Terms and Conditions

1. Application of Terms and Conditions

By making a Purchase Order or receiving Services from the Supplier, the Customer agrees to be bound to the following Terms and Conditions and consents to receiving all forms of electronic communication from the Supplier.

2. Definitions and Interpretation

2.1 Definitions

In this Agreement, unless the context requires otherwise the following definitions apply:

Agreement	means these Terms and Conditions, and each Purchase Order delivered by the Customer to the Supplier for the supply of the Services.
Confidential Information	of a party means the terms and existence of this Agreement and any information: (a) relating to the business and affairs of that party; (b) relating to the customers, clients, suppliers, employees, sub-contractors or other persons doing business with that party; (c) which is by its nature confidential; (d) which is designated as confidential by that party; or (e) which the other party knows or ought to know, is confidential, and includes all trade secrets, know-how, financial information, and other commercially valuable information of that party, and in the case of the Supplier, includes the Supplier Material.
Contributions	means, in relation to the use of the Services, any contribution and participation by the Customer in blogs, message boards, online forums, and other functionality during which the Customer may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to the Supplier or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material and any Submission that is publicly posted shall be treated as a Contribution accordingly.
Customer	means the buyer of Services named in any application or Purchase Order and includes the executors, administrators, successors and permitted assignees of that person or company.
Fees	means the fees for the Services including but not limited to single use fees and subscription fees.
GST Act	means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
GST Act Supplier	means the entity making a Supply (as that term is defined in the GST Act).
Intellectual Property Rights	means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, patent, registered or unregistered trade mark, registered or unregistered design, domain name, registered or unregistered plant breeder’s rights, trade secrets, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source of appellation of origin or other proprietary right or right of registration of such rights.
Prohibited Activity	means to: (a) systematically retrieving data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from the Supplier; (b) trick, defraud, or mislead the Supplier and other Customers, especially in any attempt to learn sensitive account information such as user passwords; (c) circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and the content contained therein; (d) disparage, tarnish, or otherwise harm the Supplier and/or the Services; (e) use any information obtained from the Services in order to harass, abuse, or harm another person; (f) make improper use of the Supplier’s support services or submit false reports of abuse or misconduct; (g) use the Services in a manner inconsistent with any applicable laws or regulations (including privacy laws); (h) engage in unauthorised framing of or linking to the Services; (i) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services; (j) engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools; (k) delete the copyright or other proprietary rights notice from any content in connection to the Services; (l) attempt to impersonate another Customer or use the username of another Customer; (m) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (‘gifs’), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as ‘spyware’ or ‘passive collection mechanisms’ or ‘pcms’); (n) interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services; (o) harass, annoy, intimidate, or threaten any of the Supplier’s employees or agents engaged in providing any portion of the Services to the Customer; (p) attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services; (q) copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code; (r) Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services; (s) except as may be the result of standard search engine or internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorised script or other software; (t) use a buying agent or purchasing agent to make purchases on the Services; (u) make any unauthorised use of the Services, including collecting usernames and/or email addresses of other Customers by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences; (v) use the Services as part of any effort to compete with the Supplier or otherwise use the Services for any revenue-generating endeavour or commercial enterprise; (w use the Services to advertise or offer to sell goods and services; and (x) sell or otherwise transfer the Customer’s profile and user account.
Purchase Order	means any order or request made by the Customer for the supply by the Supplier of Services in any form and includes an oral request for the supply of Services, or an invoice, proposal or quote provided by the Supplier at the Customer’s request.
Services	means the website mapulus.com and services supplied or to be supplied by the Supplier to the Customer (whether one time use or as a subscription) in accordance with a Purchase Order and/or this Agreement. Where the Services include any form of intellectual property, the Services includes only the right to use that intellectual property and not the intellectual property itself.
Submission	means, where the Customer directly contacts or sends the Supplier any question, comment, suggestion, idea, feedback or other information about the Services.
Supplier	means Mapulus Pty Ltd ACN 672 974 239 and includes its successors and assignees.
Supplier Material	means any material provided by or to which access is given by the Supplier to the Customer for the purposes of this Agreement including documents, software, object code, source code, configurations, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules, and data stored by any means.

