Community Suite Terms of Use

Welcome

Welcome to IT Global's Terms of Use for its Community Suite. The Community Suite consists of an online portal, App and connector software for accessing the portal, which can be used by individuals as well as companies, partnerships, unincorporated associations, government agencies and other legal entities bodies.  The Community Suite has a range of functionality, and the functionality depends on what type of Inclood Member you are. For certain types of Inclood Members, the functionality includes a platform for enabling communications between Inclood Members and managing works, goods and services between Members. The Community Suite includes consumer accounts and enterprise accounts. Further details of the functionality are set out in IT Global's standard user manual titled "System Help Manual”, as updated from time to time to be found in the Help Menu of your online portal.

Overview of the Community Terms and Use

These Terms of Use are a legal agreement between you and IT GLOBAL PTY LTD (ABN 26 160 457 205) (IT GLOBAL) and its affiliated companies, including INCLOODME PTY LIMITED (ABN 26 631 887 459) of 1, 52 Whiting Street, Artarmon, NSW 2064, Australia.

IT Global also refers to its privacy policy which can be found at [insert URL] or attached to the hard copy form of these Terms of Use, as updated from time to time by IT Global (Privacy Policy) and its acceptable use and behavioural policies, which can be found at [insert URL] or attached to the hard copy form of these Terms of Use, as updated from time to time by IT Global (Acceptable Use Policy).  A reference to IT Global Terms in these Terms of Use refers to the Terms of Use, Privacy Policy and Acceptable Use Policy.

In these Terms of Use, "Portal" refers to the "Job Tracker" Online Portal or the "InClood" Online Portal (as the case may be) used by you, "App" refers to the "JTMobile" App or the "Inclood Me" App (as the case may be) used by you and "Connector" refers to the "JTConnect" software or the "InClood Connect" software (as the case may be) used by you, in each case as made available to you by IT Global. 

The "Job Tracker" Online Portal, "JTMobile" App and "JT Connector" are together known as the JT Community Suite.  The "InClood" Online Portal, "Inclood Me" App and the "InClood Connect" software are together known as the Inclood Community Suite. Each of the JT Community Suite and the Inclood Community Suite form a Community Suite. 

Use of either Community Suite, or any service provided by IT Global through it, is subject to these Terms of Use. 

By registering an account on or using the Portal, the App or the Connector, or (where applicable) executing this agreement, you will be deemed to have accepted and agreed to be bound by these Terms of Use as updated from time to time.  If you do not agree to these Terms of Use, or any changes to them, do not register an account on or use the Portal, the App or the Connector (as the case may be).  These Terms of Use supersede any prior agreements or arrangements with you concerning your use of the Community Suite.

These Terms of Use are not only an agreement between you and IT Global; some provisions create contractual rights and obligations between you and other Inclood Members.

1.                  Who do these Terms of Use apply to? 

1.1               The Terms of Use apply to any individual, company, partnership, unincorporated association, trust, government body or agency or other form of legal entity or body who has executed a hard copy of these Terms of Use or who has registered an account to use any part of the Community Suite, which has been accepted by IT Global or who uses any part of the Community Suite. Any such person is referred to as 'you' or 'your' in these Terms of Use.

1.2               If you are an individual registering for accessing or using the Portal, the App or the Connector (as the case may be) on behalf of a company, partnership, unincorporated association, trust, government body or agency or other form of legal entity or body you warrant that you have the authority of the other entity or body you represent to do so on its behalf and to legally bind it to these Terms of Use.  You must inform any entity or body you represent of these Terms of Use and its responsibilities under these Terms of Use.

1.3               You must comply with the provisions in these Terms of Use and you must comply with the Acceptable Use Policy.

1.4               You agree that IT Global may provide you with written notices relating to these Terms of Use or your account including by email to the address that you have registered with IT Global or by providing a message through or posting a message on the Community Suite.

1.5               The Community Suite includes functionality to post or submit a job or task to another Inclood Member and to manage that job or task and enables an Inclood Member to sell works, goods, services or other items. An Inclood Member is only entitled to use functionality for the sale or purchase of works, goods, services or other items to be supplied in Australia or any additional permitted countries from time to time by IT Global in its Acceptable Use Policy.

2.                  Categories of Inclood Members, Membership Plans, Membership Groups and important terminology.

2.1               In order to use any part of the Community Suite, you must have entered into an agreement with IT Global to use the Community Suite either by registering on the Community Suite and IT Global accepting your registration through the Community Suite or by you and IT Global executing a hard copy agreement to use the Community Suite. If you are entitled to use the Community Suite, you are known as an Inclood Member. You are known as an Inclood Member in the IT Global "Inclood Community".

2.2               An Inclood Member may be an individual, company, partnership, unincorporated association, trust, government body or agency or other form of legal entity or body. To use any part of the Community Suite each individual who is using the Community Suite must have registered himself of herself to use it. This includes where an individual is using the Community Suite on behalf of a company, partnership, unincorporated association, trust, government body or agency or other form of legal entity or body.

2.3               The level of access you have to functionality and services offered through the Community Suite will depend on the type of membership plan (Membership Plan) you have, and what groups you are part of (which are set out in further detail below).  An Inclood Member may change his, her or its membership from time to time either by registering for a new type of membership on the Community Suite and IT Global accepting your registration or by you and IT Global executing a hard copy agreement for a different form of membership to use the Community Suite.

2.4               In the IT Global Terms, IT Global uses certain words which have a particular meaning.

(a)                 Inclood or Inclooded means an Inclood Member agrees to communicate or share information with another Inclood Member under certain parameters, authorities and responsibilities agreed between them, by way of a Handshake.

(b)                 a Handshake is a request by an Inclood Member and acceptance by another Inclood Member through the Community Suite or any other form of agreement between one Inclooded Member and another.

(c)                 A Request is when a Personal Account Member or a Group Account Member or an Authorised Group Member on behalf of a Group Account Member (the Requestor) who is Inclooded with another Inclood Member, makes or has made a request to the other Inclood Member (the Respondent) requesting the Respondent to perform a single individual job or task.

