Terms & Conditions of Service
1. Services Offered
Datacentric (referred hereinafter as “Datacentric”, "our", "we" and/or "us") offers the customer (also referred hereinafter as "Customer", "you", "your" and/or “users”) who agree to the following terms and conditions of service (hereinafter the "Terms and Conditions") the ability to schedule vehicle bookings using Car Booking Management System (referred hereinafter as the "Service", “AutoCentral”, “CBMS”, “System”), hosted and maintained by Datacentric. To use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device.
At the beginning of every contract term, Datacentric will send out via email and/or by post, an invoice for that period. The customer can choose to pay either by monthly instalments or by an annual instalment (a discount may apply if payment is made by an annual instalment). All payments are to be made in advance of use of the service period covered. Rates may be changed at any time and you will receive notification prior to the change. The first payment will be due upon execution of these Terms and Conditions. Thereafter, payment will be due not later than the first day of the contract term billing period for the subsequent term of Service. Interest shall accrue on any unpaid fees at the rate of 1.5% per month until paid in full. Customer agrees to pay all legal and collection fees arising from Datacentric’s efforts to collect any past due amounts from Customer.
- Continuous Service Membership. Subscription membership in the Service is on a continuous service basis. This means that you will be automatically renewed and an invoice will be issued based on the subscription payment plan in accordance with the contract term.
- Cancellations. You may cancel your AutoCentral account at any time. NO REFUNDS OR CREDITS: Upon cancellation or termination of the Service, you will not receive a refund for any charges or fees associated with the Service.
- Free Trial Accounts. Free trial accounts are not subject to membership fee billing and invoicing. No membership fee payments are required for free trial accounts for the entire duration of the trial period.
3. Term & Termination
The Terms and Conditions shall continue in full force and effect for a period of one year from the date you originally accept them and shall be automatically renewed on each anniversary thereof for an additional term of one year. The Terms and Conditions may be terminated as follows:
- 1. Either party may terminate the Terms and Conditions at any time and for any reason upon not less than 45 days notice of termination to the other party, and
- 2. In the event of any termination pursuant to this Section 3, Datacentric’s obligation to provide the Service to you will cease.
- 3. In the case of voluntary account termination, you agree to pay past-due invoice amounts and early contract termination fees (if applicable) should the service contract period not be fulfilled.
4. Acceptance of Terms
You can review the most recent version of the Terms and Conditions at any time at http://www.autocentral.com.au/business/terms.asp. In addition, you will be subject to any guidelines or rules we may post from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms and Conditions. Should you breach this Agreement, Datacentric will revoke your license to use the Service and suspend your right of access. In such a case, no portion of your membership payment will be refunded. Should Datacentric decide to suspend the Service for any reason other than breach, it will refund to you the unused portion of your membership payment, which will be your sole and exclusive remedy upon such a suspension of Service.
6. User Accounts, Passwords and Security
The Customer and/or the Customer’s Users are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to:
- immediately notify Datacentric of any unauthorised use of your password or account or any other breach of security, and
- ensure that you exit from your account at the end of each session.
Datacentric cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 6 or from any loss or damage arising from the actions of any third party.
Subject to the Terms and Conditions, Datacentric grants you a non-exclusive and non-transferable license to access the Services over your computer or computers. Datacentric is the owner of any and all information, data, text, software, messages and other materials (collectively, “Content”) within the Service, including, without limitation, the URL assigned to your business.
8. Restrictions on Use of Services
Except as expressly permitted, you may not reproduce, disclose, redistribute, retransmit, publish, sublicense, assign, transfer or commercially exploit any of the Services or any other content that you receive, directly or indirectly, through the Services to anyone without prior written approval from Datacentric. You may not use or permit anyone to use the information provided through the Services for any unlawful or unauthorised purpose.
9. Modifications to Service
Datacentric reserves the right at any time and from time to
time to modify or discontinue, temporarily, the Service (or any
part thereof) with or without notice. Datacentric will do its
best to announce modifications at least 24 hours ahead of time
to the customer. Datacentric reserves the right to perform
emergency modifications without prior notification, should it be
deemed necessary to protect and maintain the security and
integrity of the Service.
