Part 1
Definitions and Interpretations
Account
Your access to the CalcTree platform via your subscription
Consumer GuaranteE
Rules that apply to goods and services purchased by consumers under the Australian Consumer Law
Content
Calculations and creations that are held in the CalcTree platform
Credit Card Payment
Card issued by a bank allowing the holder to purchase a CalcTreet subscription
Contract of Employment
Your agreement between an employer and employee that sets out the expectations regarding the role and the minimum terms and conditions of employmen
Intellectual Property Rights
Rights given over the creative creation of CalcTree including the copyright, trademarks, patents and trade secrets
Laws
Payment between the user and CalcTree through online funds transfers
Platform
CalcTree being a digital service that uses the Internet to facilitate interactions between two or more separate but interdependent users
Refund
Money paid back to a user for the proportional amount of services not used by the user
Services
The CalcTree platform provided to users
Subscription
Arrangement to receive access to the CalcTree platform
Subscription Fee
Fee payable to CalcTree for access to the
Terms of Use / Terms
The Terms and Conditions detailed herein
Third Party Terms
Any and all terms of use of other platforms and services that can be used in conjunction with CalcTree
User
Facilitator and creator of content and calculations on the CalcTree platform
Usage Data
User data indicating how CalcTree is being used
Variance
Amendments to the Subscription Fee
Your Content
Users creations on the CalcTree platform
Website
The domain where the CalcTree platform is located on the world wide web
Part 2
Terms and Conditions
1. About the Website
a.
Welcome to CalcTree, an online platform for managing engineering design processes (the 'Services').
b.
CalcTree is operated by CALCTREE OPERATIONS PTY LTD (ABN: 12654726913). The website provides access to and use of CalcTree or any of its associated products or services. Please read these terms and conditions (the ’Terms') carefully. You will be prompted to read and accept the Terms on the CalcTree website. If you do not agree with the Terms, you must cease usage of the CalcTree or any of its Services immediately.
c.
CalcTree reserves the right to review and change any of the Terms by updating this page at its sole discretion. When CalcTree updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication on our Website. We will notify you when a change has been made to the Terms. Before you continue, we recommend you keep a copy of the Terms for your records.
2. Acceptance of the Terms
a.
By clicking the “I agree to the Terms of use” signifies that you have read, understood and agree to be bound by the Terms where this option is available to you in the user CalcTree interface.
3. Commencement of the Terms
a.
The Terms will commence at the time the User sign-up to an account on CalcTree and will continue indefinitely unless the User terminates the CalcTree subscription in accordance with the Terms.
4. Subscription to use the Services
a.
Where applicable, to access the Services, you must first sign-up for a subscription through the Website (the 'Subscription') and pay the fee (where applicable) for the selected Subscription level (the 'Subscription Fee').
b.
In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.
c.
Where applicable, once you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the Services (the ’Account').
d.
As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including
i.
Email address
ii.
Preferred username
iii.
Password
e.
You warrant that any information you give to CalcTree in the course of completing the registration process will always be accurate, correct and up to date.
f.
Once you have completed the registration process, you will be a registered user of the Website (’User’) and agree to be bound by the Terms. As a User, you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the ’Subscription Period’).
g.
You may not use the Services and may not accept the Terms if
i.
you are not of legal age to form a binding contract with; or
ii.
you are a person barred from receiving the Services under the laws of Australia or other countries, including the country where you are resident or from which you use the Services.
5. Eligibility
As a condition of your using and accessing the Platform, you warrant that you:
a.
are not currently prohibited or otherwise restricted from using or accessing the Platform;
b.
are not a competitor of CalcTree, and are not using or accessing the Platform for the purposes of personal commercial operations or competing with our business;
c.
will not breach any applicable Laws (including any applicable privacy laws);
d.
will not infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality; and
e.
have full authority to enter into any agreement with us in connection with using or accessing the Platform. Including but not limited to agreeing to be bound by these Terms of Use. And by doing so you do not violate any other agreement which you have with any other party.
6. Your obligations as a User
a.
