Terms and Conditions of use
1 This contract
1.1 This contract sets out the terms and conditions which govern your access to and use of Bizcaps Hosting Service.
2 Bizcaps Hosting Service
2.1 Bizcaps will provide you with a Company Alias, User ID and Password (“Sign On”) in order to enable you to access and use Bizcaps Hosting Service. You must keep the Sign On details secret at all times and not permit any person, other than your authorised users, to use Bizcaps Hosting Service. You must immediately notify Bizcaps of any breach of security of your Sign On. Bizcaps may change your Sign On at any time.
2.2 You may only use Bizcaps Hosting Service for your internal business purposes.
2.3 Bizcaps will use reasonable endeavours to ensure that Bizcaps Hosting Service performs substantially in accordance with the user documentation published by Bizcaps from time to time.
2.4 Bizcaps may from time to time make modifications to Bizcaps Hosting Service, including its design, functionality and appearance.
2.5 You acknowledge that Bizcaps is not a party to any transaction made through or as a result of Bizcaps Hosting Service and that Bizcaps has no responsibility:
(a) for the accuracy or completeness of any information placed on Bizcaps Hosting Service by Vendors or Buyers (including, without limitation, prices of, or trading terms relating to, any products included in a catalogue hosted on Bizcaps Hosting Service); and
(b) with respect to any product promoted or purchased as a result of Bizcaps Hosting Service or the terms of any such transaction.
2.6 You must comply with all applicable laws and all reasonable directions issued by Bizcaps from time to time in relation to your use of Bizcaps Hosting Service.
2.7 Unless otherwise specified by Bizcaps, you are solely responsible:
(a) as a Vendor, for supplying, maintaining and updating all Content on Bizcaps Hosting Service and administering access to Content by your trading partners and staff or other representatives; and
(b) as a Vendor or Buyer, for obtaining at your own cost all equipment and software necessary to enable you to access and use Bizcaps Hosting Service.
2.8 You must not permit any third party to access or use Bizcaps Hosting Service without the prior written consent of Bizcaps.
2.9 Bizcaps may access Bizcaps Hosting Service on your behalf without notice for purposes associated with the provision of Bizcaps Hosting Service, including administration, training, education and support.
2.10 Bizcaps will use reasonable efforts to ensure that Content made available through Bizcaps Hosting Service is available only to persons who are registered users of Bizcaps Hosting Service.
2.11 Bizcaps may remove from Bizcaps Hosting Service any Content which it reasonably regards as inappropriate or likely to cause a breach of this contract by you.
2.12 Bizcaps may at any time and for any reason suspend your access to or use of Bizcaps Hosting Service without any liability to you. Bizcaps will attempt to notify you of any such suspension.
3 Fees and payment
3.1 You must pay Bizcaps the Fees. Unless otherwise specified, all Fees are exclusive of GST, and exclusive of any other applicable federal and state taxes and duties (which must be paid by you).
3.2 Bizcaps will issue invoices for the Fees to you from time to time. You must pay those invoices within 30 days from the date of invoice. Payment may be made by cheque, electronic funds transfer to Bizcaps’ nominated bank account or agreed direct debit authority. All invoices will be Tax Invoices for GST purposes.
3.3 If either party:
(a) is liable to pay GST on a supply made in connection with this contract; and
(b) certifies to the recipient of the supply that it has not priced the supply to include GST, then the recipient of the supply agrees to pay that party an additional amount equal to the consideration payable for the supply multiplied by the prevailing GST rate (provided that the party issues a Tax Invoice with respect to that supply).
4 Warranties and indemnities
4.1 In using Bizcaps Hosting Service, you must:
(a) comply with all applicable laws (including the Trade Practices Act 1974 (Cth) and state fair trading legislation);
(b) use Bizcaps Hosting Service strictly in accordance with this contract for the purposes contemplated by this contract;
(c) not tamper with or otherwise modify Bizcaps Hosting Service;
(d) take reasonable precautions to protect the security, privacy and confidentiality of Bizcaps Hosting Service;
(e) take reasonable precautions not to post, send or otherwise make available through Bizcaps Hosting Service any material that contains any virus, trojan, worm or similar deleterious program that may damage or interfere with the operation of Bizcaps Hosting Service;
(f) not post, send or otherwise make available through Bizcaps Hosting Service any material that:
(i) infringes Bizcaps Hosting Service’s or a third party’s intellectual property rights;
(ii) is defamatory, harassing or obscene;
(iii) is illegal, fraudulent, misleading or deceptive; or
(iv) is classified by Bizcaps, in its sole discretion, as inappropriate for inclusion on Bizcaps Hosting Service;
(g) provide to Bizcaps information which is reasonably necessary for Bizcaps to make available Bizcaps Hosting Service and ensure that this information is both accurate and complete and delivered to Bizcaps in a timely manner;
(h) not breach or attempt to breach the security of Bizcaps Hosting Service; and
(i) not interfere with the normal operation of Bizcaps Hosting Service.
