TALC WEBSITE AND TILIS PORTAL USER AGREEMENT

TALC is a not-for profit body with a mandate from the Transport and Logistics Industry, the NSW State Government and the Commonwealth Government to advance education, training and employment in the fields of transport and logistics  industry within a comprehensive Internet based industry gateway business known as the national web gateway project called Totally Intelligent Logistics Inquiry Service (TILIS).

This agreement contains the terms and conditions of use of this website and also contains terms and conditions relating to products, licences (for example to modules of the Totally Intelligent Logistics Information System or ‘TILIS’) or services (such as discovery tools) purchased through this website.

By using the website and purchasing from TILIS you are deemed to be bound by these terms and conditions.  If you do not agree to the terms and conditions you must discontinue your use of the website immediately and of any products, licences or services purchased, and destroy any copies of any software, modules or discovery tools in your possession or control.

1. GRANT OF LICENCE: Subject to the terms of this agreement, upon purchasing or otherwise being provided with a module of TILIS, TALC grants you a non-exclusive, non-transferable licence to use one copy of TILIS and the modules activated by you to create your sub-portal on condition of payment of the fee stated on the TILIS website and for the duration of the licence selected.  You agree and acknowledge that in order to access some or all of the modules offered by TALC through TILIS from time-to-time you may need to enter into licences directly with third party software or product providers.  You acknowledge that all brands and copyright in any licence or software used are attributed to the holder of that copyright. 

2. RESTRICTIONS: TILIS contains copyright material, trade secrets, and other proprietary materials of TALC and its licensors.  You agree that in order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will (i) decompile, disassemble or reverse engineer TILIS or the modules; (ii) modify or create derivative works of TILIS or the modules; (iii) use TILIS or the modules in any manner to provide its functionality, in whole or in part, over the internet or other network (except as expressly permitted by the licence); or (v) sell, distribute, rent, lease, sublicense or otherwise transfer TILIS or the modules.  However TALC may consent to a transfer provided that: (a) all TILIS and modules updates are included in the transfer; (b) you do not retain a copy of TILIS or the modules; and (c) the transferee agrees to be bound by the terms and conditions in this agreement.

3. THIRD PARTY SOFTWARE: In relation to any third party software being used by you as a consequence of this agreement, you acknowledge and agree that:
(a) All title and copyright in and to that software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the software), the accompanying printed materials, and any copies of the software are owned by TALC except for certain portions for which TALC has obtained redistribution rights from the title or copyright holder.  The software is protected by either U.S. or Australian copyright laws and international treaty provisions.  Therefore, you must treat the software like any other copyrighted material.
(b) TALC expressly disclaims any warranty for the software provided through this agreement.  The software and any related documentation is provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.  The entire risk arising out of use or performance of the software remains with you.
(c) In relation to the use of any software, in no event shall TALC or its distributors be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other financial loss) arising out of the use of or inability to use any software and related materials, even if TALC has been advised of the possibility of such damages.
(d) TILIS and its modules contains open source software components, which are not governed by this agreement, but are instead licensed to TILIS.  Your use of TILIS and its modules is subject to those licenses located on the TILIS website.

4. COPYRIGHT: Save and except for third party content, all the content of TILIS and downloads from it are owned directly or licensed by TALC (ABN 81123305144).  All rights reserved. You are responsible for obeying all applicable copyright laws. You may access and display these pages on a computer, monitor or other video display device and make a print copy of any whole page or pages on this website for your personal use only, but only if you: (a) do not modify the copy from how it appears on TILIS (unless expressly authorised by TALC) (b) include the above copyright notice on the copy. All other use, copying or reproduction of any part of this website is strictly prohibited. Without limiting the foregoing you must not reproduce, frame, transmit (including broadcast), adapt a link to, or otherwise use any of the material on the website including audio and video excerpts without the prior written approval of TALC. For permission to reproduce any material, a request in writing is to be made to TALC Website Manager.

5. TRADEMARK NOTICE: TILIS may include registered trademarks. Unless otherwise indicated they are owned by TALC in Australia and may be the subject of rights in other countries. You must not use TALC's trademarks except: (a) by saving or printing out a copy of TILIS as permitted by the copyright notice above (b) as permitted by written agreement from TALC. You grant TALC an irrevocable right and royalty-free licence to copy and adapt any material you generate through use of any feedback facility, to the extent necessary to provide the facilities, or to promote the facilities or any other service of TALC.

