Terms and Conditions

  1. Interpretation
    1. Agreement’ means the agreement created pursuant to your acceptance of the Terms.
    2. Business’ means the business/company named by you when you created your YOOConnect Account, or any part thereof.
    3. Intellectual Property’ means confidential information, copyright, trade marks, service marks, designs, patents, circuit layouts, business names, domain names, software codes, documents, writings, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields whether or not registered or registrable.
    4. Intellectual Property Rights’ means any present or future rights conferred by statute, common law or equity in any part of the world in relation to any Intellectual Property and includes any rights to protect or apply for the registration, renewal or extension of such rights.
    5. Obtaining’ means ordering, applying for, registering for, requesting, purchasing, downloading, receiving or otherwise acquiring.
    6. Privacy Policy’ means the policy of that name locatable on and downloadable from the YOOConnect Website.
    7. Product’ means a product Obtainable from the YOOConnect Website, including a YOOConnect Website Instance and a YOOConnect Document.
    8. Professional Person’ means a person legally qualified to provide advice, documentation or other services of a skilled nature, including a lawyer, accountant, tax agent and financial advisor.
    9. Terms’ means the terms and conditions outlined and contained in this Agreement, either explicitly or by implication or reference, and the Privacy Policy.
    10. YOOConnect’ (and the related pronouns ‘we’, ‘us’, ‘our’ and ‘its’) means Westside Venues Pty Ltd ACN 162 020 528 trading as YOOConnect ABN 36 162 020 528 and, where applicable, its employees, contractors, agents, officers, successors and advisors.
    11. YOOConnect Account’ means the account created by you by filling out the appropriate form on the YOOConnect Website.
    12. YOOConnect Document’ means a document of any description, including a YOOConnect Professional Document and a YOOConnect Questionnaire, Obtainable from the YOOConnect Website in electronic, paper or other form.
    13. YOOConnect Professional Document’ means a YOOConnect Document that is of a nature that must or should only be advised on, utilised by or provided to an end user by a Professional Person.
    14. YOOConnect Website’ means the website located at www.yooconnect.com.au and any page, interface, system, process, documents, equipment, programs and Products derived therefrom or related thereto as the context requires or permits.
    15. YOOConnect Website Instance’ means the website, either in a trial or final version, Obtained by you from the YOOConnect Website.
    16. You’ means any person or entity that Obtains a Product and includes that person’s agents, employees and contractors, and ‘your’ has a corresponding meaning.
    17. Any representation on the YOOConnect website is, to the extent relevant, deemed to form part of this Agreement. In the event of any inconsistency between a representation on the YOOConnect website and the written terms of this Agreement, the representation on the YOOConnect website will prevail.
    18. In this Agreement,
      1. the singular includes the plural and vice versa;
      2. the meaning of a word defined herein carries through to each of the other grammatical forms of that word;
      3. the masculine includes the feminine and vice versa;
      4. the use of the word ‘including’ does not in any way restrict the breadth or extent of any other word or term to which it relates.
  1. Introduction
    1. This Agreement sets out the Terms upon which you Obtain and use the Products. 
    2. Before you Obtain a Product, you must read the Terms and conditions stated in this Agreement and the Privacy Policy.
    3. You should also read any relevant information on the YOOConnect website, as that information may constitute a Term of this Agreement.
    4. By Obtaining a Product, you accept the Terms.
  1. Binding Agreement
    1. The Terms create a legally binding agreement between you and YOOConnect. YOOConnect encourages you to obtain independent legal advice as to the meaning and effect of these Terms if you have any doubts or concerns in this regard.
    2. We reserve our right to make changes to the Terms at any time. Your continued use of the YOOConnect Website and, or, any Product following the changes to the Terms being published on the YOOConnect Website will mean that you accept those changes and agree to be bound by them.
    3. You warrant that you have the legal capacity and authority to enter into this Agreement on behalf of the Business and to use the business name in the URL of your YOOConnect Website Instance. 
  1. Licence
    1. YOOConnect hereby provides you with a licence to use any Product Obtained by you on the condition that you accept the Terms and pay our fees in the required manner.
    2. The licence to Obtain and use your YOOConnect Website Instance is exclusive.
    3. The licence to Obtain and use any other Product, including any YOOConnect Documents, is non-exclusive.