2.2 Interpretation

In these Terms and Conditions and any Purchase Order, unless the context requires otherwise:

(a) a reference to:
- (i) a clause, schedule, annexure or party is a reference to a clause, schedule, annexure or party to this Agreement;
- (ii) a party includes its executors, personal representative, administrators, successors and permitted assigns;
- (iii) ‘document’, ‘deed’ or ‘agreement’ (including a reference to this Agreement) includes the document, deed or agreement as varied, amended, novated or supplemented and includes all recitals, schedules, appendices and exhibits to it;
- (iv) one gender includes all other genders;
- (v) legislation or a legislative provision includes any statutory modification or substitution of that legislation or provision and any subordinate legislation issued under that legislation or provision; and
- (vi) ‘person’ includes a corporation, trust, partnership, unincorporated body, government, local authority or agency, or other entity, whether or not it constitutes a separate legal entity;
(b) headings and any table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation;
(c) a word or phrase that is derived from or is another grammatical form of a defined word or phrase has corresponding meaning;
(d) a right or obligation of a party is a reference to a right or obligation of that party under this Agreement;
(e) a requirement to do anything includes a requirement to cause that thing to be done and a requirement not to do anything includes a requirement to prevent that thing being done;
(f) the meaning of general language is not restricted by an accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar expressions) do not limit what else might be included;
(g) the singular includes the plural and vice-versa;
(h) monetary amounts are expressed in US dollars;
(i) all references to dates and times are to Australian Eastern Standard Time;
(j) a ‘day’, ‘month’ or ‘year’ means a calendar day, month or year;
(k) all or part of this Agreement must not be construed against the interests of a party because that party or its lawyers were responsible for its drafting or because that party relies on a provision of this Agreement to protect itself; and
(l) if any day on or by which a person must do something under this Agreement is not a Business Day, then the person must do it on or by the next Business Day.

3. Inconsistency

These Terms and Conditions and any Purchase Order will be read and interpreted as a single agreement but if there is any conflict or inconsistency between these Terms and Conditions and/or any Purchase Order, the various parts of the Agreement will be interpreted and applied in the following order:

(a) the relevant Purchase Order;
(b) then these Terms and Conditions.

4. Formation of Contract

(a) The submission of a Purchase Order for the Services or the acceptance by the Customer of Services provided by the Supplier constitutes acceptance of these Terms and Conditions and the terms of the Agreement.
(b) These Terms and Conditions are subject to change at any time by the Supplier. Where there are scheduled changes that apply to new functionality, security updates, bug fixes, and/or court order, the Supplier will provide notice to the Customer. The Customer is deemed to have accepted any changes to these Term and Conditions immediately upon the earlier of the next use of the Services or the supply of Services by the Supplier to the Customer.
(c) Quotations made by the Supplier will not be construed as an offer or obligation to supply in accordance with the quotation.

5. Services

(a) Subject to the Customer paying the Fees as required by clause 6, the Supplier agrees to provide the Services requested to the Customer.
(b) The Customer must:
- (i) not engage in a Prohibited Activity;
- (ii) where an account is required, keep the Customer’s account and password confidential at all times;
- (iii) give the Supplier all information and assistance necessary to enable the Supplier to provide the Services;
- (iv) not use the information provided when using the Services in any jurisdiction where such distribution and/or use would subject the Supplier to any registration requirement within such jurisdiction;
- (v) follow the directions of the Supplier in connection with the provision of the Services;
- (vi) cooperate with the Supplier and act reasonably in connection with this Agreement and the receipt of the Services; and
- (vii) not use the Services if the Customer is subject to industry specific regulations and the use of the Services would be subjected to such laws and regulations, and the Customer acknowledges that the Supplier has no obligation to check that use of the Services by the Customer is compliant with industry specific regulations.
(c) The Customer acknowledges and agrees that if the Customer does not comply with this clause 5(a)then the Supplier is only obliged to supply the Services to the Customer.
(d) The Supplier reserves the right to, but not the obligation to:
- (i) monitor the Services for breach of these Terms and Conditions;
- (ii) change, modify, or remove the contents of the Services at any time or for any reason at its sole discretion without notice and will not be liable to the Customer or any third party for any modification, price change, suspension, or discontinuance of the Services;
- (iii) at the Supplier’s sole discretion and without limitation, notice or liability to the Supplier:
  - (A) remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to the Supplier’s systems;
  - (B) refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of the Customer’s Contributions or any portion thereof;
- (iv) take appropriate action against the Customer if in breach of this Agreement; and
- (v) otherwise manage the Services in a manner designed to protect the Supplier’s rights and property and to facilitate the proper functioning of the Services.
(e) The Customer acknowledges that the Services may not be available at all times and that the Supplier may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.
(f) The Customer agrees that the Supplier will have no liability whatsoever, whether at law or in equity, for any loss, damage, expenses, costs, or inconvenience caused by the Customer’s inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms and Conditions will be construed to obligate the Supplier to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

