1. Introduction
1.1 These terms and conditions shall govern your use of Corporate Overhaul’s (we, us, our) website. Corporate Overhaul includes associated entities and related companies and all staff, contractors and agents of all of them.
1.2 Means the user (you) the legal entity who has accepted these terms and conditions by clicking the “I Accept” button on the Corporate Overhaul website and has successfully completed the Corporate Overhaul user registration process and will be liable for fees and charges that may be incurred in using the Corporate Overhaul services.
1.3 By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.
1.3 We may change these terms and conditions at our discretion and without notice. By
continuing to use this website you accept the terms and conditions as they apply from time to time.
1.4 If you register with our website, submit any material to our website or use any of our website services, we will ask you to expressly agree to these terms and conditions.
1.5 Our website may use cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our cookies policy and privacy policy.
2. Copyright notice
2.1 Copyright (c) Corporate Overhaul 2018.
2.2 Subject to the express provisions of these terms and conditions:
(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
(b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.
(c) our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights; and
(d) all third party trade marks appearing on this website belong to their respective owners and we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
3. Licence to use website
3.1 You may:
(a) view pages from our website in a web browser;
(b) download pages from our website for caching in a web browser;
(c) print pages from our website;
(d) stream audio and video files from our website; and
(e) use our website services by means of a web browser,
for your non-commercial, personal or internal business use, subject to the other provisions of these terms and conditions.
3.2 You must obtain our prior written permission if you’d like to use, copy or reproduce any part of the website for any other purpose.
3.3 Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.
3.3 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.
3.5 Unless you own or control the relevant rights in the material, you must not:
(a) republish material from our website (including republication on another website);
(b) sell, rent or sub-license material from our website;
(c) show any material from our website in public;
(d) exploit material from our website for a commercial purpose; or
(e) redistribute material from our website.
3.6 Notwithstanding Section 3.5, you may redistribute our newsletter in print and electronic form to any person.
3.7 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.
4. RSS feed
4.1 You may access our RSS feed using an RSS reader or aggregator.
4.2 By accessing our RSS feed, you accept these terms and conditions.
4.3 Subject to your acceptance of these terms and conditions, we grant to you a non-exclusive, non-transferable, non-sub-licensable licence to display content from our RSS feed in unmodified form on any non-commercial website owned and operated by you, providing that you must not aggregate our RSS feed with any other feed when displaying it in accordance with this Section 4.3.
4.4 It is a condition of this licence that you include a credit for us and hyperlink to our website on each web page where the RSS feed is published (in such form as we may specify from time to time, or if we do not specify any particular form, in a reasonable form).
4.5 We may revoke any licence set out in this Section 4 at any time, with or without notice or explanation.
5. Acceptable use
5.1 You must not:
(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;
(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
(e) access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;
(f) violate the directives set out in the robots.txt file for our website; or
(g) use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).
5.2 You must not use data collected from our website to contact individuals, companies or other persons or entities.
5.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.
6. Registration and accounts
6.1 You may register for an account with our website by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you.
6.2 You must not allow any other person to use your account to access the website.
6.3 You must notify us in writing immediately if you become aware of any unauthorised use of your account.
6.4 You must not use any other person’s account to access the website, unless you have that person’s express permission to do so.
7. User login details
7.1 If you register for an account with our website, you will be asked to choose a user ID and password.
7.2 Your user ID must not be liable to mislead and must comply with the content rules set out in Section 10; you must not use your account or user ID for or in connection with the impersonation of any person.
7.3 You must keep your password confidential.
7.4 You must notify us in writing immediately if you become aware of any disclosure of your password.
7.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, you are responsible for their misuse if you don’t and may be held liable for any losses arising out of such a failure.
8. Cancellation and suspension of account
8.1 We may:
(a) suspend your account;
(b) cancel your account; and/or
(c) edit your account access details,
at any time in our sole discretion without notice or explanation.
8.2 You may cancel your account on our website using your account control panel on our website.
9. Your content: licence
9.1 In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.
9.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.
9.3 You grant to us the right to sub-license the rights licensed under Section 9.2.
9.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 9.2.
9.5 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
9.6 You may edit your content to the extent permitted using the editing functionality made available on our website.
9.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.
