Terms and Conditions

If you access and use the CT Platform, you agree to be bound by these Terms & Conditions, as or on behalf of the Supplier.

If you access and use the CT Platform as an authorised representative of the Supplier (for example, you are an employee of a company), you must provide a copy of these Terms & Conditions to the Supplier for whom you are an authorised representative and these Terms & Conditions will bind the Supplier.

If the Supplier is a company, these Terms & Conditions also bind any related body corporate of the Supplier.

 

1.                  DEFINITIONS AND INTERPRETATION

1.1               Definitions

Under these Terms & Conditions, unless the context indicates a contrary intention:

Buyer  means each, any or all of those entities that host a Tendering Website.

Buyer’s Information  means the information and operational data stored in the Tendering Website, accessible by the Supplier through the CT Platform database and relating to a Buyer.

Confidential Information  includes the Supplier’s Information, the Buyer’s Information and the commercial arrangements relating to the Licence to the extent that each is

(a)               by its nature confidential;

(b)               by the circumstances of its disclosure, intended to be confidential; or

(c)                is designated by the disclosing party to be confidential,

but does not include information which is, or becomes, public knowledge (other than by a breach of confidentiality).

Commencement Date  means the date upon which the Supplier’s Registration is completed.

CT Platform  means the system of web pages and computer programs operated by Site Host and located at the internet address known as:

http://www.consolidatedtenders.com.

Debt  means any amount due but unpaid by the Supplier under an invoice issued by the Site Host.

GST Act  means the A New Tax System (Goods and Services Tax) Act 1999.

Licence  means the non-exclusive Licence granted by Site Host to the Supplier to use CT Platform for the Term in accordance with these Terms & Conditions.

Personal Information  has the meaning given to that expression in the Privacy Act.

Privacy Act  means the Privacy Act 1988 (Cth).

Privacy Law  means:

(a)    the Privacy Act;

(b)    any legislation from time to time in force in any:

(i)                 Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); and

(ii)                non-Australian jurisdiction (to the extent that the Site Host or the Supplier are subject to the laws of that jurisdiction),

affecting privacy, Personal Information or the collection, handling, storage, processing, use or disclosure of data; and

(c)    any legally binding ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under any such law, as amended from time to time.

Relevant Tender  means a tender published by a Buyer on a Tendering Website in respect of activities which are consistent with the Supplier’s Profile.

Site Host  means Consolidated Tenders Pty Ltd ACN 621 423 612 of Suite 9, 15 Fullarton Road, Kent Town SA 5067, being the developer and provider of CT Platform.

Subscription Fee  means the total value of the fees payable by the Supplier to the Site Host on account of the granting of the Licence:

(a)    as calculated initially by reference to the Supplier’s Registration; and

(b)    as varied from time to time in accordance with clause 5.2.

Supplier  means the individual, company, partnership or entity to whom CT Platform is being provided by virtue of the Licence.

Supplier’s Information  means:

(a)    the Supplier’s Profile; and

(b)    the information and operational data stored in the CT Platform database and relating to the Supplier.

Supplier’s Profile  means information and data stored on the CT Platform as populated by the Supplier from time to time in respect of the Supplier’s personal data, business interests and capabilities.

Supplier’s Registration  means the series of web pages duly completed by the Supplier through CT Platform in order to gain access to CT Platform under the Licence.

Tender Data  means data uploaded by the Supplier to a Tendering Website.

Tendering Website  means in respect of any Buyer the web-based tendering evaluation and management product and associated software developed by the Site Host on the Buyer’s behalf and located at the Buyer’s internet address.

Term  means the period commencing on the Commencement Date and ending on the earlier to occur of:

(a)               the Supplier ceasing to pay the Subscription Fee; or

(b)               the valid termination of the Licence in accordance with these Terms & Conditions;

Terms & Conditions  means these terms and conditions, pursuant to which the Licence is granted.

Uncontrollable Event  means an event, circumstances or action that is beyond the direct control of the Site Host.

