Terms and Conditions

These terms and conditions are the contract between you and My Specter Pty Ltd (“us”, “we”, “My Specter”etc). By visiting or using Our Website, or signing up for our Services, you agree to be bound by them.

We are My Specter Pty Ltd, a company registered in Australia number ACN 621 346 585 (“Company”)

You are: Anyone who uses Our Website, buys Services from us or posts content (“Customer”)

Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website and stop using the site or the Services immediately.

These are the agreed terms

1.Definitions

“Content” - means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: plans, drawings, location information, photo’s, text, images, installation guides, specifications, manuals, It includes content Posted by you.

"Intellectual Property" - means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.

“Our Website” - means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us. It includes all web pages controlled by us. It includes the My Specter web application system and database

"Post" - means place on or into Our Website any Content or material of any sort by any means.

“Services” - means all of the services available from Our Website, whether free or charged.

“Visitor” - means anyone who visits Our Website.

“Customer” - Means any person or entity using services on Our Website

2.Interpretation

In this agreement unless the context otherwise requires:

a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.
in the context of permission, “may not” in connection with an action of yours, means “must not”.
the headings to the paragraphs and schedules to this agreement are inserted for convenience only and do not affect the interpretation.
any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.
a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
these terms and conditions apply to all supply of Services by us. They prevail over any terms proposed by you.
this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3.Basis of Contract

In entering into this contract, you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.
Subject to these terms and conditions, we agree to provide to you some or all of the Services described on Our Website at the prescribed prices
You acknowledge that you understand exactly what is included in the Services and you are satisfied that the Services are suitable and satisfactory for your requirements.
So far as we allow use of our Intellectual Property, we grant a licence to you, limited to the terms set out in this agreement.
Our contract with you and licence to you last one year from the registration date. Any continuation by you after the expiry is a new contract under the terms then posted on Our Website. Your continued use of our Services after that shall be deemed acceptance by you of the changed Service, system and/or terms.
This contract between the company and the customer comes into existence when you register with us.
We may change this agreement and / or the way we provide the Services, at any time. If we do:
1. the change will take effect when we Post it on Our Website. We will give you notice of the change posted on our website “updates” page, and if you make any payment for Services or goods in the future, you will do so under the terms Posted on Our Website at that time.

4.Your company and personal information

When you visit Our Website, you accept responsibility for any action done by any person using your name, account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
You agree that you have provided accurate, up to date, and complete information about yourself and the company. We are not responsible for any error made as a result of such information being inaccurate.
You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your account.

5.Fees

The prices payable for Services are clearly set out on Our Website.
The price charged for any Services may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
Prices are inclusive of any applicable goods and services tax or other sales tax applicable in Australia.
Fees may vary from time to time with updated prices being posted on Our Website. We will also advise you by email of the price changes and effective dates. Any price change will have immediate effect and applicable to the payable invoice to the customer
Customers may receive a 30 day trial period with limited features available free of charge. This may be cancelled or not offered at any time and at the company’s sole discretion. The company may extend a trial period in writing to the customer at their sole discretion
Custom fee quotations may be offered by the company to the customer in writing varying the service and/or price.
Multiple user accounts may be grouped together for a custom package for billing purposes.
The company may, at its sole discretion, offer discounts or promotional rates on published fee’s based on bulk users, extended subscription period, or other reasons.

6.Renewal payments

At least 7 days before expiry of the period for which you have paid, we shall send you a message to your email address to tell you that your licence to use the Services is shortly to expire and to invite you to renew. An invoice for the new period will be included.
At any time before expiry of your subscription, you may use the advise My Specter a change of account required or cancelation required.
At expiry of your My Specter subscription we shall automatically take payment from your credit card of the sum specified on the invoice sent earlier and shall confirm the renewal of your My Specter subscription for a further period
If you are using EFT transfer, you must remain in advance payment for your subscription to remain active. If not your account will be deactivated

