“We/our/us” means OpenLot.com.au Pty Ltd (ACN 643 007 783);
“You/your” means you, our customer;
“Contract” means these general terms and your Order;
“OpenLot.com.au” means the OpenLot.com.au desktop and mobile website;
“OpenLot Plan” means your OpenLot plan and associated plan features in effect from time to time;
“Order” any document or online order process that we make available to you, which you indicate your agreement to and which identifies your selected OpenLot Plan; and
“your Content” means any content, information and/or data that you upload to OpenLot.com.au.
2. Your acknowledgements and agreements
You acknowledge and agree that:
(a) you grant us an irrevocable, perpetual, world-wide, royalty free licence to commercialise, copy, licence to other persons, use and adapt for any purpose related to our business your Content, and this licence survives termination of the Contract by you or us;
(b) you are solely responsible for your Content and any errors or omissions in your Content;
(c) where you have provided us with your contact details or your employees have provided us with their contact details, we may contact you and your employees from time to time in relation to products and services offered by us or our business partners and you authorise us:
(i) to contact you or your employees, unless you explicitly request us not to contact you; and
(ii) to contact you or your employees via any of these methods without including an unsubscribe facility, to the extent permitted by law.
You warrant to us that you hold all required licenses or accreditations to market the land estates and/or developments that you list using your OpenLot Plan and you have full authority to upload your Content to OpenLot.com.au.
Your obligations are:
(c) to only collect, use, disclose and store personal information obtained through OpenLot.com.au including through leads generated by users submitting enquiries on OpenLot.com.au, for the sole purpose of contacting the person enquiring in relation to the specific matter they have enquired about;
(d) to ensure that your Content: is not unlawful, is not misleading or deceptive or likely to mislead or deceive; and does not include information that is defamatory, fraudulent, in breach of copyright or would otherwise expose us to liability, legal proceedings or sanction; and
(e) to ensure that your OpenLot.com.au username and password for are kept secure at all times and are only disclosed to persons employed by you or engaged to provide services to you;
5. Termination or suspension
Without limiting our other rights, we may immediately terminate the Contract or suspend or temporarily remove any of your Content if:
(a) you fail to pay any fees due to us in accordance with the Order;
(b) any of the warranties you give us are incorrect or you are in material breach of your obligations under the Contract; or
(c) you enter into bankruptcy, liquidation, administration, receivership, or become or are deemed to become insolvent.
In the event that we exercise our right to suspend or temporarily remove your Content pursuant to the above, you remain liable for all fees until the termination or expiration of the Contract. Termination of the Contract or suspension or temporary removal of content does not relieve you of your liability to pay fees up to the effective time of termination and, for the avoidance of doubt, invoices will still be issued and payable for periods of suspension and during notice periods leading to termination.
The fees for your OpenLot Plan will be specified in your Order and payable in accordance with your Order. We reserve the right to change the fees for any OpenLot Plan at any time. You will be notified in advance of any changes to fees and may terminate prior to these changes taking effect. You will pay any applicable taxes in connection with the fees under the Contract.
7. Limitation of liability
To the extent allowable under law, we:
(a) exclude all conditions, warranties and guarantees implied into the Contract;
(b) exclude liability for consequential, special or indirect loss or damage (including but not limited to loss of opportunity, loss of revenue, loss of data and loss of profits); and
(c) limit our liability for breach of any consumer guarantee, condition or warranty that cannot be excluded to resupplying the relevant service or paying the cost of having the relevant service resupplied.
Neither party will be liable under the Contract to the extent that liability is caused by:
(a) the other party’s breach of its obligations under the Contract or negligent act or omission; or
(b) any delay in performance or breach of the Contract which arises as a result of any matter beyond its control.
Without limiting the generality of the above:
(a) we cannot guarantee continuous operation of OpenLot.com.au and technological issues may prevent us from doing so; and
(b) in relation to any data or analytics that we provide to you under your OpenLot Plan, we do not warrant the accuracy or reliability of this data and it should not be regarded as a substitute for professional advice. Such data/analytics is provided for your internal business use only and may not be copied, reproduced, published or disclosed to any person outside your organisation, save that it may be used to illustrate to your clients the performance of OpenLot.com.au and in presentations and meetings with prospective clients.
You indemnify us and our officers, employees and agents against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses) incurred or suffered by any of the indemnified people as a result of any claim or proceedings brought by a third party against the indemnified people in connection with your Content or any other act or omission by you in connection with your use of OpenLot.com.au.
We may vary the Contract any feature of an OpenLot Plan at any time and we will notify you of all variations. In addition, for variations that may cause you material detriment, we will give you notice before the variation takes effect and you may terminate the Contract in advance of the variation taking effect.
10. General provisions
(a) We will send all notices and other communications to you at the email address you have provided to us. All notices from you to us (including termination notices) must be sent by email to firstname.lastname@example.org.
(b) The Contract is the entire agreement between us about its subject matter.
(c) The laws of Victoria, Australia govern the Contract. Each party submits to the exclusive jurisdiction of the Courts of Victoria, Australia.
10 August 2020