Website Terms of Use

Welcome to Axient! Please read this document carefully. It sets out legally binding provisions that regulate your use of our website at www.axient.com.au (our Website).

Operative Provisions

1. Acceptance and modification of these Terms of Use

1.1. You may only access, browse and use our Website if you accept these Terms of Use. By accessing, browsing and using our website, you will be deemed to have confirmed that you have read and understand, and wholly and unconditionally agree to be legally bound by, and accept, these Terms of Use and any information linked to from these Terms of Use (including our Privacy Policy).

1.2. We may modify and/or replace these Terms of Use and any information linked to from these Terms of Use (including our Privacy Policy) from time to time without notice.

1.3. If you do not wish to accept these Terms of Use, you must not and cannot use the Website or any part of it.

2. Availability of Website

2.1. We do not represent that the Website will be available on an uninterrupted or error-free basis. We may take down the Website from time to time.

2.2. You agree and acknowledge that the accessibility and use of the Website is highly dependent on the proper function of the Internet and any other computer and telecommunications networks and infrastructure upon which the Website operates, interfaces with or connects to, and that we are not responsible for any non-performance of the Website associated with any of those matters.

3. Website usage restrictions

3.1. You may not make any use of the Website except as expressly permitted by these Terms of Use and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with our Intellectual Property Rights in the Website. Without limiting the foregoing provisions, you must not, under any circumstances, sell or resell access to the Website or scrape, republish, mirror or otherwise rent, lend, lease, sell, redistribute, license, sublicense, copy or duplicate the Website or any content you obtain via the Website. In addition, you must not, nor may you permit any person to:

(a) copy, alter, modify, adapt, reproduce, republish, frame, translate, reverse assemble, reverse engineer, reverse compile, transfer, sell, license, create derivative works from or enhance the Website and/or any content in the Website (except as expressly permitted by the Copyright Act 1968 (Cth));

(b) do any act that would or might invalidate or be inconsistent with our Intellectual Property Rights or those of our licensors;

(c) use the Website in any way that infringes our rights or the rights of any third party;

(d) use the Website to create any product or service that competes with the Website; or

(e) take any steps to circumvent any technological protection measure or security measures in the Website.

3.2. You must not use the Website or any part of the Website in any way which is in breach of any statute, regulation, law or legal right of any person.

3.3. You must not use the Website or any part of the Website in breach of these Terms of Use.

4. Acceptable Use Policy

4.1. You agree that using the Website in the following manner, is strictly prohibited:

(a) violating all or any legal rights of any person or company or other entity in any jurisdiction;

(b) using the Website in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy and whether such violation is by way of the installation or distribution of “pirated” software or otherwise, is strictly prohibited by these Terms of Use;

(c) introducing malicious programs into our network or servers (e.g., viruses, worms, Trojan horses, e-mail bombs);

(d) using the Website to make fraudulent offers of goods or services or to commit any crimes;

(e) carrying out security breaches or disruptions of network communication;

(f) executing any form of network monitoring which will intercept data not intended for you;

(g) circumventing user authentication or security of any of our hosts, networks or accounts or those of our customers or suppliers;

(h) using the Website to interfere with or deny service to anyone;

(i) using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any person’s use of the Website;

(j) using the Website to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; and

(k) using the Website to breach any applicable law of any applicable jurisdiction (including any privacy and data protection law).

5. Intellectual Property Rights

5.1. You agree and acknowledge that these Terms of Use do not transfer or assign any Intellectual Property Rights to you.

5.2. As between you and us, we own all Intellectual Property Rights in the Website.

5.3. You have no rights in the Website or in any part of it or in any modification or enhancement thereof, other than the rights temporarily granted to you pursuant to these Terms of Use.

5.4. You hereby assign to us all and any Intellectual Property Rights to us in all and any comments in connection with Website and any requests for new Website features (each, an Improvement Suggestion). The assignment pursuant to this clause includes an assignment of future copyright pursuant to section 197 of the Copyright Act 1968 (Cth) and in equity.

5.5. You irrevocably consent to the infringement by us and any third party we authorise, of all Moral Rights that you may have in any Improvement Suggestions.

5.6. You must not:

(a) use any of our trademarks, domain names, business names, company names, product names, service names, Website names or other marks (collectively, Marks); or

(b) contest any Mark, apply for registration of any Mark or use or apply for registration of any trade mark, trade name, business name, company name or domain name which is or incorporates any element that is confusingly similar to any Mark.

5.7. You have no rights in respect of any Marks or their associated goodwill. All such rights and goodwill inure for the benefit of, and are (and will remain) vested in us or our licensors.

5.8. You must not take any step to invalidate or prejudice our (or our licensors’) Intellectual Property Rights in the Website or otherwise.

6. Responsibility for third party claims

6.1. You agree and acknowledge that you are solely responsible for and you indemnify us in respect of any loss and damage we may incur in connection with any claims and/or complaints made by any third party where the claim is caused directly or indirectly by your use or misuse of the Website.

