Acceptance of Terms of Service

1. This Terms of Service (TOS) document is an agreement you must accept in order to use the Localised services, including the GROW Greater Shepparton website, powered by Localised. It is applicable to users acting as a public user of the site and those registering a user account with Localised.
2. By using the Localised features and creating a Localised account you are agreeing to be legally bound by, and to comply with, the TOS without limitation or qualification.

Parties

3. This Agreement is between:

4. 1. PUNDIT CONNECT PTY LTD (ACN 168 861 890), trading as Localised, as the provider of the Localised Service (the Service), a Company duly incorporated in Victoria with its principal business address at 96 Ryrie Street, Geelong, VIC 3220, Australia, e-mail support hello@localised.com.au (Pundit Connect or Localised or we or us)
      
      And
   2. You (customer, supplier, user)

4. If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, and you are duly authorised to so register and to use the Services, on behalf of such entity.
5. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service.
6. You acknowledge that this TOS is a contract between you and Localised, even though it is electronic and is not physically signed by you and Localised, and it governs your use of the Service.

Service

7. The Service comprises this online business-to-business platform and includes tools to help users find local businesses, to find or promote business events, to find or promote business projects looking for local suppliers, to find or publish expert articles on business critical topics, and to find or publish local business announcements
8. You wish to register for the Service, and to access and use Localised platforms.
9. You acknowledge that the Service may from time to time change as new tools and ways to connect between businesses are included.
10. Localised has agreed to provide the Service to You, including future versions, and to grant You such rights to access and use the Platform as may be necessary for you to use the Service, in accordance with this TOS.

User Registration

11. You must not during the registration process, nor at any other time in the course of Your use of the Services or the Platform, provide any information, including any User Content, that is false or misleading.
12. You may only access and use the Services and the Platform via Your unique username and password.
13. You must take all reasonable measures to keep such username and password, and other account details, safe, secure and secret, and not share them with anyone else, and must prevent unauthorised use of the Services or the Platform.
14. If you are registering as a Supplier of goods and services and You list those goods and services on Your business profile You acknowledge and accept that You hold all such qualifications, licenses and approvals as may be required at law or otherwise to provide the goods and services.
15. Where you are registering in your capacity as a representative of another entity (including as a principal, partner, director, officer, or employee of a body corporate or partnership), You are duly authorised to so register and to use the Services on behalf of such entity.

Future Procurements, Projects, Responses and Engagement

16. You acknowledge that Localised is not, nor will it ever be, party to any commercial engagement that results from a connection made between users and businesses through Localised.
17. In no circumstance will any communication between users via the Localised platform constitute a contractual obligation between them.
18. The Localised Service is limited to facilitating the listing of business profiles and the Localised Service does not include the vetted or validation of the qualifications, experience or otherwise of the businesses listed.
19. It is the obligation of the user to undertake due diligence, negotiate fees, and settle contractual arrangements outside of the Platform when engaging any other business.

Content Creation and Consumption

20. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any Content that you submit, post or display on or through the Services.
21. You agree that such Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Localised the license described above.
22. You should only provide Content that you are comfortable sharing with others and that may be shared by others.
23. You retain your rights to any Content you submit, post or display on or through the Services.
24. You grant to us a non-exclusive, royalty-free, world-wide, perpetual, irrevocable license to use any User Content which You develop or post in Localised for purposes of delivering and promoting the Service. We may use such User Content developed by You, without your prior written consent except where it relates to use of Your Intellectual Property.
25. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services.
26. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content.
27. We reserve the right to remove Content.
28. We reserve the right to block the posting of content if you are assessed by Us to not be local to the network in which the content is sought to be published.
29. If you believe that your Content has been copied in a way that constitutes copyright infringement, please report this to hello@localised.com.au

Our Fee and Refunds

30. In consideration for providing the Service, Localised reserves the right to charge a Fee to access the services.
31. Localised has no obligation to You or to any other person or entity to refund any Fee under any circumstances.
32. Any fees and charges implemented take effective from the time we post notice of such on the Platform
33. All fees are calculated in Australian Dollars and exclude GST.
34. We will take all reasonable effort to provide prior notice to all Localised users before implementing any fees for services. Localised users will need to provide payment details. Localised users will have the opportunity to opt-in to fee-for-service features.