(d)                 A Single Request Authority is the authority provided by the Requestor to the Respondent when a Request is accepted by the Respondent to share information and undertake the agreed job or task. Where the Respondent does not have the required Membership Plan to undertake the Request, then the Requestor will share with the Respondent the functionality of the Requestor's Membership Plan at no extra cost to the Respondent.

2.5               The rights and obligations of Inclood Members and the classification of Inclood Members are as follows.

(a)                 A Community Guest Member is an Inclood Member who has registered and has declared to be available to be “Inclooded” by other Inclooded Members or Membership Groups from time to time. This occurs by you placing your name in the phone book in the Community Suite and you may nominate who and when you are available to other Inclooded Members or Membership Groups. A Community Guest Member has access to limited functionality using the Community Suite and in particular may not post or submit a Request to another Inclood Member. However, a Community Guest Member may as a Respondent receive a Request from another Inclood Member (the Requestor) and a Community Guest Member may be a Respondent under a Single Request Authority. A Community Guest Member may also be authorised by a Group Account Member to be an Authorised Group Member of that Group Account Member. If you wish to use additional functionality through the Community Suite, you will need to become an Account Member. 

(b)                 An Account Member is an Inclood Member who has registered for an account which gives the Inclood Member a range of functionality and services broader than a Community Guest Member. An Account Member must pay fees to IT Global for use of the Community Suite.

(c)                 A Personal Account Member is an Account Member who is an individual who has registered for a Personal Account Plan as described in the Fee Schedule. If you are a Personal Account Member you must only use the Community Suite for your own personal use and not for any business, governmental or charitable purpose and you are not entitled to authorise any other individual to use the Community Suite on your behalf. This membership is called a Personal Account Membership.

(d)                 A Group Account Member is an Account Member, who either is:

(i)                  an individual who has registered for a Community Group Membership Plan as described in the Fee Schedule to use the Community Suite for personal use and not for any business, governmental or charitable purpose, and in which case you are known as a Community Group Account Member; or

(ii)                 an individual or legal entity or body, who has registered for an Enterprise Group Membership Plan as described in the Fee Schedule to use the Community Suite for its internal business, governmental or charitable purpose and in which case you are known as an Enterprise Group Account Member.

If you are a company, partnership, unincorporated association, trust, government body or agency or other form of legal entity or body, who wishes to be an Account Member, you must register as an Enterprise Group Account Member.  A Group Account Member is entitled to authorise individuals to access and use the Community Suite on the Group Account Member's behalf (such authorised individuals are called Authorised Group Members).

(e)                 An Authorised Group Member is an Inclood Member who has been authorised by a Group Account Member to access and use the Community Suite on behalf of the Group Account Member. By way of example, Authorised Group Members include employees or other representatives authorised by a company, partnership, unincorporated association, trust, government body or agency or other form of legal entity or body who is an Enterprise Group Account Member and includes an individual who has been appointed by another individual to use the Community Suite on his or her behalf.

(f)                  A Personal Account Member is entitled to hold a Personal Account Plan whilst being authorised by a Group Account Member as an Authorised Group Member for that Group Account Member. At the time of using the Community Suite to make a Request, the Inclood Member must through the Community Suite nominate, whether he or she is posting or submitting the Request in his or her capacity as a Personal Account Member or his or her capacity as an Authorised Group Member of a Group Account Member, and the relevant Group Account Member on whose behalf he or she is acting.

(g)                 A Group Account Member must ensure that all its Authorised Group Members comply with the IT Global Terms. A Group Account Member agrees it is responsible and liable for the acts and omissions (including negligence) of its Authorised Group Members relating to use of the Community Suite except, where the Authorised Group Member has, through use of the functionality of the Community Suite, selected that the relevant activity the Inclood Member is performing through the Community Suite is through another membership, whether his or her Personal Account Membership or as an Authorised Group Member of another Group Account Member. A Group Account Member must pay fees for the use of the Community Suite by it and its Authorised Group Members.

2.6               The classification of memberships groups (Membership Groups) are as follows.

(a)                 Inclood Community Group Membership means more than one Inclood Member agreeing to be Inclooded socially with parameters agreed between them for information sharing and communication between the Inclood Members. The group is known as an Inclood Community Group. Community Guest Members within an Inclood Community Group Membership have no authority to act on each other's behalf or to incur fees on each other's behalf. There are no fees payable to IT Global by a Community Guest Member for membership of an Inclood Community Group. An Inclood Community Group may be a social network such as group of friends, student study group, social group or sports club.

(b)                 Community Group Account Membership means where a Community Group Account Member has subscribed to a Community Group Account Membership Plan and where he or she has allowed other Inclood Members to be his or her Authorised Group Members and those other Inclood Members have agreed to be Authorised Group Members for the Community Group Account Member. The group is known as a Community Account Group. The members of the Community Account Group must only use the Community Suite for personal purposes and not for any business, governmental or charitable purpose.  An example of a Community Account Group are members of a family using the Community Suite for personal purposes.  A parent may be a Community Group Account Member and have family members as Authorised Group Members.

(c)                 Enterprise Group Account Membership means where an Enterprise Group Account Member has subscribed to an Enterprise Group Account Membership Plan and where he, she or it has allowed other Inclood Members to be his, her or its Authorised Group Members and those other Inclood Members have agreed to be Authorised Group Members for the Enterprise Group Account Member. The group is known as an Enterprise Account Group.  The members of the Enterprise Account Group must only use the Community Suite for the internal business, governmental or charitable purpose of the Enterprise Group Account Member.  An example of an Enterprise Account Group is a company using the Community Suite for its internal business purposes.

(d)                 A Group means the group of Inclood Members who are members of the same Inclood Community Group, Community Account Group or Enterprise Account Group, as relevant.

(e)                 A Group Authority means the parameters, authorities and responsibilities set by the Group Account Member for his, her or its Authorised Group Members.

