User Agreement

Use of GroupQuality™ is conditional upon you (“the User”) agreeing to the terms of this Agreement. Choosing “I accept the terms and conditions of this Agreement” when installing GroupQuality™ shall be deemed to be your acceptance of the terms of this Agreement. If you do not agree, choose “do not accept” and do not proceed to install or use GroupQuality™ and contact GQtool Pty Ltd ABN 77 144 871 036 (“GroupQuality”) to arrange for any applicable refund.

Operative Part
  1. Definitions
    1. In this Agreement, unless inconsistent with the context:
      1. Agreement means this Agreement, its recitals, provisions and any schedule of this Agreement.
      2. Confidential Information includes information which relates to GroupQuality™ including account details, passwords and activation codes.
      3. Clause means a clause of this Agreement.
      4. Confidential User Information means information which relates solely to User’s business.
      5. Duration means initially a 14 day Trial Period but upon payment of the amount specified in an invoice issued by GroupQuality the Duration shall be extended for the period specified in that invoice.
      6. Fees means in the case of:
        1. Project 30 Day:
          1. Tools priced in advance which remains valid for use for 30 days from purchase by credit card in advance and which period may be extended upon request and at GQTool’s sole discretion.
        2. Annual:
          1. Tools priced per annum payable in advance by way of annual payments commencing on the expiration of the Trial Period; or
        3. published fees and payable timings of GroupQuality as amended from time to time.
      7. Force Majeure means an act, omission or circumstance over which GroupQuality could not have reasonably exercised control including telecommunication failures.
      8. Intellectual Property Right includes any right arising from or capable of arising from the: Circuits Layout Act 1989 (Cth); Copyright Act 1968 (Cth); Designs Act 2003 (Cth); Patents Act 1990 (Cth); Trade Marks Act 1995 (Cth); any similar legislation outside the Commonwealth of Australia; any similar unregistered right and Confidential Information.
      9. Interest Rate means the rate of 10% per annum calculated monthly in arrears and added to the outstanding sum.
      10. Party and Parties means a Party to this Agreement and their respective successors, trustees and permitted assigns.
      11. Sub-clause means a Sub-clause of this Agreement.
      12. Taxes includes taxes, duties and government charges, Fees, levies, any penalty for not paying same and any liability for same.
      13. Trial Period means 7 days.
  2. Interpretation
    1. In this Agreement, unless inconsistent with the context:
      1. Words denoting a person shall include corporations, statutory corporations, partnerships, joint ventures, associations, boards, governments or semi-government agencies or authorities.
      2. Words denoting the singular number shall include the plural number and vice versa.
      3. Words denoting any gender shall include all other genders.
      4. A reference to a statute or a regulation also refers to any statute or regulation amending, or consolidating or re-enacting same.
      5. Money references are references to Australian currency.
      6. A reference to “includes”, “including” or “inclusive” is to be construed as being a reference to “includes, without limitation”, “including, without limitation”, and “inclusive, without limitation” respectively.
      7. Headings used in this Agreement are for convenience and ease of reference only, and are not part of this Agreement and shall not be relevant or affect the meaning or interpretation of this Agreement.
      8. Every obligation express or implied into this Agreement and entered into by more than one Party shall bind them jointly and each of them severally.
      9. Every right express or implied into this Agreement granted in favour of one more or Parties shall be for the benefit of each of them jointly and severally
      10. A provision of this Agreement shall not be construed adversely to the Party that drafted it.
      11. If any provision or part provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force apart from such provision or part provision which shall be deemed deleted.
      12. No remedy, expressly granted to GroupQuality excludes or shall be deemed to exclude or modify any other right or remedy which would otherwise be available to GroupQuality.
  3. User’s Right to Use GroupQuality
    1. Subject to the terms of this Agreement GroupQuality grants User a revocable non-exclusive right to logon and use GroupQuality™ for the Duration.
