WEBIT TERMS AND CONDITIONS

WEBIT TECHNOLOGIES PTY LTD A.C.N. ("Webit Tech")

The following terms and conditions apply to all visitors to this Site.All User's access to this Site and use of the Services is subject to the general terms and conditions.

Please read the terms and conditions carefully. By entering this Site you acknowledge that you have read and you understand the terms and conditions and that you agree to be bound by the terms and conditions.

The Site is available to the User to:

(a)
Access conditional on the User's acceptance without alteration of the terms and Conditions set out below. By continuing to access the Site the User is agreeing to the terms and conditions set out below in Part A and the general conditions in Part D.
(b)
Provide information to the Site conditional on the User's acceptance without alteration of the terms and conditions set out below. By continuing to provide information to the Site you are agreeing to the terms and conditions set out below in Part B and the general conditions in Part D.
(c) If Services are provided to:
  (i) vary the functionality of the Site for the specific requirements of the User
or
  (ii) as Services additional to the functionality of the Site;

then such Services are provided on the terms and conditions as set out below in Part C and the general conditions in Part D.

Part A - Access to Site and Use

1.   Use of Site and Materials

    1.1 Except for the limited use set out in Part B the User may not use the Site, or the material contained on it, for any purpose. This involves:
      (a) the reproduction of the material in any material form;
      (b) the distribution of the material in any material form;
      (c) re-transmission of the material by any medium of communication;
      (d) uploading and/or reposting the material to any other site on the WWW;
      (e) "framing" the material on the Site with other material on any other WWW site.

              The above are unlawful in any jurisdiction and are specifically prohibited by this Agreement.

    1.2 Notwithstanding the above restrictions on use of the material on the Site, the User may download material from the Site for personal non-commercial use provided the User does not remove any copyright and trade mark notices contained on the material.

    1.3 The User may not modify or copy:
(a)  the layout of the Site; and
(b)  any computer software and code contained in the Site.
    1.4 Webit IP Pty Ltd reserves all Intellectual Property rights, including, but not limited to, copyright in material and/or the Site. Webit Tech has been granted an exclusive non-transferable licence of the Site. The material provided on the Site is provided for the purpose of providing the Services only and may not be:
(a)  re-sold and/or re-distributed in any material form;
(b)  stored in any storage media; and/or
(c)  re-transmitted in any media
without the prior written consent of Webit Tech.

    1.5 The User must not manipulate; damage or attempt to damage this Site. In particular, without limitation, User must not:
(a)  overload this Site;
(b)  connect this Site to or load on to this Site any virus, trojan horse, time bomb, worm, cancelbot or other computer software that may cause the site to fail or perform in a manner otherwise than to act in accordance with its intended functionality
2.   Links to other web sites
    2.1 The Site may contain links to sites on the WWW owned and operated by third parties and which are not under the control of Webit Tech

    2.2 In relation to the other sites on the WWW, which are linked the Site, Webit Tech provides the links to other sites as a convenience to the User and the existence of a link to other sites does not imply any endorsement by Webit Tech of the linked site;

    2.3 Webit Tech is not responsible for material contained in those linked sites.

3.   Ownership

    3.1 All Users acknowledge and agree that the Site is the exclusive property of Webit IP Pty Ltd and it owns all rights, title and interest including copyright and other Intellectual Property rights, in and to any and all ideas, concepts, expertise, programmes, systems, methodologies, data or other materials embodied in, underlying or reduced to practice in the Site and that Webit Tech has been granted an exclusive non-transferable licence of the Site

    3.2 The Site may only be used by the User as expressly authorised herein. All rights not specifically granted by Webit Tech hereunder are reserved by Webit Tech

4.   Disclaimer
    4.1 Webit Tech is making the Site available for others to publish information without assuming a duty of care to the User. Webit Tech is not in the business of providing professional advice and gives no warranty, guarantee or representation about the accuracy, reliability or timeliness or otherwise of the information contained on the Site and/or linked sites on the WWW.

    4.2 To the full extent permitted by law, Webit Tech disclaims any and all warranties, express or implied regarding:

     
(a)
 the accuracy, reliability, timeliness or otherwise of any information contained or referred to on the Site and/or of any linked sites.
     
(b)
 the merchantability or fitness for any particular purpose for any product contained or referred to on the Site and/or on any linked site.
     
