Prime Creative Media Pty Ltd Website Terms and Conditions (“Terms”)
These Terms apply to the use of this website. In using this website, you agree to be bound by these Terms. If you do not accept these Terms, you must refrain from using this website. References to “us”, “we” and “our” are references to Prime Creative Media Pty Ltd, ABN 51 127 239 212. We reserve the right to amend these Terms from time to time. Amendments will be effective immediately upon notification on this website. Your continued use of this website following such notification will represent an agreement by you to be bound by the Terms as amended
“Subscription Fees” means our fees specified on this website or our proposal.
“Content” means the material published on this website.
- 1. This website and the Content
- 1.1 If payment of your Subscription Fees is up-to-date, and subject to the provisions in the following clause, we will give you access to images forming part of the Content via this website. The following sub-clauses apply to this.
- 1.2 We do not guarantee that such access will be uninterrupted or error free. Access may be affected by our network or equipment capacity, connection availability, scheduled or unscheduled downtime for maintenance purposes or interruptions which generally affect the Internet. If interruptions or errors occur due to circumstances within our control, we will try to resolve them in a timely way in order to restore your access.
- 1.3 You agree that your access to this website and Content is for the sole purpose of obtaining reference sources for your research and study by:
retrieving and displaying the Content on your personal computer screen;
printing selections of the Content on paper;
storing selections of the Content on your personal computer screen or on a disk (but not on any other storage device including any network server); and
bookmarking any part of the Content for your future research and study.
- 1.4 You agree that you will not exercise any other access to or intellectual property rights in this website or the Content and that as between us, all intellectual property rights in this website and the Content are solely owned by us. Without limiting that obligation, you will not:
disclose the Content to anyone else
remove any information which gives notice of any person’s (including our) rights in this website or Content;
create any database which includes, in whole or in part, Content made available by us;
modify the Content;
make any uses or disclosures of this website or the Content which is contrary to law or anyone’s rights. This obligation includes an obligation not to allow any uses or disclosures of this website or the Content to be made available which may result in an infringement of any person’s intellectual property rights; or
allow anything else to be done in respect of this website or the Content which is not expressly permitted by these express clauses.
- 1.5 We collect the Content from a number of sources. While we require anyone who provides us with Content to agree that they are legally able to do this for the purpose of us providing you with access under these clauses, we cannot guarantee that such clearances in fact exist. You accept the risk of this. You also accept that on becoming aware that anything will do to make this website or the Content available to you under these terms, or your access to this website or the Content, may be contrary to any applicable law or may infringe anyone’s rights, we may terminate or suspend your access under these terms in whole or in part. We will tell you about this using the email address you have given us as soon as reasonably practicable. If we have terminated or suspended your access for no fault of yours and due to circumstances within our control, we will provide you with a credit or rebate for Subscription Fees paid by you for the period of suspension or termination. Subject to the provisions of clause 6 regarding liability which we cannot, by law, exclude, our liability to provide you with such a credit or rebate will not, in any event, exceed Subscription Fees applicable to the subscription period in which the termination or suspension occurred.
- 1.6 We do not give you any assurances that the Content will be suitable for your purposes or that the Content will be error free. You agree that you will not rely on the Content or its availability and that any reliance you make will be on your own independent assessments with the aid of qualified independent advice where appropriate.
- 1.7 The Content may include links to websites other than ours or to content other than content developed by us. We will try to make all such links transparent to you, but otherwise the provisions set out in clause 1.6 apply to access to Content derived from sources other than us.
- 1.8 You accept that we may cease making parts of the Content available where that is appropriate in our reasonable commercial judgment (for example because it has become out of date, because there is some problem with it or because appropriate rights clearances have ceased or are not available).
- 2. Facilities
- 2.1 To access this website and the Content, you agree that certain facilities will be necessary. This clause relates to those facilities.
- 2.2 Your user name and password: your user name and password are personal to you. You will ensure that the user name and password are not made available to any person and will ensure security measures are in place to support this.
- 2.3 Your equipment and connection: you are solely responsible for the equipment used to access this website and the Content and for arranging all connections to this website. To the extent we have reasonable grounds for believing that your equipment or facilities for connection to this website or the Content may cause problems with any of our facilities (including this website and the Content); we may terminate or suspend access to those facilities. We will endeavour to tell you about this, using the emailed address you have given us, as soon as reasonable practicable and you will do what you reasonably can to fix those aspects of your facilities which may be the cause of the problem.
- 2.4 Software and documentation: we may make any software or documentation available to you to assist you to access this website or the Content during a subscription period. You have a personal, non-exclusive license to execute a single copy of the software in object code form only for that purpose only and will ensure that no other use (whether reproductions, communications, adaptations or otherwise) is made, and that no disclosures are made, of that software. You may download one copy of any user documentation we make available to you but may not make any other uses or disclosures of that documentation. You agree that as between you and us, all intellectual property rights in the software and documentation are solely owned by us. This subclause does not preclude you from using or disclosing the software in ways which any applicable law precludes us from prohibiting, for example in respect of computer programs, in ways which are described in ss 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth).
