Seamless Website Terms & Conditions
Acceptance Of Terms :
By accessing, browsing and/or using the Websites or the Licensed Software, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions ("Terms") and to comply with all applicable laws and regulations. If you do not agree to the Terms, you should not use the Websites or the Licensed Software.
As a user of the Websites, you are granted access to the Websites and to all content, information and software provided on and through the Websites in accordance with these Terms.
Access to the Websites is permitted on a temporary basis, and Axalta reserves the right to withdraw or amend such access at any time without notice. Axalta will not be liable if, for any reason, the Websites are unavailable at any time or for any period. From time to time, Axalta may restrict access to all or part of the Websites.
Grant Of Licence :
As long as you comply with these Terms and pay the Ongoing Monthly Licensing Fee, Axalta hereby grants to you a non-exclusive and non-transferable licence to use the Licensed Software provided via the Websites solely for your internal business activities in the manner and for the purposes described in these Terms.
These Terms (and the licence hereby granted, if applicable) commence on the first day you are provided system access and continue on condition that you pay the Ongoing Monthly Licensing Fee unless such access (and licence, if applicable) is terminated earlier in accordance with these Terms.
You shall pay to Axalta the agreed amounts set out in the relevant invoice including but not limited to the Ongoing Monthly License Fee and any agreed further training or consultancy fees. Unless otherwise expressly stated, the fees and any other amounts referred to in the invoice are expressed exclusive of GST. If GST is payable as a consequence of any supply made (or deemed to be made) by Axalta, you will pay Axalta an amount equal to the GST payable in respect of the supply, in addition to the amounts otherwise payable, subject to and on condition that Axalta provides a valid tax invoice as a precondition for payment by you of GST. Axalta may request a deposit prior to providing you with the Licensed Software. The Ongoing Monthly Licensing Fee is payable monthly in advance. You will pay via direct debit from either your Bank Account or from a nominated credit card in your name, or from a company cheque. Axalta will send you a GST compliant Tax Invoice after processing the monthly fee.
The Ongoing Monthly Licensing Fee covers the ongoing licensing of the Licensed Software, upgrades as made available directly to the Websites and online and/or telephone support as set out in these Terms. If you do not make available funds to meet the payments for the Ongoing Monthly Licensing Fee by the due date, Axalta reserves the right to, acting reasonably, suspend or cancel the license and/or any of the services provided as part of that fee upon 14 days written notice to you.
Axalta may increase the Ongoing Monthly Licensing Fee upon 30 days written notice. However, this will, where possible, be done on no more than an annual basis and wherever possible by no more than the annual inflation rate. If there is a reason for an increase above the inflation rate, this will be accompanied with a detailed justification. If Axalta increases the Ongoing Monthly Licensing Fee, you will have an option to terminate these Terms and thereby cancel the services by providing written notice to Axalta within 14 days of receiving notice of the fee increase in accordance with this section.
Installation, Training, Support, Upgrades :
Axalta will advise the date for the commencement of use of the Licensed Software before issuing an invoice to you or requiring payment of the Ongoing Monthly Licensing Fee in accordance with these Terms
Axalta will provide training for the number of days as detailed in the Quotation during normal working hours on business days.
Axalta will provide on-going telephone technical support for all matters relating to the Licensed Software, during normal working hours on business days.
End Users acknowledge and agree to enter into a Maintenance Agreement (see link below) with the Content Provider in respect of the Licensed Software as a pre-condition to the grant of licence under these Terms. No other third party vendor or entity shall be permitted to use or gain access to the Licensed Software for the purposes of maintenance, repair or troubleshooting.
Axalta will facilitate password protected access for you to the Websites, and if applicable, to the Licensed Software as part of its ongoing telephone technical support. You agree to comply with this security arrangement and will take all reasonable steps to limit access and ensure that your password is not disclosed to unauthorised users. You agree and accept that in the event that any agents, employees, sub-contractors, invitees or any other person gain unauthorised access to the Licensed Software, and breach these Terms in any way, you shall be responsible for any and all loss and damage suffered by Axalta and/or the Content Provider as a result of the aforementioned breach.
Axalta will continue a program of regular upgrades to the Websites which will be automatically made available to you. You will be required to accept any upgrades, however all work on significant changes or upgrades to the Websites will first have to be agreed to by a majority of the Content Provider and Axalta's current clients.
Copyright and Use Restrictions
The copyright in all material provided on the Websites is held by Axalta, and in the case of the Licensed Material, by the Content Provider (together, the "Web Content"). The Web Content on the Websites is provided (and the Licensed Software is licensed, as applicable) for internal business use only and not for commercial exploitation.
