1.2 Although we may attempt to notify you when major changes are made to these T&C’s, you should periodically review the most up-to-date version of these T&C’s located on the HowToPurchase website. HowToPurchase may, in its sole discretion, modify or revise these T&C’s and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these T&C’s shall be deemed to confer any third-party rights or benefits.
1.3 By registering for a HowToPurchase account, you are also subscribing to receive occasional emails from VendorPanel Pty Ltd. These emails may contain promotional material, offers or industry news. You can unsubscribe from these emails at any time.
2 The Service
2.1 VendorPanel Pty Ltd (we, us or our) is the developer, owner and licensor of the Service known as HowToPurchase.
3 HowToPurchase Accounts
3.1 In order to access some features of the Service, you will have to create a HowToPurchase account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify HowToPurchase immediately of any breach of security or unauthorized use of your account.
3.2 VendorPanel Pty Ltd will not be liable for your losses caused by any unauthorized use of your account. You are liable for the losses of HowToPurchase or other parties due to unauthorized use of your account.
4 General Use of the Service — Permissions and Restrictions
4.1 The Service is provided as a web based application that you access and use via the internet, using a standard web browser. You can also access some features of the Service via an embedded iFrame on any website or intranet page where the embeded code has been added.
4.2 You must: (a) access and use HowToPurchase only through a web browser and by no other means; (b) comply with these T&C’s and technical and instructional documentation we provide from time to time; (c) comply with all applicable laws, regulations and codes; (d) comply with any reasonable directions issued by us from time to time; (e) promptly report any errors, defects or malfunctions to us; (f) not do anything which is intended or reasonably likely to damage, impair, interrupt or interfere with HowToPurchase or the computer equipment on which it is installed; (g) not attempt to access or control the computer equipment on which the HowToPurchase application is installed; (h) not alter, modify, decompile, disassemble, reverse engineer, sublicense or change the HowToPurchase application or integrate it with or into any other software or create a derivative work from the software by any means; and (i) not purport to grant to a third party any right to access or use HowToPurchase except as permitted by us.
4.3 If you use the HowToPurchase application, you agree that it may automatically update from time to time from HowToPurchase. These updates are designed to improve, enhance and further develop the application and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit HowToPurchase to deliver these to you) as part of your use of the application.
4.4 HowToPurchase reserves the right to discontinue any aspect of the Service at any time. Where practicable we will endeavour to provide at least 28 days advance warning will be provided to registered Users via email.
4.5 You may create your own HowToPurchase application and add your own Content. “Content” includes the categories, subcategories, price thresholds, risk ratings, purchasing guides and any associated links or references. You may share or publish your Content on any 3rd party websites and intranet pages using the embeddable application. This embeds your configured HowToPurchase application onto any 3rd party website or intranet page where the embed code snippet is placed.
4.6 You may be able to embed your HowToPurchase application using an iFrame onto any website or intranet connected to the internet.
4.7 We are not responsible for information or advice contained in your HowToPurchase application and we do not verify, endorse, recommend, approve or guarantee any Content, linked sites, or any referenced suppliers bona fides, goods and services, capabilities, competence, experience, qualifications, financial standing or any information they provide.
4.8 The Service and the Content may contain links to third party websites, references, documents, intranet sites, software applications or other information or locations (the “Linked Sites”) that are not owned or controlled by HowToPurchase. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party Linked Sites. In addition, we will not and cannot censor or edit the content of any third-party Linked Sites. By using the Service, you expressly relieve us from any and all liability arising from your use of any third-party Linked Sites.
4.9 You understand that HowToPurchase does not guarantee any confidentiality with respect to any Content you submit.
5 Your Content and Conduct
5.1 You are solely responsible for embedding the HowToPurchase application, and are solely responsible for the relationship and agreement between you and the owner and operator of any websites where you embed the application.
5.2 You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to embed the application on any 3rd Party websites or intranet sites where it is embedded.
5.3 You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to HowToPurchase all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these T&C’s.
5.4 You warrant that in making any purchasing decision: (a) you do not rely on any information provided by us (including via HowToPurchase); and (b) you have made your own independent enquiries and used your own skill and judgment.
