WEBSITE TERMS AND CONDITIONS
(a) These terms and conditions (Terms) apply when you access or use the website operated by BORANIC PTY LTD ABN 25 701 987 279 at boranic.com (Website).
(b) By accessing or using the Website after being given reasonable notice of these Terms, you agree to be bound by them, and these Terms form a binding agreement between you and BORANIC PTY LTD (we, us or our).
(c) If you do not agree to these Terms, you must not use the Website.
(d) These Terms apply to use of the Website generally. If you create an Account, purchase a subscription or access or use our software-as-a-service supply chain and compliance platform (Platform), your use of the Platform and the services, functionality and features made available through it (Services) is also governed by our B2B Supply Platform Terms & Conditions.
(e) We may update these Terms from time to time where reasonably necessary to reflect changes to the Website, our business practices or applicable law. We will publish the updated Terms on the Website and, if a change is materially detrimental to users, give reasonable advance notice on the Website; the updated Terms will apply prospectively from the date specified in that notice and will not affect rights or liabilities accrued before that date.
2 ACCESS AND USE OF THE WEBSITE
(a) You may access and use the Website for legitimate purposes connected with learning about, evaluating or engaging with our business, Platform and Services.
(b) You must use the Website in accordance with these Terms and applicable laws.
(c) If you access or use the Website on behalf of a business or other organisation, you must take reasonable steps to ensure that any personnel, contractors or other persons you authorise to use the Website on its behalf comply with these Terms.
(d) Access to the Website is provided on an as-available basis. We may modify, suspend or discontinue any part of the Website where reasonably necessary for maintenance, security, operational or legal reasons, or for a material change to our business, and will give reasonable notice where practicable if the change is likely to materially adversely affect users.
3 YOUR OBLIGATIONS
You must not:
(a) copy, reproduce, adapt, modify, distribute, publish, sell, license, reverse engineer, decompile or otherwise exploit any part of the Website or its underlying technology except as expressly permitted by these Terms or applicable law;
(b) use the Website for any unlawful, fraudulent, misleading or deceptive purpose or in a manner that facilitates unlawful or fraudulent activity;
(c) interfere with, disrupt, damage or impose an unreasonable burden on the Website or any server, network, system or infrastructure used to provide it;
(d) use automated scripts, bots, crawlers, scrapers or other automated tools to access, extract data from or interact with the Website except where expressly authorised by us;
(e) introduce, upload or transmit any virus, malware, malicious code or other material designed to damage, interfere with or obtain unauthorised access to any system, network, data or device;
(f) access or attempt to access any account, data, system, functionality or part of the Website that you are not authorised to access;
(g) scan, probe or test the Website or related systems for vulnerabilities without our prior written consent;
(h) circumvent or attempt to circumvent any security, authentication or access-control measure used in connection with the Website;
(i) impersonate another person or falsely represent your identity, authority, affiliation or relationship with another person or organisation;
(j) use the Website in a way that infringes another person’s intellectual property rights, privacy rights, confidentiality rights or other legal rights; or
(k) instigate, participate in or facilitate a denial-of-service attack or other activity intended to impair the availability, security or operation of the Website.
4 INFORMATION AND MATERIALS YOU SUBMIT
(a) If the Website allows you to submit an enquiry, form, message, document or other information or material to us, you must ensure that:
(i) the information or material is accurate and not misleading to the extent reasonably necessary for the purpose for which it is submitted;
(ii) you are authorised to provide the information or material to us;
(iii) the information or material does not infringe the Intellectual Property Rights, privacy rights, confidentiality rights or other legal rights of another person;
(iv) the information or material does not contain anything unlawful, defamatory, malicious, fraudulent or otherwise prohibited by these Terms; and
(v) the information or material does not contain viruses, malware, malicious code or anything designed to interfere with the Website or any related system.
(b) You retain ownership of any Intellectual Property Rights you hold in information or materials submitted through the Website.
(c) You grant us a non-exclusive, royalty-free licence, for only so long as reasonably necessary, to use, copy, store, reproduce and process information and materials you submit solely to the extent reasonably necessary to:
(i) respond to your enquiry or request;
(ii) provide information, products or services requested by you;
(iii) administer our relationship with you;
(iv) operate, secure and maintain the Website; and
(v) comply with applicable law.
(d) Any personal information you submit through the Website will be handled in accordance with our Privacy Policy.
5 INFORMATION ON THE WEBSITE
(b) We take reasonable care in preparing and maintaining Website content, but we do not guarantee that all information on the Website will at all times be complete, accurate, current, error-free or suitable for your particular circumstances.