    2. GroupQuality shall, from time to time, provide access codes to permit User to use GroupQuality™.
    3. User accepts that his or her right to use Group Quality™ may be suspended or limited in whole or part at any time by a facilitator in his or her sole discretion.
  4. Customer’s Responsibilities
    1. User shall:
      1. keep its User accounts, passwords and activation codes details confidential and not disclose same to any other Party. User shall be responsible for all use of same whether authorised by User or not. Should any such disclosure occur User shall report same to GroupQuality in writing as soon as possible;
      2. comply with GroupQuality’s Reasonable Use Policy which may be updated and changed from time to time and is currently located at http://groupquality.com/privacy-policy/;
      3. provide equipment which GroupQuality considers suitable to use GroupQuality™;
      4. comply with GroupQuality’s Publishing Policy which may be updated and changed from time to time and is currently located at http://groupquality.com/privacy-policy/;
      5. apply, without delay, all updates issued by GroupQuality from time to time to which it is entitled;
      6. backup its data wherever same is stored;
      7. agree to and comply with the terms and conditions of any third Party software or services supplied by GroupQuality or made available with GroupQuality and or not use such third Party software and services;
      8. comply with all applicable laws;
      9. conduct all appropriate virus and security checks;
      10. ensure that its customers, employees, sub-contractors and other agents who have authorised access to GroupQuality™ are made aware of the terms of this Agreement;
      11. supervise and control the use of Group Quality™ in accordance with the terms of this Agreement;
      12. immediately advise GroupQuality in writing upon it becoming aware of any person using GroupQuality™ who is not authorised by GroupQuality to do so; and
      13. train its staff in the use of GroupQuality™ and the internet;
    2. User shall not:
      1. copy, reproduce, translate, adapt, vary, modify, decompile, disassemble, reverse engineer, create derivative works of, sub-license, rent, lease, loan or distribute GroupQuality™ other than as expressly authorised by this Agreement;
      2. engage in password sharing, remote desktop access or port aggregation without the express permission of GroupQuality;
      3. install, upload or execute any computer programs which have not been checked and are not expressly specified by GroupQuality as suitable;
      4. interfere with the network or disrupt any other user, service or equipment;
      5. permit any act which infringes the Intellectual Property Rights which subsist in GroupQuality™ and which belong to GroupQuality.
      6. provide or otherwise make available GroupQuality™ in any form to any other person;
      7. use GroupQuality™ for any illegal, unauthorised or dangerous purpose including unsolicited commercial e-mail;
      8. use GroupQuality™ for or in connection with a service bureau operation; or
      9. use GroupQuality™ to publish any material for which it is not the Intellectual Property Right owner or licensed by the Intellectual Property Right owner or is defamatory.
  5. GroupQuality’s rights
    1. GroupQuality may, whilst being under no obligation to do so and at its sole discretion, without notice or giving any reason or incurring any liability for doing so:
      1. delete, remove or refuse to publish any material which is, in its sole opinion, without limitation,:
        1. dangerous;
        2. found in an unauthorised area;
        3. excessive in volume;
        4. unauthorised;
        5. uncollected for an excessive period;
        6. unlawful;
        7. in breach of GroupQuality’s Reasonable Use or Publishing Policy; and
      2. take action if it suspects that malicious, illegal or unacceptable usage of GroupQuality™ is occurring or has occurred, including destruction or disposal of User’s access passwords.
  6. Disclaimer & Acknowledgments
    1. User acknowledges that:
      1. The management of online groups is a complex area and GroupQuality™ is not designed as a substitute in any way for professional advice in relation to same. User shall obtain appropriate professional advice before using GroupQuality™;
      2. supplied with Group Quality™ are certain notes and instructions and a failure to follow those instructions or notes carefully could result in the group not working properly;
      3. whilst Group Quality™ may be used by persons without a detailed knowledge of computers, GroupQuality™ is designed to be used by persons who are familiar with online groups.