6. LINKS TO OTHER WEBSITES: TILIS contains links to websites maintained by other organisations. TALC does not provide any warranty or take any responsibility or liability for the accuracy, source or any other aspect of those websites. The links are provided solely for your convenience and do not indicate, express or imply, any endorsement by TALC of the website(s) or the products and services provided there. You access those websites and use the information, products and services solely at your own risk.

7. WEBSITE UNAVAILABILITY: TALC does not accept responsibility in the event that TILIS is unavailable to you due to any computer downtime, malfunction or such other event outside the control of TALC.

8. PASSWORD REQUIREMENT: You may create your own user name and password on the TILIS website.  Some registrations may require a process of multi-part authorisation/validation.  TALC may refuse registration, in its sole discretion, until such time as it has satisfied itself about the identity of the user and the ability of the user to perform their obligations under these terms and conditions.

9. WEB HOSTING SERVICES: If you purchase a TILIS web-hosting service, on payment by you of the web hosting fee, TALC will provide the service purchased. The web hosting service will be delivered using a web hosting partner of TALC.  The web hosting services, may without any liability incurring to TALC be suspended where: there is a planned or unplanned outage; it is necessary due to a an event outside TALC’s control; it is necessary for repair or maintenance of TILIS or your Sub-portal; TALC suspects there has been fraudulent or illegal use of TILIS or your Sub-portal; there is excessive or unusual use of TILIS or your Sub-portal or for any other reason at TALC’s discretion.  Such suspension may occur without notice to you.  In the event that you terminate this agreement you must pay to TALC all costs associated with the termination of the web hosting fees which will be advised to you at or shortly after the time of termination by you.  The web hosting services provided are ‘as is’ and without warranty of any kind, whether express or implied, including that the web hosting services will meet your requirements or perform to a certain standard.  TALC reserves the right to terminate the web hosting services within 30 days notice to you.  If you terminate the web hosting services all content on your Sub-portal will be permanently erased.  All charges for the Web Hosting Services will be levied in accordance with those as set out on the TILIS website.

10. CONTENT UPLOADING:  If you have purchased the right to do so through the TILIS website, you may, subject to clause 3, 4 and 5, upload content in the form of discovery tools onto TILIS.  TALC reserves the right to review all content uploaded by you onto TILIS and to remove such content, at its sole discretion.  In the event that any content uploaded by you is removed by TALC, TALC will not provide a reimbursement for any monies received.  You shall have no recourse and TALC shall not be liable to you for any decision it makes in relation to content removal.

11. REGISTRATION AND PAYMENT: Upon acceptance of this agreement and the creation of a user name and password, you will become a registered TILIS user. You are to use the password and TILIS website to activate the modules you require to create your Sub-portal, the web hosting services and the ‘discovery tools’.  You must pay for the products and services acquired through TILIS using the on-line credit facility on the TILIS website.  You will not be provided with access to the products or services selected until such payment has been approved and verified in accordance with that credit facility.  All payments must be made in Australian dollars.  Should any liability arise in relation to non-Australian taxes then you shall indemnify TALC in relation to the amount of that tax.  A Tax Invoice based on those items purchased by you may be issued online at the time of verification and approval of your payment.  TALC accepts no responsibility for losses or other damages whatsoever in relation to the use of the online credit card facility on the TILIS website and you will keep TALC indemnified in relation any claim in relation to the use of the online credit card facility.

12. REFUND POLICY: TALC will refund within 30 days any money paid in the event that you are unsatisfied with TILIS, your modules or the Sub-portal.  You should contact TALC to seek such refund and to provide the reasons for your dissatisfaction. 

13. USE OF DISCOVERY TOOLS: TALC will provide to you through TILIS an opportunity to use the Discovery Tools such as, but not limited to, banner advertisements, job advertisements, modules, and database information in order to the give the Australian Transport and Logistics Industry and other relevant industry sector information about you.  TALC reserves the right to charge you, based on appropriate methodologies for the use of such Discovery Tools and associated services (including but not limited to a fixed fee for the Discovery Tool and a variable fee for its use).  You must keep accurate records of any benefit that you receive from using the TILIS Discovery Tools in order to assist TALC with the application of these methodologies.  Such charges will be levied through a Tax Invoice which shall be payable within 14 days from the date of the Tax Invoice.  TALC reserves the right to audit financial records and other records kept by you to verify the fees owed to TALC.