(c)
 Webit Tech will not be liable under any circumstances for any loss of profits or any Damages of any kind recognised by law (even if it has been advised of the possibility of such loss of profits or Damages) which are the consequence of the User:-
     
(i)
 acting, or failing to act, on any information contained on or referred to on the Site and/ or any of the linked sites; and
     
(ii)
 using or requiring, or the Users inability to use or acquire, any product contained or referred to on the Site and/or linked sites.
    4.3 Webit Tech does not warrant guarantee or make any representation that:
      (a) the Site or the server that makes the Site available on the WWW are free of software viruses;
      (b) the functions contained in any software contained on the Site will operate uninterrupted or are error free; and
      (c) errors and defects in the Site will be corrected.
    4.4 Webit Tech is not liable to the User for:
      (a) errors or omissions in the Site or linked sites on the WWW;
      (b) delays to, interruptions of or cessation of the Services provided in the Site, or linked sites; and
      (c) defamatory, offensive or illegal conduct of any User of the Site.
      whether caused by Webit Tech, its employees or independent contractors or through any other cause.
    4.5 The User is responsible for assessing the reliability, relevance and accuracy of information on this Site, and The User accepts all risks and responsibility for all loss, Damages, costs and other consequences resulting from using this Site;

    4.6 The WWW exists across open public networks that are neither secure nor private. Accordingly, the User acknowledges and accepts the risk that;
     
(a)
 any communication to or from this Site may be intercepted, used or modified by third parties;
     
(b)
 material obtained in communications to or from or through this Site may contain computer viruses and other defects.
    4.7 All Users agree to accept the full costs of any necessary repair, correction and maintenance of any of your computer software or hardware, which may be necessary as a consequence of you accessing the Site.

5.   Limitation of liability
    5.1 To the full extent permitted by law Webit Tech's liability for any implied warranty or condition is limited at the choice of Webit Tech, to one or more of the following:
If the breach of an implied warranty or condition relates to the Services
     
(a)
 the supply of the Services again; or
     
(b)
 the payment of the cost of having the Services supplied again
    If the breach of an implied warranty or condition relates to goods:
     
(c)
 the replacement of the goods or the supply of equivalent goods
     
(d)
 the repair of such goods; and
     
(e)
 the payment of the cost of replacing the goods or acquiring equivalent goods, or having the goods repaired.
    5.2 In any event, for the purpose of clause 5.1, the total liability of Webit Tech will not exceed the amount provided for in clause 21.2 herein
6.   Recourse
    If the User is dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines, or practices of Webit Tech in operating the Site, the User's sole and exclusive remedy is to discontinue using the Site.

7.   Use of information gathered
    7.1 Webit Tech and/or people authorised by it may gather and process the information:
      (a) which the User may provide when accessing the Site, such as the name, address, e-mail address and other personal information of the User; and
      (b) regarding the way in which the User uses the Site including, without limitation, information acquired through the use of "cookies" programmed during the accessing of the Website.
8.   Termination of access
    Webit Tech may terminate access to the Site at any time without giving any explanation or justification for the termination of access, and Webit Tech has no liability for any costs, losses or Damages of any kind arising as a consequence of terminating access to the Site.
9.   Password and security

    9.1 The User is responsible for maintaining the confidentiality and security of its User identification (User Id) and password to the Service.

    9.2 The User acknowledges that it is responsible for any and all activities that occur with respect to using the Site under the User's Id and the password as a result of the use of the User's Id and password by the User, its agents, employees, assigns or any other party acting directly or indirectly through or for the User, or as a result of the User's negligence. The User hereby releases and indemnifies Webit Tech in respect of any claims, actions, losses and liabilities that arise as a result of the use of the Users Id and password by the User, its agents, employees, assigns or any other party acting directly or indirectly through or for the User or as a result of the User's negligence.
    9.3 The User agrees to notify Webit Tech immediately becoming aware of any unauthorised use of its User Id or password or other breach of security.
    9.4 Webit Tech is not responsible for any damage the User may suffer through failure by the User to maintain security in relation to the User's password to the Site or through unauthorised use of the User's password.

10.   Privacy
    Webit Tech cannot ensure or guarantee privacy for its Users. It is therefore recommended that this Site not be used for the transmission of Confidential Information. Any such use shall be at the sole risk of the User and Webit Tech shall be relieved of all liability in connection therewith.
11.   Confidential Information
    Webit Tech is authorised to collect from any party and to obtain all relevant information relating to the User's use of the Site, and all Users hereby authorise any party to provide Webit Tech with such information. All Users and agree that unless Webit Tech is notified to the contrary, you further authorise Webit Tech to disclose, on a confidential basis, to any party with whom Webit Tech has business relations, all relevant information relating to your dealings with Webit Tech and the Site.