2.7               The types of Membership Plans are as follows.

(a)                 Consumer Membership Plans - these are provided by IT Global for personal use, and not for business, governmental or charitable purposes. IT Global provides two types, the Personal Account Plan for a Personal Account Member and the Community Group Account Membership Plan for an Inclood Member who wishes to establish a Community Account Group.  Further details of the plan features are set out in the Fee Schedule.

(b)                 Enterprise Membership Plans - these are provided by IT Global for business, governmental or charitable purposes for an Inclood Member who wishes to establish an Enterprise Account Group. There are different types of Enterprise Membership Plans, Bronze, Silver and Gold and further details are set out in the Fee Schedule. The Bronze Enterprise Membership Plan entitles the Enterprise Group Account Member to use functionality of the Community Suite to supply works, goods or services through the Community Suite, but does not entitle the Enterprise Group Account Member to post or submit a Request to another Inclood Member. The Silver and Gold Enterprise Plans entitle the Enterprise Group Account Member to use functionality of the Community Suite to supply works, goods or services through the Community Suite and entitle the Enterprise Group Account Member to post or submit a Request to another Inclood Member.

2.8               IT Global may decide in its sole discretion whether to accept registrations to become any type of Inclood Member. Where a Group Account Member wishes an individual to be registered as an Authorised Group Member of that Group Account Member, IT Global may acting reasonably refuse to allow such an individual to use the Community Suite if IT Global considers the Authorised Group Member may not comply with the IT Global Terms.

2.9               Where you are an individual, you acknowledge that certain functionality within the Community Suite may not be available to you unless you are 18 years old or over and can provide evidence satisfactory to IT Global of your age.  You further acknowledge and agree that you may be asked to provide proof of identity to access or use certain functionality or services within the Community Suite, and you agree that you may be denied access to or use of that functionality or those services if you refuse to provide proof of identity acceptable to IT Global.   If you are under 18 years of age, you are only entitled to use the Community Suite as an Authorised Group Member of a Community Account Group or an Enterprise Account Group, with a Group Account Member who agrees to be responsible for all of your use of the Community Suite.

3.                  Use of the Community Suite

3.1               Subject to these Terms of Use, IT Global grants you a personal, non-exclusive and non-transferable right to use the Portal, the App and the Connector, or if you are a Group Account Member a non-exclusive and non-transferable right for you and your Authorised Group Members to use the Portal, the App and the Connector.

3.2               If you acquired the App from the Apple App Store, the licence to use the App is limited to use on a single device that you own or control as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions (which can be viewed at http://www.apple.com/legal/itunes/au/terms.html), or such greater number of devices as is provided for in those terms and conditions. If you acquired the App from other sources, the licence is limited to use on a single device.

3.3               You may only use the Community Suite for you own personal use, and not for any business, governmental or charitable purpose, unless you have an Enterprise Group Membership, in which case the Enterprise Group Account Member and its Authorised Group Members may use the Community Suite solely for the Enterprise Group Account Member's internal business purposes. You must not use a Personal Account Plan or a Community Group Account Membership Plan for a business, charitable or government or non-personal related activity.

3.4               You must not:

(a)                 use, operate, copy, distribute, sell, sublicense, rent or modify the Portal, the App or the Connector except as expressly permitted by these Terms of Use;

(b)                 reverse engineer, decompile, disassemble or otherwise create or attempt to create the source code of the underlying software for the Portal, the App or the Connector or access or use the Portal, App or Connector to develop a competitive product or service or copy the multi-directional membership model and IT Global's membership share controls methodology;

(c)                 operate or sublicense the Portal, the App or the Connector for the benefit of a third party, including as a service bureau, time share facility, outsourcing or otherwise, except as expressly permitted by these Terms of Use or link, frame or mirror any part of the Portal;

(d)                 authorise or facilitate access to the Portal, the App or the Connector by anyone other than an Authorised Group Member;

(e)                 remove, alter or add to any copyright notice or similar marking on the Portal, the App or the Connector;

(f)                  attempt unauthorised access to any part of the Community Suite or the accounts, computer systems or networks of others connected to the Community Suite, whether by password mining or other methods;

(g)                 use any code or device to direct persons away from the Community Suite to another webpage, scrape data from the Community Suite or use any code or device to retrieve, index, data mine or copy or circumvent the workings of the Community Suite or otherwise interfere with the use or operation of the Community Suite or any equipment of IT Global;

(h)                 use the Portal, the App or the Connector to store or disseminate material that is obscene, contains personal attacks on individuals, is defamatory, invasive of privacy, pornographic, vulgar, threatening, offensive, abusive, harassing, hateful, discriminatory or racially, ethnically or otherwise objectionable, or infringes the intellectual property rights of any other person, or to cause nuisance, annoyance, inconvenience or damage to any person or property;

(i)                  use the Community Suite for or in connection with works, goods, services or other items, which are not permitted by the Terms of Use, for sending unsolicited spam or transmitting or store Content which is misleading or deceptive;

(j)                  use the Community Suite in breach of the Acceptable Use Policy;

(k)                 represent or imply that you or your Third Party Content or Traded Supplies are endorsed by IT Global; or

(l)                  send or post harmful computer programs in connection with the Portal, the App or the Connector, such as a virus,

and you must comply with all laws relating to your use and your activities associated with use of the Community Suite including relating to any works, goods, services or other items, you may sell or purchase through the Community Suite or relating to intellectual property laws protecting copyright of works and criminal laws on prohibited content and hacking of websites. You must ensure that you have all necessary governmental or regulatory authorisations or licences required in connection with your sale or purchase of works, goods, services or other items through the Community Suite.  

3.5               You indemnify IT Global from and against any and all claims, demands, losses, damages, costs, expenses and other liabilities which IT Global may suffer from or incur connection with:

(a)                 your breach of clause 3.4; or

(b)                 any of your Member Data, your Traded Supplies or any demand or claim against us by another Inclood Member arising from your acts or omissions (including negligence), excluding claims, demands, losses, damages, costs, expenses and other liabilities arising from IT Global's breach of these Terms of Use, law, negligence, wilful misconduct or fraudulent act or omission.

