These are the Terms on which MRI ProLease Express (The Company) permits You (the individual) to access and use the materials including where applicable any on-line database, software, products and services (Services) provided by The Company. If You do not agree to these Terms, You may not use or access the Application Service or Website.
References to these Terms include all terms set out in this document and in the Registration Form, and include any amendments made from time to time as described in clause 3.3.
| 1.0 | USE OF THE WEBSITE |
| 1.1 | The Website is operated by The Company. To use, access the Services You must be a Registered User and have been granted User Access Rights by a Customer. |
| 1.2 | Unless expressly stated by The Company, Fees quoted do not include any sales, goods and services, valued added, customs or any other applicable Government taxes or duty. |
| 1.3 | You are permitted to access and use the Website for the sole purpose of facilitating your access to the Services. The public access section of the Website may only be viewed for the purpose of evaluating a subscription to the Services. Access is licensed from computers located in any Country. |
| 1.4 | The Services offered on this Website are available for purchase only by companies or other entities or those individuals over 18 years of age who have full capacity to enter binding contracts on their own behalf or on behalf of those individuals under 18 years of age for whom they have legal responsibility. |
| 1.5 | The Website, the Services and the information and other material contained in the Website, excluding Client Data, whether visual, written, or audible (Content) and any additional materials, software or information associated with the Services are confidential to and owned or licensed by The Company (Confidential Information). You are permitted to view the Content from the Website only for the purpose of Your own use in connection with the Services. |
| 1.6 | All other reproduction, modification or communication of any part of the Website is prohibited except with the express written permission of The Company. Except to the extent that this right cannot legally be excluded, You must not disassemble, decompile or reverse engineer any part of the Website. Copyright in all works and subject matter other than works including without limitation the design and layout of the Website is owned by The Company. |
| 1.7 | The Website contains trademarks which may be registered or otherwise protected by law. These include The Company name and logo and the logos of various The Company products, and the trademarks of third parties. You are not permitted to use these trademarks without the prior written consent of The Company. |
| 1.8 | In accessing the Website and Services You must comply with any User Conduct Policies published by The Company from time to time on the Website. It is your responsibility to check the Website regularly to keep up to date with these policies. |
| 2.0 | PASSWORDS |
| 2.1 | You may only access the Website by entering the password issued to You (Password). You agree that You will not disclose, or permit disclosure of, the Password to any person. The Company will not in any event be liable for any loss, damage, claims, costs or expenses arising out of your use or misuse of the Password. |
| 2.2 | You may elect to change the Password at any time using the facility provided on the Website. You must immediately notify The Company of any Password which is lost, inoperable or used in an unauthorised manner. |
| 3.0 | TERM |
| 3.1 | These Terms are effective from the date accepted by You and will continue until such time that your access to the Services lapses or is revoked. |
| 4.0 | TERMINATION |
| 4.1 | Your Access to the Services and the licence to use the Website may be terminated by The Company at any time if; |
| (a) You breach any of these Terms and do not effect remedy of such breach within 14 days of a formal request by The Company to do so in writing (or email); | |
| (b) You are found to have acted illegally or negligently during or as a result of Your access to the Services or Your use of the Website; | |
| (c) You are found to have brought the reputation of The Company into disrepute. | |
| 4.2 | All rights and remedies accrued at the time of termination and the disclaimers, indemnities, limitations of liability, obligations in relation to intellectual property and privacy will survive termination of these Terms. |
| 4.3 | The Company will not be obliged to refund any amounts paid by You in respect of the Services, the Website or these Terms if the Services or Your licence to use the Website is terminated by The Company under this clause 4. |
| 5.0 | JURISDICTION |
| 5.1 | These Terms are governed by and must be construed in accordance with the laws of Australia in the State of Victoria. The parties submit to the exclusive jurisdiction of the courts of that State and Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter. |
| 6.0 | DISCLAIMER |