6. Payment Terms

(a) All Fees are in US dollars and subject to sales tax, credit card surcharge (where required) and change without notice. Purchase Orders are accepted by the Supplier on the condition that they will be invoiced at the applicable price as at the date that the Services are provided.
(b) The Supplier accepts Visa, Mastercard and PayPal as forms of payment. The Customer authorises the Supplier to charge the chosen payment method for such Fees (including reoccurring Fees) for the Services. The Customer acknowledges that a surcharge may apply for credit card payments.
(c) The Customer agrees to:
- (i) provide current, complete, and accurate purchase and account information for all purchases made via the Services;
- (ii) promptly update account and payment information, including email address, payment method, and payment card expiration date,
to enable the Supplier to complete Purchase Orders and the Customer as needed.
(d) All payments required to be made by the Customer under this Agreement will be made in cleared funds and free of any set off, or counterclaim and without deduction or withholding. The Supplier may, at any time and without notice, adjust, set off and deduct from any amounts which may be payable to the Customer for any reason, any amount payable by the Customer to the Supplier under this Agreement.

7. Trial Periods

(a) The Supplier offers a 14-day free trial to new Customers who register for the Services.
(b) Upon the expiration of the 14-day free trial period, the Customer agrees that their account will be charged in accordance with clause 6 in respect of their chosen subscription.

8. Cancellation, Term and Termination

(a) The Customer may cancel a Purchase Order and/or the Customer’s subscription at any time by logging onto the Customer’s account. Such cancellation will take effect at the end of the current paid term.
(b) The Supplier may terminate the Agreement and/or withhold supply of Services by providing notice to the Customer if (but without limitation):
- (i) the Customer becomes insolvent;
- (ii) the Supplier determines that a material adverse event has occurred with respect to the Customer;
- (iii) events beyond the control of the Supplier occur making supply impossible or undesirable to the Supplier;
- (iv) the Customer breaches any of the terms or conditions of the Agreement;
- (v) the Customer fails to pay any money due to the Supplier; or
- (vi) the Customer breaches any other agreement with the Supplier.
(c) Upon cancellation under clause 8(b), all amounts due by the Customer become immediately due and payable to the Supplier.
(d) Cancellation under clause 8(b) will not affect the Supplier’s right to institute legal proceeding for the recovery of all money owed to the Supplier.

9. Submissions and Contributions

(a) The Customer agrees and confirms that:
- (i) it is solely responsible for all Submissions and Contributions made through the access of, use of the Services (whether through the linking of the Customer’s social networking accounts to the Customer’s account or otherwise;
- (ii) to the extent permissible by law, it waives any and all moral rights to any such Submissions and Contributions;
- (iii) it warrants that any such Submissions and Contributions are original to the Customer or that it has the necessary rights and licences to submit such Submissions and Contributions and that it has full authority to grant to the Supplier the rights in clause 10 in relation to the Submissions and Contributions;
- (iv) its Submissions and Contributions may be viewable by other Customers of the Services and through third party websites and therefore warrants and represents that its Submissions and Contributions do not constitute Confidential Information;
- (v) it has obtained the necessary consent of each and every identifiable individual person in such Submissions and Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use in any manner contemplated by the Services;
- (vi) its Submissions and Contributions are not:
  - (A) obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by the Supplier);
  - (B) abusive, do not ridicule, mock, disparage or intimidate anyone or used to harass or threaten any other person and to promote violence against a specific person or class of people;
  - (C) infringing any moral and Intellectual Property Rights, whether of the Supplier or a third party;
  - (D) in breach of a Prohibited Activity; and
  - (E) in breach of this Agreement.
(b) The Customer agrees and assigns to the Supplier all Intellectual Property Rights in all Submissions that it makes. The Supplier is entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to the Customer.
(c) The Supplier has no obligation to monitor any Contributions made by the Customer but reserves the right to remove or edit any Contributions without notice if it is in the Supplier’s reasonable opinion that such Contribution is harmful or in breach of this Agreement. The Supplier may subsequently suspend or disable the Customer’s account and notify the relevant authority of such breach.

