Host terms

1. Host terms

1. (a)

   Terms defined in the Community Rules and Participant Terms and capitalised in these Host Terms have the same meaning when used here.

2. (b)

   In addition, in these “Host Terms”:

   1. "we", "us" and "our" means Rundl Pty Ltd ABN 86 147 129 351; and

   2. “you” means the legal entity agreeing to be a host in the Rundl Open Business Network (“Rundl Network”) by entering into these Host Terms and “Your Group” means you, your Related Bodies Corporate and other persons and entities with whom you operate through association or affiliation or as an aggregator, or that you otherwise allow to use or trade under your brand or trade name;

   3. “Fees” means fees payable by the Host in accordance with clause 5; and

   4. “Your Host Data” means data or information in any form, including Personal Information, inputted by you or Your Authorised Persons into the Rundl Network in your capacity as Host.

3. (c)

   These Host Terms supplement:

   1. the Community Rules, which apply to use of a Rundl by each individual person, including Your Authorised Persons; and

   2. the Participant Terms which apply to:

      (A) participation by you and each of Your Authorised Persons in Rundls; and
      (B) your hosting of Rundls to the extent that the Participant Terms address any matter not specifically dealt with in these Host Terms.

4. (d)

   If there is any inconsistency between provisions in documents forming part of the agreement between you and us, the following order of precedence (highest to lowest) will apply (if the documents are applicable) and to the extent necessary to resolve that inconsistency:

   1. these Host Terms;

   2. our Privacy Policy;

   3. our Participant Terms; and

   4. our Community Rules.

5. (e)

   Each of Your Authorised Persons is directly responsible to us for her or his compliance with the Community Rules and the Participant Terms. In addition, you are:

   1. responsible for ensuring that each of Your Authorised Persons uses their real identity and is properly authorised to use, and capable of responsibly using, any Rundl that you permit that person to use;

   2. responsible for ensuring compliance by each of Your Authorised Persons with these Host Terms, the Participant Terms and the Community Rules; and

   3. liable to us for any non-compliance by any of Your Authorised Persons with these Host Terms, the Participant Terms and the Community Rules.

6. (f)

   If an individual person is entering into these Host Terms apparently for and on behalf of a legal entity as a Host, that person by entering into these Host Terms holds out and states that he or she:

   1. has full legal authority to bind the Host to these Host Terms and by accepting does so;

   2. has read and understands these Host Terms, the Participant Terms and the Community Rules.

      If you do not have the legal authority to bind the Host, please do not enter into these Host Terms.

7. (g)

   As a Host, you may invite Your Authorised Persons into a Rundl. If you are inviting individuals into a Rundl, a legal entity will need to become a Participant and each individual person will need to be authorised either directly by you or by another Participant.

8. (h)

   The terms on which we make the Rundl Network available to Participants (including Hosts where acting in their capacity as Participants) are set out in the Participant Terms.

9. (i)

   We are not a party to, and have no contractual obligations under any agreement between you and a Participant. Any contractual or other legal obligations between you as Host and any Participant are governed by any terms to which you and that Participant agree.

2. Access to and use of Rundl network

1. 2.1 Host’s general obligations and restrictions

   We grant you a non-transferable and non-exclusive right to host Rundls and use the Rundl Network subject to the Participant Terms and the following additional conditions:

2. (a)

   You will actively moderate and review Rundls that you host and use best endeavours to ensure compliance with the Community Rules, the Participant Terms and these Host Terms by each other person that you authorise to use or view a Rundl.

3. (b)

   You are responsible for provision of support and assistance to Participants and Your Authorised Users in relation to Rundls hosted by you. We will provide you with technological support as to the operation of the Rundl Network.

4. (c)

   Any contravention of the Community Rules or the Participant Terms by you or by any of Your Authorised Persons will also be a contravention by you and Your Authorised Persons of these Host Terms.

5. (d)

   Each individual person that is one of Your Authorised Persons and each other individual (not being Your Authorised Persons) that you invite into a Rundl must maintain their individual registration in good order.