Licences

35. We grant You a non-exclusive license to access and use the Platform, and all such Content as may be made available to You by us via the Platform (Localised Content), in accordance with this Agreement.
36. You must not use the Services, the Platform or any Localised Content in a way that in our opinion is inappropriate, abusive, illegal or otherwise, including in any way which:

    1. may impair performance, corrupt content or otherwise reduce the overall functionality of the Platform; or
    2. interferes with the Services to any other person or infringes or is likely to infringe the intellectual property rights of any other person; or
    3. may diminish the reputation of, or goodwill in, Localised, the Platform or the Services.

37. You must not modify or alter the Platform or reverse engineer, decompile or disassemble any Content (other than that which You develop or post) in the Platform or otherwise reduce the Platform or any part of it to a human readable form (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be expressly permitted by this Agreement).
38. You acknowledge that using the Platform or any Localised Content does not give You or any other person any interest in any intellectual property rights which may subsist in the Platform, including in any Content (other than that which You develop or post).
39. You grant to us a non-exclusive, royalty-free, world-wide, perpetual, irrevocable license to use any User Content which You develop or post in Localised for purposes of delivering and promoting the Service. We may use such User Content developed by You, without your prior written consent except where it relates to use of Your Intellectual Property.

    1. For clarity, where the Localised Service is being delivered in an area covered by a license to a local council that is utilising the Localised platform to deliver their local business register, this includes providing data to the Local Council about the businesses and platform activity within their local government area.
    2. By joining Localised in an area covered by a Local Government license agreement, you are in effect joining that council's local business register, and as such you may be communicated to directly by that council.
    3. Data provided to a Local Government under license may only be used for the purpose of conducting economic development activities within that Local Government and may not under any circumstances be provided to a third party.

Disclaimer, Limitation of Liability and Indemnities

40. You acknowledge and agree that:

    1. You are solely responsible for any User Content posted to the Platform, by, or on behalf of, You;
    2. You have relied on your own skill and judgement in deciding to use, and using, the Service and the Platform; and
    3. no representation or warranty has been made or given by Localised to any person or company on its behalf in relation to the currency and compliance of the Service and the Platform or any consequences or benefits to be obtained from the use of the Service and the Platform and any accompanying documentation.

41. To the maximum extent permitted by applicable law:

    1. the Service and the Platform are provided "as is" and "as available" and without representation or warranty of any kind;
    2. Localised disclaims all representations and warranties with respect to the Service and the Platform, whether express, implied or statutory, including any implied warranties of due care and skill, merchantability, satisfactory quality and fitness for any particular purpose; and
    3. Localised further disclaims any representation or warranty that:

       1. the use of the Service or the Platform will not infringe any third party rights;
       2. the use of the Service or the Platform will be uninterrupted or error-free and that any service will continue to be made available or that defects in the Service or the Platform will be corrected;
       3. the Service and the Platform will be free of hackers, other unauthorised access, denial of service attacks, viruses or other malicious or technologically harmful material or code; or
       4. the Service and the Platform will be compatible or work with any third party software or services;

42. Localised is not responsible for any:

    1. failures or interruptions in the provision or operation of communications networks or Internet used to access or use the Service or the Platform;
    2. failures or interruptions in the provision or operation of the Service or the Platform including any failures caused by Localised's service providers;
    3. data loss, wrong deliveries or non-deliveries suffered in connection within the Service or the Platform, including any loss or damage to any Data;
    4. any claims, damages, costs, loss, liability or expense arising from any Dispute between users in connection with the Services; or
    5. use of the Service or the Platform by a third party (including any third party who accesses the Platform by using the unique username and password supplied to You);

43. Localised will not be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including damages for loss of profits, corruption or loss of data, failure to transmit or receive any data, business interruption or any other commercial damages or losses, arising out of or related to any use of, or inability to use, the Service or the Platform or any third party software in conjunction with use of the Platform or otherwise, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Localised has been advised of the possibility of such damages.

