TERMS AND CONDITIONS OF USE
Your participation in the WrapBack™ Program (“Program”) and the use of all WrapBack™ Program Content (“Program Content”), and the WrapBack™ websites at the following URL wrapback.com.au (“Website”), is subject to the following Terms and Conditions.
These Terms and Conditions are a binding agreement between you and Circular Hub Pty Limited trading as WrapBack™ (“Company”) (ABN: 28 623 485 263) and are in addition to any other agreement between you and the Company. The Company may modify these Terms and Conditions at any time without prior notice. Your access to and use of the Website and all Program content constitutes your acceptance of these Terms and Conditions.
TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATION
Australian Consumer Law means the Competition and Consumer Act 2010 (Cth) and any applicable regulations, as amended from time to time.
Claim or Claims means any claims, causes of action, losses, lawsuits, damages, liabilities, litigation matters, costs and/or expenses, including legal fees and expenses.
Commencement Date means the date upon which the business registers to the program.
Consequential Loss means any direct, indirect, incidental, special or consequential damage or loss (including liability for loss of profits, loss of business opportunity, loss of revenue, loss of savings, loss of bargain or loss of data).
Insolvency means bankruptcy or, being a company, entering into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or having a receiver or receiver manager or administrator appointed over all or part of its assets or passing a resolution for winding-up or a petition being presented for its winding-up.
Intellectual Property means all copyright, patents, inventions, discoveries, trade secrets, know-how, concepts, ideas, registered or unregistered designs and/or trademarks, processes, data, formulas, brand names, circuit layouts, databases, work products, company branding or brand names, business names, domain names and all other forms of intellectual property.
Intellectual Property Rights means all present and future rights to Intellectual Property (as defined in these Terms and Conditions) and all other rights to intellectual property as defined under Article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights.
Program means the WrapBack™ Program.
Upfront Payment means one upfront payment of the total price of the Program in cleared funds.
Website means the website with the URL www.wrapback.com.au
Website Content means any and all information and content displayed on the Website, including but not limited to articles, text, videos, blogs, case studies, downloadable resources, templates and general information.
Program Content means any and all information and content available to members via the website login function, including but not limited to posters, scripts, guides, signage, blueprints, case studies, templates, calculators, videos, presentations, other resources and general information.
In these Terms and Conditions:
- Headings and underlinings are for convenience only and do not affect the construction of these Terms and Conditions.
- A provision of these Terms and Conditions will not be interpreted against a party because the party prepared or was responsible for the preparation of the provision, or because the party’s legal representative prepared the provision.
- Currency refers to AUD Dollars.
- A reference to a statute or regulation includes amendments thereto.
- A reference to a clause, subclause or paragraph is a reference to a clause, subclause or paragraph of these Terms and Conditions.
- A reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made.
- The opening paragraph at the top of these Terms and Conditions forms part of the binding terms and conditions of these Terms and Conditions.
- A reference to singular includes the plural and vice versa.
- A reference to time is to time in New South Wales.
- A reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity.
- The words “includes”, “including” and similar expressions are not words of limitation.
2. REGISTRATION IN THE PROGRAM
To register in the Program, you must be me a hospital or healthcare organisation .. You must provide your name, organisation name, organisation site address, phone number, email address and position. Other information collected upon registration includes Sterilisation Wrap Supplier, Phone Number, Local District (if applicable) and/or Health Care Organisation/Group (if applicable). If registering in the Program, user names and passwords shall be issued for your organisation site’s use only (single site use). The Company reserves the right to decline or refuse registration at its sole discretion.
3. YOUR DETAILS AND REGISTRATION
- By registering your details with us, you warrant that you are authorised to register in the Program. We reserve the right to terminate your registration without notice, for any reason, if you have breached these Terms and Conditions.
- By registering in this Program, you warrant that you have the necessary technology, including a computer that has Internet access and connected speakers that can play audio from the computer.
- The Company will not be responsible for assisting you to access the content of the Program.
4. TERM OF REGISTRATION
- By registering into this Program, you commit to the total term of registration, which is for 12 months and commences from the Commencement Date.