12.   Alteration of terms of access

   
Webit Tech reserves the right to change this Agreement:
(a)      with or without further notice to you; and
(b)      without giving you any explanation or justification for such change.

13.   Monitoring
    13.1 Webit Tech has no obligation to monitor the Site. However, the User agrees that Webit Tech has the right to monitor the Site electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, in order to operate the Site properly or to protect itself or its Users.

    13.2 Webit Tech will not intentionally monitor or disclose any private electronic mail message, unless required by law.

    13.3 Webit Tech reserves the right to refuse to post or to remove any information or materials, in whole or in part, that in its sole discretion are unacceptable, undesirable or in breach of this Agreement.

Part B - Information/Materials Provided

14.   User Warranties
    The User represents and warrants in relation to any material and/or information the User provides to the Site that:
      (a) it is authorised to provide the material and/or information;
      (b) the material and/or information is not defamatory or a malicious falsehood in relation to any product, service, person or corporation;
      (c) the material and/or information is not the "passing off" of any product or service and does not constitute unfair competition;
      (d) the material and/or information does not infringe any Intellectual Property right including, but not limited to,trade marks, service marks or business names (whether registered or unregistered), Confidential Information and copyright; and
      (e) the material and/or information does not infringe any legislation or regulations of the Commonwealth of Australia and the State of New South Wales including, but not limited to, the Trade Practices Act 1974 (Cth) and the and any other parliament competent to legislate in relation to the Site or any law in any country where the material and/or information is or will be available electronically to users of the Site.
15.   Licence to use intellectual property
    By uploading any material which is Intellectual Property including, but not limited to, copyrighted works, trade marks and service marks on to the Site, the User is granting Web Tech a perpetual, non-exclusive and payment-free licence throughout the world to:
      (a) reproduce, use and exploit the Intellectual Property, as part of the Site and to provide the Services, to the full extent permitted by intellectual property law in any jurisdiction in which the Site is available to users; and
      (b) allow Web Tech to sub-licence others the same rights granted to it in (a) above.
16.   Limitation of Liability

    16.1 Webit Tech and its respective officers, employees and agents have no liability for any costs, losses or Damages of any kind, which the User may incur, arising whether directly or indirectly. This applies in relation to or in connection with any material and/or information supplied on this Site and as a consequence of removing any material and/or information from this Site.

    16.2 In any event, for the purpose of clause 16.1, the total liability of Webit Tech will not exceed the amount provided for in clause 21.2 herein.

Part C - Services

17.   Services
    17.1 During the term of this Agreement Webit Tech will provide the Services to the User as described in the Purchase Order
    17.2 All Users acknowledge and agree that Webit Tech reserves the right, in its sole discretion at any time and from time to time, to modify any or all of the Services without liability of any kind.

    17.3 All Users agree that they will not, for any commercial purpose other than that of receiving the benefit of the Services, upload, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit, any content obtained through the Services.
    17.4 The Services are not be used:
    (a) for any illegal purpose;
      (b) to interfere with or disrupt networks connected to the Services;
    (c) other than in compliance with all regulations, policies and procedures of networks connected to the Services;
      (d) to disseminate or transmit any material that:
   
(i)    is unlawful, harassing, defamatory, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;
     
(ii)   encourages conduct that would constitute a criminal offence or give rise to civil liability;
   
(iii)  the User does not have a right to make available under any law, contractual or fiduciary relationship (such as inside information) or proprietary or Confidential Information learned or disclosed as part        of employment relationships or under non-disclosure agreements;
     
(iv)  infringes any patent, trademark, trade secret, copyright, right of publicity or other proprietary right of any party;
   
(v)   constitutes unsolicited or unauthorised advertising, promotional materials, surveys, contests, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
   
(vi)  contains software viruses or other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
18.   Ownership

    18.1 All Users acknowledge and agree that the Services are the exclusive property of Webit Tech and Webit Tech owns all rights, title and interest including copyright and other Intellectual Property rights, in and to any and all ideas, concepts, expertise, programmes, systems, methodologies, data or other materials embodied in, underlying or reduced to practice in the Services and the Site.

