These Terms and Conditions outline the rules and regulations for the use of Bsmarter Company Pty Limited’s (‘Bsmarter’) Website. The material on the Website is copyright © 2018, Bsmarter Company Pty Limited and/or other copyright owners.
By accessing this Website, weassume and you are over the age of 18 and you hereby accept these Terms and Conditionsin full. Do not continue to use this Website if you are not 18 or you do notaccept all of the Terms and Conditions stated on this page.
1. Definitions and Interpretation
Client, you and your refers to you, the person accessing this website and accepting the Company’s Terms and Conditions.
Bsmarter, The Company, ourselves, we, our and us, refers to Bsmarter Company Pty Limited (ACN 624 064 179).
Party, Parties, or us, refers to both the Client and ourselves, or either the Clientor ourselves.
Terms and Conditions means these terms and conditions.
User refers to any person accessing this website.
Website refers to this website and all other websites associated with Bsmarter.
Website Services any feature that can be accessed on the Website.
Any use of the above terminology or other words in the singular, plural, capitalisation and/orhe/she or they, are taken as interchangeable and therefore as referring to same.
In this Terms and Conditions unless the context otherwise requires:
(a) words importing any gender include every gender;
(b) words importing the singular number include the plural number and vice versa;
(c) words importing persons include firms, companies and corporations and vice versa;
(d) references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to these Terms and Conditions;
(e) reference in any schedule to theseTerns and Conditions to numbered paragraphs relate to the numbered paragraphs of that schedule;
(f) any obligation on any Party not todo or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
(g) the headings to the clauses and schedules of these Terms and Conditions are not to affect the interpretation;
(h) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bye law made under that enactment; and
(i) the word including (and related forms including includes) shall be understood as meaning including without limitation.
3. Use of material on the Website
(a) Unless otherwise stated, Bsmarter and/or it’s licensors own the intellectual property rights for all material on . Bsmarter. All intellectual property rights are reserved. You may view and/or print pages from the Website for your own personal use subject to restrictions set in theseTerms and Conditions.
(b) Except for the limited use set out in paragraph (c) you may not use the Website, or the material contained on it, for any purpose. This involves:
(i) there production of the material in any material form;
(ii) the distribution of the material in any material form;
(iii) re-transmission of the material by any medium of communication;
(iv) uploading and/or reposting the material to any other site on the WWW;
(v) “framing”the material on the Website with other material on any other WWW site.
The above are unlawful in anyjurisdiction and are specifically prohibited by these Terms and Conditions.
(c) Notwithstanding the above restrictions on use of the material on the Website, you may download material from the Website for your personal non-commercial use provided you do not remove any copyright and trade mark notices contained on the material.
(d) You may not modify or copy:
(i) the layout of the Website; or
(ii) any computer software and code contained in the Website.
(e) The Owner reserves all intellectual property rights, including, but not limited to, copyright in material and/or services provided by it. The material provided on the Website is provided for personal use only and may not be:
personal use only and may not be:
(i) re-sold and/or re-distributed in any material form;
(ii) stored in any storage media; and/or
(iii) re-transmitted in any media, without the prior written consent of Bsmarter.
4. User Comments
Certain parts of this website offer the opportunity for users to post and exchange opinions, information, material and data ('Comments') in areas of the Website. Bsmarter does not screen, edit, publish or review Comments prior to their appearance on the Website and Comments do not reflect the views or opinions of Bsmarter, its agents or affiliates. Comments reflect the view and opinion of the person who posts such view or opinion. To the extent permitted by applicable laws Bsmarter shall not be responsible or liable for the Comments or for any loss cost, liability, damages or expenses caused and or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this Website.
4.2 Removal of Comments
(a) Bsmarter reserves the right to monitor all Comments and to remove any Comments which it considers in its absolute discretion to be inappropriate, offensive or otherwise in breach of these Terms and Conditions.
(b) You warrant and represent that:
(i) You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
(ii) TheComments do not infringe any intellectual property right, including without limitation copyright,
(iii) patentor trademark, or other proprietary right of any third party;
(iv) TheComments do not contain any defamatory, libellous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy
(v) TheComments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
(vi) You hereby grant to Bsmarter a non-exclusive royalty-free license to use, reproduce, edit and authorize others to use, reproduce and edit any of yourComments in any and all forms, formats or media.
5. Hyperlinking to our Content
5.1. Hyperlinking without prior consent
(a) Subject to 5.1(c), the following organisations may link to our Web site without prior written approval:
(i) Government agencies;
(ii) Search engines;
(iii) News organizations;
(iv) Online directory distributors when they list us in the directory may link to our Website in the same
(v) manner as they hyperlink to the Web sites of other listed businesses; and
(vi) Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and
(vii) charity fundraising groups which may not hyperlink to our Web site.
