1.1 In these terms and conditions, "we", "us" and "our" means Telstra eBusiness Services Pty Limited and "you" and "your" means you, being (as applicable) the broker or representative of the broker, authorised by us to use our web pages and website ("Website"). These terms and conditions apply to your use of the Website and the service described in clause 2 ("Service"). By using the Website and Service, you agree to be bound by these terms and conditions. We may change these terms and conditions from time to time by updating this posting. The changed terms take effect when posted.
2.1 The Website provides a service to help you electronically submit a quote to multiple insurers ("Insurers") on behalf of your clients ("Clients") for certain insurance products, as well as a facility to help you and Insurers communicate in relation to those insurance products.
2.2 You acknowledge and agree that the Service is a facility to assist you and Insurers to communicate. To the maximum extent allowed by law, we have no liability in connection with your relationship or dealings with Insurers or Clients. It is your responsibility to agree terms with any Insurer or Client in relation to your use of the Service, including in relation to when messages will be taken to be received and in respect of when any insurance policies will be taken to be formed.
2.3 We have told you the fees you must pay us for using the Website and Service ("Fees") and the applicable Fee terms (including invoicing and payment timing). We can change the Fees and Fee terms on at least 30 days' notice (including by updating these terms and conditions). If you do not accept that change, you must tell us in writing before the end of that 30 day period, after which you must stop using the Website and Service.
3.1 For you to access the Website or use the Service, we may need you to register with us or you may have already registered with us. If we ask you to register with us:
(a). you must give us accurate and complete registration information and promptly update us if that information changes;
(b). you must safeguard any user name and password that is provided to you to access the Service and you must not allow anyone else to use your user name or password;
(c). without limiting clause 3.1(b), you authorise us to assume that any person using the Website or Service with your user name and/or password is either you or is authorised to act for you;
(d). you must tell us straight away of any unauthorised use of your user name and/or password or any breach of security of which you know of and you must immediately change your password and take any other action that we ask you;
(e). you may cancel your registration at any time by telling us in writing at least 30 days in advance; and
(f). we can discontinue or cancel your registration in our sole discretion without telling you if you do not visit the Website or use the Service for an extended period of time, if you breach any of these terms and conditions or any applicable law or if we think that your conduct impacts on the functioning of the Services, our name or reputation or violates our rights, or those of another party.
4.1 You acknowledge that the Website, the Service and all related content are subject to copyright and other intellectual property rights ("Intellectual Property Rights"). We give you a limited, non-transferable licence to access and use the Website and the Service but only to allow you to make use of the Service as contemplated in these terms and conditions.
4.2 We (or our licensors) retain all right, title, and interest in and to the Website, the Service and all related content, and nothing you do on or in relation to the Website, the Service or any of the related content will transfer any Intellectual Property Rights to you or licence you to exercise any Intellectual Property Rights (except for the licence in clause 4.1) unless this is expressly stated.
4.3 Except as provided in these terms and conditions, permission to reprint or electronically reproduce the Website, the Service or any related content in whole or in part for any other purpose is expressly prohibited, unless agreed by us in writing and in advance.
4.4 Subject to applicable law, we may revoke the permission in clauses 4.1 and 4.3 at any time and may suspend or deny, in our sole discretion, your access to all or any portion of the Website or the Service without notice.
5.1 The Website and the Service may contain material or content uploaded, posted, emailed or otherwise transmitted ("Posted") by users of the Website, including you ("User Content"). We may: access or examine any User Content; and at our discretion, move, remove or disable access to User Content which we think, in our sole opinion, breaches any law or is otherwise unacceptable.
5.2 You agree that we may remove any User Content Posted by you at our sole discretion and that we have no responsibility or liability for the deletion or failure to store any communications or content Posted on the Website or through the Service.
5.3 If you use the Website or the Service, you are solely responsible for any User Content Posted by you. In using the Website or Service, you must not: violate any applicable laws; impersonate any person; stalk, harass or otherwise harm others; distribute viruses, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software; collect or store personal data about other users of the Website or the Service; or do anything else that inhibits any other person from using or enjoying the Website or the Service.
5.4 You must not Post any User Content that: infringes the Intellectual Property Rights of any one or that you do not have the right to Post; is unlawful, harmful, threatening, abusive, misleading, invasive of another's privacy, harassing, defamatory, derogatory, slanderous, vulgar, obscene, hateful, racist, embarrassing or otherwise objectionable to any other person or entity; contains any unsanctioned advertising, promotional materials, or any other forms of unsanctioned solicitation, including junk mail, spam, chain letters, or any unsolicited mass distribution of email; contains a marketing survey, contest, or pyramid scheme; or contains an improper question.
6.1 You represent and warrant that:
(a). all User Content that you Post is true and accurate;
(b). you will not use the Website or the Service for any purpose that is unlawful or prohibited by these terms and conditions; and
(c). all User Content Posted by you is either owned by you or you have the necessary permission to Post that User Content and our use of such User Content does not infringe or violate the Intellectual Property Rights or any other rights of anyone else. You licence us to use, modify, adapt, publish, display, sublicense, create derivative works from and incorporate in other works any User Content Posted by you, at any time in the future in any form and for any purpose and warrant that you have the right to grant this licence.
6.2 You agree to defend, indemnify and hold harmless us, our officers, directors, employees, agents, subcontractors, licensors, and suppliers, from and against all claims, actions, demands, liabilities and settlements, including reasonable legal and accounting fees, arising in connection with your use of the Website or the Service or resulting from, or alleged to result from, your use of the Website or the Services, a breach of your representations and warranties in clause 6, your violation of any of these terms and conditions or any claim brought by an Insurer or Client.