6. (e)

   You must comply with any applicable laws and regulatory requirements that apply to the particular transactions conducted in the Rundl and to your role as a Host in such transactions.

7. (f)

   You are responsible for Host Data, including entering Host Data into the Rundl Network and maintaining Host Data through back-up and restoration.

8. (g)

   You must ensure that you have all necessary rights and consents for us to host and process Host Data in accordance with these Host Terms. You must ensure that Host Data and our hosting and processing of Host Data in accordance with these Host Terms does not give rise to any civil or criminal liability for us.

9. (h)

   You are solely responsible for configuring the specifications of the Rundl, including (but not limited to) establishing any necessary tasks and/or milestones, adding and removing Participants, and establishing roles and barriers between Participants.

10. (i)

    You must not copy, modify or alter the Rundl Network or any of our documentation.

11. (j)

    You must not remove, alter or obscure any identification, copyright, trademark or other proprietary notices, labels or marks on or in the Rundl Network or any of our documentation.

12. (k)

    You agree to use all reasonable endeavours to ensure that any content submitted, created, processed, exchanged and/or hosted in the Rundl is not Unacceptable Material.

13. (l)

    Upon the request of a Participant in the Rundl, you must provide first level support to ensure the Participant can continue to participate in the Rundl.

14. 2.2 Host’s acknowledgements

15. (a)

    You acknowledge and agree that from time to time:

    1. the Rundl Network may be unavailable due to scheduled maintenance, system or updates, upgrades or changes and operational procedures;

    2. we may change, add or delete functions, features, performance or other characteristics of the Rundl Network provided that the functionality or availability of the Rundl Network will not be materially and adversely affected;

    3. we may deactivate your access to the Rundl Network due to systems issues;

    4. we need not examine or check for accuracy or otherwise of any information, including Host Data, that you enter into the Rundl Network; and

    5. we need not examine or check for accuracy or otherwise any information that any third party provides to us in connection with your access to, and use of, the Rundl Network; and

    6. we may send you electronic communications in the form of emails from time to time and you are responsible for ensuring that you are able to receive such communications at your registered email address.

16. (b)

    We do not warrant the accuracy or completeness of any data provided to us by any third party, including, but not limited to, State, Territory or Federal government agencies.

17. (c)

    You agree, as a fundamental term of these Host Terms on which we rely, that anything provided by you or any member of Your Group (or your respective employees, officers, contractors, representatives or agents) (Your Materials) in or for any Rundl or to assist us to perform the services or deliver the deliverables or software products, including (without limitation) any algorithms, data, logos, designs, copy and related materials provided by you or them, will not infringe any right of privacy or other legal right of any party or breach any applicable laws (including legislation), mandatory codes or practices and mandatory industry standards and codes (whatever called) (Law). You indemnify us and agree to keep us indemnified against any Loss or Claim that we suffer or incur arising out of Your Material infringing or breaching any Law.

18. 2.3 Permission to use Rundl material

    We permit you to use and adapt processes, templates, procedures, documents and forms that we make available to Hosts for use in Rundls, but only and solely:

19. (a)

    on the Rundl Network for use in Rundls hosted on the Rundl Network;

20. (b)

    with such Rundl branding or other identifiers or markings as such material is supplied with;

21. (c)

    in the course of offline or downstream use of individual items that are initially generated in Rundls hosted on the Rundl Network (but not resale of such individual items);

22. (d)

    subject to any particular or special limitations or conditions of access and use of particular material that we may post in respect of that material, which apply in addition to the restrictions stated in this clause; and

23. (e)

    not for resale or other commercialisation of the item itself as generated using that material or any adaptation of that material,
    and not any other purpose or use.

24. 2.4 Your Host Data

25. (a)

    By providing us with Your Host Data, you:

    1. grant us a non-exclusive, worldwide, royalty-free, perpetual right (including a right to sublicense) to use, copy, and modify Your Host Data in any form or on any medium for the Approved Purpose and for those purposes set out in the Privacy Policy; and

    2. warrant that you are authorised to grant such licence, including in relation to Your Host Data and any Personal Information contributed by each of Your Authorised Persons.