5.5 You are solely responsible for where the application is embedded with your content. We have no control over, and assume no responsibility for, where the embedded code is placed and where the embeddable application is viewed.
5.6 You understand that no sensitive, confidential or commercial-in-confidence information should be entered as Content on the Service.
6 Your data
6.1 You are responsible for the content, accuracy and completeness of any data you enter into HowToPurchase.
6.2 We may copy, reproduce, use, store, communicate or adapt your data but only for the purposes of providing the HowToPurchase service (and any related or ancillary services).
6.3 We may, without liability, intercept, remove, alter or prevent access to any of your data: (a) that we reasonably believe is offensive, defamatory, breaches the right of any person, or contravenes these T&C’s; or (b) if directed by a regulator, government agency, law enforcement agency or court.
7 Intellectual Property Rights
7.1 All intellectual property rights in HowToPurchase is exclusively owned by us. You must not do anything which jeopardises or interferes with our ownership of such intellectual property rights.
8 Access and security
8.1 You must: (a) only access HowToPurchase administrator accounts using account details supplied and approved by us; (b) keep account details and passwords secure and confidential; (c) regularly change passwords and keep records of all passwords used and disclosed in accordance with good computer security practices; (d) keep your computer systems, network and internet connectivity secure in accordance with good computer security practices; and (e) if you become aware that account details or passwords have been comprised, without delay, notify us, change passwords and take any other security action we direct.
8.2 Further, you must: (a) only embed your HowToPurchase application on websites or intranet pages where you have the express permission of the website owner and administrator, and (b) if you become aware that your HowToPurchase application has been embedded on any website or intranet page without your permission, without delay, notify us, change passwords and take any other security action we direct.
9 Technical requirements
9.1 We may publish minimum technical requirements (Minimum Requirements) for the access and use of HowToPurchase and may revise these from time to time. You must ensure that your computer system, network and internet connectivity meet or exceed the minimum requirements.
9.3 You acknowledge that: (a) if the minimum requirements are not met, HowToPurchase may not operate to a satisfactory standard or at all; (b) the minimum requirements are designed to deliver only a basic level of system performance; and (c) access to, use of and performance of may be impaired or prevented by a variety of factors beyond our control, including, for example, defects in your computer systems or problems with internet connectivity.
10 Account Termination Policy
10.1 We will terminate a user's access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer.
10.2 We reserve the right to decide whether Content violates these T&C’s for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, misleading information or excessive length. We may at any time, without prior notice and at our sole discretion, remove such Content and/or terminate a user's account for submitting such material in violation of these Terms of Service.
11.1 To the maximum extent permitted by law: (a) we exclude all implied warranties, guarantees and representations of any kind; (b) we do not warrant or represent that HowToPurchase will operate continuously, free from faults, errors or interruptions; and (c) we are never liable to you and you release us from any claim for all loss, damage, costs, expenses or liability whatsoever and however caused. This includes but is not limited to loss of profits, opportunities, goodwill, anticipated savings or any indirect, special, economic or consequential loss or damage however caused (including by negligence).
11.2 Where legislation provides certain rights and remedies in respect of services we provide which cannot be lawfully excluded, our liability in respect of such rights and remedies is limited (where possible) to: (a) supplying the services again; or (b) paying the cost of having the services supplied again.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless us, our parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these T&C’s; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these T&C’s and your use of the Service.
13 Ability to Accept Terms of Service
13.1 You affirm that you are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these T&C’s, and to abide by and comply with these T&C’s.
13.2 You further affirm that you have all required permissions, approvals, and are a duly authorised representative of any organisations whose purchasing policies you claim to represent or enter as Content.
13.3 We provide these T&C’s with our Service so that you know what terms apply to your use. You acknowledge that we have given you a reasonable opportunity to review these T&C’s and that you have agreed to them.
14.1 These T&C’s constitutes the entire agreement and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
14.2 You must do everything reasonably required by us to give full effect to these T&C’s.
14.3 If any provision of the T&C’s is illegal or unenforceable it may be severed and the remaining provisions continue in force.
14.4 Our failure or delay in exercising a right, power or remedy does not operate as a waiver.
14.5 These T&C’s are governed by the law of Victoria, Australia.