3.6               IT Global will provide you with information to enable you to access the Community Suite (Certification Information).  You must keep the Certification Information confidential and secure and not to permit any unauthorised person to use the Certification Information to access the Portal.  IT Global is entitled to assume that all transactions and other usage using the Certification Information are undertaken by the persons to whom it provides that Certification Information (except for use after you have told IT Global the Certification Information has been compromised and we have suspended access through that Certification Information (which we shall action promptly)).

3.7               You are responsible for obtaining and maintaining the hardware, software, Internet, mobile and communications access required to access the Portal, the App or the Connector (including paying the associated fees and charges to third party providers for such products and services) and ensuring that you meet any minimum specifications published or supplied by IT Global from time to time. 

3.8               You acknowledge that the Connector has been designed to facilitate the use of the Community Suite only with certain third party software, which IT Global publishes on its website from time to time.  If you use the Community Suite in conjunction with any third party software, you are responsible for ensuring that you have the right to that third party software.  As third party software is subject to change through updates and the like, IT Global makes no warranties concerning the operation or performance of any third party software. You may be able to link to third party websites through the Community Suite. IT Global does not endorse, review, or control those third party websites and IT Global is not responsible for them or liable for loss or damage you may suffer when accessing them.

3.9               While IT Global takes reasonable steps to ensure that the Portal (and information stored through the App) is secure, no data transmission over the Internet and no IT product or service can be guaranteed as totally secure.  Accordingly, you acknowledge that IT Global cannot ensure the security of any information you transmit to or from, or store within, the Portal, the App or the Connector.  

4.                  IT Global's responsibilities and limitations to our responsibilities

4.1               IT Global will use its reasonable endeavours to provide the Community Suite materially in accordance with the IT Global User Manual.

4.2               IT Global will provide you with implementation, training, or consultancy services (Professional Services) as agreed between IT Global and you in writing from time to time under these Terms of Use and subject to the relevant fees. IT Global will also provide remote helpdesk services for receiving, responding to and assisting with queries you may have relating to the Community Site (Support Services), if you subscribe to them and subject to the relevant fees. IT Global will provide Professional Services and the Support Services with reasonable skill and care.

4.3               The Community Suite includes functionality for Inclood Members to buy and sell and manage works, goods, services, and other items (Traded Supplies). Inclood Members may only buy and sell works, goods, services or other items which comply with the Terms of Use and Acceptable Use Policy. At the time of registration, an Enterprise Group Member must specify in writing what Traded Supplies its wishes to use the Community Suite for and obtain written approval by IT Global and the Enterprise Group Member must only use the Community Suite for Traded Supplies, which IT Global has given prior written approval. If an Enterprise Group Member wishes to vary the Traded Supplies from those for which it has received prior written approval, the Enterprise Group Member must obtain further written approval from IT Global and comply with that approval.

4.4               If an Inclood Member buys or sells Traded Supplies using the Community Suite, the Inclood Member is entering into a separate agreement with another Inclood Member, not with IT Global. The terms of that agreement are not set out in these Terms of Use, but are as agreed between the relevant Inclood Members party to the agreement to buy or sell the Traded Supplies. 

4.5               By executing a hard copy of these Terms of Use or registering on line for an account to use any part of the Community Suite, you agree with other Inclood Members that if you use any part of the Community Suite, which enables a Requestor to submit a job, task or request to a Respondent or a Respondent to receive a job, task or request, that a Handshake creates a binding agreement between the Inclood Member and the other Inclood Member with whom the Handshake occurs (or where the Inclood Member is acting in the capacity of an Authorised Group Member, with the Group Account Member on whose behalf the Authorised Group Member is using the Community Suite), and the Inclood Member agrees with the other Inclood Member to comply with the binding agreement under the Handshake.

4.6               The Community Suite also enables Inclood Members and other third parties to send, share or access messages and other content provided by other Inclood Members and other third parties including advertising (Third Party Content). All information within the Community Library functionality of the Community Suite has not been provided by IT Global, but has been provided by Inclood Members and is Third Party Content. IT Global does not review or check the accuracy of Third Party Content and all Inclood Members use of information within the Community Library and other Third Party Content is at the Inclood Member's risk. Inclood Members by posting content to the Community Library are not creating a duty to care to other Inclood Members.

4.7               By providing the Community Suite and related services, you agree that IT Global is not itself providing, purchasing or managing the Traded Supplies or providing the Third Party Content and nor are Inclood Members, Traded Supplies and Third Party Content endorsed by IT Global. IT Global does not act as agent for any Inclood Member or third party including in connection with the purchase or sale of Traded Supplies.

4.8               To the maximum extent permitted by law, IT Global excludes responsibility and all liability to the Inclood Member under or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise, for the acts or omissions (including negligence) of any Inclood Member including in connection with the sale or purchase of Traded Supplies or use of, or reliance on Third Party Content.

5.                  Access to the Community Suite  and our rights to remove Third Party Content

5.1               Your access to the Portal depends on telecommunications and internet service providers and other external factors out of IT Global's control. IT Global must use its reasonable endeavours to make the Portal available for access through the Internet, but IT Global does not guarantee the availability of the Portal at all times or at any specific times. 

5.2               IT Global may temporarily suspend your use of the Portal, the App or the Connector:

(a)                 for the purpose of planned maintenance or upgrade notified to you in advance, or without notice if emergency maintenance is required; 

(b)                 if illegal use of the Portal, the App or the Connector occurs or is reasonably suspected;

(c)                 if IT Global reasonably considers that temporary suspension is necessary for the proper operation of the Portal;

(d)                 if you engage in any activity which interferes with or disables, overburdens, impairs or disrupts the Portal, or any servers or networks which are connected to the Portal, or your use of the Portal, the App or the Connector otherwise interferes with use of the Portal by other users; or

(e)                 if you are in breach of these Terms of Use (including the Acceptable Use Policy), until the breach is rectified.