You agree that Datacentric shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Any use of Datacentric applications, systems and system resources that disrupts the normal use of the system for other Datacentric customers and users is considered to be abuse of system resources and is grounds for administrative intervention. Some examples of abuse include but are not limited to running load tests and denial of service attacks against http://www.autocentral.com.au/
11. User Account Suspension
The Customer and/or the Customer's Users agree that Datacentric, at its sole discretion, may suspend your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, that may in any way disrupt the Service including, without limitation, for lack of use or if Datacentric believes that you have violated or acted inconsistently with the Terms and Conditions. Datacentric may also at its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any suspension of your access to the Service under any provision of the Terms and Conditions may be effected without prior notice, and acknowledge and agree that Datacentric may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Datacentric shall not be liable to you or any third-party for any suspension of your access to the Service.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1. YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE DISTRIBUTED ON AN "AS IS" BASIS AND "AS AVAILABLE" BASIS AND THERE MAY BE DELAYS, OMISSIONS, ERRORS OR INACCURACIES IN SUCH INFORMATION AND DATA. THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THE TERMS AND CONDITIONS. YOU WILL BEAR ANY AND ALL LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICES OR INABILITY TO USE THE SERVICES OR OUT OF ANY BREACH OF ANY WARRANTY
2. NONE OF DATACENTRIC, ANY LICENSOR, EMPLOYEE, AFFILIATE OR AGENT OF DATACENTRIC OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EACH, A "PROVIDING PARTY") WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR MAKES ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES OR FROM ANY INVESTMENT DECISION MADE USING THE DATA, INFORMATION, OR TRANSACTIONS PROVIDED BY THE SERVICES.
13. DISCLAIMER OF LIABILITIES
NO PROVIDING PARTY (A) GUARANTEES THE ACCURACY, SEQUENCE, COMPLETENESS, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF THE INFORMATION OR DATA MADE AVAILABLE THROUGH THE SERVICES OR BY ANY OTHER FORCE MAJEURE OR ANY OTHER CAUSE BEYOND THEIR REASONABLE CONTROL, (B) WILL BE LIABLE TO YOU OR TO ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY ITS NEGLIGENCE OR OMISSION IN PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING, OR DELIVERING, ANY INFORMATION OR DATA THROUGH SERVICES, (C) WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION OR ACTION TAKEN BY YOU IN RELIANCE UPON WHICH SUCH INFORMATION OR DATA OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, DAMAGES RESULTING FROM INCONVENIENCES, OR LOSS OF USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (D) WILL BE LIABLE TO YOU FOR THE ACCURACY OF THE INFORMATION PROVIDED THROUGH THE SERVICE, EVEN IF THE PROVIDING PARTY WAS NEGLIGENT IN PREPARING SAID INFORMATION, OR FOR DELAYS OR OMISSIONS THEREIN NOR FOR ANY LOST PROFITS, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
14. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 12 AND 13 MAY NOT APPLY TO YOU.
To the maximum extent permitted by law, You agree, at your own expense, to indemnify, defend and hold harmless any Providing Party, against any claim, suit, action, or other proceeding brought against any Providing Party by a third party to the extent that such claim, suit, action, or other proceeding is based on or arises in connection with your use of the Services. You agree to pay any and all costs, damages, and expenses, including without limitation, reasonable attorney’s fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to such claim. This clause survives termination or expiration of this Agreement.
16. Protection of Terms and Services
The provisions of the Terms and Conditions are for the benefit of each Providing Party. Each Providing Party shall have the right to assert and enforce the provisions of the Terms and Conditions directly on their own behalf.
Neither the course of conduct between Datacentric and you nor trade practices shall act to modify the provisions of the Terms and Conditions
18. General Provisions
The Terms and Conditions constitute the entire agreement between you and Datacentric and govern your use of the Service, superseding any prior agreements between you and Datacentric. The Terms and Conditions and the relationship between you and Datacentric shall be governed by the laws of the State of South Australia that apply as if this contract was made and performed entirely within such state. The failure of Datacentric to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. Any notice or other communication provided for hereunder shall be deemed to have been duly given when delivered, but only if the sender obtains reasonable proof of such delivery. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms and Conditions must be filed within one year after such claim or cause of action arose or be forever barred.