Terms and Sevices

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OrderPro Terms of Use

 

Terms of use

These Terms of Use (Terms) govern your use of our website located at www.orderpro.com.au, our mobile applications and any software provided to you or made available for your use by OrderPro (collectively the Services).  These terms form a binding contractual agreement between you, as the user of the Services and us, Orderpromotion Pty Ltd ACN 607 992 209 (OrderPro) and/or its affiliates.  These Terms apply to the use of the Services by customers as well as any and all suppliers and contractors of OrderPro.

For that reason these Terms are important and you should ensure that you read them carefully and contact us with any questions before you use the Services.  You can contact us by email at info@orderpro.com.au or by telephone on 1300 554 919.

By using the Services you acknowledge and agree that you have had sufficient chance to read and understand the Terms and you agree to be bound by them.  If you do not agree to the Terms, please do not use the Services.

 

1.Licence to use Services

1.1Subject to the payment of any applicable fees, we grant you a limited, non-exclusive, world-wide, non-transferable, non-sublicensable licence to access and make personal and non-commercial use of the Services in accordance with the terms and conditions set out in these Terms.

1.2This licence expressly excludes the following:

(a)resale or commercial use of the Services or their contents;

(b)any collection and/or use of any product listings, descriptions or prices contained in or relating to the Services;

(c)any derivative use of the Services or their contents;

(d)any downloading or copying of account information for the benefit of another merchant; and

(e)any use of data mining, robots, or similar data gathering extraction tools on or in relation to the Services.

1.3All rights not expressly granted to you in these Terms are reserved and retained by OrderPro and/or its licensors, suppliers, publishers, rights holders, or other content providers.

1.4You are expressly prohibited from reproducing, duplicating, copying, selling, reselling, visiting or otherwise exploiting for any commercial purpose the Services, either wholly or in part, without the written consent of OrderPro.

1.5You may access and use the Services (including any incidental copying that occurs as part of that use) in the normal manner and may also print one copy of any page within the Services for your own personal, non-commercial use.

1.6You must not add any content to the Services:

(a)unless you hold all necessary rights, licences and consents to do so;

(b)that would cause you or us to breach any law, regulation, rule, code or other legal obligation;

(c)that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy;

(d)that would bring us, or the Services, into disrepute;

(e)that infringes the intellectual property or other rights of any person;

(f)is otherwise injurious to OrderPro or any third party;

(g)that may contain or consist of software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of unsolicited communications.

1.7The Services contain links to third party websites as well as content added by people other than us. We do not endorse, sponsor or approve any such user generated or any content available on any linked website.

1.8You agree to use the Services only as permitted by law, these Terms and as otherwise expressly agreed in writing.

1.9You acknowledge and agree that:

(a)we retain complete control over the Services and may alter, amend or cease the operation of the Services at any time in our sole discretion, including reserving the right (without imposing any obligation on OrderPro) to monitor, edit and/or remove any activity or content from the Services including that posted or submitted by you; and

(b)the Services will not operate on a continuous basis, being provided by OrderPro on an “as is” and “as available” basis, and may be unavailable from time to time including for maintenance purposes.

 

2.Intellectual Property Rights

2.1Nothing in these Terms constitutes a transfer of any intellectual property rights.  You acknowledge and agree that, as between you and us, we own all intellectual property rights in the Services both in Australia and overseas, including but not limited to any text, graphics, logos, button icons, page headers, images, audio clips, digital downloads, scripts and data compilations including the compilation of all content included in or made available through the Services.  You acknowledge and agree you will not use in any way any intellectual property of OrderPro without the express written consent of OrderPro.  You further acknowledge that any intellectual property rights that appear in the Services which are not owned by OrderPro are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by OrderPro.

2.2By posting or adding any content onto the Services, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide, fully sublicenseable and transferable right and licence to use that content, and any name that you use in connection with such content, in any way (including, without limitation, by re-producing, changing, and communicating the content to the public) and permit us to authorise any other person to do the same thing. 

2.3You consent to any act or omission which would otherwise constitute an infringement of your moral rights, and if you add any content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner.

2.4The licence in clause 2.2 will survive any termination of these Terms.

2.5You represent and warrant to us that you have all necessary rights to grant the licences and consents set out in clauses 2.2 and 2.3, that the content is accurate, that use of the content you supply does not violate these Terms and will not cause injury to any person or entity, and that you will indemnify OrderPro for all claims resulting from content you supply.