4.2 You indemnify Bizcaps against any liability, loss, cost or damage which Bizcaps suffers or incurs arising out of or in connection with:
(a) a breach by you of this contract;
(b) any claim against Bizcaps by a third party relating to your use of Bizcaps Hosting Service; or
(c) a claim by a third party that any Content infringes the intellectual property rights of that third party.
5.1 To the maximum extent permitted by law:
(a) all terms, conditions and warranties which would otherwise be implied into this contract are excluded; and
(b) where any implied term may not be excluded, Bizcaps limits its liability for breach of that term to the resupply or payment of the cost of resupply of the relevant services.
5.2 Without limiting clause 5.1, Bizcaps does not warrant that Bizcaps Hosting Service will be available at or for any particular time or that it will be free from error or interruption.
5.3 To the maximum extent permitted by law, Bizcaps excludes all liability (whether arising in negligence, breach of contract or breach of any other law) that it may have for any loss or damage arising from the use of or reliance on Bizcaps Hosting Service, whether that loss or damage is direct, indirect or consequential (including loss or corruption of data, loss of any contract, loss of any business revenue, loss of profits, failure to realise expected profits or savings or any other commercial loss or economic loss of any kind).
6 Intellectual Property
6.1 You agree that all intellectual property rights in and to Bizcaps Hosting Service are owned by Bizcaps or its licensors.
6.2 You grant Bizcaps a non-exclusive, perpetual, irrevocable and royalty free licence to use, reproduce and adapt the Content for the purposes of:
(a) providing Bizcaps Hosting Service; and
(b) making that Content (including the Confidential Content) available to specified recipients and therefore accept the rules and regulations for the submission of that Content to the specified recipient.
7 Privacy, Confidentiality and security
7.1 Bizcaps’ commitment to privacy is set out in the “Privacy Statement” available at www.bizcaps.com. You acknowledge that You have read and understood the Privacy Statement and consent to the collection, use and disclosure of personal information in accordance with the Privacy Statement.
7.2 Each party (“Recipient”) must keep the confidential information of the other party (“Discloser”) confidential, safe and secure and not disclose it to any person other than:
(a) the Recipient’s agents, advisors, contractors and personnel who have a need to know, provided they are subject to an obligation to keep the confidential information confidential; or
(b) where required to do so by law.
7.3 The Recipient will use the confidential information of the Discloser solely for the purpose of using or operating Bizcaps Hosting Service in accordance with this contract.
7.4 Confidential information includes:
(a) in the case of Bizcaps, all Sign On details provided to you; and
(b) in the case of you, the Confidential Content.
7.5 Confidential information does not include any information that is:
(a) public knowledge at the time it is supplied to Recipient, or becomes public knowledge subsequently other than through breach of an obligation of confidence; or
(b) in Recipient’s lawful possession prior to it being supplied to Recipient.
8 Term and termination
8.1 This contract commences on the date on which you agree to these terms and conditions and continues, subject to payment by you of the applicable Fees, until terminated in accordance with this contract.
8.2 Either party may terminate this contract by notice to the other party if:
(a) the other party breaches any term of this contract and, if it is capable of being remedied, does not remedy it within 14 days after receipt of notice requiring it to do so; or
(b) the other party becomes insolvent, has a controller or receiver appointed, enters into liquidation, provisional liquidation or administration, is subject to an arrangement for protection from its creditors, fails to comply with a statutory demand, it is otherwise unable to pay its debts when they fall due or something having a similar effect to the foregoing happens in connection with the party.
8.3 Either party may terminate this contract at any time by 30 days notice to the other party.
9.1 The parties are independent contractors. Nothing in this contract makes a party an agent, partner or joint venturer of the other.
9.2 You may not assign this contract without Bizcaps’ prior written consent.
9.3 This contract is the entire agreement of the parties concerning its subject matter.
9.4 An obligation of a party (other than an obligation to pay money) is suspended to the extent the party is prevented from performing that obligation because of an event beyond its reasonable control.