1.2               Interpretation

In these Terms & Conditions:

(a)               clause headings are inserted for convenience of reference only and will be ignored in the interpretation of these Terms & Conditions;

(b)               unless inconsistent with the context, a reference to a party includes that party’s executors, administrators, personal representatives, successors and lawful assigns; and

(c)                words importing the singular include the plural and visa versa and words importing a gender include each other gender.

2.                  LICENCE

2.1               Licence

The Site Host grants to the Supplier a non-exclusive Licence to use the CT Platform for the Term subject to and in accordance with the Terms & Conditions.

2.2               Non-Exclusivity

The Supplier acknowledges that the Site Host may grant to other persons similar non-exclusive licences to use the CT Platform, but such other non-exclusive licences do not necessarily allow other persons (other than Buyers) to access the Supplier’s Information.

2.3               Supplier’s Use

The Supplier may only use the CT Platform for the purposes of:

(a)               recording, storing and using the Supplier’s Information;

(b)               sharing the Supplier’s Information with Buyers; and

(c)                accessing the Buyer’s Information.

2.4               Prohibited Use

The Supplier may not use the CT Platform for the purposes of:

(a)               trawling Buyer’s Information to retain on the Supplier’s database; or

(b)               extracting Buyer’s Information for the purposes of the Supplier’s publication of Buyer’s Information to customers of the Supplier or to third parties.

3.                  OBLIGATIONS OF THE SITE HOST

3.1               Access to CT Platform

As soon as practicable after the Supplier’s Registration is completed, the Site Host will:

(a)               give the Supplier access to, and use of, CT Platform (via the Supplier’s CT Platform logon); and

(b)               give the Supplier access to the Buyer’s Information online.

3.2               Services

During the Term, the Site Host must:

(a)               monitor and maintain the CT Platform (including the website and associated computer programs and equipment); and

(b)               use reasonable endeavours to ensure that CT Platform operates in a manner which:

(i)                 enables the Supplier to access the Supplier’s Information;

(ii)                enables the Supplier to access the Buyer’s Information;

(iii)              notifies the Supplier of Relevant Tenders;

(iv)              enables the Supplier to extract relevant data from the Supplier’s Information in order to populate Tender Data to a Tendering Website;

(v)                maintains a record of the Supplier’s tender submissions to Tendering Websites in abbreviated form (that is, enabling the Supplier to locate the corresponding Supplier’s Information on the Supplier’s own database).

4.                  OBLIGATIONS OF SUPPLIER

4.1               Recording Supplier’s Information

The Supplier must use reasonable endeavours to ensure that the Supplier’s Information is:

(a)               accurately entered within CT Platform;

(b)               promptly updated to ensure that it remains accurate and reliable at all times;

(c)                is not misleading or deceptive; and

(d)               does not contain or include offensive, defamatory or illegal content.

4.2               Provision of Supplier’s Information

The Supplier acknowledges that:

(a)               the Supplier remains responsible for the provision of the Supplier’s Information to the Buyers and the accuracy of the Supplier’s Information (including the Supplier’s Profile);

(b)               the Supplier’s Information is accessible by Buyers and may be relied upon by Buyers;

(c)                notifications of Relevant Tenders to the Supplier are dependent upon the accuracy and content of the Supplier’s Profile; and

(d)               the Site Host is not responsible for the accuracy or completeness of:

(i)                 Supplier’s Information;

(ii)                the Buyer’s Information; or

(iii)              the Tender Data.

4.3               Duty to Inform

The Supplier will immediately inform the Site Host of any malfunction or failure of CT Platform which comes to the attention of the Supplier.

5.                  FEES

5.1               Payment by Supplier

Unless otherwise determined during the Supplier’s Registration or unless otherwise agreed in writing by the Site Host, the Subscription Fee will be payable by the Supplier by credit card monthly in advance.

5.2               Variation of Fee

The Subscription Fee may be varied by the Site Host from time to time and any such variation to the Subscription Fee will be notified to the Supplier as a notification on the CT Platform.

5.3               GST

(a)               For the purposes of this clause 5.3, terms defined in GST Act have the meaning given in the GST Act.