7.1 You use the Website and Service at your risk. You must evaluate and bear all risks associated with the use of any material or content, including reliance on the accuracy, completeness or usefulness of any material or content. In particular:
(a). we endeavour to provide a convenient and functional Website and Service, but we do not guarantee that your requirements will be met or that any content or the use of the Service will be uninterrupted or error free or that the Website or Service or the server that operates them are free of viruses or other harmful components; and
(b). while we may attempt to keep information on the Website or the Service current and accurate, we do not make any warranties or representations about the currency and accuracy of any information on the Website or the Service.
7.2 If your use of the Website or the Service results in the need for additional equipment or services, servicing or replacing property, material, equipment or data, then you are responsible for such costs.
7.3 Without limiting the above provisions, to the extent permitted by law, everything on the Website and in relation to the Service is provided to you "as is" and "as available" without warranty or condition of any kind, either expressed or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We exclude all representations and warranties to the full extent permissible under applicable law.
7.4 We have not reviewed all of the sites linked to the Website and are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Website (including sites linked through advertisements). The inclusion of any link does not imply that we endorse the linked site, and you use the links at your own risk. Your correspondence or dealings with, or participation in promotions of, advertisers on the Website are solely between you and such advertisers.
7.5 You acknowledge that we may, in our sole discretion and without notice, vary, modify or discontinue, temporarily or permanently, any or all of the Website or the Service and you agree that we are not liable to you or any third party for such variation, modification or discontinuance.
8.1 To the maximum extent permitted by law, we have no liability to you, whether for breach of these terms and conditions, in tort (including negligence), in equity or for any other common law or statutory cause of action arising in relation to these terms, the Website, the Service or any related content.
8.2 To the maximum extent permitted by law, we are not liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss to the foregoing resulting from your access to, or use of, or inability to use the Website, the Service or any content, whether based on warranty, contract, tort (including negligence), in equity or any other legal theory, and whether or not we know of the possibility of such damage.
8.3 Our liability for breach of any implied warranty or condition which cannot be excluded is limited at our option to: in the case of goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the payment of the cost of replacing the goods or acquiring equivalent goods; or the payment of the cost of having the goods repaired; and in the case of services: the supply of the services again; or the payment of the cost of having services supplied again.
8.4 Subject to our obligations under any implied conditions and warranties referred to in clause 8.3, our maximum aggregate liability for all claims under or relating to these terms and conditions or their subject matter, whether in contract, tort (including negligence), in equity, under statute, under an indemnity or on any other basis, is limited to an amount equivalent to the Fees we receive from you in the first 6 months after the date you first use the Website or Service. In calculating our aggregate liability under this clause, the parties must include any amounts paid or the value of any goods or services replaced, repaired or supplied by us for a breach of the implied conditions and warranties referred to in clause 8.3.
9.1 In using the Website and the Service, you may give us personal information in which you have certain rights. By using the Website, you grant us consent to use your personal information in accordance with our privacy policy (www.sunriseexchange.com/privacy.html) and you acknowledge that our privacy policy forms part of these terms and conditions. Please click on this link to view our privacy policy.
10.1 Capitalised terms used in this clause 10 have the same meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), unless the context otherwise requires.
10.2 If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration such that the party making the supply receives and retains a net sum equal to the sum it would have received had the payment not been subject to GST. This clause does not apply to the extent that the Consideration for the Taxable Supply is expressly stated to be GST inclusive.
10.3 Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability.
10.4 The GST Amount is payable at the same time and in the same way in which all or any part of the Consideration for the Taxable Supply is required to be provided under this Agreement.
10.5 At the same time as the GST Amount is paid a Tax Invoice shall be provided by the party making the Taxable Supply to the party providing the Consideration for that Taxable Supply.
10.6 If for any reason (including the occurrence of an Adjustment Event) the amount of GST payable on a Taxable Supply (taking into account any Decreasing or Increasing Adjustment in relation to the supply) varies from the amount payable or paid by the party providing the Consideration for that Taxable Supply:
(a). (the party making the Taxable Supply must provide a refund or credit to the party providing the Consideration for that Taxable Supply, as appropriate;
(b). the refund, credit or further amount (as the case may be) will be calculated by the party making the Taxable Supply in accordance with the GST Law; and
(c). the party making the Taxable Supply or the party providing the Consideration for the Taxable Supply must pay the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable.
the party making the Taxable Supply or the party providing the Consideration for the Taxable Supply must pay the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable.10.7 At the same time as the GST Amount is paid a Tax Invoice shall be provided by the party making the Taxable Supply to the party providing the Consideration for that Taxable Supply.
11.1 If any part of these terms and conditions is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.
11.2 These terms and conditions are governed by the laws of New South Wales, Australia, and you irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
11.3 These terms and conditions constitute the entire agreement between us and you in relation to the Website and your use of the Services and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between us and you in relation to the Website and the Services.
11.4 Your use of the Service is conducted electronically and you agree that we may communicate with you electronically for all aspects of your use of the Service, including sending you electronic notices.
11.5 The provisions of these terms and conditions which by their nature survive termination or expiry of these terms and conditions will survive cancellation of your registration or termination or expiry of these terms and conditions.
11.6 In these terms and conditions, the words "including", "such as", "for example" and similar phrases are not words of limitation.
Once you have read the above terms and conditions, please indicate your understanding and acceptance by clicking on the "I ACCEPT" button below. If you do not agree to the above terms and conditions, please click on the "I DO NOT ACCEPT" button below. You must accept the above terms and conditions if you wish to access our Website or Service.