7. Hyperlinks

7.1. We do not represent, recommend or endorse any websites to which we have linked from the Website via hyperlink or otherwise.

8. Liability

8.1. Except in respect of any Non-Excludable Guarantees, we do not represent that the information on this Website is accurate, correct, up-to-date or error free.

8.2. The information on the Website is not professional advice. You agree that you will seek all appropriate financial, legal and other advice as applicable before relying on any information you obtain from the Website.

8.3. To the extent possible by law, we are not liable to you for any indirect, special or consequential loss or damage incurred by you, including liability for loss of profits, loss of business

opportunity, loss of savings, or loss of data.

8.4. To the extent that our liability is not otherwise excluded by these Terms of Use, subject to any Non-Excludable Guarantees, our liability to you is limited to $200.

8.5. Where liability for breach of any guarantees under the Australian Consumer Law can be limited, our liability arising from any breach of those guarantees (if any) is limited, at our option:

(i) with respect to the supply of goods, to the replacement or repair of the goods or the cost of resupply or replacement of the goods; and/or

(ii) with respect to services, to the supply of services again or the cost of re-supplying the services again.

8.6. Other than any Non-Excludable Guarantees implied into these Terms of Use under the Australian Consumer Law (if any), all conditions, warranties and guarantees that would be implied into these Terms of Use are hereby excluded from these Terms of Use.

9. Termination

9.1. We may terminate these Terms of Use and your access to the Website or any part of it at any time without notice.

9.2. We may take down the Website or any part of it or take the Website or any part of it offline at any time without notice where reasonably necessary to protect our legitimate commercial interests.

9.3. Termination of these Terms of Use and access to the Website does not affect any accrued rights of either party.

10.  Notices

10.1. Any notice issued to you from us or from us to you shall be in writing and sent by hand delivery, post or email. Where sent from us to you, we shall use any of your contact details that you provide to us.

10.2. You may contact us or send a notice to us using our contact details that are specified on our website at https://www.axient.com.au/contact-us/.

10.3. Any notice issued by hand shall be deemed delivered upon delivery.

10.4. Any notice issued by post shall be deemed delivered 6 Business Days after posting if posted domestically, or 20 Business Days after posting if posted internationally.

10.5. Any notice issued via email shall be deemed to have been validly and effectively given on the day on which it is transmitted if the sender receives a read or delivery receipt confirming delivery or receipt of the email or a reply to the email.

10.6. We may send you email or other electronic messages concerning the Website from time to time.

11.  General

11.1. Other Rights: All rights not expressly granted to us in these Terms of Use are expressly reserved by us.

11.2. Amendment: These Terms of Use may be amended by us at any time.

11.3. Assignment: You may not assign, transfer, license or novate your rights or obligations under these Terms of Use without our prior written consent. We may assign, transfer, license or novate our rights or obligations under these Terms of Use at any time, subject to our Privacy Policy.

11.4. Severability: If any part of these Terms of Use is deemed invalid by a court of competent jurisdiction, the remainder of these Terms of Use shall remain enforceable.

11.5. Relationship: You and us are independent contracting entities and these Terms of Use do not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.

11.6. Entire agreement: These Terms of Use and any information linked to from these Terms of Use constitute the entire agreement between you and us and to the extent possible by law, supersede all prior understandings, representations, arrangements and agreements between you and us regarding its subject matter.

11.7. Jurisdiction: These Terms of Use will be interpreted in accordance with the laws in force in New South Wales. You and us irrevocably submit to the non-exclusive jurisdiction of the courts situated in New South Wales in connection with any dispute concerning our Website.

12.   Dictionary and Interpretation provisions

12.1. In these Terms of Use:

Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).

Business Day means any day between Monday – Friday excluding public holidays in New South Wales.

Business Hours means 9:00am – 5:00pm on Business Days.

Intellectual Property Rights means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth).

Non-Excludable Guarantee means a non-excludable guarantee implied into these Terms of Use by the Australian Consumer Law.

Privacy Policy means our Privacy Policy located at https://www.axient.com.au/privacy-policy/.

Terms of Use means the terms and conditions set out on this webpage as amended by us from time to time.
we, our and us means Axient Pty. Limited [ABN 14 090 510 848].

12.2. In these Terms of Use:

(a) Headings and underlinings are for convenience only and do not affect the construction of these Terms of Use.

(b) A provision of these Terms of Use will not be interpreted against a party because the party prepared or was responsible for the preparation of the provision, or because the party’s legal representative prepared the provision.

(c) Currency refers to Australian dollars unless specified otherwise.

(d) A reference to a statute or regulation includes amendments thereto.

(e) A reference to a clause, subclause or paragraph is a reference to a clause, subclause or paragraph of these Terms of Use.

(f) A reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made.

(g) A reference to time is to time in New South Wales.

(h) A reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity.

(i) The words “includes”, “including” and similar expressions are not words of limitation.