    4. The licences hereby granted to use a Product is not transferable save and except upon and as a part of the sale or transfer of your Business.
    5. The licences hereby granted begins on the day you Obtain a Product and ends in accordance with the Terms.
    6. Apart from the rights referred to in this clause 4 or otherwise necessarily granted pursuant to the Terms, you do not obtain, and are not entitled to assert any entitlement to, any other rights of whatsoever nature in any of the Intellectual Property owned by YOOConnect.
    7. Except to the extent necessarily required by virtue of the Terms, you will not, nor will you attempt to, discover, copy, duplicate, adapt, publish, re-publish, lend, license, give away, modify, deconstruct, reverse engineer or otherwise use any Intellectual Property owned by YOOConnect.
    8. After the termination of this Agreement in accordance with the Terms, you will not use in any manner any of the YOOConnect Documents or any manifestations thereof for any purpose whatsoever.
  1. YOOConnect
    1. YOOConnect is not and does not in any way hold itself out to be a professional firm.
    2. YOOConnect does not provide and does not purport to provide any professional advice or services of any nature including legal, accounting or financial advice and services.
  1. YOOConnect Website
    1. The YOOConnect Website does not provide and does not purport to provide any professional advice or services of any nature including legal, accounting or financial advice and services.
    2. Nothing on the YOOConnect Website should be considered to be professional advice.
    3. Although we will use our best endeavors to ensure that you are provided with all of the required information to properly use and engage with the YOOConnect Website, we are not liable to you in any way should you be unable to do so.
    4. We may modify the YOOConnect Website at any time.
    5. We do not warrant that the YOOConnect Website will be free from disruption or that it will be accessible at any particular time or for any particular periods. Disruption to access may occur from time to time and you accept this as being a normal and natural circumstance with respect to the use of a website. To the extent permitted by law, YOOConnect is not to be held responsible by you for any such disruption.
    6. The YOOConnect website may contain hyperlinks, pointers or other reference aids to other websites. YOOConnect is not responsible for any adverse consequences suffered by you as a consequence of attending those websites, which you do at your own risk.
  1. YOOConnect Documents
    1. YOOConnect is only a facilitator of the YOOConnect Professional Documents.
    2. YOOConnect does not provide and does not purport to provide any professional advice or services of any nature including, without limitation, legal, accounting or financial advice and services by facilitating the YOOConnect Professional Documents.
    3. The YOOConnect Professional Documents have been created by appropriately qualified Professional Persons. However, you assume full liability and responsibility for the accuracy, correctness, suitability and legal efficacy of any YOOConnect Professional Documents when used by you or supplied by you to an end user and you represent in Obtaining a YOOConnect Professional Document that you are appropriately qualified in this regard.
    4. YOOConnect does not take any responsibility for the accuracy, suitability and application of the YOOConnect Documents and you fully release and discharge YOOConnect from and indemnify YOOConnect against any liability whatsoever in this regard.
  1. YOOConnect Website Instance
    1. Whilst YOOConnect will take all reasonable steps to ensure the maintenance and continuity of Your YOOConnect Website Instance, you acknowledge and understand that events may occur that are outside the control of YOOConnect that may affect the performance of your YOOConnect Website Instance.
    2. You will not take any action against YOOConnect with respect to such third-party failures.
    3. You may modify or vary your YOOConnect Website Instance as you see fit save and except that you must not remove from or reduce in prominence on your YOOConnect Website Instance any reference to your YOOConnect Website Instance being powered by YOOConnect or similar reference.
    4. You will be wholly responsible for any such modifications or variations.
    5. YOOConnect will not be responsible for any activity of any nature whatsoever taking place on or with respect to your YOOConnect Website Instance, whether by you or by a third party including any illegal or unauthorised activities and you fully release and discharge YOOConnect from and indemnify YOOConnect against any liability whatsoever in this regard.
  1. Pricing & Payments
    1. Prices for Products are subject to change without notice.
    2. Payments for Products are to be made strictly in accordance with the requirements set out on the YOOConnect Website from time to time.
  1. Return Policy