10. Your content: rules and online conduct
10.1 You warrant and represent that your content will comply with these terms and conditions.
10.2 Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
10.3 You agree to use the website only for lawful purposes. Your content, and the use of your content by us in accordance with these terms and conditions, must not:
(a) be libelous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) constitute any conduct which will give rise to civil liability or otherwise violate any applicable local, state, national or international law;
(h) be in contempt of any court, or in breach of any court order;
(i) be in breach of racial or religious hatred or discrimination legislation;
(j) be blasphemous;
(k) be in breach of official secrets legislation;
(l) be in breach of any contractual obligation owed to any person;
(m) depict violence in an explicit, graphic or gratuitous manner;
(n) be pornographic, lewd, suggestive or sexually explicit;
(o) be untrue, false, inaccurate or misleading;
(p) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(q) constitute spam;
(r) be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
(s) cause annoyance, inconvenience or needless anxiety to any person.
10.4 Our website may enable you to post comments (for example, on blogs, forums or other public areas). You are responsible for all comments that you post (or that are posted using your username and password).
10.5 Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
10.6 You must not use our website to link to any website or web page consisting of or containing material that would, were it posted on our website, breach the provisions of these terms and conditions.
10.7 You must not submit to our website any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
10.8 Although in the absence of a specific complaint the postings are monitored for compliance with this provision, in an effort to discourage such conduct, please note that all postings in the forum area will list the author’s name and institution – no anonymous postings are permitted.
10.9 No data transmission over the internet can be guaranteed as totally secure. Whilst we strive to protect such information we do not warrant and cannot ensure the security of information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk.
11. Report abuse
11.1 If you learn of any unlawful material or activity on our website, or any material or activity that breaches these terms and conditions, please let us know.
11.2 You can let us know about any such material or activity by contacting us on our contact information on our website.
12. Use on behalf of organisation
12.1 If you use our website or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:
(a) yourself; and
(b) the person, company or other legal entity that operates that business or organisational project,
to these terms and conditions, and in these circumstances references to "you" in these terms and conditions are to both the individual user and the relevant person, company or legal entity.
13. Fees Payable
13.1 You shall be liable for and pay to Corporate Overhaul the fees and charges as set out in website pursuant to a purchase order submitted by you via the Corporate Overhaul website.
13.2 You agree that all fees and charges are incurred by you personally (even if you have incurred such fees or charges on behalf of any other party).
13.3 You acknowledge that fees and charges for the Corporate Overhaul services may be amended by Corporate Overhaul from time to
time. If Corporate Overhaul gives notice on its website of variation of the fees or charges, you are deemed to have accepted such fee variation if you
continue to use the Corporate Overhaul service. If you do not accept the fee variation for on-going Corporate Overhaul services, you are obliged to advise Corporate Overhaul accordingly and you will not be entitled to continue to use the on-going Corporate Overhaul services (following the expiry of a then current subscription or licence term, if applicable or where appropriate).
14. Legal Disclaimers
14.1 General information and not legal advice The content on our website is intended only to provide a summary and general overview on matters of interest. It’s not intended to be comprehensive, nor to constitute legal advice. You should always obtain legal or other professional advice, appropriate to your own circumstances, before acting or relying on any of that content. Your use of this website, or the receipt of any information via this website, is not intended to create, nor does it create, a solicitor-client relationship between us.
14.2 Accuracy Every effort is made to provide information that is accurate. However, materials contained in this website are subject to change at any time by appropriate action of Corporate Overhaul. We give no assurance or warranty that information on this site is current and take no responsibility for matters arising from changed circumstances or other information or material which may affect the accuracy or currency of information on this site.
15. Limited warranties
15.1 We do not warrant or represent:
(a) the completeness or accuracy of the information published on our website;
(b) that the material on the website is up to date; or
(c) that the website or any service on the website will remain available,
the website is provided on an “as is”, “as available” basis and you acknowledge and agree that to the extent permitted by law, and subject to Section 16 below without representations, warranties or guarantees in relation to the availability, suitability continuity, reliability, accuracy, currency or security of this website.
15.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.