14. DISCLAIMER: While TALC has made every effort to ensure the information contained in TILIS  is free from error, TALC does not warrant the accuracy, completeness or adequacy of the information on TILIS. All information is subject to change without notice. TALC does not guarantee that TILIS or third party websites will be free from viruses. While all reasonable care has been taken in the preparation of the material contained on TILIS, TALC and each party providing material displayed on this website disclaim liability to all persons in relation to any action(s) taken on the basis of currency of material or any loss or damage suffered in connection with that material. You should make your own enquiries before entering into any transaction on the basis of the material on TILIS.

15. REMEDIES: TALC’s entire liability and your exclusive remedy for any breach of warranty shall be, at TALC’s option to:  (a) repair or replace TILIS, the modules or your Sub-portal; (b) refund any money paid to TALC.  These remedies are void if failure of TILIS, the modules or your Sub-portal has resulted from accident, abuse or misapplication.

16. LIMITED WARRANTY: TALC expressly disclaims any warranty for TILIS or your Sub-portal and any related documentation or software is provided “as is” without warranty of any kind, either express or implied.  The entire risk arising out of the use or performance of TILIS and your Sub-portal remains with you.

17. LIABILITY: TALC will not be liable or responsible to you or any third party as a result of your reliance on any information, data or materials provided to you by, or on behalf of, TALC, or as a result of any inaccuracy in, or omission from, such information, data or materials.  TALC is not liable for any loss suffered by you including indirect or consequential loss in respect of your use of TILIS, the modules or your Sub-portal or any act or omission on the part of TALC in relation to its obligations under this agreement. Nothing in this agreement will exclude, restrict or modify any conditions or warranties which are implied by law and which cannot be excluded, restricted or modified but where they can be excluded, restricted or modified, then they are to the fullest extent permitted by law. Notwithstanding any other provision of the agreement, you indemnify TALC and its directors, officers, employees, contractors and agents against all loss, damage, claims, proceedings and costs (including all legal costs on an indemnity basis), including as a result of a third party claim against TALC, arising out of the use or attempted use (including fraudulent use), by any person (including you), of TILIS, the modules or your Sub-portal under this agreement and any information, data, images, graphics or material produced, stored, transmitted, accessed, downloaded or used by you or any other person using your modules.

18. AGENT AND THIRD PARTY PURCHASERS: If you are acquiring the right to use TILIS,  the modules or discovery tools on behalf of another person, you represent and warrant that you have the authority to bind the other party or entity for which you are acquiring the right to use TILIS, the modules or discovery tools to bind the party or entity for which you are acquiring the right, modules or discovery tools to the terms and conditions of this agreement.

19. TERMINATION: This agreement is effective until terminated.  TALC may terminate this agreement and any products, licences or services provided through to you at any time by written notice to you.  The agreement will automatically terminate upon any violation of any of the provisions of this agreement by you (or a person acting on your behalf).  TALC will not reimburse you for any payments made by you up to the time of termination and any payments which were due at the time of termination will still be due from you.  In addition you must cease your use of any of the products, licences or services and destroy or return material provided to you immediately.

20. GOVERNING LAW: This agreement is governed by and must be construed in accordance with the laws of New South Wales.  TALC makes no representation that the material on TILIS complies with the laws of any country outside Australia. If you access TILIS from outside Australia you are responsible for ensuring compliance with all applicable laws in the place where you are located.

21. INVALID TERMS AND CONDITIONS: In the event that any or any part of the terms contained in these terms of use are determined by a court to be invalid, unlawful or unenforceable, then such term/s shall be severed from the remaining terms.

22. GENERAL CONDITIONS AND TERMS: This agreement contains the entire agreement between the parties relating to the transactions contemplated by this agreement.  Each of the parties acknowledges that it has not relied on any representation, warranty or other assurance except those set out in this agreement. TALC may, at its sole discretion, modify portions of this agreement at any time.  TALC may notify you of any changes by posting notice of such modifications on its website (www.talc.com.au) or sending notice via email, postal mail or other means.  Your continued use of TILIS following notice of such modifications shall be deemed to be your acceptance of such modifications to the agreement.  If you do not agree to any such modifications, you must immediately stop using TILIS and destroy any copies or modified copies of TILIS or its modules in your control.

23. CONTACT: You should contact Marilyn Smith, TALC General Manager at msmith@talc.com.au in relation to this agreement.