- Should you choose to renew your membership in the Program, you are required to make a full payment as and when your payment obligations fall due.
- The details of payment arrangements are listed in clauses 5.2 to 5.3 of this Agreement.
5. ACCESS TO PROGRAM CONTENT
- Passwords and Security
To use certain features of the Website, you will need a username and password, which you will receive through the Company’s registration process. You are responsible for maintaining the confidentiality of the password and account and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorised use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss, Claim or damage arising from your failure to protect your password or account information.
- Payment – General
All prices are in AUD dollars. Prices are subject to change. Any fees and charges incurred as a result of foreign currency transfers in order to pay these fees are at your own expense. The Company will not be liable for, or offer a reduction in relation to, any transfer or foreign currency fees as a result of charges you incur. You can pay for the Program using the Upfront Payment method (see clause 5.3).
- Payment – Upfront Payment
You must pay in full the fee, specified by the Companyon receipt of invoice, at the time of your registration in order to receive access to the platform and to qualify for the introductory Year 1 discount. The discount is calculated solely at the discretion of the Company and is subject to change at any time. Should you decide to cancel your registration in the Program after registration, you will retain access to the website and to the Program Content until your access expires exactly twelve (12) months after you commence the Program.
6. DELIVERY OF CONTENT
All Program content will be delivered via the WrapBack™ website. Your access to the Program Content within the Website will expire exactly twelve (12) months after you commence the Program. Commencement date is when full payment has been received.
7. INTELLECTUAL PROPERTY
By using or visiting the Website and participating in the Program, you acknowledge and agree that:
7.1 The Program (and Program Content and Website Content) is owned by the Company and is the Intellectual Property of the Company and is protected by the Copyright Act 1976 (Cth) and other applicable Intellectual Property laws. The Company retains all Intellectual Property Rights to the Program.
7.2 The Program Content and Website Content is intended for your health care facility single site use only. The Company grants you a limited, non-exclusive, revocable, non-sublicensable licence for that purpose only.
7.3 The Program Content and Website Content, including all text, graphics, video, audio, software code or logos, is not intended for distribution and you must not, unless explicitly authorised in these Terms and Conditions alter, modify, copy, republish, reproduce, transmit, post, rent, lease, sell, distribute, commercially exploit or create any derivative works. You may, however, from time to time, download and/or print one copy of individual pages of the Website for single site use in accordance with clause 7.2, provided that you keep intact all copyright and other proprietary notices.
7.4 The Company reserves the right the change the Program Content and/or Website Content without notice to you.
8.1 The Company reserves the right to terminate your access to the Program, Program Content and Website Content at any time in the event that:
- you are in default of any payment obligation, including your payments not being able to be processed by Stripe (or the applicable payment gateway used by the Company from time to time);
- you sell or redistribute the Program content to any other person or organisation without the Company’s authorisation;
- you provide access to the Program content by providing your login details to another person outside the facility who is not a participating member in the program without the Company’s knowledge and express permission;
- you fail to remedy a breach of any non-payment related obligation within 7 days of having been given written notice to remedy the breach by the Company;
- you become unable to pay your debts as and when they fall due; or
- you commit an act of Insolvency.
In the event of a default as listed in clause 8.1, the Company may, without prejudice to any other rights or remedies available to it under these Terms and Conditions or otherwise, by notice in writing to you:
- suspend access to the Program and require full or partial payment in advance for the remainder owing (in the sole discretion of the Company) before access is granted again;
- Retain monies paid by you;
- Claim immediate payment of all monies due in respect of the Program, which are then immediately due and payable notwithstanding the due date or dates or payment;
- Terminate this Agreement;
- Continue to enforce its rights (including taking debt recovery or court action) and recover from you such payments and any other amounts owing as and when they fall due.
- The Program and/or Website are not intended to provide legal, tax or financial advice. You are solely responsible for determining whether any strategy, advice or process is appropriate for you based on your organisation’s financial circumstances and objectives. You should obtain independent legal, tax and financial advice regarding your specific situation before acting on any advice. If any information or advice that may constitute financial advice is given in the Program, such advice is not authorised or endorsed by the Company.