(c) You acknowledge that:
(i) the Website may contain errors, omissions, defects or outdated information;
(ii) the Website may be unavailable, interrupted or operate with reduced functionality from time to time;
(iii) communications submitted through the Website may be delayed, incomplete or fail to be received;
(iv) information transmitted through the Website may be subject to security risks inherent in electronic communications; and
(v) information made available on the Website should not be relied on as legal, regulatory, compliance, financial or other professional advice.
(d) You are responsible for making your own enquiries and obtaining appropriate professional advice before relying on information on the Website for business, legal, regulatory, compliance or other decisions.
(e) We may update, modify, remove or replace Website content or functionality from time to time, including information about the Platform, Services, subscription options, features and pricing, but a Website change will not retrospectively alter the price or material terms of a subscription already purchased except as permitted under the applicable B2B Supply Platform Terms & Conditions and applicable law.
(f) Information about subscriptions, features or pricing displayed on the Website is subject to the applicable B2B Supply Platform Terms & Conditions and any applicable schedule or subscription information presented when you purchase the relevant Services.
6 INTELLECTUAL PROPERTY
(a) We own, or have rights to use, the Website and all text, graphics, logos, designs, icons, images, photographs, audio, video, software, code, documentation and other materials made available through the Website (Website Content).
(b) All Intellectual Property Rights in the Website and Website Content remain owned by us or the relevant third-party rights holder.
(c) We grant you a limited, non-exclusive and non-transferable licence to access and use the Website and Website Content for legitimate personal or internal business purposes connected with evaluating or engaging with our business, Platform or Services; we may revoke that licence if you materially breach these Terms or where reasonably necessary to protect the Website, our rights or other persons, or to comply with applicable law.
(d) Except as expressly permitted by these Terms or applicable law, you must not:
(i) copy, reproduce, republish, distribute, transmit, sell, license or commercially exploit the Website or Website Content;
(ii) modify, adapt, translate or create derivative works from the Website or Website Content;
(iii) remove or alter any copyright, trade mark or other proprietary notice appearing on the Website; or
(iv) use our name, trade marks, logos or branding without our prior written consent.
(e) Nothing in these Terms transfers ownership of any Intellectual Property Rights to you.
(f) Intellectual Property Rights means all present and future rights in relation to copyright, trade marks, designs, patents, circuit layouts, inventions, trade secrets, confidential information, business names, domain names, know-how and other proprietary rights, whether registered or unregistered, and all rights to apply for or obtain registration of those rights anywhere in the world.
7 LINKS TO OTHER WEBSITES
(a) The Website may contain links to websites, platforms, services or resources operated by third parties.
(b) You acknowledge that:
(i) we do not control third-party websites, services or resources;
(ii) a link to a third-party website does not of itself constitute our endorsement, approval or recommendation of that third party or its products or services;
(iii) third-party websites and services may be subject to their own terms, privacy policies and other conditions; and
(iv) you are responsible for reviewing the terms and policies that apply before using a third-party website or service.
(c) To the extent permitted by law, we are not responsible for the content, availability, security or practices of third-party websites or services that are outside our reasonable control.
8 SECURITY
(a) We take reasonable steps to maintain the security and integrity of the Website, but no website, network or electronic transmission can be guaranteed to be completely secure or free from viruses, malware or other harmful components.
(b) You are responsible for taking reasonable precautions when accessing or using the Website, including maintaining appropriate security protection on your devices, systems and networks.
(c) To the extent permitted by law, we are not responsible for loss or damage arising from viruses, malware, malicious code, unauthorised interference or other security risks affecting your devices or systems where the relevant matter is outside our reasonable control.
(d) Nothing in this clause limits any obligation or liability that cannot lawfully be excluded or limited.
9 REPORTING MISUSE
(a) If you become aware of any misuse of the Website, suspected security vulnerability, unlawful activity, error in Website Content or difficulty accessing or using the Website, please contact us using the contact details or contact form made available on the Website.
(b) When reporting an issue, please provide sufficient information to allow us to understand and, where appropriate, investigate the matter.
(c) We may take reasonable steps in response to a report, including investigating the issue, restricting access, removing affected content or taking other action reasonably necessary to protect the Website, our systems, users or other persons.
10 RESTRICTION OF WEBSITE ACCESS
(a) We may restrict or block your access to the Website where we reasonably consider this necessary to:
(i) address or prevent a material breach of these Terms;
(ii) protect the security, integrity or operation of the Website or our systems;
(iii) prevent unlawful, fraudulent or abusive activity;
(iv) protect us, our customers, users or another person from material harm; or
(v) comply with applicable law or a requirement of a competent authority.