- 3. Subscription fees
- 3.1 You agree to pay the Subscription Fees in consideration for our obligations under this contract. Subscription Fees are calculated and payable annually in advance. We do not automatically renew the service under this contract and there is no grace period should you not pay the Subscription Fees applicable to any subsequent periods. If you do not pay the Subscription Fee for any subsequent period prior to the anniversary of the current, paid up, period then your subscription will terminate at the end of the paid up period. Subscription Fees for any annual period are fixed. We do not vary them during the course of any current paid up term.
- 3.2 Subscription Fees are exclusive of taxes, duties and charges imposed or levied in Australia or elsewhere in connection with the supplies under this contract. Without limiting the foregoing, you shall be liable for the net amount of any new taxes, duties or charges imposed subsequent to the date of this contract in respect of such supplies. In addition to paying the Subscription Fees and any other amount payable under or in connection with this contract you will:
pay us an amount equal to any indirect taxes (including goods and services tax (GST) payable for any supplies under this contract; and
make such payment either on the date when the Subscription Fees or other amounts to which they relate are due or within five (5) days after you are issued with a tax invoice, whichever is the later.
- 3.3 Interest at the rate of 2.5% per month will be charged on overdue amounts. You agree to indemnify us on a full indemnity basis against any loss, costs and expenses incurred by us in the recovery of any overdue amounts.
- 4. Termination
- 4.1 In addition to the termination or suspension rights provided in this contract, either of us may terminate this contract if the other is in breach of it. We may do this by giving not less than 48 hours’ notice to your email address provided to us. If we have terminated this contract for no fault of yours and due to circumstances within our control, we will provide you with a credit or rebate for Subscription Fees paid by you for the period of suspension or termination. Subject to the provisions of clause 6 regarding liability which we cannot, by law, exclude, our liability to provide you with such a credit or rebate will not, in any event, exceed Subscription Fees applicable to the subscription period in which the termination or suspension occurred.
- 4.2 On termination of this contract, you will cease all use and access to any of our facilities (including this website, the Content and any software or documentation we have made available to you).
- 5. Privacy
- 6. Liability
- 6.1 Notwithstanding any other provision of these Terms or any other agreement between you and us, we shall have no liability (whether for breach of contract, under indemnity, negligence or on any other legal or equitable basis) to you for loss of use, profit, revenue, business, data, contract or anticipated benefit or saving, or for any delay, financing costs or increase in operating costs or for any special, indirect or consequential loss. Otherwise, our maximum aggregate liability (whether for breach of contract, under indemnity, negligence or on any other legal or equitable basis) to you is limited to the current year’s Subscription Fee.
- 6.2 You must take reasonable steps to mitigate the loss it suffers or incurs under or in connection with these Terms or any other agreement between you and us.
- 6.3 In respect of any claim between the parties under or in connection with this Agreement, the parties agree that to the maximum extent permitted by law, the operations of Part 4 of the Civil Liability Act 2002 (NSW) and of any laws having a similar effect in the Commonwealth and other States and Territories of Australia are excluded and have no application or effect insofar as any of them would apportion liability to us which would not have been so apportioned but for such laws.
- 7. Disputes
- 7.1 If you have any complaints about our services under this contract, or are otherwise in dispute with us, we agree to a dispute resolution procedure. This is that any dispute or difference whatsoever arising out of or in connection with this contract shall be submitted to mediation in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Mediation and Conciliation Rules.
- 8. General
- 8.1 Force majeure: neither of us will be liable for any delay or failure to perform its obligations pursuant to this contract if such delay is due to a Force Majeure Event. If a delay or failure to perform is caused or anticipated due to a Force Majeure Event, the performance of the affected party’s obligations will be suspended. If a delay or failure to perform due to a Force Majeure Event exceeds thirty (30) Business Days, the affected party may immediately terminate the contract on providing notice in writing to the other. In this subclause, “Force Majeure” means any occurrence or omission as a direct or indirect result of which the party relying on it is prevented from or delayed in performing any of its obligations (other than a payment obligation) under this contract and that is beyond the reasonable control of that party, including forces of nature, industrial action and action or inaction by a government agency.
- 8.2 Survival of contract: Subject to any provision to the contrary, this contract will ensure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns or receivers but will not ensure to the benefit of any other persons.
- 8.3 Contract post-termination or expiry: the covenants, conditions and provisions of this contract which are capable of having effect after the expiration of the contract will remain in full force and effect following the expiration of the contract.
- 8.4 Governing law & jurisdiction: this contract is governed by the law in force in NSW Australia. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in NSW Australia, and any court that may hear appeals from any of those courts, for any proceedings in connection with this contract, and waives any right it might have to claim that those courts are an inconvenient forum.
- 8.5 Severability: if any provision of this contract is held to be invalid, unenforceable or illegal for any reason, this contract will remain otherwise in full force apart from such provision which will be deemed deleted.