15.3 We will not be liable if this website (or any content made available through it) is incomplete, corrupted, inaccurate, outdated or incorrect, or if this website, or any services provided or made available through it, are unavailable for any reason, including directly or indirectly as a result of:
(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) negligent, malicious or willful acts or omissions of third parties (including our third party service providers);
(c) maintenance or repairs carried out by us or any third party service provider in respect of any of the systems used in connection with the provision of this website;
(d) any events beyond our control; or
(e) services provided by third parties ceasing or becoming unavailable.
15.4 Any publication on our website or these terms and conditions are not intended to be a contract, explicit or implied, and Corporate Overhaul reserves the right to make changes in the information contained.
15.5 You also acknowledge and agree that to the extent possible under the law, and subject to Section 16 below, we do not represent, warrant or guarantee that this website is free from computer viruses or any other defect or error which may affect your software or systems. You should protect your software and systems by installing and implementing your own security and system checks.
16. Consumer Guarantees
16.1 To the extent permitted by law, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under these terms and conditions. However, if a supply under these terms and conditions is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law (contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth)), nothing contained in these terms and conditions excludes, restricts or modifies
the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law, provided that, to the extent that the Australian Consumer Law permits us to limit our liability, then our liability is limited to:
(a) in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and
(b) in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired,
and except in the case of a major failure (as that term is defined in the Australian Consumer Law), we can elect as between the remedies set out in paragraphs 15.1(a) and 15.2(b) above.
17. Exclusion of Liability
17.1 Subject to Section 15 and 16 above, and to the extent permitted by law:
(a) to the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature;
(b) we exclude liability for all direct, indirect or consequential liabilities, losses, damages, costs and expenses (including, without limitation, loss of revenue, loss of goodwill, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data or loss of anticipated savings or benefits), whether arising in contract, tort (including negligence) or otherwise, suffered or incurred by any person in connection with or in any way relating to the website or any content or services provided or made available through the website;
(c) we will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control; and
(d) we will not be liable to you in respect of any loss or corruption of any data, database or software.
18. Third party links
18.1 Our website (or social media websites on which we maintain a presence) may contain links to other sites over which we have no control. Those links are provided for your convenience only, and we are not responsible for their use, effect or content.
18.2 By accessing these third party sites, you agree to any terms of access or use imposed by those sites.
18.3 Reference to any products, services, hypertext link to the third parties or other information by trade name, trademark, supplier or otherwise does not constitute or imply its endorsement, sponsorship or recommendation by us. Nor is endorsement of us implied by such links. They are for convenience only, as an index in a public library.
19. Disclaimer for liability for products or third parties
19.1 In connection with its advice and services (including any services provided through this website), Corporate Overhaul uses software, systems, technology and products supplied by third parties (whether disclosed or not). This includes information management systems, portfolio management systems and on–line information access systems (“Third Party Products”).
19.2 To the maximum extent permitted by law, Corporate Overhaul:
(a) does not give any warranty in relation to Third Party Products, including any warranty as to features, performance or fitness for purpose of Third Party Products; and
(b) shall not be liable for any claim, action or breach arising in relation to Third Party Products.
20. Breaches of these terms and conditions
20.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
(a) send you one or more formal warnings;
(b) temporarily suspend your access to our website;
(c) permanently prohibit you from accessing our website;
(d) block computers using your IP address from accessing our website;
(e) contact any or all of your internet service providers and request that they block your access to our website;
(f) commence legal action against you, whether for breach of contract or otherwise; and/or
(g) suspend or delete your account on our website.
20.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
21. Indemnity
21.1 You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or any breach by you of any provision of these terms and conditions or your employees, contractors or representatives.
22. Law and jurisdiction
22.1 These terms and conditions shall be governed by and construed in accordance with the laws of New South Wales, Australia.
22.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.
23. Variation
23.1 We may revise these terms and conditions from time to time.
23.2 The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
24. Assignment
24.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
24.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
25. Severability
25.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
25.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
26. Third party rights
26.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
26.2 The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.
27. Entire agreement
27.1 These terms and conditions together with any other policies published on our website shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.
28. Our details
28.1 This website is owned and operated by Corporate Overhaul Pty Limited.
28.2 We are registered in New South Wales, Australia under registration number ACN 627 231 985.
28.3 You can contact us by emailing: admin@corporateoverhaul.com
28.4. These terms and conditions are Version 1, dated 1 June 2019.