- The Company does not guarantee you will be able to implement sterilisation wrap recycling or implement a solution that results in a cost saving or cost neutral position as a result of your registration in the Program. The information promoted by the Company and Circular Hub are unique to particular organisations, circumstances and products. Any savings or costs will be based on your particular circumstances.
- Whilst the Company has made every effort to ensure the accuracy of the information on the Website and the Program Content, the information and content is subject to change without notice. The Company does not provide any representation or warranty that the content or information is accurate, complete or up to date.
- The Company will not be held liable (and you release the Company, its officers, agents, contractors and representatives) for any errors in the content or material displayed on the Website or in the Program or Program Content. Further, the Company will not be responsible or liable for any actions you take in reliance on the Program Content or Website content or any loss or damage or Claim that may arise directly or indirectly from the Program, Program Content and/or Website Content.
- The Website and Program are continually under development and the Company makes no warranty of any kind, implied or express, as to its accuracy, completeness or appropriateness for any purpose. You acknowledge and agree that no representation has been made by the Company or its affiliates and relied upon as to the future costs, savings or potential to implement a recycling solution that may be derived from the participation in this Program.
- The Website Content and the Program Content is for general information purposes only and is current at the time of first publication. You are responsible for determining the validity, quality and relevance of any information, material or service before acting or relying on it to ensure that it meets your particular requirements.
- The Website may feature third party advertising or content. The Company does not control the content or accuracy of information on such websites. The Company does not in any way represent that the advertiser and their products or services are endorsed or recommended by the Company. Links are provided for your reference only and the Company excludes all liability and responsibility for the content or operation of these third-party websites.
- The Website may feature third party presentations or knowledge from third party sources. The Company does not control the content or accuracy of information in such presentations. The Company does not in any way represent that the third-party presenter or source and their products or services are endorsed or recommended by the Company. Presentations are provided for your reference only and the Company excludes all liability and responsibility for the content or operation of these third-party websites.
When you register to WrapBack™ you receive a licence to use the WrapBack™ Program Content by The Company at Your site and access the website platform for the duration of your active membership. This licence is not transferable to other sites within your organisation.
Each licence is for one single site only unless otherwise agreed by The Company and You. A multi-site agreement may be issued to You at The Company’s discretion.
- LIMITATION OF LIABILITY
- Your participation, correspondence or business dealings with any third party found on or through the Website, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that the Company shall not be responsible or liable for any loss, damage, Claim or other matters of any sort incurred as the result of such dealings.
- You specifically acknowledge and agree that the Company is not liable for any defamatory, offensive or illegal conduct of any user of the Website or Program. If you are dissatisfied with the Website, Website Content, Program, Program Content or with any of these Terms and Conditions, your sole and exclusive remedy as against the Company is to discontinue using the Website, Program and the Program Content.
- Subject to clause 9.4, the Company, its subsidiaries, parent companies and/or affiliates shall not be liable for any Consequential Loss that results from the use of, or inability to use the Website, the Program, the Website Content, and the Program Content including all of its materials, products or services, or third party materials, products or services, made available through the Website and/or Program and, even if the Company is advised beforehand of such damage or loss or Claim.
- In any event, the Company’s total liability under these Terms and Conditions (if any) is limited to the total amount paid by you to the Company in respect of the Program.
- All terms, conditions and warranties that are implied by statute as excludable are excluded from these Terms and Conditions. Such terms, conditions and warranties implied by statute (or categories of damages) that are not excludable (including any non-excludable guarantees pursuant to the Australian Consumer Law, if applicable) are not excluded from these Terms and Conditions however the Company’s liability for such terms, conditions and warranties implied by statute (or categories of damage) that are not excluded is limited to the total amount paid by you to the Company (see clause 10.4), under these Terms and Conditions.
