Terms & Conditions
1. Parties and Definitions
You as the user, appropriator, acquirer or beneficiary of products or services supplied by Show Me Now Pty Ltd are referred to as you, the customer or the client within this document.
1. Parties and Definitions
You as the user, appropriator, acquirer or beneficiary of products or services supplied by Show Me Now Pty Ltd are referred to as you, the customer or the client within this document.
In this Agreement, unless the context indicates otherwise:
(a) reference to a party includes that party's successors and permitted assigns;
(b) words expressed in the singular include the plural and vice versa;
(c) words expressed in any gender include every gender;
(d) if any word or phrase is given a defined meaning, any other part of speech or grammatical form in respect of that word or phrase has a corresponding meaning;
(e) headings are inserted for convenience only and do not affect interpretation;
(f) the words person includes a partnership and a body whether corporate or otherwise;
(g) all references to dollars are to Australian dollars;
(h) reference to any statute, statutory provision or other legislation (whether primary or subordinate) is to a statute or other legislation as amended or replaced from time to time;
(i) the Schedule and any attachments form part of this Agreement;
(j) if any conflict arises between the terms and conditions contained in the clauses of this Agreement and any part of the Schedule (and attachments if any), the terms and conditions of the clauses prevail;
(k) if any conflict arises between any part of the Schedule and any part of an attachment, the Schedule prevails;
(l) reference to the Schedule (or an attachment) is a reference to the Schedule (or an attachment) to this Agreement, including as amended or replaced from time to time by agreement in writing between the parties; and(m) any term or item which is defined in the Recitals or elsewhere in this Agreement will have the meaning there defined.
(n) Days are counted as standard business days.
(o) Headings and underlining are for the purpose of identifying sections and must be disregarded in the construction of this Agreement.
(a) Show Me Now Pty Ltd will provide you with the products and/or services that you purchase from us from time to time ("Products" and "Services" respectively) and you agree to purchase and use these Products and Services on these terms and conditions as specified below.
(b) Our agreement will commence as per one of the criteria below:
(i) The date that we accept your application for the provision of any of the Products and Services, either by notifying you or by providing you with access to those Products and Services; or
(ii) the date you start using any of the Products and Services.
(c) Our agreement will continue month to month or until the end of any fixed term set out in your application, until this agreement is terminated in accordance with these terms and conditions.
(d) We reserve the right to require offline verification of your identity or authority.
(e) We reserve the right to refuse your application.
(a) To the extent that any Products or Services contain or require any software, we license that software to you on a non-exclusive, non-transferable basis for the term of this agreement, solely for your use of that Product or Service.
(b) You must use the software only on such equipment as we may designate for its use. We are not responsible for the installation or support of the software. You must use the software in accordance with any directions we provide to you from time to time.
(c) Ownership of the software remains as Show Me Now Pty Ltd or its suppliers at all times, whether in its original form or as modified. You must not, in whole or in part, copy, attempt to reverse-engineer or modify, or attempt to combine or incorporate in any other program or system, the software without the express written consent of Show Me Now Pty Ltd.
(d) You must protect the software and related documents at all times from unauthorized access, use or damage.
(a) In return for us providing these Products and Services to you, you must pay us the relevant fees, charges and costs notified to you and as may be amended by us from time to time (Fees). Should Show Me Now Pty Ltd decide to alter prices of any product or service Show Me Now Pty Ltd will give a minimum of 10 days notice of any alteration.
(c) You are solely responsible for the use of the Products and Services and for all payment of any Fees arising from the use or provision of the Products or Services, whether or not the user had your authority.
(d) Records and logs held by us in relation to usage by or provision of your Products and Services are prima facie evidence that you have ordered and used that Product and Service and you have agreed to all the terms in this agreement.
(e) You must pay any taxes, duties, stamp duties, imposts, levies or government charges relating to this agreement for the supply or usage of the Services or Products.
(f) You are responsible for any external access charges accumulated by you to access or use the Products or Services.
(g) Notwithstanding any of the provisions of this clause, in the event that you fail to pay your accounts by the due date and we refer your failure to any debt collection agency or other like body, in the event you seek to reconnect to the Products and Services, you acknowledge and agree that we may require that you initially pay such Fees as represent up to one year in advance for the Products and Services to be acquired by you. Such Fees are payable at the time of re-connection of your Products and Services.
