Terms & Conditions of Use

Definitions

“site” means any part of the web site which links to this page and any other web site operated by or on behalf of us;

“use” includes access or use or attempted access or use of any part of the site and includes (without limitation) access to and use of site content, download of any content from the site, completion and submission of any online form available at or through the site, submission of any email to an email address identified at or through the site, participation in any online forum or similar facility available at or through the site and accessing any online services made available through the site;

“we”, “us” and “our” means Richard Pryor & Associates and its related corporations and their respective principals, officers, employees, agents and contractors including (without limitation) site hosts, operators and developers and contributors of site content; and

“you” and “your” means any entity who or which uses the site including any entity who or which uses any online service.

Scope of these conditions

You must read and agree to these terms and conditions before making any other use of the site. If you do not agree to these terms and conditions, you must not use the site. By making any use of the site, you thereby accept and agree to be bound by these terms and conditions.

These terms and conditions apply to all use of the site including your use of sections of the site which are subject to additional specific conditions. Your use of any section of the site which is subject to specific conditions is subject to your prior acceptance of those specific conditions and you agree to be bound by those specific conditions with respect to your use of the relevant section(s) of the site even if you fail to review the specific conditions. Without limitation, if you use this site to access any online services, you thereby also agree to all specific conditions governing such use.

Prohibited Use

Without limiting any other restrictions on the nature and extent of use of your use of the site, you must not use the site (or any content obtained from the site) for (a) analysis of legal issues; (b) provision of legal advice; (c) assessing legal risks; and (d) making commercial decisions or commitments.

Copyright, trade marks & limited right to use materials

Smartsource, Smartsupply and Smartsolve are registered trade marks and must not be used without our prior written approval. We or third parties own and retain the copyright, trade marks and other intellectual property rights in the materials found at the site including without limitation web pages, documents, text, designs, graphics, audio and video. Unless otherwise expressly stipulated by us, you may only use the site for your personal use and may only print or make an electronic copy of information available on the site for that purpose. You must not sell or otherwise commercially exploit any information made available at the site. You must ensure that all copyright notices are retained in any material copied from the site. Subject to this limited right to use materials, you must not use, download, upload, copy, print, display, broadcast, perform, reproduce, publish, license, post, transmit or distribute any materials from the site in whole or in part without our prior written permission. If you breach any of these conditions, then (without limiting your other liabilities) your authorisation to use the site automatically terminates and you must immediately destroy any downloaded or printed materials.

By submitting any material to the site or to us in connection with your use of the site, you thereby assign all intellectual property rights in that material to us. You must not submit material to the site if a third party has any intellectual property rights in that material.

Warranties

The site contains information, advice, text and other materials that are provided for your convenience and enjoyment. You should be aware that the information may contain errors, omissions, inaccuracies or outdated information. We makes no representation or warranties as to the completeness, accuracy, adequacy, currency or reliability of any information and shall not be liable for any lack of the foregoing. Descriptions of, or references to, products or publications within the site do not imply endorsement of that product or publication.

The content of this site is not legal, IT consulting or other advice. If legal advice or other expert assistance is required, the services of a competent professional should be sought.

We do not attempt to exclude any conditions, warranties, rights or remedies which you may have pursuant to legislation to the extent that those rights and remedies can not be excluded by agreement (“non-excludable rights”).

Subject to any non-excludable rights: (a) the site and its contents are provided on an “as is” basis; and (b) all express or implied conditions or warranties of any kind (including but not limited to any warranties of merchantability, fitness for a particular purpose, freedom from contamination by computer viruses, non-infringement of proprietary rights and the accuracy, adequacy, currency, suitability, completeness, legality, reliability or usefulness of any content or other part of the site) are excluded.

If you find any errors or omissions, please report them to us.

Liability arising from use of the site

Subject to any non-excludable rights: (a) your use of the site is entirely at your own risk; (b) you hereby release us from any claims you would otherwise have against us now or in future arising directly or indirectly from the site or your use of the site; and (c) in no event will we be liable for any damages whatsoever (including, without limitation, direct, indirect, punitive, special, consequential damages, lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of the site, or arising from your purchase or inability to purchase any goods or services offered on the site, whether based on contract, tort, statute, common law, equity or any other legal theory and whether or not advised of the possibility of such damages. Without limitation, this exclusion of liability applies to any loss or damage caused by any deficiency in site performance and any error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of any material associated with the site or your attempted use of the site.