7.How we handle your Content

Our privacy policy is strong and precise. It complies fully with current law.
If you Post Content to any public area of Our Website it becomes available in the public domains.
By submitting Content, you grant My Specter a worldwide, non-exclusive, royalty-free, transferable right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Any such use of your Content shall be without any compensation paid to you. You represent and warrant that you are authorised to grant all such rights.
You agree to waive your right to be identified as the author and your right to object to derogatory treatment of your work as provided in the Copyright Act 1968.
You now irrevocably authorise us to publish feedback, comments and ratings about your activity through Our Website, even though it may be defamatory or critical.
You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;
You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
We do not solicit ideas or text for improvement of our Service, but if you do send to us material of any sort, you are deemed to have granted to us a licence to use it in the terms set out above.
You are solely responsible for maintaining backups of your Content outside the Service, and My Specter will have no liability whatsoever to you arising out of or in connection with any loss, compromise, or corruption of any data you may submit, receive, transmit, or store through the Service. Once you cease payment of fees, you will no longer have access to retrieve or obtain any of your Content.
You agree that My Specter may reference the user’s company as a customer of My Specter, subject to Customer’s trademark and logo usage guidelines.

8.Restrictions on what you may Post to Our Website

We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content.

We invite you to Post Content to Our Website in several ways and for different purposes. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law. These provisions apply to all users of Our Website.

You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:

be unlawful, or tend to incite another person to commit a crime;
be obscene, offensive, threatening, violent, malicious or defamatory;
be sexually explicit or pornographic;
be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
request or collect passwords or other personal information from another user without his permission, nor Post any unnecessary personal information about yourself;
be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose, or collecting information with the intention of passing it to a third party for his commercial use;
facilitate the provision of unauthorised copies of another person's copyright work;

9.Removal of offensive Content

For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.

10.Security of Our Website

If you violate Our Website we shall take legal action against you. You now agree that you will not, and will not allow any other person to:

modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser
download any part of Our Website, without our express written consent;
collect or use any product listings, descriptions, or prices;
collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
share with a third party any login credentials to Our Website;
Despite the above terms, we now grant a licence to you to:
1. create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.

11.Uploading to our servers

You must not upload to, or store on our servers any material or Content which you are not permitted by this agreement to Post to Our Website.
You may not share, let or sub-license space on the servers (except as an authorised re-seller).
You may not upload to any shared server, any of the following pages, namely those:
1. pages with banners, graphics or CGI scripts running from their domain being used on other domains. (e.g., hot-linking, image-sucking, load-spreading);
2. pages with very large graphic archives or galleries;
3. pages offering download archives or large media distribution (>5GB), such as .zip, .tar, .sit, .ra, .avi, .mov, .asf and .GZ;

12.Termination

This agreement may be terminated:

By the company for convenience at any time without notice
The customer must give us [30] days notice in writing by e-mail to support@myspecter.com.au If your cancellation is to be effective, you must give us full information to enable us to identify:
1. who you are and;
2. that you have proper authority to cancel and;
3. the Services you wish to cancel.
when we terminate it, without notice, on account of your failure to comply with these terms.
immediately by either party if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).
Any termination of this agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled.
Termination by either party shall have the following effects:
1. your right to use the Services immediately ceases;
2. we are under no obligation to forward any unread or unsent messages to you or any third party;
In the event of such termination by us, we will within 30 days refund to you the balance of your cost outstanding for any Service, pro rata with time not elapsed;
There shall be no re-imbursement or credit if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement.

13.Interruption to Services

If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.
You acknowledge that the Services may also be interrupted for many reasons beyond our control.
You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.

14.Intellectual Property

You agree that at all times you will:

not to cause or permit anything which may damage or endanger our title to the Intellectual Property.
notify us of any suspected infringement of the Intellectual Property;
indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by us in writing;
not use any name or mark similar to or capable of being confused with any name or mark of ours;
so far as concerns software provided or made accessible by us to you, you will not:
1. copy, or make any change to any part of its code;
2. use it in any way not anticipated by this agreement;
3. give access to it to any other person than you, the licensee in this agreement;
4. in any way provide any information about it to any other person or generally.
not use the Intellectual Property except directly in our interest.