(b)               Unless otherwise stated, the Subscription Fee does not include GST.

(c)                If a Party (the Supplying Party) makes a taxable supply and the consideration for that taxable supply does not expressly include GST, the Party that is liable to provide the GST-exclusive consideration (the Receiving Party) must also pay to the Supplying Party an amount (the GST Amount) equal to the GST payable in respect of that taxable supply.

(d)               Subject to the Receiving Party’s receipt of a tax invoice, the Receiving Party must pay the GST Amount to the Supplying Party when the Receiving Party is otherwise liable to provide the GST-exclusive consideration to the Supplying Party. 

6.                  CONFIDENTIALITY AND PRIVACY

6.1               Confidentiality by Site Host

The Site Host will not itself use, or knowingly disclose to any person (except Buyers, as contemplated by CT Platform), any Confidential Information, and will use reasonable endeavours to prevent the unauthorised use or disclosure of the Confidential Information to any person.

6.2               Confidentiality by the Supplier

The Supplier will not knowingly disclose to any person (except to Buyers, as contemplated by CT Platform), any Confidential Information, and will use reasonable endeavours to prevent the unauthorised use or disclosure of the Confidential Information to any person.

6.3               Approved Use of Supplier’s Information

The Supplier acknowledges that the Supplier’s Information will be accessed by, and relied upon by, Buyers.

6.4               Risk of Disclosure

Subject to Clause 6.1, the Supplier acknowledges that Confidential Information posted on CT Platform may be acquired by unauthorised access to the Confidential Information gained by third parties and the Supplier agrees that:

(a)               all risks and responsibilities for such unauthorised access to the Confidential Information shall be assumed by the Supplier; and

(b)               the Supplier releases Site Host from, and shall indemnify Site Host against, any claim arising out of such unauthorised access to the Confidential Information.

6.5               Collection of Personal Information

The Supplier acknowledges that in the performance of its obligations under these Terms & Conditions, the Site Host may collect Personal Information about the Supplier.

6.6               Compliance with Privacy Law

The Site Host and the Supplier must:

(a)               comply with the Privacy Law when collecting, using or disclosing Personal Information; and

(b)               not process, or otherwise do or omit to do anything in relation to, Personal Information that would cause the Supplier to conduct ravine any Privacy Law.

7.                  DISCLAIMERS

7.1               Exclusion of Warranties

The Site Host does not warrant that:

(a)               there CT Platform is, or will remain, fit for the purpose of providing the Supplier’s Information to the Buyers at all times; or

(b)               the CT Platform will be accessible to the Supplier or to Buyers at all times on all days; or

(c)                the Buyer’s Information will be accessible to the Supplier at all times on all days; or

(d)               the Supplier’s Information will be accessible to the Buyers at all times on all days; or

(e)               the Buyer’s Information is accurate, reliable or up-to-date at all times.

7.2               Buyer’s Information

The Supplier acknowledges that the CT Platform integrates the Buyer’s Information from the Buyer and accordingly:

(a)               all rights of the Buyer’s information associated with copyright are reserved;

(b)               the Buyer’s Information may not be used by the Supplier for any advertising or marketing purposes;

(c)                the Buyer’s information is provided on an “as is” basis, without any warranty by the Site Host of any kind, whether expressed or implied (including, but not limited to, any implied warranties as to merchantability or fitness for a particular purpose); and

(d)               before relying on any information acquired through the CT Platform (whether the Supplier’s Information, the Buyer’s Information or other information set out in the CT Platform) the Supplier must carefully evaluate the accuracy, currency, completeness and relevance of the information for the Supplier’s purposes and should obtain professional advice before relying on it.

7.3               Uncontrollable Events

If an Uncontrollable Event causes the CT Platform to cease operating at any time:

(a)               the Site Host will use reasonable endeavours to overcome the Uncontrollable Event;

(b)               the Site Host and the Supplier will cooperate with each other to minimise the inconvenience caused by the Uncontrollable Event; and

(c)                the Site Host will not be liable in any way to the Supplier or to third parties for any loss or damage arising directly or indirectly from the Uncontrollable Event.