As a User, you agree to comply with the following:
i.
you will use the Services only for purposes permitted by:
1.
the Terms; and
2.
any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
ii.
you are responsible for protecting the confidentiality of your login credentials. You must take all other actions that we reasonably deem necessary (including resetting your password) to maintain or enhance the security of our computing systems, networks and your access to the Platform.
iii.
use of your login credentials by any other person may result in the immediate cancellation of the Services. You may use the Platform in order to provide services to others, but if you do so, you must ensure that all persons to whom goods and/or services are provided comply with and accept all Terms of Use that apply to you;
iv.
any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify CalcTree of any unauthorised use of your login credentials or any breach of security of which you have become aware;
v.
access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of CalcTree providing the Services;
vi.
you will not use the Services or the Website in connection with any commercial endeavours except those specifically endorsed or approved by the management of CalcTree;
vii.
you will not use the Services or Website for any illegal and/or unauthorised use, including collecting Users email addresses by electronic or other means to send unsolicited email or unauthorised framing of or linking to the Website;
viii.
you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services, unless explicitly and specifically agreed upon by CalcTree. CalcTree will take appropriate legal action for any illegal or unauthorised use of the Website; and
xi.
you acknowledge and agree that any automated use of the Website or its Services is prohibited unless designed by CalcTree as an automation service.
x.
you agree not to modify or adapt the Platform or create any derivative or iteration works based upon the Platform unless explicitly allowed and designed by CalcTree as specific services.
xi.
you agree not to decompile, disassemble or reverse engineer the Platform directly, or indirectly or cause or permit any third party to do so.
xii.
We accept no responsibility or liability for any deficiency relating to the device used by you to access the Platform. You acknowledge and agree that you will be solely liable for any fees or other charges incurred by you in connection with using or accessing the Platform, including but not limited to software, hardware, equipment and internet usage charges.
7. Payment
a.
Where the option is given to you, you may make payment of the Subscription Fee by way of
i.
Credit Card Payment ('Credit Card')
ii.
PayPal ('PayPaI')
b.
All payments made in the course of your use of the Services are made using accepted debit or credit cards. In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by these Terms.
c.
You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, then you are liable for any costs, associated with repayment of the Subscription Fee.
d.
You agree and acknowledge that CalcTree can vary the Subscription Fee (Variance) at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription Period. You will be notified of the Variance of subscription fee via email.
8. Refund Policy
a.
CalcTree will only provide you with a refund of the Subscription Fee in the event that we are unable to continue to provide the Services or if a representative of CalcTree makes a decision, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the User (the 'Refund').
9. Copyright and Intellectual Property
a.
The Website, the Services and all of the related products of CalcTree are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes and are reserved by its contributors.
b.
All trademarks, service marks and trade names are owned, registered and/or licensed by CalcTree which grants to you a worldwide, non-exclusive, royalty-free, revocable licence whilst you are a User to:
i.
use the Website pursuant to the Terms;
ii.
copy and store the Website and the material contained in the Website in your device's cache memory; and
iii.
print pages from the Website for your own personal and non-commercial use.
c.
CalcTree retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
i.
business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright, or
ii.
right to use or exploit a business name, trading name, domain name, trademark or industrial design, or
iii.
thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
d.
You may not, without the prior written permission of CalcTree and the permission of any other relevant rights owners: broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain, or are included as part of your subscription plan.
e.
You grant us (and our agents) the data generated from using the Platform (Usage Data). CalcTree may use your Usage Data to inform the platform's utilisation through its reporting mechanism. This may be used internally or publically without limiting your rights within the Privacy Policy.
10. Privacy
a.
CalcTree takes your privacy seriously, and any information provided through your use of the Website and/or Services is subject to CalcTree's Privacy Policy, which is available on our Website.
11. General Disclaimer
a.
Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law or your own obligations under your Contract of Employment, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
b.
Subject to this clause, and to the extent permitted by law:
i.
all terms, guarantees, warranties, representations or conditions not expressly stated in the Terms are excluded; and
ii.
CalcTree will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
c.
Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of CalcTree make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of CalcTree) referred to on the Website, includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
i.
failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful components, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records;
ii.
the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
iii.
costs incurred as a result of you using the Website, the Services or any of the products of CalcTree; and
iv.
the Services or operation in respect to links which are provided for your convenience.
v.
all Platform Calculations used by you in connection with your use of the Platform is suitable for your particular circumstances; and
vi.
the Platform or Platform Calculations are error free, or will cover every design scenario, or combination of design requirements
d.
You acknowledge that you are required to check and verify anything produced using the Platform with an appropriate level of care. As such, you warrant that:
i.
any person you authorise to use (or supervise the use of) the Platform is adequately qualified; and
ii.
any Platform Output is verified, checked, and validated using independent means by a person appropriately qualified to check such Platform Output.
12. Limitation of liability
a.
You expressly understand and agree that CalcTree, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible or tangible loss.
13. Third Party Terms
a.
You acknowledge and agree that third party applications may apply to any part of the Platform and your use of such third-party applications is subject to their terms and conditions (Third Party Terms).
14. Termination of Contract
a.
The Terms will continue to apply until terminated by either you or by CalcTree as set out below.
b.
If you want to terminate the Terms, you may do so by:
i.
providing CalcTree with 30 days' notice of your intention to terminate; and
ii.
closing your accounts for all of the Services which you use. Your notice should be sent, in writing, to contact@calctree.com via the 'Contact Us' link on our homepage.
c.
CalcTree may at any time, terminate the Terms with you if:
i.
you have breached any provision of the Terms or intend to breach any provision;
ii.
it is required to do so by law;
iii.
the provision of the Services to you by CalcTree is no longer commercially viable
iv.
Subject to local applicable laws, CalcTree reserves the right to discontinue or cancel your account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law, or if your conduct impacts CalcTree.'s name or reputation or violates the rights of those of another party.
15. Indemnity
a.
You agree to indemnify CalcTree, its affiliates, employees, agents, contributors, third-party content providers and licensors from and against
i.
all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
ii.
any direct or indirect consequences of you accessing, using or transacting on the Website or attempt to do so; and/or
iii.
any breach of the Terms.
16. Liability
a.
To the maximum extent permitted by applicable law:
i.
CalcTree exclude all warranties and representations as to the correctness, accuracy, adequacy, completeness, reliability, timeliness or usefulness of any information content posted on the Platform;
ii.
CalcTree do not guarantee that the Platform, or the server supporting the Platform, are without defects, viruses or other harmful components, or will be uninterrupted or error free;
iii.
CalcTree accept no liability for the loss of Data where such loss is wholly or partly caused by factors beyond our reasonable control including including fault in the hosted environment of the Platform such as defective network or internet connections, defective equipment utilised by you or incorrect operation by you of your own Device or other access facilities;
iv.
CalcTree shall not be responsible for any use, modification or deletion of your Data resulting from any access by third party application providers;
v.
Directors, officers, employees, contractors or agents, will not be liable for any direct, indirect, consequential or other loss or damage to any person or entity, however caused (whether by negligence or otherwise), arising in connection with your use of, or inability to use, the Services;
vi.
CalcTree shall not be liable for any injury loss expense or damages of any kind whatsoever or arising whether directly, indirectly, consequently or contingently to any person or property. We shall not be liable for any losses, expenses or damages caused by delays or any other reasons or additional expenses incurred by a User including losses of prospective or actual incurred by a User.
17. Dispute Resolution
a.
Compulsory
i.
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
b.
Notice
i.
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
c.
Resolution
i.
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
ii.
Within 21 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
iii.
If for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Tribunal or his or her nominee;
iv.
The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
v.
The mediation will be held in New South Wales, Australia.
d.
Confidential
i.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
e.
Termination of Mediation
i.
If 2 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
18. Venue and Jurisdiction
a.
The Services offered by CalcTree are intended to be viewed and used by residents worldwide. In the event of any dispute arising out of or in relation to the Website or Services, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
19. Governing Law
a.
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
20. Independent Legal Advice
a.
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
21. Severance
a.
If any part of these Terms is found to be void or unenforceable by a court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.