5.3               IT Global may suspend or remove Third Party Content from the Community Suite if, acting reasonably, IT Global considers that the Third Party Content breaches or may breach the Terms of Use including if the Third Party Content relates to the sale of Traded Supplies in breach of the Terms of Use. IT Global will notify you as soon as reasonably practicable if IT Global removes your Third Party Content.

5.4               IT Global may also suspend the Community Suite or your use of the Community Site, to mitigate or prevent fraud, effects of viruses or other harmful code, security breaches or illegal activity in connection with the Community Site or loss, damage or misuse of the Community Suite.

5.5               Unless IT Global terminates your use of the Community Suite in accordance with these Terms of Use, IT Global will reinstate your use of the Community Suite, once the reason for suspension has been remedied or otherwise resolved. When exercising rights of suspension IT Global may suspend the entire use of the Community Suite or selected parts affected by your breach or other event giving rise to the right to suspend.

6.                  Ownership

6.1               IT Global and its licensors retain all right, title and interest, including intellectual property rights, in and to the Community Suite and content (other than Third Party Content provided by Inclood Members) provided by IT Global on or through the Community Use (including material used to provide the Community Suite such as underlying software applications and text, images, video, audio or other data, other than Member Data).  You do not acquire any right, title or interest in or to the Community Suite except as expressly provided for in these Terms of Use (although nothing in these Terms of Use excludes or limits the operation of subsection 47B(3), or sections 47C, 47D, 47E or 47F of the Copyright Act 1986 (Cth)).   

6.2               If you make suggestions to IT Global regarding changes to the Community Suite before or after the date of these Terms of Use, including new features or changes to functionality or performance, that IT Global adopts for the Community Suite, such changes are and will become the sole and exclusive property of, IT Global free from any obligation of confidentiality to you. You hereby assign ownership of all rights you have may have in regard to those changes free of any encumbrances or security interests to IT Global (and must procure the assignment of all such rights by your contractors and agents) and you must take all steps reasonably necessary to give effect to this provision.

6.3               You acknowledge that you do not obtain any licence to use any trademarks, service marks, service or trade names, logos, or other designations of IT Global or any it’s related companies under these Terms of Use, and that "JOB TRACKER", "JT MOBILE", "INCLOOD", "INCLOODME", "INCLOOD COMMUNITY", "INCLOOD CONNECT" AND "SCATTER" are trademarks of Inclood Pty Ltd.  

7.                  Payment

7.1               The fees which apply to use of the Portal, the App and the Connector and associated services (Fees) are set out in or calculated in accordance with the fee schedule found at [insert URL] or, where these Terms of Use have been signed in hardcopy form, in the fee schedule set out in the Annexure to these Terms of Use (the Fee Schedule) as updated from time to time in accordance with these Terms of Use.  You will pay IT Global the applicable Fees for your use of the Community Suite and any use of the Community Suite by your Authorised Group Members and associated services, unless the Authorised Group Member has through use the functionality of the Community Suite selected that the relevant activity is being performed through another membership. Depending on the payment method you select, additional payment terms and conditions may also apply.

7.2               You will pay all amounts due to IT Global in relation to your use of the Community Suite and associated services by means of the payment method selected by you when registering for your account or as otherwise agreed in writing with IT Global (including where this agreement is executed in hard copy form in the Annexure) and by the due date for payment. 

7.3               If the payment method designated for your account is expired, invalid or otherwise not able to be charged when due (except where due to IT Global's breach of these Terms of Use or failures of IT Global's payment systems to function correctly), you must pay the fees by other means.   

7.4               If you are an Account Member and you have purchased a pre-paid plan, your rights to use the Community Suite, and where you are a Group Account Member those of your Authorised Group Members, will automatically be suspended when your usage of the Community Suite and related services has reduced your account to zero.

7.5               In other circumstances, if you do not make payment by the due date and you fail to remedy the non-payment within 7 days of a notice to you requesting you to remedy the non-payment, IT Global may immediately suspend your access to the Community Suite until such time as the outstanding fees are paid. IT Global will notify you before or after such suspension.  If you do not make payment by the due date and you fail to remedy the non-payment within 14 days of a notice to you requesting you to remedy the non-payment, IT Global may terminate these Terms of Use.

7.6               The Fees are exclusive of any taxes and you will pay to IT Global any GST, excise, import, export, value added or similar tax, tariff or duty imposed on IT Global in connection with its supply of the Community Suite or services.

8.                  Verification

IT Global has the right to monitor use of the Portal, the App and the Connector to verify that they are being used in accordance with these Terms of Use. 

9.                  Member Data

9.1               Data and content provided by or on behalf of you to IT Global in connection with the use of the Community Suite or which is otherwise generated, compiled, arranged or developed by or on behalf of you using the Community Suite (Member Data) as between IT Global and you, is owned by you.

9.2               If a Member is an Authorised Group Member, as between IT Global and you, IT Global considers that Member Data belongs to the Group Account Member, unless the Member Data is stored in an Inclood Member's personal online storage space as a Personal Account Member, in which case it belongs to the Personal Account Member.

9.3               By executing a hard copy of these Terms of Use or registering an account to use any part of the Community Suite, you agree with other Inclood Members that if you use any part of the Community Suite that enables a Requestor to submit a job or task to a Respondent or a Respondent to receive a job or task that:

(a)                 if you are a Requestor, and you give access to a Respondent to Member Data relating to a job or task, then the Respondent is entitled to use and retain a copy of that Member Data for the job or task and for the Respondent's legitimate record-keeping purposes; and

(b)                 if you are a Respondent, and you create Member Data relating to a job or task, then the Requestor is entitled to use and retain a copy of that Member Data for the job or task and for the Requestor's legitimate record-keeping purposes.  

