Terms and Conditions
These are the terms and conditions subject to which we allow you to use Our Website. By visiting or using Our Website, or make an order for Services, you agree to be bound by them.
We are Commercial Vehicle Compliance, a company registered in Australia, 606309915.
Our address is PO BOX 278 Hallam VIC 3803. Our registered office address is C/O 360 Partners, 1/990 Toorak Rd, Camberwell, VIC 3124
You are: Anyone who uses Our Website or buys any Service from us in any circumstances.
It is now agreed as follows:
1. Definitions
“Detailed Specification”-means the written specification of the Work you have instructed us to do, and which we will prepare for your approval.
“Documentation”-means the instruction manuals user guides and other documentation which we have agreed to write.
“Intellectual Property”-means intellectual property owned by us, of every sort, whether registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations, and inventions, together with all rights which are derived from those rights. It includes the knowledge, software, systems and methods we may use to perform the Work for you.
“Our Website”-means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us or any member of the Commercial Vehicle Compliance group of companies it includes all the hardware and software installations that enable our website to function.
“Services”-means all the services available from Our Website and/or other sources, whether free or charged.
“Supporting Products”-means any physical product we supply with any Service.
“Work”-means the work we do to provide the Services you have ordered.
2. Interpretation
Unless the context clearly requires otherwise, the interpretation of this agreement shall be subject to the matters listed below:
2.1 a reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.
2.2 a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.3 a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass because of a merger, division, reconstruction, or other re-organisation involving that person.
2.4 in the context of permission, “may not” about an action of yours, means “must not”.
2.5 except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
2.6 any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
2.7 a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
2.8 in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated $450 per hour.
2.9 these terms and conditions apply to all supplies of Services by us to you. They prevail over any terms proposed by you.
2.10 this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Entire agreement
3.1 We represent, warrant and guarantee that we have the full right, power and authority to license and distribute the Supporting Product, including all the images, photos, animations, audio and video components, music, text, and additional applications incorporated into the Licensed Product and accompanying printed materials, if any.
3.2 If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
3.3 You accept responsibility for compliance with the laws and importation procedures of your jurisdiction which might affect your right to import, export or use of the Supporting Product, and you represent that you have or will comply with all such laws and procedures.
3.4 This agreement contains the entire agreement between us and supersedes all previous agreements and understandings between the parties.
3.5 Conditions, warranties, or other terms implied by statute or common law in any country are excluded from this agreement to the extent permitted by law.
3.6 In entering to this contract, you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.
3.7 As an exception to the last previous sub paragraphs, the parties do rely on information provided in writing as follows:
- Agreed upon Scope of Work document, supplied written quote, final job sheet booking forms, vehicle details request forms and any other data request supplied by Commercial Vehicle Compliance Pty. Ltd.
4. Basis of contract
4.1 Subject to these terms and conditions, we agree to complete the Work and to provide to you some or all the Services described on Our Website at the prices we charge from time to time.
4.2 Our charge is based on the quote and scope of work for our product / service for the period for which you have paid.
4.3 You acknowledge that you understand exactly what is included in the Services and you are satisfied that the Services you intend to buy are suitable and satisfactory for your requirements.
4.4 As far as we allow use of our Intellectual Property, we grant a license to you, limited to the terms set out in this agreement.
4.5 The contract between us comes into existence when we receive payment either full or part from you for a Service or a signed authorisation form, and /or
4.6 The contract between us comes into existence only when we write to you to confirm that we agree to provide to you the Service you want. This may include the Scope of Work and /or Authority to Proceed. Your payment does not create a contract. If we decline to provide a Service we shall immediately return your money to your credit card or by other means.
4.7 We do not offer the Services in all countries and/or state. We may refuse to provide Services if you live in a country and/or state we do not serve.
4.8 Some of our Services are now or may in future, be available to you only subject to additional terms. Those terms will be set out on Our Website. You now agree that if you choose to use any such service, the relevant terms will become part of this agreement.
4.9 If we give you free access to a Service or feature on Our Website which is normally a charged feature, and that Service or feature is usually subject to additional contractual terms, you now agree that you will abide by those terms.
4.10 We may change this agreement and / or the way we provide the Services, at any time. If we do:
4.10.1 the change will take effect when we post it on Our Website;
4.10.2 you agree to be bound by any changes. If you do not agree to 4.10.3 be bound by them, you should not use Our Website or the Services;
4.10.4 we will give you notice of the change. If you do not accept the change, we will refund the money you have paid for the Service since the date of the change;
4.10.5 if you make any payment for Services or Services in the future, you will do so under the terms posted on Our Website at that time.