Except as required by law, YOOConnect cannot accept any return of and, or, refund with respect to any Products.

  1. Privacy Policy

 You have read and understood the Privacy Policy available from the YOOConnect website and you agree with its terms.

  1. Limitation of Liability
    1. Except to the extent provided by a law which cannot be set aside, restricted or otherwise affected by this Agreement, YOOConnect shall not be liable in any way whatsoever, including by reason of its negligence, for any use either direct or indirect of whatsoever nature by you of the YOOConnect Website.
    2. In the event that You become entitled to receive damages or compensation from YOOConnect for any reason, such damages and compensation will, except to the extent otherwise determined by any law that cannot be set aside, restricted or otherwise affected in this regard by this Agreement:
      1. not include special, consequential or exemplary damages; and
      2. be limited to the amount that has been paid by you to YOOConnect for the Product in respect of which your entitlement arises.
  1. Codes & Passwords

You are solely responsible for the use and security of any codes and passwords used by you with respect to the YOOConnect Website and any Products Obtained by you

  1. Termination
    1. You may terminate this Agreement at any time.
    2. This Agreement will automatically terminate if you breach this Agreement.
    3. The practical effect of termination of this Agreement is that:
      1. the licences granted by this Agreement will cease; and
      2. your YOOConnect Website Instance will be closed down thus rendering it and any Product obtainable from your YOOConnect Website Instance inaccessible to you and to any users of your YOOConnect Website Instance.
  1. Dispute Resolution
    1. If any dispute (Dispute) arises out of or in connection with this Agreement or the interpretation of the Terms, you and we may not commence any court proceedings relating to the Dispute unless this clause 14 has been complied with, except where urgent interlocutory relief is sought.
    2. Written notice specifying the nature of the Dispute must be given to the other party.
    3. On receipt of that notice, you and we must use our best endeavours to resolve the Dispute expeditiously.
    4. If unresolved within 7 days, you and we will submit to mediation.
    5. A mediator appointed to resolve the dispute will be:-
      1. as agreed in writing between the parties to the mediation; or
      2. failing such agreement, appointed by the President of the Law Society of South Australia or his/her nominee.
    6. The mediation will be confidential.
    7. The costs of the mediator will be borne equally between you and us.
    8. Each party will bear its own legal costs in relation to mediation.
    9. If mediation does not resolve the dispute within twenty-eight days or such earlier date as the mediator notifies in writing that the mediation is at an end, a party may give written notice to the other party that mediation has not resolved the Dispute and request in writing that an arbitrator be appointed within fourteen days.
    10. The arbitrator appointed to resolve the dispute will be:-
      1. as agreed upon by the parties, or
      2. failing such agreement, appointed by the President of the Law Society of South Australia or his/her nominee.
    11. The arbitration will be carried out in accordance with the Commercial Arbitration Act 2011 (SA).
  1. Force Majeure
    1. If a party (‘the Affected Party’) becomes unable, wholly or in part, by Force Majeure to carry out an obligation placed on it under this Agreement:
      1. the Affected Party must give to the other party prompt notice providing:
        1. reasonable particulars of the Force Majeure; and
        2. so far as is known, details of the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation;
      2. the relevant obligation, so far as it is affected by the Force Majeure, will be suspended during but no longer than the continuance of the Force Majeure; and
      3. subject to clause 15.2, the Affected Party must use all possible diligence to overcome or remove the Force Majeure as quickly as possible.
    2. The Affected Party will not have to settle any labour or other dispute creating the Force Majeure on terms contrary to its wishes or to contest the validity or enforceability of any law, regulation or decree by way of legal proceedings.
  1. Effect of Agreement

This Agreement contains the entire agreement between the Parties and no earlier representation or agreement, whether oral or in writing, in relation to any matter dealt with in this Agreement will have any effect from the date of this Agreement unless otherwise stated herein.

  1. Waiver
    1. The failure, delay or omission by us to exercise a power or right conferred by this Agreement will not operate as a waiver of that power or right, and any single exercise of a power or right will not preclude another exercise of that power, or the exercise of another power or right under this Agreement.
    2. A waiver by us of a provision of this Agreement, or our consent to a departure by you from a provision of this Agreement, must be in writing and signed by us.
  1. Notices

A notice, request, consent or other communication to be given by a Party under this Agreement must be sent by email to the email address:

  1. in the case of YOOConnect, evident from the YOOConnect Website; and
  2. in your case, provided by you upon registering on the YOOConnect Website.
  1. No Merger

None of the terms of this Agreement, or anything done under or by virtue of this Agreement or any other agreement, instrument or document, or judgment or order of any court or judicial proceeding, will operate as a merger of any of the rights and remedies of the Parties under this Agreement, and those rights and remedies will at all times continue in force.

  1. Severance
    1. If any provision of this Agreement is void, voidable, unenforceable, or illegal in its terms but would not be void, voidable, unenforceable or illegal if it were read down and it is capable of being read down, that provision will be read down accordingly.
    2. If, notwithstanding clause 24.5.1, a provision is still void, voidable,  unenforceable or illegal:
      1. if the provision would not be void, voidable, unenforceable or illegal if a word or words were omitted, that word or those words are severed; and
      2. in any other case, the whole provision is severed;

and the remainder of this Agreement will be of full force and effect.

  1. Prohibited Provisions

Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions or affecting the validity or enforceability of that provision in another jurisdiction.

  1. Binding on Assigns

This Agreement will be binding upon and inure to the benefit of the Parties and, unless repugnant to the sense or context, to their respective administrators, personal representatives, successors and permitted agents and assigns.

  1. Governing Law and Interpretation

This Agreement will be governed by and construed in accordance with the law for the time being in force in South Australia and the Parties, by entering into this Agreement, are deemed to have submitted to the exclusive jurisdiction of the courts of that State.

 

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