(b) These organizations may link to our home page, to publications or to other Web site information so long as the link:
(i) is not in any way misleading;
(ii) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and
. (iii) fits within the context of the linking party's site.
(c) Bsmarter may, at any time and at its sole discretion, demand organisations referred to in 5.1(a) to remove any hyperlink to Bsmarter’s content.
5.2. Hyperlinking generally
(a) Bsmarter may consider and approve in its sole discretion other link requests from the following types of organisations:
(i) commonly-known consumer and/or business information sources such as Chambers of Commerce,
(ii) dot.com community sites;
(iii) associations or other groups representing charities, including charity giving sites,
(iv) online directory distributors;
(vi) accounting, law and consulting firms whose primary clients are businesses;
(vii) educational institutions and trade associations; and
. (viii) other organisations Bsmarter considers appropriate.
(b) Bsmarter will approve link requests from these organisations if it is determined, in its sole discretion, that:
(i) the link would not reflect unfavourably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link);
(ii) the organisation does not have an unsatisfactory record with us;
(iii) the benefit to us from the visibility associated with the hyperlink outweighs the absence of; and
(iv) where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.
(c) These organizations may link to our home page, to publications or to other Web site information so long as the link:
(i) is not in any way misleading;
(ii) does not falsely imply sponsorship, endorsement or approval of the linking party and it products or services; and
(iii) fits within the context of the linking party's site.
(d) If you are among the organizations listed in paragraph 5.2(c) above and are interested in linking to our website, you must notify us by sending an e-mail to email@example.com. Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of anyURLs from which you intend to link to our Web site, and a list of the URL(s) on our site to which you would like to link.
(e) Approved organizations may hyperlink to our Website as follows:
(i) By use of our corporate name; or
(ii) By use of the uniform resource locator (Web address) being linked to; or
(iii) By use of any other description of our Web site or material being linked to that makes sense within the
(iv) context and format of content on the linking party's site.
(f) No use of Bsmarter’s logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and express written permission, you may not create frames around our Web pages or useother techniques that alter in any way the visual presentation or appearance ofour Web site.
7. Reservation of Rights
We reserve the right at anytime and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these Terms and Conditions and its linking policy at any time. By continuing to link to ourWeb site, you agree to be bound to and abide by these linking Terms and Conditions.
8. Removal of links from our website
If you find any link on ourWeb site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you. Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
(a) We are making the Website available for others to publish information without assuming a duty of care to users. We are not in the business of providing professional advice and gives no warranty, guarantee or representation about the accuracy, reliability or timeliness or otherwise, of the information contained on the Website and/or linked sites on the WWW.
(b) To the full extent permitted by law we disclaim any and all warranties, express or implied, regarding:
(i) the accuracy, reliability, timeliness or otherwise of any information contained or referred to on theWebsite and/or of any linked sites; and
(ii) merchantability or fitness for any particular purpose for any service or product contained or referred to on theWebsite and/or on any linked sites.
(c) We will not be liable under any circumstances for any loss of profits or any damages of any kind recognised bylaw (even if it has been advised of the possibility of such loss of profits or damages) which are the consequence of you:
(i) acting, or failing to act, on any information contained on or referred to on the Website and/or any of the linkedWebsites; and
(ii) using or acquiring, or your inability to use or acquire, any service or product contained or referred to on the Website and/or any linked sites.
(d) We do not warrant guarantee or make any representation that:
(i) the Website, or the server that makes the site available on the WWW are free of software viruses;
(ii) the functions contained in any software contained on the Website will operate uninterrupted or are error-free; and
(iii) errors and defects in the Website will be corrected.
(e) We are not liable to you for:
(i) errors or omissions in the Website, or linked sites on the WWW;
(ii) delays to, interruptions of or cessation of the services provided in the Website, or linked sites; and
(iii) defamatory, offensive or illegal conduct of any user of the Website, whether caused through our negligence, our employees or independent contractors, or through any other cause.
(f) You agree to accept the full cost of any necessary repair, correction and maintenance of any of your computer software or hardware, which may be necessary as a consequence of you accessing the Website.
10. Limitation of liability
The disclaimer in paragraph 10 may not apply to you in jurisdictions in which limitations on or exclusions of warranties or liabilities are not permitted by law. To the full extent permitted by law, our liability for any implied warranty is limited, at our choice of one or more of the following:
(a) If the breach of an implied warranty relates to services:
(i) the supply of the services again; or
(ii) the payment of the cost of having the services supplied again; and
(b) if the breach of an implied warranty relates to goods:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of such goods; or
(iii) the payment of the cost of replacing the goods or acquiring equivalent goods, or having the goods repaired.
