1. Definitions & interpretation
1.1 In this agreement, unless otherwise indicated, these terms mean:
“agreement” means the agreement comprising this document, a service proposal and policies
“business day” means a day other than a Saturday, Sunday, bank holiday or public holiday in the state or territory the laws of which apply to this document
“delegate” means all persons and corporations attending or involved in any way in an event
“event” means a conference or any other event published by you on RegoDirect
“party” means a person defined at the beginning of this agreement as a party. Where a person is a party in the capacity of a guarantor only, unless the context otherwise indicates, this agreement does not create rights and obligations otherwise than as a guarantor
“policies” means our policies on various issues relating to our services and terms of trade published from time to time on RegoDirect. They include our privacy policy which imposes privacy obligations on you as a user of RegoDirect.
“RegoDirect” means our website located at URL, www.regodirectv2.com.au
“service” means the integrated portal to enable you to design, construct and manage your own on-line event registration facility on RegoDirect as modified by us from time to time
“service proposal” means the document (which may include a formal document, letter, email or similar) provided by us to you particularising the terms on which the service shall be licensed to you (which may be for a single event, multiple events, a term or any other basis) our fees and charges and any other terms and conditions.
1.2 The following rules of interpretation apply unless the context requires otherwise:
(a) the singular includes the plural and conversely;
(b) a gender includes all genders;
(c) the reference to “person” includes a corporation.
2. Formation of Agreement
2.1 This agreement describes the terms and conditions that govern your use of our service at RegoDirect. The agreement comprises:
(a) the service proposal;
(b) this document; and
(c) policies (which change from time to time) published on RegoDirect.
2.2 Each time you use our service, you confirm your agreement to be bound by the service proposal, this document and the terms of our policies at the date you use our service. We will ask you to sign and return a copy or otherwise acknowledge the terms of the service proposal. However, if you do not sign a copy or otherwise acknowledge the terms of the service proposal, you agree with the terms of the service proposal at the time you first use our service for that event.
2.3 A service proposal may contain conditions that vary or supplement this document, in which case, to the extent of any inconsistency, the terms of the service proposal shall prevail.
2.4 No agency, partnership or similar relationship is intended to be created by this agreement. In particular, you have no authority to bind us in any way.
3. Service
3.1 The service we provide is an integrated portal to enable you to design, construct and manage your own on-line event registration facility for use by you and delegates. It may provide a link to your nominated payments gateway. We are not involved in the transactions between you and delegates, you and your nominated payments gateway, nor delegates and your nominated payments gateway.
3.2 We provide the service on an “as is” basis. To the extent permitted by law, we disclaim any implied warranties of fitness for a particular purpose.
3.3 We do not guarantee continuous, uninterrupted or secure access to RegoDirect. The operation of RegoDirect may be interfered with by numerous factors outside of our control. To the extent that such factors are outside of our control, we shall not be liable for any loss to you.
3.4 This agreement shall remain in effect until completion of the event referred to in a service proposal.
3.5 We reserve the right to decline to provide a proposal to you for any particular event in our absolute discretion.
4. Use of service
4.1 The right to use the service is personal to you. You may use the service on behalf of clients as a professional conference organiser; however, you agree not to permit any other person to use the RegoDirect administrator access facilities provided to you.
4.2 You agree that your information published on RegoDirect will not in any way, be potentially or actually harmful to us or any third party where “harm” includes economic and non-economic loss. Your published information must not:
(a) be false, inaccurate, misleading or deceptive;
(b) be fraudulent;
(c) violate any law including laws relating to consumer protection, unfair competition, anti-discrimination and trade practices;
(d) be defamatory, threatening or harassing;
(e) be obscene or contain any material that, in our absolute discretion, is in any way inappropriate or unlawful;
(f) contain content that is prohibited or that, in our sole and absolute discretion, may be prohibited content for the purposes of the Broadcasting Services Act 1992 (Cth);
(g) contain malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of RegoDirect;
(h) create liability for us or cause us to lose the services of our ISPs or other suppliers;
(i) link directly or indirectly to or include goods or services that are prohibited under this agreement.
5. Payments
5.1 You agree to make all payments due under this agreement within 14 days of the date we issue a tax invoice to you.
5.2 You agree to pay interest on overdue amounts at the cash rate published by the Reserve Bank of Australia from time to time, plus 4%, calculated daily from the due date until the payment date.
6. Delegate payments
You acknowledge that before offering delegates an on-line payment facility; you are required to establish an agreement with an on-line payment gateway service approved by us. You acknowledge RegoDirect transfers delegates to your nominated payment gateway to conduct the payment transaction. We are not otherwise involved in the transactions involving your nominated on-line payment gateway service provider.
7. Liability limit
7.1 To the extent permitted by law, in no event shall we or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with RegoDirect, our service or this agreement (however arising, including negligence). You agree to accept sole responsibility for the legality of your actions under the laws which apply to you. You agree that we have no responsibility for the legality of your actions.
7.2 To the extent permitted by law, our liability to you or any third parties in any circumstances is limited to the greater of:
(a) the amount of fees you pay to us for the event; or
(b) $1,000.00.