4.11 Our contract terminates on the earliest of:
4.11.1 our completion of any Work or Service for which you have paid us. If there is any doubt as to when this is, or was, then our decision is final;
4.11.2 our having worked for time for which you have paid us, even if the Work is unfinished.
4.12 You do not become a client for the time when after completion of one piece of Work we start another. Each piece of Work is a new retainer which terminates when that Work is done. If we should give advice on the same subject later, that advice constitutes a separate contract and does not retrospectively extend the first contract for our Services.
4.13 There is no contract between us for any free Service, so you do not become a client by using any free Service and we are not liable to you in any way resulting from your use of any free Service.
4.14 The price of any Service or Supporting Product may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy that Service or Supporting Product.
4.15 You agree that you are bound by these terms (or the latest version of them) for all future contracts with us, whether ordered through Our Website or in some other way.
5. The Price
5.1 The price payable for Services / any Supporting Product that you order are clearly set out on Our Website.
5.2 The Price is as set out in the Order.
5.3 Prices are as set out in Schedule [number] of this agreement.
5.4 Prices are set out in the quote
5.5 Charges for Services are fixed whenever it is reasonably possible for us to ascertain the price.
5.6 When we do not provide fixed charges for the Service, we will charge by the hour. In that case all Work done, including all Documentation, letters, e-mails, faxes, and telephone calls made and received will be charged on a time basis in minimum units of one hour.
5.7 Estimates of charges will be provided to you wherever possible.
5.8 Once agreed, the Price for the Services shall remain fixed for one month unless otherwise agreed in writing between us.
5.9 The price charged for any service may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
5.10 Prices are inclusive of any applicable goods and services tax or other sales tax.
5.11 Prices for business Services are exclusive of any applicable goods and services tax or other sales tax. Prices for Services which you may buy as an Australian consumer are inclusive of GST.
6. Payment
6.1 You will pay all sums due to us under this agreement by the means specified without any set-off, deduction or counterclaim.
6.2 Payment will be due to us within seven days of your receipt of our invoice.
6.3 Payment may be made by credit card to Our Website, Payment Portal, by cheque, or by transfer to our bank account.
6.4 If we do not receive payment within the period required, we shall stop the Work until you have brought your payment up to date.
6.5 Bank charges by the receiving bank on payments to us will be borne by us. Credit card payment charges from 3rd Parties will be borne by you. All other charges relating to payment in a currency other than Australian dollar will be borne by you.
6.6 Any details given by us in relation to exchange rates are approximate only and may vary from time to time.
7. Acceptance of your order
This paragraph applies to Services which you buy from us, without our changing them to your specific requirements:
7.1 your order is an offer to buy from us;
AND EITHER
7.2 nothing that we do or say will amount to any acceptance of your offer until we start to Work for you. At any point up until then, we may decline to supply the Services to you without giving any reason; or
7.3 we shall accept your offer by e-mail confirmation. That is when our contract is made.
8. Supporting Products returned
These provisions apply in the event that you return any Supporting Product to us for any reason:
8.1 We do not accept returns unless there was a defect in a Supporting Product at the time of purchase, or we have agreed in correspondence that you may return it.
8.2 Before you return the supporting product to us, please carefully re-read the request of service and data submitted to ensure that the information supplied regarding your request was correct at the time of submission.
8.3 The Supporting Product must be returned to us as soon as any defect is discovered but not later than 15 days.
8.4 As far as possible, Supporting Product should be returned:
8.4.1 with both Supporting Product and all packaging as far as possible in their original condition;
8.4.2 securely wrapped;
8.4.3 including our delivery slip;
8.4.4 at your risk and cost.
8.5 The procedure for return of Supporting Product is set out on Our Website. If you do not follow this procedure, we may be unable to identify you as the sender of the Supporting Product.
8.6 You must tell us by email message to [address] you that you would like to return Supporting Product, specifying exactly which Supporting Product and when purchased, and giving full details of the defect or other reason for return. We will then issue a returns note. If you send a Supporting Product to us without a returns note, we may not be able to identify sufficient details to enable us to attend to your complaint.
8.7 Instructions for returning a faulty Supporting Product are on Our Website at www.vehiclecompliance.net.au. Please note that we cannot deal with your complaint unless you return the entire Supporting Product that you bought: with all components and parts and in the original packaging.
8.8 In returning faulty items please complete and submit a return form. Enclose with it a note clearly stating the fault and when it arises or arose. Once submitted, the completed return form will be reviewed within 48-hr.
8.9 If delivery was made to an Australian address, you are also protected by the Sale of Goods Act and Competition and Consumer Act 2010.