Permission is granted to display, copy, distribute and download the Web Content provided you do not modify the materials and that you observe all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any provision of these Terms. Upon termination, you will immediately destroy any downloaded and printed materials. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Web Content. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider, other automatic device, or manual process to monitor or copy the Web Content. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes, all or any portion of the Web Content, except to the extent permitted above. You may not use or otherwise export or re-export the Websites or any portion thereof, the Web Content or any Licensed Software available on or through the Websites in breach of any export control laws and regulations of Australia. Any unauthorised use of the Websites or the Web Content is strictly prohibited.
Proprietary Rights :
You acknowledge that (i) the Websites including their contents, any related documentation, and other intellectual proprietary rights embodied therein are and shall remain the property of Axalta and its Content Provider (as applicable, including, without limitation, BodyNet Ltd); (ii) the intellectual property rights associated with the Licensed Software may be protected under patent, trademark, copyright, trade secret and other intellectual property laws of the relevant jurisdiction, and all right, title and ownership in and to the Licensed Software vests in the Content Provider; and (iii) the Websites have been created, compiled, prepared, selected and arranged by Axalta's Content Provider through the expenditure of substantial time, effort and resources and that the Websites and their content constitutes valuable property.
If the agreement between Axalta and the Content Provider in respect of the Licensed Software ("Agreement") terminates, you acknowledge and agree that the Content Provider may take cession of these Terms without further notice to you, and may assume all rights and obligations of Axalta under these Terms, immediately upon its termination.
The trademarks, service marks, and logos ("Trademarks") used and displayed on the Websites are registered and unregistered Trademarks of Axalta and the Content Provider. Nothing on this Websites should be construed as granting, by implication, any license or right to use any Trademark displayed on the Websites, without the prior written permission of Axalta. Axalta aggressively enforces its intellectual property rights to the fullest extent of the law. Except as set forth under the "Linking to the Site" section below, The names of Axalta, BodyNet Ltd and each of the Axalta and BodyNet Ltd logos may not be used, adapted, displayed or communicated in any way, including in advertising or publicity pertaining to distribution of materials on the Websites, without the prior written permission of Axalta or BodyNet Ltd (as applicable).
Linking To The Site :
You may provide links only to the homepage of the Websites, provided (a) you do not remove or obscure, by framing or otherwise, any portion of the homepage; (b) you do not alter, block or otherwise prevent display of any content of the Websites; (c) you do not make, release, or disseminate any public statements, promotions, press releases, or announcements relating to Axalta or BodyNet Ltd without prior written consent; (d) you give Axalta notice of such link by sending an email to email@example.com; and (e) you discontinue providing links to the Website if requested by Axalta . If you wish to provide links to a section within the Website, you should forward your request to Axalta at firstname.lastname@example.org and Axalta will notify you if permission is granted, and if so the terms and conditions of the permission. By linking to the Websites, you also represent that you will not disparage or make negative references to Axalta, the Content Provider (including BodyNet Ltd) on your website.
Certain sections of the Websites may require you to register. If registration is requested, you agree to provide Axalta with accurate, complete registration information. It is your responsibility to inform Axalta of any changes to that information. Each registration is for a single person only ("End User"), unless specifically designated otherwise on the registration page. Axalta does not permit a) any other person to use the registered sections under your name; or b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Axalta as soon as practicable by emailing email@example.com.
Links To Other Sites :
The Websites contain links to and from third party websites. These links are provided solely as a convenience to you and not as an endorsement by Axalta of the contents on such third-party web sites. Axalta is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites.
Disclaimer Of Warranty :
The materials on the Websites are provided "As is" without warranties of any kind either express or implied. To the fullest extent permitted by law, Axalta and the Content Provider disclaim all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or other violation of rights. Axalta does not warrant or make any representations regarding the use, validity, accuracy, or reliability of, or the results of the use of, or otherwise respecting, the materials on this site or any sites linked to the Websites. You acknowledge that Axalta, in fulfilling its obligations in accordance with these Terms, acts as an independent distributor of the Licensed Software, and not as agent of the Content Provider.
Limitation Of Liability :
To the fullest extent permissible by law, under no circumstances, including, but not limited to, negligence, shall Axalta the Content Provider or any third parties mentioned on the Websites be liable for any direct, indirect, special, incidental or consequential loss or damages, including, but not limited to, loss of data or profit, arising out of or in connection with your use, or your inability to use, the materials on the Websites, even if Axalta or a third party has been advised of the possibility of such loss or damages. If your use of materials from the Websites results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof.