9.5 Bizcaps may vary this contract from time to time by notice to you. Without limiting other methods of notification, publication of the varied contract on Bizcaps Hosting Service web login will be effective notice of the variation.
9.6 This contract is governed by the law in force in Queensland. You submit to the non-exclusive jurisdiction of the courts of Queensland and courts of appeal from them for determining any dispute concerning this contract.
10.1 In this contract the following words have these meanings unless a contrary intention appears:
Buyer means a person using Bizcaps Hosting Service for the purpose of viewing the Content of Vendors.
Confidential Content means the prices of, or trading terms relating to, any products included in a catalogue hosted on Bizcaps Hosting Service, which you have designated as being available only to particular trading partners, and other Content to the extent to which, according to Bizcaps’ rules for Bizcaps Hosting Service from time to time, it is subject to restrictions on disclosure.
Content means the text, images and other material provided by you to Bizcaps for purposes of publication on Bizcaps Hosting Service.
Bizcaps Hosting Service means the on-line catalogue service operated by Bizcaps which is currently provided at the following website: www.bizcaps.com or such other website as is notified by Bizcaps from time to time.
Bizcaps means Bizcaps Pty Limited (ABN 86 108 329 157).
Fees mean Bizcaps’ fees for the Bizcaps Hosting Service service, as published by it from time to time.
Vendor means a person using Bizcaps Hosting Service for the promotion (by way of a catalogue or otherwise) of its goods.
You means the entity whose details are set out in the Registration Form.
Bizcaps Pty Ltd
Status as at 16 January 2019
11. General information & Contact details
Bizcaps Pty Ltd (hereafter Bizcaps) provides cloud-based software PIF Manager, Bizcaps MCIS, Bizcaps Enterprise, Bizcaps FlowScribe, Bizcaps iPim, EziView and other solutions available at bizcaps.com (and other domains owned by Bizcaps, hereafter the “Website or Software”) and is therefore the responsible body (controller) as regards the processing of the users’ personal data submitted through the Website or Software.
Controller pursuant to the (EU) General Data Protection Regulation (“GDPR”):
Bizcaps Pty Ltd, Level 4, 189 Kent St, Sydney, NSW, Australia 2000
Data Protection Officer (“DPO”):
Chief Operating Officer, Bizcaps Software, who can be contacted by email at: firstname.lastname@example.org
12. Scope of application
13. What is personal data?
Personal data means “any information relating to an identified or identifiable natural person”. The term includes information concerning known or already identified persons, as well as any information allowing us to directly or indirectly identify you. It also includes information only allowing an indirect identification by assignment to an identifier, an identification number, location data, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, such as your address, your telephone number, your email address, or your IP-address.
Information by which your identity cannot be determined does not qualify as personal data. For example, such information is any information without any connection to your name.
14. Data identification & purpose for processing
a. We collect and process the following types of personal data in order to operate the Website or Software and provide information to our users:
· technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting and versions, operating system and platform;
· information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through, and from the Website or Software (including date and time); page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page.
b. We do not use this usage data in order to determine your identity and do not combine it with other personal data from third parties.
c. Besides the above, you may give us information about you by filling out forms on the Website or Software or by corresponding with us by phone, e-mail or otherwise. This includes information that you provide when you use the Website or Software, search the Website or Software, participate in fora, blogs or other social media functions on the Website or Software, sign-up to a newsletter and when you contact us with an enquiry regarding the Website or Software. The information you give us may include your name, address, e-mail address, phone number, and personal description.
15. Data retention
We will retain the data you provide to us by using the Website or Software for as long as necessary for the purpose of processing.
After that, we may store your information in an aggregated and anonymized format.
16. Transfer & disclosure of personal data
We only use your personal information for internal business purposes and will only transfer or disclose it to third parties whenever necessary to fulfil the legitimate purpose or to execute a contractual relationship with you and only to such third parties that help with the fulfilment of the legitimate purpose or our contract with you.
Apart from this, your personal data will not be transferred or disclosed to a third party, unless you have expressly agreed to transfer or unless we are obliged to disclose personal data, by statutory law, court order, or official directive.
Cookies are used by Bizcaps to analyse the use of the Website or Software in pseudo-anonymised form, to keep track of navigation from page to page (removed when the browser is closed, as well as to provide online advertisements and information and to store general preferences of the user. We may use such statistics of users of the Website or Software for our market research and product improvement purposes. Most browsers are activated in a form that they accept cookies automatically. You may deactivate cookies or change the settings of your browser so that it informs you as soon as cookies are sent. However, in this event, a smooth functioning of our Website or Software may not be possible.