8.10 If we agree that the item is faulty, we will:
8.10.1 refund the cost of return carriage;
8.10.2 repair or replace the Supporting Product as we choose.
9. Security of your credit card
We take care to make Our Website safe for you to use.
9.1 Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
9.2 If you have asked us to remember your credit card details in readiness for your next purchase or subscription, we will securely store your payment details on our systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.
10. Service provision
10.1 The Services are listed and described on Our Website. Once you have paid we will contact you to tell you what help we need from you and when we shall start, and complete our Work for you.
10.2 To provide the Services, we need specific help from you, as follows:
10.2.1 information and confirmation from you on any aspect of your business which is of a technical or specialist nature outside of our expertise.
10.3 The provision of our Service relies on a schedule of Work. If you are unable to provide us with acceptance or information we require for a period which extends the agreed timescale, and then we are entitled to payment in accordance with the schedule in any event.
10.4 Our Services will be delivered by the content of our website / free download / e-mail or by both / all, at our choice / in the way we have explained in Our Website and it some cases on-site.
10.5 If we are not able to provide your Services within 10 days of the date of your order, we shall notify you by e-mail to tell you the likely provision date.
10.6 Subject to the foregoing provisions, once Service provision has started, you may cancel the outstanding Services at any time on giving us 21 clear days’ notice payment will be due until the expiry of the notice period.
10.7 If we have started to Work for you and you cancel this contract, you accept that you will be obliged to pay us for Work done, whether this Work is sufficiently advanced for you to be able to use it.
10.8 All monies paid by you to us are non-refundable and cancellation and/or termination of this agreement by you or us at any time for any reason will not entitle you to a refund of monies paid.
You may not share or allow others to use the Services in your name.
11. Foreign taxes, duties and import restrictions
11.1 If you are not in the Commonwealth of Australia, we have no knowledge of, and no responsibility for, the laws in your country.
11.2 You are responsible for purchasing Services which you are lawfully able to import or use and for the payment of import duties and taxes of any kind levied in your country.
12. Representative liaison
12.1 With effect from entering into this agreement or your acceptance of these terms and conditions we and you will each nominate a representative who will be authorised to make decisions relating to the Services you have ordered and who will be responsible for:
12.1.1 organising monthly meetings at which they will review the progress of the Work;
12.1.2 providing all information and Documentation reasonably required by the other of them to enable completion of the Work.
12.2 Each month our representative will prepare a progress report on the progress of the Work and will deliver a copy to your representative at least three days before each meeting.
13. Work management procedure
13.1 We shall prepare the Detailed Specification for your approval. It will be based on the description of the Service on Our Website or the Scope of Work Agreement.
13.2 You will within seven days of receipt of the Detailed Specification either approve or give us your further instructions for edit of it. If you fail to respond within that time period, you will be deemed to have approved the Detailed Specification.
13.3 We shall take account of all reasonable comments and/or requests for amendment received from you and shall incorporate them in a revised version of the Detailed Specification to be prepared and delivered to you as soon as reasonably possible.
13.4 The process described above will be repeated until you have approved (or are deemed to have approved) the Detailed Specification.
14. Content of Detailed Specification / Scope of Work
The Detailed Specification / Scope of Work will include some or all (among other things):
14.1 An introduction, The scope and context, Statement of requirement(s), Other documents relevant to the requirement, Service conditions and environmental factors, Pricing, Technology, systems and management techniques, Quality requirements, Occupational health, safety and welfare, Whole of life support, Security measures relevant to the requirement, Training requirements, Documentation required from the supplier/purchaser, Transition requirements, Implementation timetable Glossary Attachments details of each commonly accepted standard which will be attained in respect of the Work, including those of the International Organisation for Standardisation.
15. Dissatisfaction with the Services
15.1 If for any reason, you are not completely happy with our Service, just contact our liaison representative and we will do our utmost to provide the support you need.
15.2 Our most important task is to ensure your absolute satisfaction. We will always strive to reach that target. However, we acknowledge that mistakes are made occasionally. This paragraph covers that possibility. If you are not wholly satisfied with the Service, please tell us at the earliest opportunity:
15.2.1 exactly why you think we have failed;
15.2.2 the date, if relevant, of the failure;
15.2.3 when and how you discovered the failure;
15.2.4 the result of the failure;
15.2.5 your suggestion as to action we should take to resolve the situation and restore your faith in us.
15.3 To do this, it is essential that you contact us by email at the contact point on Our Website.
15.4 The procedure for complaints about our Services is set out on Our Website. If you do not follow this procedure, we may be unable to identify you and the Services you have received.
AND
15.5 You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our merchant service provider $50 at 1st January 2016 and secondly a sum based on time spent at $150 per hour in dealing with your breach. You also agree that this provision is reasonable.