10. Intellectual Property

(a) The Customer must only use the Services in accordance with any directions given by the Supplier and is responsible for the safe keeping and maintenance of any Supplier Material provided to the Customer.
(b) Supplier Material remains the property of the Supplier and nothing in this Agreement grants the Customer any Intellectual Property Rights in the Supplier Material or other Intellectual Property Rights of the Supplier.
(c) The Customer grants to the Supplier a non-exclusive, irrevocable, global licence to exercise the Intellectual Property Rights in any Submission and Contribution made in connection with the Supplier providing Services to the Customer.
(d) The licence granted under clause 10(c) includes the right to sublicence.
(e) The Customer must not, and must ensure that its officers, employees, agents and subcontractors do not, use the trade marks or logos of the Supplier except with the prior consent of the Supplier and as expressly provided in this Agreement.

11. Privacy Policy

(a) By using the Services, the Customer agrees to be bound by the Supplier’s Privacy Policy, which is incorporated into these Terms and Conditions and can be reviewed here: https://www.mapulus.com/privacy-policy.

12. Limitation of Liability

(a) Subject to clause 13 and to the maximum extent permitted by law, each party will not be liable to each other for any loss of profit, loss of goodwill, loss of bargain, loss of revenues, loss of reputation, loss of actual or anticipated savings, loss of or corruption of data, loss of opportunity and/or any special, punitive, indirect or consequential loss or damage incurred by the either party or any other person whether directly or indirectly related to this Agreement.
(b) The Supplier is not liable for any loss or damage caused to the Customer by reason of any delay, lack of supply, system or technological failure, industrial action, fire, flood, riot, war, embargo, civil commotion, act of God or any other event which is beyond the Supplier’s control.

13. Australian Consumer Law

(a) This clause 13 only applies if the Competition and Consumer Act 2010 (Cth) applies to this Agreement.
(b) The Supplier’s Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, the Customer is entitled:
(i) to cancel this Agreement; and
(ii) to a refund of the unused portion of the Fees (if any), or to compensation for its reduced value.
(c) The Customer is also entitled to be compensated for any other reasonably foreseeable loss or damage.
(d) If the failure does not amount to a major failure, the Customer is entitled to have problems with the Services rectified in a reasonable time and, if this is not done, to cancel the Agreement and obtain a refund for the unused portion of the Fees (if any).

14. Capacity Warranties

Each party represents and warrant to each other party that:

(a) they have the power to enter into and perform this Agreement and have obtained all necessary consents to enable them to do so;
(b) no event of insolvency has occurred in respect of the party;
(c) the execution, delivery, and performance by it of this Agreement (and any document required to be entered into by it relating to this Agreement) will not:
(i) result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound; or
(ii) result in a breach of any law or order, judgment or decree of any court or Government Agency or regulatory body to which it is a party or by which it is bound.

15. Dispute Resolution

(a) This clause 15 applies to any dispute which arises between the Customer and the Supplier in connection with this Agreement.
(b) If either the Customer or the Supplier considers that a Dispute has arisen, it may send a written notice to the other party, setting out reasonable particulars of the matters in dispute, and requesting a written response within 14 days (Dispute Notice).
(c) The other party must provide a written response to any Dispute Notice within 14 days of receipt of the Dispute Notice.
(d) Subject to clause 15(h), the Customer and the Supplier must not commence or maintain any action or proceeding in any court, tribunal or otherwise regarding a Dispute without first:
(i) giving a Dispute Notice in compliance with clause 15(b); and
(ii) providing the other party 14 days to respond to the Dispute Notice.
(e) The Customer and the Supplier must promptly hold discussions between representatives of each party 14 days after the issue of a Dispute Notice to attempt to resolve the Dispute (First Level Discussions).
(f) If the Dispute has not been resolved within 5 Business Days after commencement of First Level Discussions, the Customer and the Supplier must attempt to resolve the Dispute by holding discussions between a senior executive of the Customer and a senior executive of the Supplier (Second Level Discussions).
(g) If the Dispute has not been resolved within 10 Business Days after commencement of Second Level Discussions, either party may pursue its rights and remedies under this Agreement as it sees fit.
(h) Notwithstanding anything in clause 15, a party may at any time commence court proceedings in relation to a dispute or claim arising in connection with this Agreement where that party seeks urgent interlocutory relief.