 

3.Product Descriptions and Pricing

3.1OrderPro attempts to be as accurate as possible.  However, OrderPro does not warrant that product descriptions or other content of any OrderPro Service are accurate, complete, reliable, current, or error-free.  If a product offered by OrderPro itself is not as described, your sole remedy is to return it in unused condition.  For all products offered through OrderPro by suppliers, you should refer to the terms of the relevant supplier sales and returns policy and clause 4.1 below.

3.2Except where noted otherwise, the List Price or Suggested Price displayed for products on the Services represents the net price of the product excluding any relevant taxes, which are calculated and displayed to you upon checkout prior to you confirming your order.  The net price of each product on the Services is:

(a)the price recommended by the manufacturer or supplier;

(b)estimated in accordance with standard industry practice; or

(c)determined by reference to the estimated value for a comparably featured item offered elsewhere.

 

4.Third Parties

4.1OrderPro is primarily an ordering system.  Parties other than OrderPro provide services, or sell product lines using the Services.  We are not responsible for examining or evaluating those third party products and services provided using the OrderPro Services, and we do not warrant the offerings of any of these third party businesses or individuals, the quality or otherwise of their products and services, or the content of their websites or other marketing material.  OrderPro does not assume any responsibility or liability for the actions, products, and website content of any third party using the Services and/or any other third parties.

4.2Transactions or other dealings between you and any third party facilitated by the Services are governed by those separate terms of service or other terms which the relevant third party may make from time to time and are not covered by these Terms.  You should carefully review the relevant third party/parties privacy statements, terms of service and other conditions of use.  The ability to access this third party documentation through the Services is a matter for the relevant third party and OrderPro assumes no responsibility or liability should the relevant third party fail to make these documents available to you using the Services.

 

5.Electronic Communications

5.1When you use the Services, or send e-mails to us, you are communicating with us electronically and, by doing so, you consent to receive communications from us electronically.  We will communicate with you by e-mail or by posting notices on the Services.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

 

6.Warranties

6.1You represent and warrant to us that:

(a)you have the legal capacity to enter these Terms; and

(b)you have complied with these Terms.

 

7.Liability

7.1To the full extent permitted by law, we exclude all liability in respect of loss of data, interruption of business or any consequential, incidental or punitive damages arising from the use of our Services or from any information, content, materials, products (including software) or other services included on or otherwise made available to you through your use of any of the Services or related product or services, unless otherwise specified in writing.

7.2You expressly agree that your use of the Services is at your own risk.

7.3To the full extent permitted by law, we exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms.  This exclusion includes implied warranties of merchantability and fitness for a particular purpose and warranties that the Services and any communications sent to you by OrderPro are free of viruses or other harmful components.

7.4These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any claim to, at our option:

(a)in the case of goods:

(i)the replacement of the goods or the supply of equivalent goods;

(ii)the repair of the goods;

(iii)the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv)the payment of having the goods repaired, and

(b)in the case of services:

(i)the supply of the services again; or

(ii)the payment of the cost of having the services supplied again.

7.5OrderPro and/or its affiliates take no responsibility and assume no liability for any content posted by you or any third party on or using the Services.

7.6OrderPro and/or its affiliates assume no responsibility or liability for goods and/or services supplied by third parties using the Services.  Please refer to clause 4 of the Terms above.

 

8.Termination

8.1These Terms terminate automatically if, for any reason, we cease to operate any or all of the Services.

8.2We may otherwise terminate these Terms immediately, on notice to you, if you have breached these Terms in any way.

 

9.General

9.1You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms.

9.2If a provision of these Terms are invalid or unenforceable it is to be read down or severed to the  extent necessary without affecting the validity or enforceability of the remaining provisions.

9.3Each party must at its own expense do everything reasonably necessary to give full effect to these Terms and the events contemplated by them.

9.4These Terms are governed by the laws of New South Wales and each party submits to the jurisdiction of the courts of New South Wales.

9.5Any dispute, controversy or claim arising in relation to these Terms, including any question regarding the existence, validity or termination of these Terms, which the parties are unable to resolve within fourteen days of the parties becoming aware of the dispute, controversy or claim will be submitted for arbitration in accordance with the Australian Centre for International Commercial Arbitration Limited (ACICA) Arbitration Rules.

9.6These Terms are to be read in conjunction with the OrderPro Privacy Policy and any other policies and agreements which OrderPro may make from time to time.  We reserve the right to make changes to these Terms at any time.

 

10.Contact Us

10.1You can contact us on:

Email:              info@orderpro.com.au      

Telephone:      1300 554 919