9.4               You grant IT Global (and its related companies) a non-exclusive, worldwide, royalty free licence to use (with a right to grant sub-licences) your Member Data in connection with the provision of the Community Suite to you and any services IT Global is required to perform for you and, where and to the extent you elect to do so (including through the use of features or functionality within the Community Suite), with others (for example to third parties you nominate, as part of a community resource available to participating Inclood Members or, where the functionality of the Portal permits you to restrict access to specific persons and you do so, to those Inclood Members). 

9.5               If you submit or post content on areas of the Community Suite that are accessible by the public or in community space or rooms or other community groupings which are not limited to your Inclooded Members or Authorised Group Members, you grant IT Global (and its related companies) an irrevocable, perpetual, transferable, worldwide, royalty-free, non-exclusive licence (with a right to grant sub-licences) to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Member Data on the Community Suite and to use it in connection with the promotion of the Community Suite and IT Global and its related companies.

9.6               You represent and warrant to IT Global that: (a) you or your licensors own all right, title, and interest in and to your Member Data; (b) you have all rights in your Member Data necessary to grant the rights contemplated by these Terms of Use; and (c) none of your Member Data, your and your Authorised Group Member's use of your Member Data (and our use of your Member Data in accordance with these Terms of Use) will infringe the rights of any third person.  You indemnify IT Global from and against any and all claims, demands, losses, damages, costs, expenses and other liabilities which IT Global may suffer or incur connection with a breach of this warranty.

9.7               Where Member Data is in the possession or control of IT Global, IT Global will:

(a)                 take reasonable steps to maintain the security of Member Data, unless you have submitted or posted Member Data that is accessible by the public or in chat rooms or other community groupings which are not limited to your Inclooded Members or Authorised Group Members; 

(b)                 comply with clause 10 to the extent the data is confidential; and

(c)                 comply with the Privacy Act 1988 (Cth) in relation to personal information in the Member Data.

However, you acknowledge that IT Global cannot guarantee the security of Member Data and agrees that without limiting IT Global's obligation to takes reasonable steps to ensure that the Portal (and information stored through the App) is secure you access and use the Portal, the App and the Connector at your own risk

9.8               IT Global may access, use and analyse Member Data used with the Community Suite for the purposes of research and development or providing statistical benchmarking or trend analysis for use by IT Global (and its related companies) you and any other persons.  You will provide IT Global with reasonable assistance to enable IT Global to access the Member Data for this purpose, including by responding to any formal request from IT Global for access to Member Data.  IT Global will de-identify Member Data prior to disclosing any information based on it to another person (other than any of its related companies, or any of IT Global's or its related companies' contractors or agents used to undertake the research and development or provide the statistical benchmarking or trend analysis for IT Global).    

9.9               You acknowledge that you are responsible for properly configuring and using the Community Suite and otherwise taking appropriate action to secure, protect and backup your accounts and your Member Data in a manner that will provide appropriate security and protection, which might include use of encryption to protect your Member Data from unauthorised access and routinely archiving your Member Data.

9.10             IT Global will retain Member Data in the possession or control of IT Global which is retained in your account for 30 days after termination or expiry of these Terms of Use.  On your written request, IT Global will make the Member Data which is retained in your account available for export by you.  After the expiry of that 30 day period, IT Global may delete Member Data and it will not be possible to recover Member Data after that time.  IT Global may retain Member Data, where another Inclood Member is entitled to use a copy of that Member Data or which IT Global is required to retain by law, a court order or at the request of a government agency or regulator. IT Global's obligations to retain or allow export of your Member Data, does not apply to any copy of Member Data which you have sent to another Member or is accessible by the public or in the community space or rooms or other community groupings which is not limited to your Authorised Group Members.  If a Member is an Authorised Group Member, as between IT Global and you, IT Global considers that Member Data belongs to the Group Account Member, unless the Member Data is stored in the Authorised Group Member's personal online storage space as a Personal Account Member, in which case it belongs to the Personal Account Member.

10.               Confidentiality

10.1             IT Global and you will not disclose your Confidential Information directly or indirectly to any third party, subject to clause 10.3.

10.2             Each of IT Global and you will only use and allow the other party's Confidential Information to be used for the performance of its obligations and the exercise of its rights under these Terms of Use.

10.3             IT Global and you may disclose your Confidential Information:

(a)                 to IT Global Personnel professional advisors or auditors on a 'need to know' basis who are subject to duties of confidentiality;

(b)                 with your written consent; or

(c)                 if required by law or the rules of any stock exchange.

10.4             IT Global and you will take reasonable steps to protect the security of each other's Confidential Information.

10.5             In these terms, the Confidential Information of a party means information of or relating to that party which:

(a)                 by its nature is confidential;

(b)                 is designated by that party to be confidential; or

(c)                 the receiving party knows or ought to know is confidential,

but does not include information:

(d)                 which at the time of first disclosure to the receiving party is in the public domain;

(e)                 which after disclosure to the receiving party comes into the public domain otherwise than by disclosure in breach of the terms of this clause;

(f)                  which the receiving party can prove was in its possession at the time of first disclosure to it by the discloser and was not acquired directly or indirectly from the discloser; or

(g)                 which the receiving party received from a third party, provided that as far as the receiving party is aware (without the need for enquiry) it was not received directly or indirectly from the discloser in breach of an obligation of confidence owed by the third party to another person.

11.               Liability

11.1             Subject to clause 11.2, to the extent permitted by law, IT Global expressly excludes all express representations, warranties, conditions or other terms which are not contained in these Terms of Use and expressly excludes all implied representations, warranties, conditions or other terms relating to these Terms of Use or its subject matter including any implied representations, warranties, conditions or other terms of merchantable quality, acceptable quality, fitness for a particular purpose or non-infringement of intellectual property rights. IT Global expressly excludes representations, warranties, conditions or other terms that the Community Suite will operate uninterrupted, be free from defects or viruses or meet your requirements.

11.2             Nothing in these Terms of Use excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation that cannot lawfully be excluded or limited, including under the Competition and Consumer Act 2010 or other applicable laws (Non-Excludable Provision). 