8. Indemnity
8.1 You indemnify us against any and all loss, damage, or liability incurred or suffered (including legal fees and costs on a solicitor and own client basis) if we become liable to pay damages arising out of or as a consequence of or incidental to:
(a) the non-performance by you of your obligations and duties under this agreement;
(b) your obligations to any of your clients or delegates; or
(c) the non-performance by you or your nominated on-line payment gateway service provider of the obligations and duties to be performed under an on-line payment gateway service agreement or as an incidence of that service provider and client relationship generally.
9. Intellectual property
9.1 You agree to only upload to and publish on RegoDirect copyright works, trade marks and confidential information owned by you or in respect of which you have a licence authorising use in that manner for the duration of the publication. You agree if requested by us, to provide confirmation of such ownership or licence.
9.2 Solely to enable us to use the information you supply to us, so that we are not violating any rights you may have in that information, you agree to grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty free right to use the copyright work, trade marks and confidential information on RegoDirect.
9.3 You agree that you will not copy, reproduce, alter, modify, and create derivative works or publicly display any content (except your information) from RegoDirect without our prior permission.
10. Breach and termination
10.1 We may terminate this agreement by written notice effectively immediately in the event you commit any act of bankruptcy (as defined by the Bankruptcy Act 1996 (Cth)), make a scheme of arrangement with creditors, are placed in receivership, liquidation, administration or any form of insolvency administration.
10.2 We may terminate this agreement where:
(a) you have breached a provision of this agreement; and
(b) we have given you written notice requiring rectification of the breach; and
(c) you have failed to rectify the breach within a reasonable period to our satisfaction.
10.3 On termination of this agreement, we shall provide to you a copy of all information stored on RegoDirect relevant to the event.
11. Notices
11.1 Method of giving notices
A notice, consent, approval or other communication (each a “notice”) under this document must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is given and:
(a) sent by pre-paid mail to that person’s postal address;
(b) transmitted by facsimile to that person’s facsimile number; or
(c) sent by electronic mail to that person’s email address.
11.2 Time of receipt
A notice given to a person in accordance with the clause is treated as having been given and received:
(a) If sent by pre-paid mail, on the third business day after posting;
(b) If transmitted by facsimile to a person’s facsimile number and a correct and complete transmission report is received, on the day of transmission if a business day, otherwise on the next business day; or
(c) If sent by electronic mail and the sender does not receive a message from its internet service provider or the recipient’s mail server indicating that it has not been successfully transmitted, on the day of sending if a business day, otherwise on the next business day.
12. General
12.1 Amendment
This agreement may only be amended or supplemented in writing, signed by the parties.
12.2 Waiver
The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
12.3 Liability of parties
If two or more persons are included within the same defined term in this agreement:
(a) a liability of those persons under this agreement is a joint liability of all of them and a several liability of each of them;
(b) a right given to those parties under this agreement is a right given severally to each of them; and
(c) a representation, warranty or undertaking made by each of them is made by each of them in respect of itself.
12.4 Entire agreement
This agreement is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in this agreement. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this agreement.
12.5 Severability
Any provision in this agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of that invalidity or unenforceability, without affecting the validity or enforceability of that provision in any other jurisdiction.
12.6 Assignment
The rights under this agreement are personal to you. You may not transfer or assign your rights to a third party without our prior written consent.
12.7 Counterparts
This agreement may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.
12.8 Attorneys
Each attorney who executes this agreement on behalf of a party declares the attorney has no notice of the revocation or suspension of the power of attorney by the grantor or in any manner of the power of attorney under the authority of which the attorney executes this agreement and has no notice of the death of the grantor.
12.9 Confidentiality
Each party must treat the existence and terms of this agreement confidentially.
12.10 GST
(a) If a party makes a taxable supply to another party under or in connection with this agreement, then (unless the consideration is expressly stated to be inclusive of GST) the consideration for that supply is exclusive of GST, and in addition to paying or providing that consideration the recipient must:
(i) pay to the supplier an amount equal to any GST for which the supplier is liable on that supply, without deduction or set-off of any other amount; and
(ii) make that payment as and when the consideration or part of it must be paid or provided, except that the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) for that supply.
(b) If a party provides payment for or any satisfaction of a claim or a right to claim under or in connection with this agreement (for example, for a breach of any warranty or for reimbursement of any expense) that gives rise to a liability for GST, the provider must pay, and indemnify the claimant against, the amount of that GST.
(c) If a party has a claim under or in connection with this agreement for a cost on which that party must pay an amount for GST, the claim is for the cost plus all amounts for GST (except any amount for GST for which that party is entitled to an input tax credit).
(d) If a party has a claim under or in connection with this agreement whose amount depends on actual or estimated revenue or which is for a loss of revenue, revenue must be calculated without including any amount received or receivable as reimbursement for GST (whether that amount is separate or included as part of a larger amount).
13. Law and jurisdiction
13.1 Governing law
This agreement is governed by the law in force in New South Wales.
13.2 Submission to jurisdiction
The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts which may hear appeals from those courts in respect of any proceedings in connection with this agreement.