(h) We reserve the right to on charge any fees or charges incurred by us as a result of dishonoured account payments, including bank representation fees, merchant charge-backs and retrieval costs.
(a) We may from time to time, at our absolute discretion, provide you with credits in relation to Products and Services supplied to you. In the event that we provide such a credit to you, these credits are not transferable, not redeemable for cash and will be applied by us against the next invoice provided to you, and subsequent invoices until such time as that credit is exhausted. If for some reason this agreement expires or is terminated prior to the exhaustion of the credit, no cash will be refunded to you in lieu of that outstanding credit. If you subsequently acquire other Products or Services, that credit will not apply to those new Products or Services.
6. Your use of our Products and Service
(a) You agree that you will use the Products and Services in a responsible manner. In particular, you warrant to us that when using the Products or Services, or providing information to us in relation to the Products or Services, you will not, nor will you allow others to;
(i) distribute, publish, or provide any material that is defamatory, harassing, obscene or illegal under any applicable law, rule, regulation, standard or code of practice;
(ii) distribute, or provide use of material that you have no right to distribute, use, or provide (for example, a third person's intellectual property rights.
(iii) Cause a nuisance to any person or incite violence or racial hatred or facilitate prostitution or pedophilia;
(iv) commit a crime or facilitate the committing of a crime;
(v) engage in any activity which is in breach of, or fail to comply with, any applicable law, rule, regulation, standard or code of practice;
(vi) perform or facilitate the mass distribution of advertising material, except to people who have consented to the receipt of that material, and you must cease the mass distribution of advertising material to those people once that consent is withdrawn;
(vii) engage in or fail to engage in any activity in a manner which will expose us to any liability;
(viii) fail to comply with any rules imposed by any third party whose content or services you are accessing or using, or any policy adopted by us;
(ix) use the Products or Services, or invite or direct persons to use the Products or Services, to access any content which it is illegal to publish;
(x) invade the privacy of others or alter the messages of others;
(xi) engage in misleading or deceptive conduct or fraud of any kind;
(xii)
fail to clearly identify any material which is advertising or adult only
material so that third persons can
determine whether to access that material or not;
(xiii) fail to maintain the security and confidentiality of any accounts, identifiers or passwords provided to you to enable you to use the Products or Services, and you must change your account, identifier or password immediately on request to do so from us;
(xiv) cause or help to cause the security or integrity of any Products or Services or other linked computer systems or sites to be compromised whether by way of hacking, virus introduction or in any other way.
(b) In addition;
(i) you indemnify us, our employees, contractors and agents, against any loss, costs or damage we may suffer as a result of the use of your Products or Services (whether or not by you or using your accounts, identifiers or passwords), or as a result of a breach of any of your warranties to us or any other provisions of this agreement;
(ii) you acknowledge that we have no control over any content accessible through use of the Products or Services and you have no claim against us in that regard;
(iii)
you must obtain, install and maintain your own access equipment to the Products
and Services and any authorisation, permission, license, waiver, registration
or consent from any person necessary in relation to that equipment. Without
limiting this clause, you agree that you must make your own arrangements for
the acquisition, installation and maintenance of any satellite dish and associated
equipment and, while we may
facilitate those arrangements for you, Show Me Now Pty Ltd is not the owner or
lessor of that equipment, your agent in this regard, or liable to you in any
way in this regard;
(iv) you must, at your cost, ensure full, free and safe access to any of your equipment or premises in order for us to provide the Products or Services to you;
(v) you must promptly provide to us all assistance and information we reasonably require in relation to the supply of the Products or Services to you;
(vi) you warrant that your representative responsible for the purchase of the Products and Services has all authority to do so;
(vii) you are responsible for providing any security or privacy you require for your computer networks and any data stored on those networks or accessed using the Products or Services, and you agree that we will not be responsible for any damage caused by your failure to provide same; and
(viii) you must safeguard and not tamper with any equipment we provide to you.
(xiv) cause or help to cause the security or integrity of any Products or Services or other linked computer systems or sites to be compromised whether by way of hacking, virus introduction or in any other way used by you to access the Products and Services, provide that equipment with a suitable physical environment and only permit us to repair, service, move or disconnect that equipment unless otherwise agreed by us. You bear the risk of loss or damage to that equipment while it is in your possession or control, except if it is damaged by our negligence or willful act.