BACKGROUND:
These
terms and conditions apply as between you, the User of Services
provided therein and Systems Together Ltd the owner(s) of the
Services and this Website. Your agreement to comply with and be
bound by these terms and conditions and to grant any and all
licences required is deemed to occur upon your acceptance of
these terms and conditions prior to your first use of the
Services.
1. Definitions
and Interpretation
1.1 In these terms and conditions,
unless the context otherwise requires, the following expressions
have the following meanings:
“Account” means
collectively the personal information, payment information and
credentials used by Users to access the Services through the Web
Site;
“Agreement” means
the binding agreement that shall come into effect between the
User and Systems Together Ltd following the User’s
acceptance of these terms and conditions and which shall
incorporate these terms and conditions;
“Content” means
any text, graphics, images, audio, video, software, data
compilations and any other form of information capable of being
stored in a computer that appears on or forms part of the
Website;
“Services” means
collectively the online facilities, tools, services or
information that Systems Together Ltd makes available through the
Website either now or in the future;
“Subscription Fee” means
the sum of money paid by Users at 12 monthly intervals to keep
their Account active and to enable them to access the Services;
“Subscription
Period” means the period for which a
subscription has been purchased and may refer to all systems
provided accordingly;
“User
/ Users” means any third party that accesses
the Website and the Services that is not employed by Systems
Together Ltd and acting in the course of their employment; and
“Website” means
the website on which these terms and conditions appear
(www.systemstogether.com) and any sub-domains of that website
unless expressly excluded by their own terms and conditions.
1.2 Unless the context
otherwise requires, each reference in these terms and conditions
to:
1.2.1 “writing”,
and any cognate expression, includes a reference to any
communication effected by electronic or facsimile transmission or
similar means;
1.2.2 a
statute or a provisions of a statute is a reference to that
statute or provision as amended or re-enacted at the relevant
time;
1.2.3 a
Clause or paragraph is a reference to a Clause of these terms and
conditions.
1.3 The headings used in these
terms and conditions are for convenience only and shall have no
effect upon the interpretation of these terms and
conditions.
1.4 Words imparting the
singular number shall include the plural and vice versa.
1.5 References to any gender shall
include the other gender.
2.1 Systems Together Ltd shall
use its best and reasonable endeavours to provide the Services on
an error-free basis and without interruption.
2.2 Notwithstanding
sub-Clause 2.1, Systems Together Ltd does not provide any
guarantee that provision of the Services shall be error-free or
without interruption and reserves the right to alter or suspend
provision of the Services without prior notice to Users. By
accepting these terms and conditions the User acknowledges that
the Services may change in form or nature at any time.
2.3 Systems
Together Ltd shall have the right, exercisable at its sole
discretion, to terminate provision of the Services without prior
notice to Users.
2.4 Systems Together
Ltd’s right to perform any of the actions detailed in this
Clause without prior notice, Systems Together Ltd shall use its
best and reasonable endeavours to provide such notice whenever
possible.
3. Access
to Services
3.1 The User represents and warrants that they have the
authority to enter into the Agreement, to use the Services, and
to perform any and all acts as may be necessary under these terms
and conditions.
3.2 If the User is unable to comply with the requirements of
sub-Clause 3.1 they shall be prohibited from using the Services
and must not accept these terms and conditions.
3.3 In order to use the
Services and to submit or create Content, Users are required to
create an Account and to submit certain personal details.
By accepting these terms and conditions the User represents and
warrants that:
3.3.1 any
information that is submitted is accurate and truthful;
3.3.2 all such information will
be kept accurate and up-to-date; and
3.3.3 the means by which they
identify themselves does not violate any part of these terms and
conditions or any applicable laws.
3.4 If the User has reason to
believe that their Account details have been obtained by another
without consent, the User should contact Systems Together Ltd
immediately to suspend their Account and cancel any unauthorised
orders or payments that may be pending. Users should be
aware that orders or payments can only be cancelled up until the
point at which the Services are used for the first time through
that particular Account. In the event that unauthorised use
is made prior to the User notifying Systems Together Ltd of the
unauthorised nature of the order or payment, Systems Together Ltd
will suspend access to the Services and the withdrawal of any
scheduled payments pending investigation. Following
investigation, it shall be determined whether or not to cancel
access to the Services and make a full or partial refund of the
payment to the User.
3.5 The terms of sub-Clause 3.4 shall apply notwithstanding
any related provisions in Clause 16.
4. Subscriptions
4.1 Subscription charges
commence on the date that the User activates their
subscription. The User’s credit / debit card will be
billed on activation and every 12 months thereafter if the user
gives prior consent.
4.2 The first payment will be at the price advertised on the
Website. Systems Together Ltd reserves the right to change
Subscription Fees from time to time and any such changes may
affect Users’ subscription rates.
4.3 Increases in price will
[not] be reflected in the User’s subscription on the date
of the immediately subsequent renewal.
4.4 Decreases in price will
[not] be reflected the User’s subscription on the date of
the immediately subsequent renewal.
4.5 If a User terminates their
subscription or Account they will continue to have access to the
Services for the remainder of the prevailing Subscription Period
up until the renewal date whereupon access will cease unless the
User chooses to pay the Subscription Fee to reactivate their
subscription.
4.6 If a User subscribes in error they must inform Systems
Together Ltd within 24 hours of subscribing and must not use the
Services during that time. If any use can be traced to the
User’s Account, no refund will be provided.
5. Use of Services
5.1 The Services are for users
named in the subscribing organisation and may not be outsourced.
5.2 Users are permitted
to use the Services only in accordance with:
5.2.1 these terms and conditions; and
5.2.2 any relevant
law, regulation or other applicable instrument in their
particular jurisdiction.
5.3 Subject to any express
agreement to the contrary, Users may only access the Services
through the normal means provided by Systems Together Ltd.
Users shall not attempt to download, convert or otherwise
reverse-engineer any part of the Services.
5.4 The restrictions set out
in sub-Clause 5.3 shall not apply to Content submitted or created
by a particular User where that User is downloading their
Content, nor to any other Content that a User may have permission
to access.
5.5 Users may not engage in any conduct that may disrupt
provision of the Services by Systems Together Ltd.
5.6 Subject to any express
agreement to the contrary, Users may not reproduce, copy,
duplicate, trade or resell the Services.
5.7 Users’ rights to use
the Services are non-exclusive, non-transferrable and fully
revocable at Systems Together Ltd’s discretion.
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