26. (b)

    You agree to indemnify and hold us (including any of our directors, officers, employees and contractors) harmless from any Loss or Claim made by any third party arising out of Your Host Data.

27. (c)

    We may, without notice to you, review, modify or remove any of Your Host Data in our absolute discretion including where we believe it violates the Host Terms.

3. Registration and your host data

1. 3.1 Registration

   1. Your registration as a Host is non-transferable.

   2. Upon successful registration as a Host, you may access the Rundl as a Host using your user name and password.

   3. You may cancel your registration as a Host by notifying us at our nominated support electronic address and providing your user name.

   4. We may refuse your registration or suspend, disable or cancel your Host account and access by any or all Participants (including but not only Your Authorised Persons) in a Rundl or Rundls hosted by you without notice, for any reason, including:

   5. We may suspend or cancel your registration as Host if you breach, or we reasonably believe you have breached, any of the provisions of these Host Terms.

4. Intellectual property rights

1. 4.1 Our IPRs

2. (a)

   You agree that IPRs in:

   1. services, reports, interim communications and other advices and deliverables;

   2. software products, whether available through the Rundl Network or otherwise, including (but not limited to) any upgrades, configurations, modifications, customisations, programming, documentation, specifications, or any content contained in the software products or reports available from the use of the software products;

   3. our Confidential Information, remain at all times the property of Rundl or our Related Bodies Corporate or our data suppliers (as appropriate). We do not assign or licence (other than permitting use in accordance with this clause 4) our IPRs or their IPRs. Your right of use of our IPRs or their IPRs is limited as stated in these Host Terms.

3. 4.2 Your IPRs

4. (a)

   We acknowledge and agree that:

   1. anything provided by you (or your employees, officers, contractors, representatives or agents and any members of Your Group); and

   2. your Confidential Information, remain at all times your property or the property of the property of Your Group. You do not assign your IPRs. Our right of use (and members of Our Group) of your IPRs is limited to performance of this Host Terms, reasonable record keeping and archival purposes and fulfilment of any other project that you or members of Your Group may request us to undertake.

5. 4.3 Branding

6. (a)

   You will not, and we will not, alter, obscure, remove, interfere with or add to any logos, trademarks, trade names, markings or notices used on or contained in any deliverables and software products at the time they are delivered to you. You will ensure that all of our logos, trademarks, trade names, markings and notices are reproduced on all copies of the deliverables and software products.

7. 4.4 Permission to use Rundl material

   We permit you to use and adapt processes, templates, procedures, documents and forms that make available to you for use in Rundls, but only and solely:

8. (a)

   for use on the Rundl Network in Rundls hosted on the Rundl Network;

9. (b)

   in reasonable user documentation related to use on the Rundl Network in Rundls hosted on the Rundl Network;

10. (c)

    in the course of normal business subsequent offline or downstream use of individual items that have been initially generated in Rundls hosted on the Rundl Network;

11. (d)

    with such Rundl branding or other identifiers or markings as such material is supplied with;

12. (e)

    in each case, subject to any particular or special limitations or conditions of access and use of particular material that we may post in respect of that material, which apply in addition to the restrictions stated in this clause; and

13. (f)

    not for resale or other commercialisation of the item itself as generated using that material or any adaptation of that material,
    and not any other purpose or use.

5. Fees

2. (a)

   Relevant Fees are as set out in the Pricing Guide. The Pricing Guide is as made available on our website at that time. Unless otherwise expressly agreed in writing between us and you, any Fees will increase on 1 January in each year in accordance with the Australian Consumer Price Index for the twelve (12) month period preceding the anniversary.

3. (b)

   You agree to pay to us the Fees:

   1. where periodic payments are expressed as payable in advance, when billed and debited by us in advance;

   2. where a billing and debit authorisation is in operation, when billed and debited by us;

   3. otherwise, within fourteen (14) days after the date of our invoice issued for those fees.