16. Confidentiality
16.1 Both parties are aware that in the course of our Work for you, both of us will have access to and be entrusted with information in respect of the business and operation of the other, all of which information is or may be confidential.
16.2 We both now undertake for ourselves and for every employee or sub-contractor whose services we may use both during and after completion of the Work, that we will not divulge to any person whatever or otherwise make use of (and will use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.
16.3 For the purposes of your above undertaking, the information will be deemed to include all information (written or oral) concerning the Detailed Specification.
16.4 Each of us now undertakes to the other to make all relevant employees’ agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as will from time to time be necessary to ensure compliance by its employee’s agents and sub-contractors with these provisions.
16.5 Each of us now undertakes to the other that for the period of 12 months following completion of the Work we will not directly or by an agent or otherwise and whether for ourselves or for the benefit of any other person induce or endeavor to induce any officer or employee of the other to leave his employment without seeking permission from the affected Party.
16.6 The provisions of the last previous sub paragraph will not apply to one of them if the other becomes subject to bankruptcy, receivership or liquidation proceedings.
17. Intellectual Property
You agree that at all times you will:
17.1 not disclose to any person the method of working or the Intellectual Property involved in our Work for you;
17.2 not cause or permit anything which may damage or endanger our title to the Intellectual Property;
17.3 indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
17.4 on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorized by us in writing;
17.5 not use any name or mark similar to or capable of being confused with any name or mark of ours;
17.6 so far as concerns software provided or made accessible by us to you, you will not:
17.6.1 copy, or make any change to any part of its code;
17.6.2 use it in any way not anticipated by this agreement;
17.6.3 give access to it to any other person than you, the licensee in this agreement;
17.6.4 in any way provide any information about it to any other person or generally.
17.7 not use the Intellectual Property except directly in our interest.
18. Disclaimers and limitation of liability
18.1 The law differs from one country to another. This paragraph applies so far as the applicable law allows.
18.2 All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph will be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
18.3 Our Website and our Services are provided “as is”. We make no representation or warranty that the Service or the Work will be:
18.3.1 useful to you;
18.3.2 of satisfactory quality;
18.3.3 fit for a particular purpose;
18.3.4 available or accessible, without interruption, or without error.
18.4 We make no representation or warranty that the Service or the Work we provide specifically to you will achieve the target or intended results.
18.5 We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
18.6 You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us for the Services concerned.
18.7 Except in the case of death or personal injury, our total liability under this agreement, however it arises, will not exceed the sum of $1,000. This applies whether your case is based on contract, tort or any other basis in law.
18.8 We will not be liable to you for any loss or expense which is:
18.8.1 indirect or consequential loss; or
18.8.1 economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
18.9 This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
18.10 If you become aware of any breach of any term of this agreement by any person, please tell us by sending us an email or giving us a telephone call. We welcome your input but do not guarantee to agree with your judgement.
18.11 Nothing in this agreement will be construed as limiting or excluding our liability for death or personal injury caused by our negligence.
19. Indemnity
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
19.1 your failure to comply with the law of any country;
19.2 your breach of this agreement;
19.3 any act, neglect or default by any agent, employee, you or your customer;
19.4 a contractual claim arising from your use of the Supporting Products.
20. Termination
This agreement may be terminated:
20.1 when the Work has been delivered to you or otherwise completed.
20.2 immediately by us if you fail to pay any additional sum due [within 35 days] of the date of submission of an invoice;
20.3 immediately by either party if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).
20.4 any termination of this agreement by this paragraph will be without prejudice to any other rights or remedies to which a party may be entitled.
21. Miscellaneous matters
21.1 You undertake to provide to us your current land address, e-mail address, telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
21.2 If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it will be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it will be binding in that changed or reduced form. Subject to that, each provision will be interpreted as severable and will not in any way affect any other of these terms.
21.3 The rights and obligations of the parties set out in this agreement will pass to any permitted successor in title.
21.4 If you are in breach of any term of this agreement, we may:
21.4.1 publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
21.4.2 terminate your account and refuse access to Our Website;
21.4.3 cancel any order at our discretion;
21.4.4 issue a claim in any court.
21.5 Any obligation in this agreement intended to continue to have effect after termination or completion will so continue.
21.6 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
21.7 When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
21.8 Any communication to be served on either party by the other will be delivered by hand or sent by first class post or recorded delivery.
It will be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
21.9 In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
21.10 This agreement does not give any right to any third party.
21.11 Neither party will be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, [including any labour dispute between a party and its employees].
21.12 The validity, construction and performance of this agreement shall be governed by the laws of the State of Victoria.