| 6.1 | The Content of the Website is subject to change at any time by The Company. The Website and the Services are provided for use by the Customer and any material contained within is not intended as a substitute for equivalent professional advice in any given field. The Company uses reasonable endeavours to provide current and accurate Content, however the Website and the Content may contain errors. The Company does not represent that the Content is current, accurate or complete, or that it is appropriate for Your specific requirements. The Company does not accept any liability from any person for the information or advice (or the use of such information or advice) which is provided on the Website or any website linked from it. |
| 6.2 | Under Clause 6.1 Content is not deemed to include Client Data uploaded to the Client’s own database by You or others, via the Website. |
| 6.3 | Despite its best efforts The Company does not warrant or represent that the Website will be free of viruses, defects in operation or design. |
| 7.0 | PRIVACY |
| 7.1 | Personal information provided to The Company via the Website will be handled in accordance with this Privacy Policy, the latest copy of which may be viewed via the Website. |
| 8.0 | LINKS FROM THE WEBSITE |
| 8.1 | You are not permitted to link to or frame the Website without the express written permission of The Company. |
| 8.2 | The Website may contain links to other websites that are owned and operated by third parties. However, even if the third party is affiliated with The Company, The Company has no control over these linked sites, all of which have separate terms of use and privacy and data collection practices, independent of The Company. The Company has no responsibility or liability for these terms or practices or the content of such websites, and makes no representation or warranties about the products or services they may provide. If You choose to access these linked sites, You do so at Your own risk. Links do not imply that The Company sponsors, endorses, or is affiliated with or associated with such websites. |
| 9.0 | LIABILITY |
| 9.1 | Subject to the provisions of Clause 10, the liability of The Company and You is limited in accordance with the Subscription Agreement. Notwithstanding any other provision of this Agreement (or any other agreement between The Company and the Customer), neither party will be liable to the other for any indirect or consequential loss or damage arising out of either party’s breach of this Agreement or the failure of the Services. |
| 9.2 | The Company and its related bodies corporate will not in any case be liable for: (a) any direct or indirect lost profit or loss of revenue or; (b) without limiting the foregoing, any indirect, consequential or special damages howsoever described or claimed; arising out of or in connection with these Terms, the Website, or the Services. |
| 9.3 | Nothing in these Terms excludes, restricts or modifies any condition, warranty, right or remedy conferred on You by the Competition and Consumer Act (2010) or any other applicable law that cannot be excluded, restricted or modified by agreement. To the fullest extent permitted by law, the liability of COMPANY for a breach of such non excludable condition or warranty is limited, at the exclusive option of The Company, to: |
| (a) in the case of goods, the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; or | |
| (b) in the case of services, the supplying of the services again; or the payment of the cost of having the services supplied again. | |
| 10.0 | INDEMNITY |
| 10.1 | You will fully indemnify The Company in respect of all loss, damage, costs, expenses (including legal fees on a full indemnity basis), fines, penalties, claims, demands and proceedings howsoever arising, whether at common law (including negligence) or under statute, in connection with any of the following: |
| (a) any breach of these Terms by You, where 14 days written notice has been provided and the breach not rectified; or | |
| (b) negligent use of the Website; or | |
| (c) without limiting the foregoing, any claim that use of the Website infringes the rights of any person (including without limitation intellectual property rights, rights in respect of privacy, defamation, confidentiality, breach of contract and other personal and proprietary rights). | |
| 11.0 | GENERAL |
| 11.1 | The failure of The Company to insist upon a strict performance of any of these Terms will not be deemed a waiver of any subsequent breach or default in these Terms. |
| 11.2 | Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision. You are not permitted to assign any of Your rights, benefits or obligations under these Terms. |
| 11.3 | These Terms embody the entire understanding and agreement between The Company and You as to Your access to the Services and Your use of the Website. |
| 11.4 | These Terms supersede all prior communications and agreements between The Company and You as to its subject matter. |
| 11.5 | The Company and You both accept that specific provisions within the Subscription Agreement may override these Terms. |
| 11.6 | Each party agrees that unless expressly stated in these Terms, that party has not relied on any representation, warranty or undertaking of any kind in relation to the subject matter of these Terms. |
| 11.7 | Headings have been included in these Terms for convenience only and must not be considered part of, or be used in interpreting, these Terms. |
| 11.8 | All prices displayed on the Website are in AUSTRALIAN dollars and any payments made in association with the Services must also be made in AUSTRALIAN dollars. |