4. (c)

   You must provide us with a billing and debit authorisation before you and Your Authorised Persons are permitted to host a Rundl or receive any related service from us or any Third Party Material and Third Party Services and maintain that billing and debit authorisation as current whenever you and Your Authorised Persons host a Rundl or receive any related service or any Third Party Material and Third Party Services from us. You authorise us to debit Fees in full as and when you host a Rundl or you and Your Authorised Persons receive any related service or any Third Party Material and Third Party Services from us without us being required to make any further enquiry of you as to their capacity and authorisation by you.

5. (d)

   Fees are stated exclusive of taxes (including GST), duties and charges imposed or levied in Australia or overseas in connection with the supply and use of our services. Without limiting the foregoing, you will be liable for any new taxes, duties or charges imposed at any time.

6. (e)

   You may access your invoice through your account with us.

7. (f)

   We may:

   1. change fees as stated in the Pricing Guide as made available on our website at any time, subject to reasonable prior notice;

   2. alter the amount we deduct from your credit card or debit card if Fees as stated in the Pricing Guide change at any time; and

   3. set-off and deduct any payment owed to us under these Host Terms.

6. Limitations and exclusions of liability

1. (a)

   To the maximum extent permitted by law, we are not liable for any Loss or Claim that you or Your Authorised Persons may incur in relation to use of the Rundl Network, except to the extent that the Loss or Claim is suffered by you and directly arise from our breach of these Host Terms.

2. (b)

   We exclude any warranty as to accuracy or completeness of any data provided to us by any third party, including, but not limited to, State, Territory or Federal government agencies. By using the Rundl Network, to the maximum extent permitted by law you and Your Authorised Persons agree that we are not responsible or liable in any way for any Third Party Material or Third Party Services, Unacceptable Material, inappropriate conduct or apparent contraventions of these Host Terms by any individual or Participant or Host, including and loss or damage that you or Your Authorised Persons may suffer or incur as a result of any of these things.

3. (c)

   You agree to indemnify us and hold us harmless from and against any Loss or Claim arising out of or in connection with access by you or Your Authorised Persons to and use of Third Party Material and Third Party Services, including any error or omission in or failure to provide any Third Party Material or Third Party Services. Your use of or access to Third Party Material and Third Party Services also is subject to any additional or other terms and conditions upon which the provider of Third Party Material or Third Party Services makes available that material or those services. To the extent permitted by law, you agree with us for and on behalf of that third party (as a third party beneficiary of your promise) to indemnify and hold harmless that third party from and against any Loss or Claim arising out of or in connection with access by you or Your Authorised Persons to and use of Third Party Material and Third Party Services, including any error or omission in or failure to provide that material or those services, except to the extent that any such Loss or Claim is expressly permitted by any additional or other terms and conditions upon which that the provider of that Third Party Material or Third Party Services makes available that material or those services or as otherwise agreed between you and that third party or otherwise as required by law which cannot be excluded by agreement.

4. (d)

   All express or implied guarantees, warranties, representations, statements, terms and conditions relating to these Host Terms, the Rundl Network and the associated documentation that are not contained in these Host Terms, are excluded to the maximum extent permitted by law.

5. (e)

   In particular, and without limiting paragraphs (a), (b), (c) and (d):

   1. while we endeavour to provide a convenient and functional Rundl Network, we do not guarantee that requirements of you and Your Authorised Persons will be met or that use of the Rundl Network will be uninterrupted, error free or that the Rundl Network is free of viruses or other harmful components; and

   2. we are not responsible for any loss, corruption or interception of data sent to or from the Rundl Network which occurs outside of our computer systems (such as those which occur while being sent over the internet);

   3. you and Your Authorised Persons must install and use up-to-date anti-virus, anti-spyware and firewall software on access devices.

6. (f)

   Nothing in these Host Terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.

7. (g)

   If any guarantee, term, condition or warranty is implied into these Host Terms under the Australian Consumer Law or any other applicable legislation (a “Non-Excludable Provision”) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:

   1. in the case of goods, replacement of the goods or the supply of equivalent goods, the repair of the goods, payment of the cost of replacing the goods or of acquiring equivalent goods, or payment of the cost of having the goods repaired; or

   2. in the case of services, supplying of the services again, or payment of the cost of having the services supplied again.