11. Use of information gathered
(a) Bsmarter and/or people authorised by it may gather and process the information:
(i) which you may provide when accessing the Website, such as your name, address, e-mail address and other personal information about you; and
(ii) regarding the way in which you use the Website including, without limitation, information acquired through the use of "cookies" programmed during the accessing of the Website.
(b) The Owner may authorise others to offer you goods and services using the information acquired through clause 12(a).
12. Termination of access
We may terminate access to the Website at any timewithout giving any explanation or justification for the termination of access,and Bsmarter has no liability for any costs, losses or damages of any kindarising as a consequence of terminating access to the Website.
13. Alteration of Terms and Conditions
Bsmarter will do all things reasonably necessary to provide you with at least 30 days notice prior to any change to these Terms andConditions. Notwithstanding this, Bsmarter reserves the right to change these Terms and Conditions:
(a) without any notice to you; and
(b) without giving you any explanation or justification for such change.
14. Use of website
14.1. Uploading information
You represent and warrant in relation to any material and/or information you provide to the Website that:
(a) you are authorised to provide the material and/or information;
(b) the material and/or information is not defamatory or a malicious falsehood in relation to any product, service, person or corporation;
(c) the material and/or information is not the “passing off” of any product or service and does not constitute unfair competition;
(d) the material and/or information does not infringe any intellectual property right including, but not limited to, trade marks, service marks or business names (whether registered or unregistered), confidential information and copyright; and
(e) the material and/or information does not infringe any legislation or regulations of the Commonwealth of Australia and the State of New South Wales including, but not limited to, the Competition and Consumer Act 2010 (Cth) and the Fair Trading Act 1987 (NSW) and any other parliament competent to legislate in relation to the Website or any law in any country where the material and/or information is or will be available electronically to users of this Website.
14.2 Licence to use intellectual property
By uploading any material which is intellectual property including, but not limited to, copyrighted works, trade marks and service marks (Intellectual Property) on to the Website, you are granting us a perpetual, non-exclusive and payment-free licence throughout the world to:
(a) reproduce, use and exploit theIntellectual Property, as part of the Website, to the full extent permitted byIntellectual Property law in any jurisdiction in which the Website is available to Users; and
(b) allow us to sub-licence others the same rights granted to us in paragraph 16.2(a) above.
14.3 Removal of information
In relation to any material and/or information included on the Website, we may remove any material and/or information, including but not limited to links to other sites on the WWW, at any time without giving any explanation or justification for removing the material and/or information.
14.4 Permitted Use
(a) We offer this Website and Website Services for your business purposes only and not for personal, household, or consumer use. We make the Website and Website Services available for Users to:
(i) find otherUsers
(ii) connect and speak to other Users;
(iii) engage Users to provide services;
(iv) exchange products or services for other products or services;
(v) make and receive payments through a third-party service provider,
(b) We also offer other Website Services which may be used to obtain, general information and articles. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Website by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or other wise. You should independently verify the accuracy of any content.
15. Limit of liability
Bsmarter and its respective officers, employees and agents have no liability for any costs, losses or damages of any kind, which you may incur, arising whether directly or indirectly. This includes, but not limited to the following:
(a) any User or Users’ activity on theWebsite, including but not limited to:
(i) the sale or exchange of goods or services,
(ii) quality of goods or services exchanged or sold,
(iii) any failure to meet agreed obligations;
(b) in relation to or in connection with any material and/or information supplied in respect of advertising on thisWebsite;
(c) as a consequence of removing any material and/or information from this Website; and
(d) payment of any taxes, levies or Government or State charges. You acknowledge that it is your sole responsibility to pay all taxes, levies and Government and State charges. You warrant that Bsmarter willing no way be responsible or held liable for non-payment of the above taxes and levies relating to your use of the Website or Website Services.
16. Content liability
We shall have no responsibility or liability for any content appearing on your Web site. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Web site or within any context containing content or materials that may be interpreted aslibellous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.
You will at all times indemnify and keep indemnified Bsmarter and its respective officers, employees and agents (Those Indemnified) from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of Those Indemnified arising from any claim, demand, suit, action or proceeding by any person against any ofThose Indemnified where such loss or liability arose out of, in connection with or in respect of:
(a) any breach of these Terms and Conditions by you; and
(b) publication of or distribution of the material and/or information supplied by you.
18. Relevant jurisdiction
(a) If any part of these Terms andConditions is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of these Terms and Conditions and the severed part will not affect the validity and enforceability of any remaining provisions.
(b) These Terms and Conditions takes effect, is governed by, and shall be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.