You acknowledge and agree that the Content Provider has the ultimate right and ability to suspend or terminate access to the Licensed Software, and that to the fullest extent permissible at law, Axalta excludes all liability and responsible for any loss or damage, whether in contract, tort or otherwise, suffered by you in connection with such suspension or termination.
Nothing in these Terms will exclude, restrict or modify the application of any provision of the Competition and Consumer Act 2010 (Cth), or any equivalent State or Territory legislation ("Relevant Legislation"), the exercise of a right conferred by such a provision, or any liability of a party for a breach of a guarantee imposed by such a provision, where the Relevant Legislation would render it void to do so. If those statutory provisions apply, notwithstanding any other provision of these Terms, to the extent to which Axalta is entitled to do so, Axalta limits its liability in respect of any claim under those provisions to:
- in the case of goods: (a) the repair or replacement of such goods or the supply of equivalent goods; or (b) the repayment of the cost of repairing or replacing such goods or acquiring equivalent goods; and
- in the case of services: (a) the supply of such services again; or (b) the payment of the cost of having the services supplied again.
Your Transmissions :
You are prohibited from posting or transmitting to or from the Website any unlawful, threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law. If you post information, data, text, or other content on publicly accessible areas of the Websites or provide Axalta with information, including but not limited to, feed-back data, answers, questions, comments, suggestions, plans, ideas or the like, such information or content shall be deemed to be non-confidential and Axalta shall be free to use, reproduce, disclose or distribute the information to others without restriction.
Remedies For Breach :
Axalta reserves the right to seek all remedies available at law and in equity for any breach of these Terms, including but not limited to the right to block access, acting reasonably, from a particular IP address to the Websites and their content and to the Licensed Software upon notice to you.
You acknowledge and agree that any rights and remedies available to Axalta under these Terms shall also be construed as being in favour of the Content Provider, and that Axalta may take all necessary steps to exercise and enforce such rights which would otherwise have vested, save for this provision, in Axalta. Notwithstanding this provision, nothing in these Terms allows both Axalta and the Content Provider to claim the same loss and damages as against you in circumstances where only the Content Provider would be entitled at law or at equity to claim such loss or damage.
Governing Law And Jurisdiction;
These Terms are governed by and construed in accordance with the laws of the State of Victoria, Australia. You submit to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.
Severability Of Provisions :
This Agreement incorporates by reference any notices contained on the Websites [and the Axalta Proposal] which constitutes the entire agreement with respect to access to and use of the Websites. If any part of these Terms is unlawful, void or unenforceable, then that part shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
Axalta may at any time revise, amend or supplement these Terms by updating the posting. By using the Websites, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current agreement to which you are bound.
You may not assign, transfer or novate your rights, obligations or interest in these Terms.
Minimum terms of contract are 12 months after which either party may terminate this Agreement by: (a) 30 days written notice (via email) to the other party for any reason; or (b) written notice (via email, effectively immediately) to the other party. in the case of a breach by the other party of these Terms that cannot be remedied upon 14 days written notice of such breach.
Dispute Resolution :
This provision applies ONLY to a licence granted to an End User in accordance with these Terms.
In the event of a dispute arising between you and Axalta in relation to these Terms ("Dispute"), neither party shall commence any action relating to the Dispute (except where the party seeks urgent interlocutory relief via a court of competent jurisdiction), unless that party has complied with the procedures in this section.
If a Dispute arises, both parties will try to resolve it amicably via their respective authorised representatives. If they are unable to do so within 10 days, they may escalate the Dispute to senior management. If they are still unable to resolve the Dispute within 10 days of such escalation, either party may notify the other party in writing that the Dispute is referred to mediation, as follows:
(a) the parties shall first refer the Dispute to mediation ("the ADR reference") by a mediator agreed by the parties or failing agreement appointed by the Chair of Resolution Institute (ACN 008 651 232) of Level 2, 13-15 Bridge Street, Sydney NSW 2000, or the Chair's designated representative. The ADR reference shall commence when any party gives written notice to the other specifying the Dispute and requiring its resolution under this clause. Any information or documents obtained through or as part of the reference under this sub clause shall not be used for any purpose other than the settlement of the Dispute under this sub clause. (b) If the dispute is not settled via mediation or within 90 days of the commencement of the ADR reference either party may then, but not earlier submit the Dispute to arbitration in accordance with, and subject to, Resolution Institute Arbitration Rules for the conduct of commercial arbitration. Such arbitration shall be conducted by a single arbitrator agreed by the parties or failing such agreement appointed by the Chair or Resolution institute, or the Chair's designated representative. Any arbitrator as appointed shall not be the same person as any mediator appointed under the ADR reference.