8. (h)

   Subject to paragraphs (i) and (j) and our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, our maximum aggregate liability for all Loss or Claim under or relating to these Host Terms or the Rundl Network (except for any Loss or Claim arising directly or indirectly with the Consulting Services Terms) whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to the lesser of:

   1. the fees paid by you in the preceding twelve (12) months; or

   2. AUD $5,000.

9. (i)

   Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:

   1. special, indirect, consequential, incidental or punitive damages; or

   2. damages for loss of profits, revenue, goodwill, anticipated savings or loss, damage or corruption of data (including any data or information that is inputted by you and Your Authorised Persons into the Rundl Network to be stored or processed or made available in the Rundl Network in any form), whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of such loss or damage.

10. (j)

    Our liability to you and Your Authorised Persons is diminished to the extent that acts or omissions of you or Your Authorised Persons or third parties contribute to or cause the loss or liability.

11. (k)

    You must ensure that you have all necessary rights and consents for us to host and process Your Host Data in accordance with these Host Terms. You must ensure that Your Host Data and our hosting and processing of Your Host Data in accordance with these Host Terms do not give rise to any civil or criminal liability for us. You indemnify us against any Loss or Claim arising out of or in connection with:

    1. any content submitted, created, processed, exchanged and/or hosted by you or Your Authorised Persons being Unacceptable Material;

    2. any non-compliance with applicable laws or regulatory requirements that apply to the particular transactions conducted in the Rundl and to your role as a Host in such transactions by you and/or Your Authorised Persons;

    3. you not having necessary rights and consents for us to host and process Your Host Data in accordance with these Host Terms;

    4. Your Host Data and our hosting and processing of Your Host Data in accordance with these Host Terms giving rise to civil or criminal liability for us; and

    5. any breach of these Host Terms (including without limitation the Community Rules and the Participant Terms) by you and/or Your Authorised Persons.

7. Suspension and termination

1. 7.1 Suspension of access to Rundl Network

   Without limiting the generality of any other provision in these Host Terms (including our termination rights below), we may suspend the use of the Rundl by you with immediate effect if we reasonably believe that you and/or Your Authorised Persons are in breach of the Participant Terms or Community Rules or these Host Terms or any laws or regulations relevant to the use of the Rundl Network, in which case we will provide you with notice of such suspension as soon as reasonably practicable (which may be after the suspension has taken effect).

2. 7.2 Termination of access to Rundl Network

3. (a)

   We may terminate these Host Terms with immediate effect for any reason (including for convenience) by giving you written notice of such termination.

4. (b)

   You may terminate these Host Terms with immediate effect for any reason (including for convenience) by giving us thirty (30) days written notice of such termination.

5. 7.3 Effect of termination

6. (a)

   Upon termination or expiry of these Host Terms you must immediately cease accessing and using the Rundl Network.

7. (b)

   Termination of these Host Terms does not affect any accrued rights or remedies of either party.

8. (c)

   Clauses 6 (Limitations and exclusions of liability) and 8.1(b) (Governing law), together with any other provision which by its nature is intended to survive termination or expiry of these Host Terms, survives termination or expiry of these Host Terms for any reason.

8. General

1. (a)

   If any part of these Host Terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.

2. (b)

   These Host Terms are governed by the laws of New South Wales, Australia, and you irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

3. (c)

   The provisions of these Host Terms, the Participant Terms and the Community Rules constitute the entire agreement between us and you in relation to their subject matter and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between us and you in relation to the Rundl Network.

4. (d)

   Your use of the Rundl Network is conducted electronically and you agree that we may communicate with you electronically for all aspects of your use of the Rundl Network, including sending you electronic notices.

5. (e)

   No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.

6. (f)

   The word “including” when used in these Host Terms is not a term of limitation.

9. Updates to these host terms

We may update these Host Terms from time to time by posting on our website notice of such updates and the date that such updates take effect. If you do not agree to be bound by the updated Host Terms, you should cease accessing and using the Rundl Network on that date.