11.3             To the maximum extent permitted by applicable law, IT Global's liability for any failure to comply with a Non-Excludable Provision is limited to (at IT Global's option): (a) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and (b) in the case of services, the supply of the services again or the payment of the cost of having the services supplied again. This clause 11.3 does not apply to any goods or services provided by IT Global under these Terms of Use, which are of a kind ordinarily acquired for personal, domestic, household use or consumption (if any).

11.4             Subject to clause 11.2, in no event will IT Global be liable to you under or in connection with these Terms of Use, whether in contract, tort (including negligence) or otherwise for any other person for any lost profits, lost revenue, lost savings, lost production, lost data, lost goodwill or reputation, or punitive, indirect or consequential loss or damage, even if IT Global has been advised of the possibility of such loss or damage.

11.5             If a party is prevented from or delayed in performing any of its obligations under this Agreement by a Force Majeure Event then the relevant obligations under these Terms of Use will be suspended for as long as the Force Majeure Event continues to the extent that the party is prevented or delayed from performing them. This clause does not apply to your payment obligations. A Force Majeure Event is a cause or event beyond a person's reasonable control including acts of God, strikes, lockouts, riots, acts of war, epidemics, Internet and other communication line failures, power failures, denial of service attacks and similar malicious attacks.

11.6             Subject to clause 11.2, the aggregate and cumulative liability of IT Global to you under or in connection with these Terms of Use, whether in contract, tort (including negligence) or otherwise which is not excluded by the preceding clauses is limited to the greater of the total Fees paid by you to IT Global under these Terms of Use in the 12 months preceding the first incident out of which the liability arose or AUD $100.

12.               Acknowledgements

12.1             The parties acknowledge and agree that these Terms or Use are concluded between you and IT Global only, and not with Apple or Google (each an "App Store Provider"), and that the App Store Provider is not responsible for any part of the Community Suite or any content within them.

12.2             Where you have downloaded any part of the Community Suite through the Apple App Store, the licence granted under these Terms of Use is a non-transferable license to use the part of the Community Suite downloaded on any Apple-branded products that you own or control and as permitted by these Terms of Use, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

12.3             IT Global is solely responsible for providing any maintenance and support services with respect to the Community Suite, as specified in these Terms of Use or as required under applicable law. IT Global and you acknowledge that no App Store Provider has any obligation whatsoever to furnish any maintenance and support services with respect to any part of the Community Suite.

12.4             IT Global is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed under these Terms of Use. Where you have downloaded any part of the Community Suite through the Apple App Store, in the event of any failure of the part of the Community Suite downloaded to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the part of the Community Suite downloaded to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to any part of the Community Suite, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be IT Global's sole responsibility.

12.5             The parties acknowledge that IT Global, not the App Store Provider, is responsible for addressing any claims by you or any third party relating to the Community Suite or the possession and/or use of the Community Suite, including, but not limited to: (i) product liability claims; (ii) any claim that the Community Suite fails to conform to any applicable legal or regulatory requirement; and (iii) where you have downloaded any part of the Community Suite through the Apple App Store, claims arising under consumer protection or similar legislation.  

12.6             The parties acknowledge that in the event of any third party claim that the Community Suite or your possession or use of the Community Suite infringes that third party’s intellectual property rights, IT Global, not the App Store Provider, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

12.7             You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

12.8             You must comply with all the terms of all applicable third party agreements when using Community Suite (for example your mobile telephony contract and internet services agreements).

12.9             The parties acknowledge and agree that the App Store Provider and its subsidiaries are third party beneficiaries of these Terms of Use, and that, upon your acceptance of these Terms of Use, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

13.               Additional Terms and Changes to Community Suite, Terms, Fees and Policies

13.1             Some optional functionality and services, IT Global makes available from time to time through the Community Suite may be subject to specific additional terms and conditions (Additional Terms).

13.2             Before using that optional functionality or services, you will need to accept the Additional Services through the Community Suite or by executing a hard copy agreement. If you do not agree to the Additional Terms you must not access or use the optional functionality or services, and if you do, you are deemed to have accepted and agreed to be bound by the Additional Terms. Additional Terms for optional functionality or services are incorporated into and form part of these Terms of Use.

13.3             You acknowledge and agree that IT Global may make changes to the Community Suite including enhancements and removing functionality from time to time. IT Global will inform you of any material changes by notifying you which may be by displaying details whenever you gain access to the Portal, the App or the Connector before the change or discontinuation takes effect.  If the change is to your detriment and removes material functionality without replacing it with functionality which performs a substantially similar function, we will notify you 30 days before the change takes effect. These Terms of Use continue to apply in all respects to functions or other aspects of the Community Suite that are changed or added at any time.

13.4             Except as otherwise stated in any Additional Terms which may apply, IT Global may amend these Terms of Use, the Fee Schedule or the Acceptable Use Policy from time to time.   

13.5             IT Global will give you not less than 30 days prior written notice prior to the commencement of the amendment, unless we are making the change to comply with law or the amendment is not detrimental to you, in which case IT Global will use its reasonable endeavours to provide you with prior written notice.

13.6             If:

(a)                 a change to the Community Suite is to your detriment and removes material functionality which you are using without replacing it with functionality which performs a substantially similar function; or

(b)                 if the amendment to these Terms of Use, the Fee Schedule or the Acceptable Use Policy is detrimental to you, and is not required by IT Global to comply with law,

and you do not wish to continue with the Terms of Use, you are entitled to terminate these Terms of Use on written notice to us, provided you notify us prior to the commencement of the change to the Community Suite or amendment to the Terms of Use, the Fee Schedule or Acceptable Use Policy.  If you terminate under this clause and if you are a Personal Account Member or Group Account Member, you are entitled to request, and on your request IT Global will pay you, a refund in the following circumstances. If you have a Prepaid Bundle Account: an amount equal to your outstanding balance plus an amount for any Inclood Storage Fees, Professional Services Fees or Support Fees (if any), which have been deducted from your account as "payment" in advance for a particular period of time that has not expired, calculated pro rata. If you have a Commercial Bundled Account: an amount for any Inclood Storage Fees, Professional Services Fees or Support Fees (if any), which have been prepaid by you in advance for a particular period of time that has not expired, calculated pro rata.  This clause does not affect your additional rights to terminate your account for convenience. 