If you are entitled to make any claim against us as a result of non-excludable rights or on any other basis notwithstanding the provisions of these conditions, our liability to you for the aggregate of such claims (regardless of the basis on which you are entitled to claim from us) is limited to the provision of the information, products or services again or payment of the cost of providing the information, products or services again (at our election).

Indemnity

You must indemnify each of us and keep each of us indemnified against all claims, liabilities, expenses (including legal fees on a solicitor-client basis) or losses that may be made against or sustained by any of us arising from your breach of these conditions or otherwise howsoever from or in connection with your use of the site.

Inappropriate use and content

You must not email, post or submit any defamatory, offensive, illegal or inappropriate material or any material which infringes a third party’s intellectual property rights or which contains a virus, worm, Trojan horse or other code that manifests contaminating or destructive properties. You must not attempt to modify or damage the site and must not use the site in connection with any mass distribution of email (spam) or denial of service attack. You must not impersonate any person or entity or enter a fictitious name or purport to be authorised to represent any entity if that entity has not authorised you to do so in connection with your use of the site. You must not cause or permit any other person to engage in any of these activities (eg. by providing them with access to your computer or by providing password information to them).

We are not liable for defamatory, offensive, illegal or inappropriate content available at the site or accessed from the site and the risk of injury from such content rests entirely with you.

Third party material

The site may include content or references supplied by users or other third parties (“third party material”). We do not monitor and accept no liability for third party material. Any opinions, advice, statements, services, offers or other information contained in third party material, is the responsibility of the respective author(s), distributor(s) or providers of that third party material. We make no representation and give no endorsement of the accuracy, adequacy, currency, suitability, completeness, legality, reliability or usefulness of any third party material or the identity, knowledge or qualifications of any provider of third party material. Your access to and reliance on third party material is entirely at your own risk.

References in third party material to any specific products, process, or service by trade name, trademark, manufacturer, or otherwise, do not constitute or imply their sponsorship, endorsement or recommendation by us, and such references shall not be used for advertising or product endorsement purposes.

Links to third party web sites

Any links to third party web sites from the site are provided solely as a convenience to you. We make no representation as to the intellectual property rights of any material available on the linked third party web sites. We do not review and monitor any linked third party web sites and we are not responsible for the contents, accuracy, adequacy, currency, suitability, completeness, legality, reliability or usefulness of any material on any third party web site and accept no responsibility for any broken or redirected links. The presence of such links should not be taken to imply any type of association, sponsorship, endorsement, monitoring, approval of, or responsibility for, the linked third party web site or its content. It is your responsibility to evaluate the content and usefulness of information obtained from other sites. Your access to and reliance on any third party web site is entirely at your own risk.

You acknowledge and agree that we may receive payments or other benefits in connection with links to third party sites or the inclusion of third party material in the site.

Links from other sites to the site

Other sites may only link to the site with our prior written permission. Any site that links to the site must link to the relevant home page. We may revoke or withdraw our consent to a link at any time in which case the link must be promptly removed. Any site that links to the site must not (a) replicate the site’s content; (b) create a browser or border environment around the site’s content; (c) imply any endorsement by us; (d) misrepresent its relationship with us; (e) present false information about our products and services; (f) use our name or logos or trade marks without our prior written permission; or (g) contain content that could be construed as obscene, libelious, defamatory, pornographic or inappropriate for all ages; or (h) contain material that would violate any laws.

Viruses

We cannot and do not guarantee or warrant that any files available for downloading through the site will be free of infection or viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for virus detection, accuracy of data input and output and for maintaining an appropriate means for the reconstruction of any lost data.

Sale of goods or services

Unless otherwise stipulated by us, any sale of goods or services from the site is subject to the following conditions:

• Fulfillment – We will endeavor to provide timely fulfillment of any orders placed using the site. However, we are not liable for delays caused by suppliers, postal and courier companies or any other circumstances.
• Currency – All transactions are in Australian Dollars. If any amounts are shown in other currencies these are only indicative and may vary due to exchange rate variations at the actual time of transaction.
• Credit Card Use – If credit card payment is facilitated by the site, we undertake to use Credit Card details only as specified by you in relation to purchases made on the site. Illegal use of credit cards is a serious crime. We will report any suspicious activity and disclose all relevant evidence to credit card companies and law enforcement authorities.
• We may utilise the services of third parties with respect to the processing of payments and the issue of activation keys. Where applicable, you must comply with all relevant requirements of these third parties. We will not be responsible for any delays or deficiencies in the performance of such third parties.
• Errors in description or pricing – Errors may occur in the description or pricing of products or services offered on the site. We may cancel any transaction if any such error occurs, notwithstanding any confirmation of an order or acceptance of payment.
• Any supply of goods or services by us is subject to any express written warranties offered by us or a third party. Subject to any non-excludable rights, all other express and implied warranties relating to such goods and services are hereby excluded and the provisions of the above clause (Liability arising from use of the site) including provisions relating to non-excludable rights apply.