You agree at all times to defend, indemnify and hold harmless the Company its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all Claims, arising out of or related to your breach of any obligation, warranty, representation or covenant set forth in these Terms and Conditions, your use of the Website, Program Content, or arising from your own conduct, except where the Claims are directly and solely attributable to the gross negligence or wilful default of the Company or any of its duly authorised employees or agents.
- REFUND POLICY
We note that our Services and Products (including, but not limited to, the information services provided through this Website) come with guarantees that cannot be excluded under the Australian Consumer Law.
You may be entitled to a replacement (or resupply in the case of Services) or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You may also be entitled to have the goods repaired or replaced, or the Services resupplied, if the goods or services fail to be of acceptable quality and the failure does not amount to a major failure.
Otherwise, subject to the above consumer legislation, you will not be able to cancel or terminate of the Services, except in accordance with these Terms. Requests for refunds will be reviewed on a case by case basis in accordance with these Terms and refunds are discretionary.
The Company does not offer refunds for change of mind. If you voluntarily decide to withdraw from the Services or Program at any time or for any reason, you will remain fully responsible for the full cost of the Program.
The Company does not guarantee you will be able to implement sterilisation wrap recycling or implement a solution that results in a cost saving or cost neutral position as a result of your registration in the Program. Therefore, refunds will not be issued if you decide not to implement sterilisation wrap recycling.
If a refund is granted, upon receipt of the refund, your agreement with us is at an end. You agree that this is your sole remedy in these circumstances, other than any rights that may be available to you under the Australian Consumer Law, or in certain circumstances, the laws of your jurisdiction.
We may terminate a contract or cancel an order if the Product or Program is not available for any reason. We will notify you if this is the case and return any payment that you have made. We will usually refund any money received from you using the same method originally used by you to pay for the Product or Program.
- EXCLUSION OF COMPETITORS
If you are in the business of creating similar documents, goods or services for the purpose of providing them for a fee to users, whether they be business users or domestic users, then you are a competitor of www.wrapback.com.au. www.wrapback.com.au expressly excludes and does not permit you to use or access our website, to download any documents or information from its website or obtain any such documents or information through a third party. If you breach this term then www.wrapback.com.au will hold you fully responsible for any loss that we may sustain and further hold you accountable for all profits that you might make from such unpermitted and improper use. www.wrapback.com.au reserves the right to exclude and deny any person access to our website, services or information in our sole discretion.
- COPYRIGHT, TRADEMARK AND RESTRICTIONS OF USE
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance, trademarks and graphics. You are not permitted to reproduce the documents, information or materials on the website for the purposes of sale or the use by any third party. In particular you are not permitted to republish, upload, transmit electronically or otherwise or distribute any of the materials, documents or products that may be available for download from this website.
www.wrapback.com.au expressly reserves all copyright and trademark in all documents, information and materials on our website and we reserve the right to take action against you if you breach any of these terms.
Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following: you may print or download to a local hard disk extracts for use by your hospital or health care facility site only; and you may copy the content to individual third parties within the single hospital site for their use, but only if you acknowledge the website as the source of the material. You may not distribute the content to any third party outside the facilty site, including other facilities owned by a parent company. Each site must become a member in order to access the content for use at their respective site.
You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.
- DISPUTE RESOLUTION
If there is a dispute in relation to any aspect of the Program, Program Content, Website, and/or Website Content, either party may notify the other in writing of the dispute.
Following any such notification, there will be a period of 28 days during which both parties must participate in good faith in any negotiations or discussions regarding the dispute.
If the dispute has not been resolved by the end of this 28-day period, the Company may require that the dispute be submitted to mediation in accordance with, and subject to, the Institute of Arbitrators & Mediators Australia and its applicable rules.
Neither party will commence court proceedings or other similar actions relating to a dispute unless it has complied with the procedure set out in this clause.
- GOVERNING LAW
These Terms and Conditions are governed by the laws of the state of New South Wales, Australia and where applicable, those of the Commonwealth of Australia. Any provision of, or the application of any provision of, these Terms and Conditions which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
- ENTIRE AGREEMENT
This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.
Circular Hub Pty Ltd