    18.2 The Services may only be used by the User as expressly authorised herein. All rights not specifically granted by Webit Tech hereunder are reserved by Webit Tech.
19.   Fees and payment terms

    19.1 Fees will be charged as per the Purchase Order.

    19.2 The Purchase Order must be received before commencement of the Service can be undertaken.

    19.3 The parties agree that any and all amounts and other consideration referred to in this Agreement are exclusive of any GST and that if any GST is imposed on any supply made under this Agreement, then the party making the supply will collect from the recipient, in addition to any consideration due for the supply. The GST imposed on the supply is calculated by multiplying the amount or value of the consideration for the supply by the GST tax rate prevailing as at the date the supply is made. If the recipient of the supply is required to pay an additional amount for GST pursuant to this clause, then the recipient will pay the increased amount in the same manner and at the same time as the consideration, which may be due under this Agreement.

20.   Disclaimer and Limitation of Liability

    20.1 To the maximum extent permitted by law, Webit Tech excludes all warranties express or implied statutory or otherwise as to the quality, merchantability, or suitability or fitness for any particular purpose of the Services. In particular Webit Tech, its directors, employees and/or related bodies corporate do not make any representation or warranty as to:
    (a) the reliability or accuracy, completeness or timeliness of the Services;
      (b) the suitability of the Services for any User's particular needs; and
    (c) the suitability, quality, merchantability, physical state or fitness for any purpose of any goods or services bought or sold to as a result of use of the Services.

    20.2 The User acknowledges that risks, delays and failures in the WWW and the software and hardware used to provide the Services will occur due to factors outside Webit Tech control. Without limiting clause 20.1, Webit Tech does not warrant that the Services will be uninterrupted or error free, and excludes all responsibility and liability for such risks delays and failures.

    20.3 In no event shall Webit Tech be liable to the User or any other person for any loss or Damages and/or loss of profits arising directly or indirectly from the use of or reliance on the Services or from any other cause relating to the User's access to or inability to access the Services for whatever reason, including but not limited to any loss or damage arising from:
    (a) interruptions or errors in access to the provision of the Services;
      (b) any transaction entered into by any party as a result of use of the Services.
    20.4 The User is responsible for assessing the reliability, relevance and accuracy of information on this Site, and The User accepts all risks and responsibility for all loss, Damages, costs and other consequences resulting from using the Services.

    20.5 To the full extent permitted by law Webit Tech's liability for any implied warranty or condition is limited at the choice of Webit Tech, to one or more of the following:

If the breach of an implied warranty or condition relates to Services
    (a) the supply of the Services again; or
      (b) the payment of the cost of having the Services supplied again.
    20.5 If the breach of an implied warranty or condition relates to goods:
    (c) the replacement of the goods or the supply of equivalent goods;
      (d) the repair of such goods; and
      (e) the payment of the cost of replacing the goods or acquiring equivalent goods, or having the goods repaired.
    20.6 In any event, for the purpose of clause 20.5, the total liability of Webit Tech will not exceed the amount provided for in clause 21.2 herein.

Part D - General

21.   Indemnity
    21.1 The User will at all times indemnify and keep indemnified Webit Tech, its officers, employees and agents (in this clause 21.1 referred to as "those indemnified") from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of those indemnified arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified where such loss or liability arose out of, in connection with, or in respect of any breach of this Agreement by the User or publication of or distribution of the material and/or information supplied by the User.

    21.2 The total liability of the Webit Tech arising out of any particular breach of this Agreement for Damages regardless of the cause of action, whether contract, tort (including, without limitation, negligence) or breach of statute or any other legal or equitable obligation is limited to the Fees paid by the User under this Agreement for the event giving rise to liability

    21.3 The User acknowledges and accepts that, to the extent permitted by law, Webit Tech will be under no liability to the User whatsoever, whether in:
    (a) contract or tort (including, without limitation, negligence);
      (b) breach of statute; or
      (c) any other legal or equitable obligation,
    in respect of any loss or Damages referred to in clause 21.4.

    21.4 The loss or Damages referred to in clause 21.3 are loss or Damages (including loss of profit or savings), however caused, which without limiting the generality of the foregoing may include loss or Damages:
    (a) caused directly or indirectly by any act or omission of Webit Tech, or any subcontractor, in carrying out the Services where the User has used the Site or any material prepared by the Webit Tech for inclusion on the Site;
      (b) caused directly or indirectly by any act or omission of any user, whether that person is authorised to access the Site or is not authorised to access the Site, and whether or not Webit Tech has knowledge or notice of, authorised or otherwise permitted such infringement or other act or omission; or
      (c) suffered or incurred or which may arise directly or indirectly in respect of any infringement by any user, whether that person is authorised to access the Site or is not authorised to access the Website, of:
     
(i)
 the Intellectual Property rights of the User;
     
(ii)
 the Third Party Rights; or
     
(iii)
 any other right of the Webit Tech in or in relation to the Site
      (d) any loss or Damages (howsoever caused) from any breach of this Agreement by the User.