Privacy Statement

By accessing and using the site or by submitting information to us, you consent to our collection, use and disclosure of information in accordance with this privacy statement.

We may collect and retain personal and other information about you (“submitted information”) when (a) you send us an email; (b) you complete and submit an online form; (c) you provide us with information; or (d) a third party submits information about you to us.

It is not practicable for electronically submitted information to be provided to us anonymously. However, where appropriate it may be possible for you to use traditional means of communication to provide information to us anonymously.

The submitted information which we retain and use may include your name, email and postal address, contact details and personal or other information. You consent to our use of submitted information for our internal purposes and to communicate with you regarding our products and services or the products and services of third parties or for any other reasonable purpose. You may elect not to receive such communications from us, either at the time you submit the information or at a later time. We may use submitted information to establish and use databases relating to your interests and preferences and we may use overseas service providers to store data including submitted information. To the extent necessary, you consent to our transfer of submitted information overseas for this purpose. We will not sell submitted information to third parties or intentionally disclose submitted information to third parties except to the extent that you have consented to such disclosure.

We will take reasonable steps to implement and maintain security precautions and endeavour to prevent unauthorised access to, disclosure or use of submitted information. However, we are unable to guarantee that unauthorised access to submitted information will not occur, either during transmission of that information or after we receive that information.

If we no longer require submitted information, we will take reasonable steps to permanently destroy or de-identify that information. You acknowledge that our back-up procedures may make it impractical to locate and destroy or de-identify copies of submitted information which are stored off-line or in a form which does not readily permit location and modification of data.

If you submit information to any other site accessed through a link from the site, the privacy principles applying to any information you submit to that site are outside our control. You should check the privacy policies of any other site before submitting information to that site.

We will take reasonable measures to ensure all personal information held about you is accurate, complete and up-to-date. We will correct any errors in the personal information which we collect about you upon receipt of written evidence from you which satisfies us that a correction is required.

We will provide you with access to your personal information on reasonable request and subject to your agreement to pay our access charges if (a) it is practicable for us to do so and we have no other reasonable grounds for refusing access, (b) the request is not frivolous or vexatious, (c) access will not have an unreasonable impact on the privacy of others, (d) the information does not relate to existing or anticipated legal proceedings (other than information accessible through the discovery process), (e) access will not reveal our intentions in relation to any negotiations with you, (f) access is not unlawful (g) denying access is not required or authorised by law, and (h) access will not prejudice any prevention, detection, investigation or prosecution of possible unlawful or improper activity.

We may use cookies. A cookie is a small amount of data that a website places on your computer when you visit it and which may be used to track the pages you have visited. We will not use cookies to identify you personally.

When you visit the site, a range of information relating to your access and use of the site is recorded (collectively called “clickstream data”). We may examine clickstream data to determine the traffic through the server as well as access levels to specific pages. No attempt will be made to identify you personally or your browsing activities from clickstream data except if we or any authority suspect that unauthorised access or use of the site has occurred or may occur or be attempted. In these circumstances, we may gather, use and disclose more extensive information than indicated above regarding access or attempted access to the site for the purposes of prevention, detection, investigation or prosecution.

If you have any privacy concerns or questions, please contact us by email.

Governing law

The site is administered by us from offices in Adelaide, Australia. These conditions and your use of the site and any disputes between you and us shall be governed by and construed in accordance with the laws of the State of South Australia, without giving effect to any principles of conflicts of law. Any legal proceedings arising out of or in connection with the use of the site must be commenced in the appropriate court in the State of South Australia. You are solely responsible for ensuring that your use of the site is not prohibited and complies with your local laws.

Severance

If any provision of these conditions is unlawful, void or for any reason unenforceable, then that provision shall be deemed severed from these conditions and shall not affect the validity and enforceability of any remaining provisions.

Changes to site content and access rights

We may modify the content, nature or accessibility of the site as and when we see fit. These conditions will continue to apply even if you cease to be permitted or able to use the site.

Revision of these conditions

We may revise these conditions at any time by updating this web page. You are bound by such revisions and should therefore regularly revisit this page to review the then current conditions by which you are bound. Your continued use of the site after a revision of these conditions evidences your acceptance of that revision.

Version Date – 26 September 2012