TERMS & CONDITIONS
Australian Online Cycling Marketplace Report 2013
Australian Online Cycling Marketplace Survey 2013
1. Licence & Restrictions
1.1 Bicycles Network Australia agrees to grant to the Licencee and the Licencee agrees to accept from Bicycles Network Australia a non-transferable and non-exclusive licence to access and use the Market Report on these terms and conditions.
1.3 The Licencee must provide their complete business or entity details when purchasing the report to which the Market Report is licenced.
1.4 The licencee must ensure that only staff employed by the licencee have access to the Market Report.
1.5 The licencee or authorised employees must not provide, distribute or copy to any other person or resell any of the Licensed Product or permit any such occurrence. The licencee agrees to take all necessary precautions to assure that no unauthorised persons have access to the Market Report and that all authorised persons with access refrain from unauthorised disclosure, duplication or reproduction.
1.6 Authorised users are not permitted to store copies of the Market Report or parts thereof on any computer, PDA or network where they can be accessed by an person who is not authorised.
2. Licence Fee & Term
2.1 The Licencee must pay to Bicycles Network Australia the Licence Fee before commencement of the Licence.
2.2 The Licence will commence on receipt of payment and continue in force unless terminated. The licence is terminated if the licencee enters into any merger, partnership, joint venture, association, scheme, combination or like arrangement with any other person, department, partnership, firm, company, corporation or association.
2.3 Termination of the Licence will not prejudice or otherwise affect any rights and obligations of the parties expressed in these terms and conditions to survive termination of the Licence, nor will it prejudice or otherwise affect any right or remedy one party has against another party in respect of any breach of these terms and conditions before termination, but will terminate all other rights and obligations of the parties under these terms and conditions.
2.4 On termination the Licencee must cease using the Market Report for any purpose and must destroy all copies (hard and electronic).
2.5 This clause 2 and clauses 3 and 5 survive termination of the Licence.
3. Intellectual Property:
3.1 The Licencee agrees that the Market Report and the intellectual property of the Market Report are and will remain the property of Bicycles Network Australia, and that the Licencee does not have any licence or right to use any content in the Market Report without the express written permission of Bicycles Network Australia.
4. Bicycles Network Australia Warranty
4.1 The licencee acknowledges and agrees that Bicycles Network Australia and its Related Parties make no other warranty relating to the Market Report including, without limitation, as to:
(a) non-infringement of third party rights, merchantability, fitness for any particular purpose or use, or accuracy or completeness;
(b) reliability, quality or availability of the Market Report through the internet;
(c) the absence of viruses or other contaminating or destructive properties in the software used to gain access to or use the Licensed Product; or
(d) any reference in the Market Report to a website operated by a third party, access to or the contents of the website, or any hyperlink to gain access to the website.
4.2 Bicycles Network Australia and its Related Parties total liability to the Licencee or any other person for breach of any of these terms and conditions or in tort (including negligence) or otherwise under or in connection with these terms and conditions or access to or use of the Licensed Product:
(a) will not exceed the Licence Fee, and
(b) will exclude liability for indirect, consequential or incidental loss or special or punitive damages; and the Licencee releases and indemnifies Bicycles Network Australia and its Related Parties from any claim arising under or in connection with these terms and conditions or access to or use of the Market Report by the Licencee or any of its Related Parties or any person to whom the Licencee has given access to or provided any of the Market Report to the extent the claim relates to liability which is excluded under clause 4.2(a) or (b).
4.3 No exclusion of implied terms or disclaimer or limitation of liability contained in this clause 4 applies to the extent that it is prohibited by law but where liability in connection with a defect in any data or report in the Licensed Product may be lawfully limited to the supply of that data or report again without the defect, liability is so limited.
5.1 These terms and conditions are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
5.2 If any provision of these terms and conditions is void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.
5.3 The purchase price is displayed during the purchase process with the relevant GST (Goods and Services Tax).
In these terms and conditions, unless the context otherwise requires:
“Licencee” means the entity named as the licence holder;
“Employee” means an employee of the licencee.
“GST” has the same meaning it has under the A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth of Australia;
“Bicycles Network Australia” is a business of Signale Pty Ltd ABN 431 526 010 75
“Licence” means the Licence granted to the Licencee under clause 1;
“Licence Fee” means the licence fee set out on the Application, as varied under clause 2;
“Market Report” means the 2013 Australian Online Cycling Retail Market Report
“Registered User” means an Employee who is registered to access and use the Market Report. “Person” includes a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency; “Related Party” means, with respect to a person, a related body corporate of the person or an officer, employee or agent of the person or a related body corporate of the person;
“Taxes” means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged including, without limitation, sales tax but does not include a tax assessed on a person’s income;