15.Bandwidth and data storage

You agree that bandwidth and storage requirement shall not exceed the amount ordered by you.
If your bandwidth and storage requirement exceeds the contractually ordered amount we may in our discretion:
1. charge the price currently charged by us for the additional usage you have used, such charges to be paid within 30 days of the invoice date or
2. if in our opinion your usage puts at risk the continued Services provision to other customers, we may limit the Services we provide to what we have agreed in our contract with you. We may not be able to give you notice of this.
We maintain reasonable procedures for general backup of data for our own purposes but we give no warranty that your data will be saved or backed up in any particular circumstances unless we have made specific contractual arrangements with you in writing.

16.Disclaimers and limitation of liability

The law differs from one country to another. This paragraph applies so far as the applicable law allows.
All implied conditions, warranties and terms are excluded from this agreement.
The My Specter Website and My Specter Services are provided “as is”. We make no representation or warranty that the Service will be:
1. useful to you;
2. of satisfactory quality;
3. fit for a particular purpose;
4. available or accessible, without interruption, or without error;
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 12.
Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website.
We accept no responsibility for:
1. malfunction in any hardware provided by you;
2. malfunction in any software provided by you;
3. malfunction in any software provided by us
4. any firewall provision not specified in the Services;
5. delivery of material or privacy of any transmission;
If You suffer loss or damage as a result of My Specter's negligence or failure to comply with these Terms, any claim by You against My Specter arising from My Specter's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
Notwithstanding anything else in this Agreement, neither party will be liable to the other party for any indirect, consequential, special or economic loss, cost, liability, damage or expense howsoever arising; and/or loss of profit, loss of use, loss of income, loss of rental or other benefit, loss of production, loss of actual or potential business opportunity or loss of reputation, cost of capital or other financing costs howsoever arising.
This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
Nothing in this agreement excludes liability for a party's fraud.

17.You indemnify us

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

your failure to comply with the law of any country;
your breach of this agreement;
any act, neglect or default by any agent, employee, licensee or customer of yours;
a contractual claim arising from your use of the Services
a breach of the intellectual property rights of any person;

For the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable

18.Credit Information

The Customer acknowledges and agrees that if My Specter requires financial information about the Customer for any credit application which attracts the operation of the Privacy Act 1988 (Cth), My Specter may:
1. Disclose and collect commercial credit information about the Customer (and if the Customer is a company, about its directors and officers) for the purpose of determining the Customer’s credit worthiness;
2. obtain a credit report from a credit reporting agency (which may contain personal credit information, information about commercial activities or commercial worthiness) for the purpose of assessing an application for credit and any later request for credit;
3. provide to, or obtain from any credit provider(s) named in a credit report information about the Customer’s personal or commercial credit arrangements (including information relating to credit worthiness, credit standing, credit history and credit capacity); and
4. disclose personal information about the Customer to a credit provider other than My Specter or to a credit reporting agency, for the purpose of collecting outstanding amounts owed by the Customer to My Specter.
My Specter’s obligations under this Agreement are subject to satisfactory credit evaluation. My Specter reserves the right to withdraw any quotation, cancel the services, and terminate this Agreement should the Customer's credit evaluation be or become unsatisfactory.

19.Miscellaneous matters

You undertake to provide to us your current land address, e-mail address, telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
My Specter may assign, novate, or subcontract this Agreement without the consent of the Customer. My Specter will give the Customer prior notice of its intention to assign, novate or subcontract this Agreement.
If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
If you are in breach of any term of this agreement, we may:
1. publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
2. terminate your account and refuse access to Our Website;
3. remove or edit Content, or cancel any order at our discretion;
4. issue a claim in any court.
Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.
Any communication to be served on either of the Parties by the other shall be delivered by e-mail.
In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
This agreement does not give any right to any third party.
Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control.
In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
The validity, construction and performance of this agreement shall be governed by the laws of the State of New South Wales, Australia