7.4               Maximum Claim

The Supplier agrees that the maximum liability (whether in damages or by way of indemnity) of the Site Host arising as a result of any breach by the Site Host of these Terms & Conditions shall be, at the Site Host’s discretion, either of:

(a)               a refund of the Subscription Fee paid by the Supplier during the period of 6 months immediately prior to any such breach by the Site Host of these Terms & Conditions; or

(b)               rectification of the breach by the Site Host.

8.                  DEFAULT AND TERMINATION

8.1               Termination by Site Host

The Site Host may terminate the Licence with immediate effect by giving notice to the Supplier if at any time:

(a)               the Supplier breaches any of its obligations under these Terms & Conditions (other than in respect of the non-payment of a Debt) and such breach is not remedied within 14 days after Site Host has notified the Supplier in writing of the breach; or

(b)               the Supplier is, in the reasonable opinion of Site Host, insolvent.

8.2               Termination by Supplier

The Supplier may terminate the Licence with immediate effect by giving notice to the Site Host if at any time:

(a)               the Site Host breaches any of its obligations under these Terms & Conditions and such breach is not remedied within 14 days after the Supplier has notified Site Host in writing of the breach; or

(b)               the Site Host is, in the reasonable opinion of the Supplier, insolvent.

8.3               Non-Payment of Debt

In relation to any Debt, it is agreed that:

(a)               at any time after the Debt’s due date for payment, the Site Host may post a message through CT Platform advising the Supplier that:

(i)                 the Debt is outstanding; and

(ii)                the Licence may be suspended if the Supplier does not arrange prompt payment of the Debt;

(b)               if the Debt exists 7 days after a message is posted under the preceding sub-clause 8.3(a), then the Site Host may:

(i)                 temporarily suspend the Licence;

(ii)                temporarily disable the Supplier’s access to CT Platform; and

(iii)              temporarily disable the Buyer’s access to the Supplier’s Information;

(c)                if a Debt exists 7 days after the Site Host temporarily suspends the Licence under the preceding sub-clause 8.3(b), the Site Host may:

(i)                 terminate the Licence by notice to the Supplier;

(ii)                permanently disable the Buyer’s access to the Supplier’s Information; and

(iii)              recover the Debt from the Supplier, together with interest on the Debt at a rate of 10% per annum, calculated daily in arrears on a compounding basis from the date upon which the Debt was originally due until the date that the Site Host receives payment of the Debt in full.

8.4               Suspension/Termination without Prejudice

Suspension or termination of the Licence under any of the clauses 8.1, 8.2 or 8.3 will not prejudice any rights or remedies accrued to the Site Host or to the Supplier under, or in respect of, any breach of these Terms & Conditions.

8.5               Supplier’s Information Upon Termination

Upon the termination of the Licence for any reason, the Supplier’s Information will remain within the CT Platform (so that the Supplier may resume this service upon a future date, if agreed between the Site Host and the Supplier) unless and until the Supplier instructs the Site Host in writing, duly signed on the Supplier’s behalf to remove the Supplier’s Information from the CT Platform, in which case:

(a)               if requested by the Supplier, the Site Host will save the Supplier’s Information on CD and return it to the Supplier at the cost in all things of the Supplier; and

(b)               the Supplier’s Information will remain on the CT Platform and will continue to be accessible by Buyers.

9.                  MISCELLANEOUS

9.1               Severability

Any provision of these Terms & Conditions that is, or becomes, illegal, void or unenforceable will be ineffective to the extent only of such a legality, voidness or unenforceability and will not invalidate the remaining provisions of these Terms & Conditions.

9.2               Governed Law

These Terms & Conditions and the Licence are governed by, take effect under, and will be construed in accordance with, the laws of South Australia and the Supplier irrevocably and unconditionally agrees to submit to the exclusive jurisdiction of the Courts of South Australia and those Courts entitled to hear appeals from them.

9.3               Variation of Terms & Conditions

These Terms & Conditions may be varied from time to time by the Site Host upon not less than one month’s notice to the Supplier as a notification on the CT Platform.