provisions.
16.8 Notices
Any notice given under these Customer Terms
by either party to the other must be in writing by email and will be deemed to
have been given on transmission. Notices to VJN must be sent to support@virtualjewellernetwork.com
or to any other email address notified by email to You by VJN. Notices to You
will be sent to the email address which You provided when setting up Your
access to the Service.
16.9 Rights
of Third Parties
A person who is not a party to these Customer
Terms has no right to benefit under or to enforce any term of these Customer Terms.
16.10 Governing Law
(a)
These Customer Terms are governed by the laws in force in Queensland,
Australia.
(b)
You and We submit to the non-exclusive jurisdiction of the courts of
Queensland and waive, without limitation, any claim or objection based on
absence of jurisdiction or inconvenient forum.
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