(b) Where reasonably practicable, we will limit any restriction to the extent and duration necessary to address the relevant issue and will give you notice of the restriction and the general reasons for it unless doing so would prejudice security, an investigation or compliance with law.
(c) Restriction of access to the Website under this clause does not of itself terminate or alter any separate subscription or agreement relating to the Platform or Services. Any suspension or termination of the Platform or Services will be governed by the applicable B2B Supply Platform Terms & Conditions.
11 PRIVACY
(a) We handle personal information in accordance with our Privacy Policy, which is available at [insert Privacy Policy link].
(b) Our use of cookies and similar technologies is described in our Cookies Policy, which is available at [insert Cookies Policy link].
(c) If you provide personal information to us through the Website, including through an enquiry form or other communication, that information will be handled in accordance with our Privacy Policy.
12 LIABILITY
(a) Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified, including any applicable rights under the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth).
(b) Subject to those rights and to the maximum extent permitted by law, we do not guarantee that:
(i) the Website or Website Content will always be available, uninterrupted, secure or error-free;
(ii) the Website Content will always be complete, accurate, current or suitable for your particular purposes; or
(iii) third-party websites, services or resources linked from the Website will be available, secure, accurate or suitable for your purposes.
(c) To the maximum extent permitted by law, we are not liable for any indirect, incidental, special or consequential loss or damage, or for loss of profit, revenue, business opportunity, anticipated savings, goodwill or data, arising out of or in connection with your use of, or inability to use, the Website or Website Content, except to the extent the loss was directly caused by our fraud, wilful misconduct or negligence.
(d) To the maximum extent permitted by law, we are not responsible for loss arising from:
(i) your reliance on Website Content without making appropriate enquiries or obtaining relevant professional advice;
(ii) acts or omissions of third parties or third-party websites or services that are outside our reasonable control;
(iii) your use of the Website in breach of these Terms or applicable law; or
(iv) security incidents, transmission failures, interruptions or technical issues outside our reasonable control.
(e) Where you access or use the Platform or purchase Services from us, liability arising in connection with the Platform or Services is governed by the applicable B2B Supply Platform Terms & Conditions rather than this clause.
13 GENERAL
13.1 GOVERNING LAW AND JURISDICTION
These Terms are governed by the laws applying in [insert State or Territory], Australia. Each party submits to the exclusive jurisdiction of the courts of [insert State or Territory], Australia and courts entitled to hear appeals from those courts in respect of any proceedings arising out of or in connection with these Terms.
13.2 WAIVER
A failure or delay by a party to exercise a right or remedy under these Terms does not operate as a waiver of that right or remedy. A waiver is only effective if it is in writing and given by the party granting the waiver.
13.3 SEVERANCE
If any provision of these Terms is wholly or partly void, illegal or unenforceable, it will first be read down to the minimum extent necessary to make it valid and enforceable and, if that is not possible, severed to the minimum extent necessary, without affecting the remaining provisions.
13.4 ENTIRE AGREEMENT
(a) These Terms constitute the entire agreement between you and us in relation to your general access to and use of the Website and supersede any prior discussions, representations, arrangements or understandings relating to that subject matter.
(b) These Terms do not replace or override any separate agreement governing your use of the Platform or purchase of Services, including the B2B Supply Platform Terms & Conditions.
(c) Nothing in this clause excludes liability for fraud or fraudulent misrepresentation or limits any right or remedy that cannot lawfully be excluded.
13.5 INTERPRETATION
Unless the context requires otherwise:
(a) words in the singular include the plural and vice versa;
(b) words indicating a gender include every gender;
(c) if a word or phrase is defined, other grammatical forms of that word or phrase have corresponding meanings;
(d) a reference to a person includes an individual, sole trader, corporation, partnership, trust, association, joint venture, government body or other entity;
(e) a reference to a party includes that party’s successors and permitted assigns;
(f) a reference to these Terms means these Website Terms and Conditions as updated from time to time in accordance with these Terms;
(g) a reference to a document includes that document as amended, supplemented or replaced from time to time in accordance with its terms and applicable law;
(h) headings are for convenience only and do not affect interpretation;
(i) the words “include”, “includes” and “including” are not words of limitation;
(j) a reference to legislation includes any amendment, replacement or re-enactment of that legislation and any subordinate legislation made under it;
(k) a reference to writing includes email and other forms of electronic communication capable of being reproduced in written form;
(l) a reference to $ or dollars is to Australian dollars unless otherwise stated; and
(m) no provision of these Terms will be interpreted adversely to a party solely because that party prepared or proposed that provision.