22.   Notices
    22.1 A notice under this Agreement will be in legible writing and in English addressed to the party concerned at that party's address.

    22.2 For the purpose of a notice under clause 22.1 a party's address is the address specified at the commencement of this Agreement or as notified to each other party.

    22.3 A notice may be served by giving it to the other party personally by posting it by security post, by faxing it or by email.

    22.4 If the notice is posted by security post it is deemed to be received by the receiving party two (2) Business Days after posting.

    22.5 If the notice is faxed, it is deemed to be received by the receiving party when the completed transmission report is received unless:-
    (a) the sending party's machine indicates a malfunction in transmission; or
      (b) the receiving party within a reasonable time and in any event no later than two (2) Business Days, informs the sending party of an incomplete transmission or the transmission is completed outside Business Hours at the receivers address, in which case the notice is regarded as received a the commencement of Business on the following Business Day in that place.

23.   Enforceability
    23.1 Any clause or part of a clause of this Agreement which is void, illegal or unenforceable in any jurisdiction is void, illegal or unenforceable only to that extent in that jurisdiction.

    23.2 Where any clause or part of that clause is void, illegal or unenforceable it may be severed without affecting any other part of this Agreement.

24.   Waiver
    24.1 No right under this Agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right.

    24.2 No right under this Agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right.

    24.3 A party does not waive its rights under this Agreement because it grants an extension of time to the other party.

25.   Variation

    A variation of this Agreement will be in writing and signed by each of the parties.

26.   Relationship of the parties
    26.1 This agreement does not create any partnership, joint venture or agency relationship between the parties.

    26.2 The User may not enter into any agreements or incur any liabilities on behalf of the Webit Tech without the Webit Tech's prior written consent and may not represent to any person that it has any authority to act on behalf of the Webit Tech.

27.   Governing Law and Jurisdiction

    This Agreement is governed by, takes effect and will be construed in accordance with the laws of New South Wales, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in New South Wales and courts entitled to hear appeals therefrom.

28.   Definitions and Interpretation

    28.1 Definitions

     

In this Agreement unless a contrary intention appears:
"Business Day" means the day on which banks (as defined in the Banking Act, 1959 (Cth)) are open for general banking business in New South Wales, excluding Saturdays and Sundays and public holidays;
"Business Hours" means from 9.00 am to 5.00 pm on a Business Day;
"Confidential information" means:
   
(i)  All trade secrets and all financial, accounting, marketing and technical information, customer and supply lists, ideas, concepts, know-how technology, operating procedures, processes, knowledge and   other information belonging to, used by or relating to Webit Tech and its transaction affairs which are not in the public domain.
     
(ii)  All notes and reports incorporating or derived from information referred to in paragraph (i) and (ii) or copies of the information , notes and reports referred in paragraphs (i) and (ii).
      "Damages" means damages and includes, without limiting its generality, indirect, punitive, incidental, special, or consequential damages;
"Fee" means the fee charged by Webit Tech for the services provided under this Agreement as defined in the Purchase Order;
"GST Act" means A New Tax System (Goods and Services Tax) 1999 (Cth) and any associated legislation and regulations;
"GST" means any Goods and Services Tax under the GST Act or a tax of a like or analogous nature that is imposed, assessed or levied in relation to any supply made of goods, services or anything under this Agreement;
"Intellectual Property" means all intellectual property and proprietary rights (whether registered or unregistered) owned or used by the Licensor in connection with the Licensor Business including:
   
(a)
 business names;
   
(b)
 all trade or service marks (whether registered or unregistered);
   
(c)
 all Confidential Information; and
   
(d)
 all patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs, know how, logos, registered and unregistered designs, design rights, copyright and similar industrial or intellectual property rights;
      "Purchase Order" has the same meaning given to it as in the Purchase Order Agreement;
"Services" means the services to be provided by Webit Tech under this Agreement including those services set out in the Purchase Order;
"Site" means http://www.WebitBuildt.com;
"Third Party Rights" means Intellectual Property rights owned by or licensed to third parties including:
   
(a)
 computer programmes by third parties and licensed by Webit Tech and any subcontractors who develop the Site; and
   
(b)
 any literary, dramatic, artistic owned by third parties and licensed for inclusion in the Site;
      "User" means any persons who access this Site;
"WWW" means the World Wide Web.