Notwithstanding the existence of a Dispute, each party shall continue to perform these Terms.
Each party agrees: (a) to keep all the other party's Confidential Information confidential; (b) not to use the other party's Confidential Information other than for the purposes of this agreement; and (c) not to disclose the other party's Confidential Information to any third party without the prior written consent of the other party.
Notwithstanding any other provision of these Terms, a party may disclose the other party's Confidential Information: (a) to their employees and subcontractors who need to know the information to fulfil the obligations under these Terms; (b) to the extent required by any applicable law; and (c) to their related companies, solicitors, auditors, insurers and accountants to enable those persons to use the information for the purpose of advising or reporting.
This section shall survive the termination of this Agreement.
"Confidential Information", in relation to a party or a Content Provider, means all trade secrets and any other information (whether in tangible or intangible form) relating to any of the disclosing party's or Content Provider's software, products, services, systems, affairs, businesses, strategies, customers or employees which are disclosed to the recipient by the disclosing party or Content Provider or otherwise obtained or accessed by the recipient, but does not include: (a) information which is or becomes generally available in the public domain (other than through a breach of this agreement); (b) information rightfully received by recipient from a third person who is under no obligation of confidentiality to the disclosing party and who has not obtained that information directly or indirectly as a result of a breach of any duty of confidence owed to the disclosing party; or (c) information which has been independently developed by the recipient.
Your privacy is a primary concern to us at Axalta. When collecting your Personal Information, we comply with the Privacy Act 1988 (Cth) and any applicable State or Territory information protection laws. In order to provide access to the Websites, or to grant you a licence in accordance with these Terms, we may be required to collect, use, disclose and otherwise handle your Personal Information in accordance with the Privacy Statement set out below.
How we may contact you
If you do not want to receive emails from us in the future, please let us know by sending an email to us at firstname.lastname@example.org . you may receive periodic postal mail from us with information on new products and services or upcoming events. if you do not wish to receive such mail, please let us know by sending an email to us at the above address. customers who supply us with their telephone numbers online may receive telephone contact from us with information regarding orders they have placed on-line or other business they have conducted on-line.
Information or content provided by you on our Websites
If you post information, data, text, or other content on publicly accessible areas of the Websites or provide Axalta with information, including but not limited to, feed-back data, answers, questions, comments, suggestions, plans, ideas or the like, such information or content shall be deemed to be non-confidential and Axalta shall be free to use, reproduce, disclose or distribute the information to others without restriction, ensuring that such information or content is de-identified and anonymised (and therefore does not constitute "Personal Information").
Definitions and Interpretation
In these Terms, unless stated to the contrary :
"Axalta" means Axalta Coating Systems Australia Pty Ltd (ACN 158 497 655), a company registered in Australia.
"Axalta Proposal" means the sales offer letter to you containing financial and training details.
"Client Training" means the training provided for in the Axalta Proposal.
"Content Provider" means the owners and/or licensors of the Licensed Software.
"Initial Training Fee" means the initial training fee payable by you under the Axalta Proposal.
"Intellectual Property Rights" means any rights of any kind in: (a) inventions, discoveries and novel designs, whether or not registered or registerable as patents or designs, including developments or improvements of equipment, products, technology, processes, methods or techniques; (b) copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist; (c) confidential information and trade secrets; (d) trade and service marks (whether registered or unregistered); and (e) designs available on Internet sites.
"Licensed Software" means the software which is owned by the Content Provider and licensed to you by Axalta in accordance with these Terms, being the web-based Seamless Workshop Management System that is used by vehicle repair bodyshops as part of their internal business operations.
"Ongoing Monthly License Fee" means the monthly license fee payable by you for the Licensed Software in accordance with these Terms.
"Personal Information" has the same meaning as section 6 of the Privacy Act 1988 (Cth). "
"You" or "End User" means the individual accepting and agreeing to be bound by these Terms, and (if applicable) accepting the grant of licence in accordance with these Terms.
“Websites" means www.seamlessbsm.com.au and its associated Websites.
In these Terms, unless stated to the contrary the word person includes a company, firm, a body corporate, an unincorporated association or an authority; a reference to a person includes a reference to the person's executors, administrators, successors, substitutes and permitted assigns; a reference to any thing is a reference to the whole or any part of it; where a word or phrase is specifically defined other parts of speech and grammatical forms of that word or phrase have corresponding meanings; headings are inserted for convenience and do not affect the interpretation of these Terms and Conditions; a reference to $ is a reference to Australian Dollars; a reference to GST means the Goods & Services Tax imposed by the Commonwealth of Australia (currently 10% of the value of goods and services supplied).