Privacy and Data

View the Localised Privacy Policy

44. We will use our reasonable endeavours to ensure that any personal information comprised in any User Content is treated in accordance with the Australian National Privacy Principles prescribed by the Privacy Act 1988 (Cth), including ensuring that such personal information is kept safe and secure. We may use any User Content in order to give effect to this Agreement and for marketing and research purposes in relation to the Service and Platform. We will, never use any personal information comprised in the Data for such marketing purposes without your express permission. The Data (possibly including personal information) may be stored on servers located overseas and managed by third parties. We will, so far as practicable, endeavour to ensure that those third parties manage the Data in accordance with this provision, but will not be responsible if they fail to do so. For further information about how we handle personal information comprised in any Data, or if you wish to access and check for correctness any of your personal information that we hold, please contact us by email at hello@localised.com.au.
45. You may not use spiders, crawlers, data mining, robots, screen scraping, or similar automated data gathering, extraction or publication tools on this Site without limitation for the purposes of establishing, maintaining, advancing or reproducing information contained on Localised on your own website or in any other publication, without our prior written consent.
46. In accordance with the Australian Privacy Amendment (Notifiable Data Breaches) Act 2017, in the event of a data breach we will endeavour to notify you with the following information:

    1. a description of the data breach
    2. the kinds of information concerned and;
    3. recommendations about the steps you should take in response to the data breach.

Termination

47. We may terminate this Agreement or suspend your access to the Service and the Platform at any time and in our sole discretion for any reason whatsoever without notice to you, including, without limitation, if any of the matters described under User Registration are not complied with.
48. You you may request to delete your account at anytime and we will delete your account within 7 business days.

General

49. We may from time to time, modify, enhance or update the Service or the Platform, without notice to You.
50. We may from time to time modify these Terms, and will provide you notice that we have done so in writing.
51. You acknowledge and confirm that prior to to completing and submitting the online registration form for the Service You have carefully perused all provisions set out in this Agreement, and that this Agreement constitutes the entire understanding between You and Localised and that it supersedes all proposals, representations and communications, oral or written, between Localised and you in relation to your use of the Localised Platform.
52. Any provision of this Agreement which is unenforceable or partly unenforceable in any jurisdiction is, where possible, to be severed to the extent necessary to make this Agreement enforceable. Any such severability does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
53. This Agreement is governed by the law in force in Victoria, Australia from time to time and the parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia and any courts which may hear appeals from those courts.

Interpretation

54. Definitions:

    • Platform and platforms means the Localised web-applications and any derivative of this, including where the platformed is offered under license to local councils to deliver customised local business digital networks.
    • Agreement means the agreement which is created between you and us upon You agreeing to register for the Localised Service and accepting these terms of service.
    • Category means the category of goods or services specified or selected by a user during the registration process for the Services from the list made available in Localised.
    • Content means any information made available, provided or generated within, or in connection with, the Service or the Platform and includes correspondence, statistics, results and reports.
    • Fee means the fee payable to Localised in respect of a subscription or charge from time to time.
    • Platform means the Localised online platform on which the Service is provided and includes any software code (including object code and source code) which runs or forms part of the Platform.
    • Procurement means the description provided in a project listing for which a User would like to get supplier responses on.
    • Localised Content means Content developed, or posted to the Platform, by, or on behalf of, Localised, including any user instructions or guidelines.
    • Service means the Service described in this agreement.
    • User Content means any Content posted to the Platform, by, or on behalf of, You in connection with your use of the Services or the Platform.

Construction

55. In this Agreement, the following rules of construction apply.

    • Headings are for convenience only, and do not affect interpretation.
    • The singular includes the plural and vice versa;
    • A gender includes all other genders;
    • If a word or phrase is defined its other grammatical forms have the corresponding meaning;
    • No rule of construction will apply to a clause to the disadvantage of a party merely because that party proposed the clause or would otherwise benefit from it.
    • The words includes and including are not words of limitation.