16. GST

16.1 Definitions

Any terms capitalised in clause 16 and not already defined in clause 2.1 have the same meaning given to those terms in the GST Act.

16.2 GST exclusive

Except under clause 16, the consideration for a Supply made under or in connection with this Agreement does not include GST.

16.3 Taxable Supply

If a Supply made under or in connection with this Agreement is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable:

(a) the Recipient must pay the GST Act Supplier an amount equal to the total GST for the Supply, in addition to and in the same manner as the consideration otherwise payable under this Agreement for that Supply; and
(b) the GST Act Supplier must give the Recipient a Tax Invoice for the Supply.

16.4 Later GST change

For clarity, the GST payable under clause 16.3 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the GST Act Supplier is liable, however caused.

16.5 Reimbursement or indemnity

If either party has the right under this Agreement to be reimbursed or indemnified by another party for a cost incurred in connection with this Agreement, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).

16.6 Warranty that Tax Invoice is issued regarding a Taxable Supply

Where a Tax Invoice is given by the GST Act Supplier, the GST Act Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.

16.7 Progressive or Periodic Supplies

Where a Supply made under or in connection with this Agreement is a Progressive or Periodic Supply, clause 16.3 applies to each component of the Progressive or Periodic Supply as if it were a separate Supply.

17. Assignment

Both parties’ obligations under this Agreement cannot be transferred or assigned and any attempt to do so will be void. The parties may assign their rights and obligations pursuant to this Agreement to another party with the consent of the other party.

18. Indemnity

The parties will indemnify each other and keep each other indemnified against any claim, loss, damage, liability, cost, or expense that may be incurred by either party arising from or in connection with any breach or default by either party of this Agreement or any related Purchase Order or contract.

19. Additional Requirements

The Customer must, at the request of the Supplier, provide such further information as is required by the Supplier, whether for the purpose of enabling the Supplier to provide the Services, assessing the Customer’s creditworthiness or otherwise.

20. Costs

The parties agree that:

(a) all costs incurred by a party relating to any default by the other party (Defaulting Party) to this Agreement or related Purchase Order or contract shall be paid by the Defaulting Party; and
(b) the costs and disbursements incurred in pursuing any recovery action, or any other claim or remedy, against a Defaulting Party, including debt recovery fees paid to a collection agent or otherwise and legal costs on an indemnity basis and whether or not the recovery action, claim or remedy is successful shall be paid by the Defaulting Party .

21. Taxes and Duties

(a) Where prices are expressed to be exclusive of sales tax, GST or other Government imposts, the Customer must pay all sales tax, GST or other Government imposts, fees and charges which become payable on the supply to the Customer in addition to the price provided by the Supplier.
(b) If as a result of:
- (i) any legislation becoming applicable to the subject matter of this Agreement or any supply under it; or
- (ii) any changes in legislation or its interpretation,
the cost to the Supplier of performing its obligations or making any supply to the Customer increases (whether by way of any tax, duty, excise or levy or otherwise), then:
- (iii) the Supplier must provide written notice to the Customer of the price changes; and
- (iv) the Customer has 60 days from the date of the notice to either:
  - (A) accept the price changes and continue with the Services; or
  - (B) cancel the Services and such cancellation will take effect at the end of the current paid term.

22. Severance

This Agreement will, to the extent possible, be interpreted and construed so as not to be invalid, illegal or unenforceable in any respect. If a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable:

(a) that provision will be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in the circumstances to give it a valid operation unless this would materially change the intended effect of this Agreement; or
(b) if the provision or part of it cannot effectively be read down, that provision or part will be deemed to be void and severable and the remaining provisions of this Agreement will not in any way be affected or impaired and will continue regardless of that illegality, invalidity or unenforceability.

23. Jurisdiction

(a) The Customer acknowledges and agrees that this Agreement will be governed by the laws of Queensland, Australia, and each party submits to the non-exclusive jurisdiction of the Courts of Queensland, Australia.
(b) The Customer submits and consents to the jurisdiction of Queensland, Australia in respect of any proceeding relating to this agreement or to the supply of goods to the Customer.

24. Contact

The Customer may contact the Supplier in relation to this Agreement, the Terms and Conditions contained herein at:

Mapulus Pty Ltd E: [email protected] M: 0466 491 770