14.               Termination

14.1             IT Global may terminate your membership and right to use the Community Suite immediately by notice to you if you commit a material breach of these Terms of Use, which is not capable of remedy or if you commit any breach capable of being remedied, and you fail to remedy that breach within 14 days after IT Global giving you notice requiring you to do so.

14.2             You may terminate your membership and right to use the Community Suite immediately by notice to IT Global if IT Global commits a material breach of these Terms of Use, which is not capable of remedy or if you commit any breach capable of being remedied, and IT Global fails to remedy that breach within 14 days after receiving notice requiring it to do so.

14.3             Either party may terminate the agreement between them under these Terms of Use immediately by notice to the other if the other party: resolves to be wound up or dissolved; has a controller, receiver, receiver/manager or administrator appointed to it, or over all or part of its business or assets; has a liquidator or a provisional liquidator or bankruptcy trustee appointed to it; is insolvent or unable to pay its debts when they fall due; is bankrupt or commits any act of bankruptcy; or anything analogous, or having substantially similar effect, to the occurrence of these events in relation to a party.

14.4             IT Global may terminate your use of the Community Suite and associated services at any time for convenience on not less than 30 days' prior written notice and IT Global will pay you a refund if you are a Personal Account Member or Group Account Member in the following circumstances. If you have a Prepaid Bundle Account: an amount equal to your outstanding balance plus an amount for any Inclood Storage Fees, Professional Services Fees or Support Fees (if any), which have been deducted from your account as "payment" in advance for a particular period of time that has not expired, calculated pro rata. If you have a Commercial Bundled Account: an amount for any Inclood Storage Fees, Professional Services Fees or Support Fees (if any), which have been prepaid by you in advance for a particular period of time that has not expired, calculated pro rata. If you are an Enterprise Group Account Member, IT Global is not entitled to terminate your use of the Community Suite and associated services under this clause, unless the effective date of termination is at least 12 months after the date you first enter into the Terms of Use with IT Global.

14.5             You may terminate your use of the Community Suite at any time for convenience at any time by closing your account by using the close account functionality, unless you are a Personal Account Member or Group Account Member, in which case you may terminate your account on not less than 30 days' prior written notice. If you terminate for convenience you are not entitled to any refund of prepaid fees.

14.6             Upon termination or expiry of these Terms of Use, you must stop using the Community Suite.

14.7             Expiry or termination of these Terms of Use will not affect any rights or liabilities you or IT Global have accrued up to that time. Clauses of these Terms of Use which are expressed or implied to survive expiry or termination (including indemnities you provide IT Global, your responsibility for your past use of the Community Suite, and each party's obligations relating to confidentiality and privacy) will not be affected by, and will survive, expiration or termination of these Terms of Use.  Expiry or termination of these Terms of Use will not affect any of your obligations to an Inclood Member under an agreement reached between you and that other Inclood Member.

15.               Privacy

You agree that IT Global may collect and handle personal information about you (if you are an individual) and your Authorised Group Members in accordance with IT Global's Privacy Policy. This Privacy Policy explains how IT Global collects, use, disclose and hold your 'personal information' (that is, information or an opinion about you, whether true or not, which identifies you or from which your identity is reasonably identifiable) and how to contact us if you have any queries about our management of your personal information.  This Privacy Policy also contains information about how IT Global may access you personal information, seek correction of your personal information and make complaints if you think we have breached any privacy laws and how we will deal with such complaints.    

16.               Questions?

If you have any questions, complaints or claims regarding the Portal, the App or the Connector please direct them to IT Global through one of the following:

by phone:  [1300 IT GLOBAL]

by email:   [info@itglobal-systems.com]

by post:    1, 52 Whiting Street, Artarmon, NSW 2064, Australia

17.               General

17.1             You may not assign, transfer or otherwise deal with the rights under these Terms of Use without prior written consent from IT Global.

17.2             These Terms of Use is governed by and construed in accordance with the law of Victoria and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria and courts of appeal from them. 

17.3             If any provision of these Terms of Use is held unenforceable or illegal for any reason, the agreement will remain otherwise in full force apart from the provision which will be deemed deleted.

17.4             No right under these Terms of Use will be deemed to be waived except by notice in writing signed by the relevant party.

[The text below this line is for the hardcopy agreement only]

Executed as an agreement on [                               ] (date to be inserted).

Each authorised signatory executing these Terms of Use warrants that he is authorised to execute it on behalf of the relevant party.

 

Signed for and on behalf of the person identified in Schedule 1 by its authorised signatory in the presence of:

 

 

 

 

 

 

 

Signature of witness

 

 

Signature of authorised signatory

 

 

 

 

Full name of witness

 

 

Full name of authorised signatory

 

 

Signed for and on behalf of IT Global Pty Ltd by its authorised signatory in the presence of:

 

 

 

 

 

 

 

Signature of witness

 

 

Signature of authorised signatory

 

 

 

 

Full name of witness

 

 

Full name of authorised signatory


 

Annexure

1. Inclood Member Details

Name/Company Name

[Complete]

Address

[Complete]

ABN

[Complete]

Member Type

[Complete]

 

2.  Fees and Payment

Note: fee details are current at the date of signing but subject to change in accordance with clause 13 of these Terms of Use.

Payment Terms: [specify payment terms if different to batch invoicing, or otherwise say "invoices are rendered as per the Terms of Use".]

Fees:

[Fee and Payment]

3. Privacy Policy

Note: policy current at the date of signing but subject to change in accordance with clause 13 of these Terms of Use.

 [Privacy Policy]

4. Acceptable Use Policy

Note: policy current at the date of signing but subject to change in accordance with clause 13 of these Terms of Use.

[Insert Acceptable Use Policy current at signing]


Note: This Community Suite Terms of Use was last updated on 28 February 2019.