18. Technical infrastructure
All accesses on the data-processing systems by our employees can exclusively be transmitted using encoded accesses (SSL), for which an additional authorization is necessary. We block all accesses on the data processing systems which occur on non-authorized ports. Only necessary ports and services are open. Our servers are only located in Australia. All data are processed and stored within Australia. Bizcaps may have entered into a separate agreement with you regarding the specific location of servers.
19. Creation of personal profiles
We permit third parties to record information on the use of our offers without relation to personal information. Due to pseudo-anonymization and anonymization of this information, your privacy stays protected all the time. In particular, it is possible that the use of analytical tools (webtracking) results in the creation of specific user profiles. We use analytical tools in the form of tracking software, in order to determine the use frequency, and the number of users on the Website or Software. For example, we use Google Analytics, a web analysis service of Google Inc. as well as other Bizcaps internal tools to analyse use of our Website or Software and services.
20. Blog and Alerts
We provide blog stories, important system alerts, client account information and occasionally send out emails on our behalf. If you would like to receive our blog, you have to provide your email address as well as additional information allowing the verification of the specified email address and consent to receiving the newsletter. Your consent regarding the collection, storage and use of your email address can be revoked at any time, i.e. via the “unsubscribe”-link in the blog or via email@example.com
21. Data Subject rights
You have certain rights in relation to the personal data we hold about you, which we detail below. Some of these only apply in certain circumstances as set out in more detail below. We also set out how to exercise those rights. Please note that we will require you to verify your identity before responding to any requests to exercise your rights by sending us a scanned copy of your relevant identification documentation. We will respond to a request by you to exercise those rights without undue delay and at least within one month (although this may be extended by a further two months in certain circumstances). To exercise any of your rights, please contact us by email at firstname.lastname@example.org.
a. Access: You have the right to know whether we process personal data about you, and if we do, to access data we hold about you and certain information about how we use it and with whom we share it.
b. Portability: You have the right to receive a subset of the personal data we collect from you in PDF-format and a right to request that we transfer such personal data to another party. If you wish for us to transfer the personal data to another party, please ensure you detail that party and note that we can only do so where it is technically feasible. We are not responsible for the security of the personal data or its processing once received by the third party. We also may not provide you with certain data if providing it would interfere with another’s rights.
c. Correction: You have the right to correct any personal data held about you that is inaccurate. Where you request correction, please explain why you believe the personal data that we hold about you to be inaccurate or incomplete so that we can assess whether a correction is required.
d. Erasure: You may request that we erase the personal data we hold about you in the following circumstances:
· you believe that it is no longer necessary for us to hold the personal data we hold about you;
· we are processing the personal data we hold about you on the basis of your consent, and you wish to withdraw your consent and there is no other ground under which we can process the personal data;
· we are processing the personal data we hold about you on the basis of our legitimate interest and you object to such processing;
· you no longer wish us to use the personal data we hold about you in order to send you marketing material;
· you believe the personal data we hold about you is being unlawfully processed by us.
e. Restriction of processing: You have a right to require us to stop processing the personal data we hold about you other than for storage purposes in certain circumstances. Please note, however, that if we stop processing the personal data, we may use it again if there are valid grounds under data protection law for us to do so (e.g. for the defence of legal claims or for another’s protection).
f. Objection: At any time you have the right to object to our processing of data about you in order to send you marketing material, including where we build profiles for such purposes and we will stop processing the data for that purpose. Besides that, you may also object
· If we are processing the data we hold about you (including where the processing is profiling) on the basis of our legitimate interest and you object to such processing. Please provide us with detail as to your reasoning so that we can assess whether there is a compelling overriding interest in us continuing to process such data or we need to process it in relation to legal claims. Also note that you may exercise your right to request that we stop processing the data whilst we make the assessment of an overriding interest;
· If we are processing the data on the basis of historical/scientific research or statistics and you have a particular reason to object. Your right would not apply where we have been tasked with and it is necessary for us to undertake such processing in the public interest.
g. Complaints: In the event that you wish to make a complaint about how we process your personal data, please contact us in the first instance and we will endeavour to deal with your request. This is without prejudice to your right to launch a claim with the data protection supervisory authority in the country in which you live or work where you think we have infringed data protection laws.
22. Right of modification