      4. Group Quality™ does not necessarily comply with any standard or legislation;
      5. Group Quality™ is licensed on the strict understanding that, subject to the warranties below, GroupQuality is not responsible for the actions of any participant within a group nor the outcome of any group activities;
      6. GroupQuality cannot and does not warrant that Group Quality™ shall be available 24 hours a day or that any defect shall be corrected within a specific time frame;
      7. Group Quality™ is not necessarily secure, virus free or without defect; and
      8. GroupQuality is not responsible for:
        1. ensuring that GroupQuality™ is suitable for User’s requirements or fit for any purpose;
        2. any interruption to GroupQuality™ due to equipment failure, the need for routine maintenance, peak demand etc;
        3. the supply or maintenance of User’s equipment, software or telephone lines;
        4. monitoring, controlling or ensuring the accuracy, appropriateness or content of any information on the internet and does not do so; and
        5. any software available on the internet or supplied by third Parties.
  7. Support
    1. GroupQuality may, from time to time, make available various support services and other assistance in relation to Group Quality™.
    2. Should User wish to use such services then User shall pay the then published rate of GroupQuality in relation to such services. Such services are supplied pursuant to the terms and conditions set out in this Agreement.
  8. Intellectual Property Rights
    1. GroupQuality retains all the Intellectual Property Rights in GroupQuality™ and the trade mark GroupQuality.
    2. User shall retain the Intellectual Property Rights in all materials supplied by User to GroupQuality, however, nothing in this Sub-clause grants User the right to download any Confidential User Information until all Fees are paid in full. Further, once this Agreement expires whether by reason of expiration of the Trial Period or otherwise then User shall have no rights to download any Confidential User Information.
  9. Confidential Information
    1. To the extent that Confidential Information is not in the public domain (other than by way of breach of this Agreement) and is not known by the User at the time of disclosure, User:
    2. shall:
      1. keep such information confidential;
      2. take all necessary precautions to prevent any disclosure of Confidential Information to unauthorised third Parties; and
      3. inform GroupQuality of any suspected or actual disclosure of Confidential Information; and
    3. shall not, without the express written consent of GroupQuality:
      1. directly or indirectly divulge or communicate or otherwise disclose any Confidential Information, in whole or part to any third Party;
      2. use any Confidential Information, other than for the express purpose set out in this Agreement; or
      3. remove or cause to be removed from GroupQuality’s, or their business partners’ premises or systems any Confidential Information.
    4. This Clause shall survive the termination of this Agreement.
  10. Confidential User Data Information
    1. To the extent that Confidential User Information is not in the public domain (other than by way of breach of this Agreement and is not known by GroupQuality at the time of disclosure, GroupQuality:
      1. shall keep such information confidential;
      2. shall not, without the express written consent of User:
        1. directly or indirectly divulge or communicate or otherwise disclose Confidential User Information, in whole or part to any third Party; or
        2. use Confidential User Information for its own purposes.
    2. Nothing in Sub-clause 10.1 applies to any top level system accumulated usage data of User’s account activities. To the extent that User may have any rights in relation to such usage data (which is not admitted), User hereby grants Group Quality an exclusive royalty free worldwide licence to exploit any rights subsisting in relation to such usage data.
    3. This Clause shall survive the termination of this Agreement.
  11. Fees
    1. User shall pay GroupQuality the Fees without withholding, deduction or offset of any amounts for any purpose. Fees are only payable by those Users who separately from this Agreement agree to pay same.
    2. GroupQuality may increase the Fees at any time upon 90 days’ notice. However, such increase shall not apply until the then current plan expires.
    3. An account rendered by e-mail or otherwise by GroupQuality shall be prima facie evidence for a Court of the provision of the items referred to in same to User by GroupQuality.
  12. Tax
    1. Unless expressly stated to the contrary and to the extent permitted by law:
      1. the Fees are exclusive of all Taxes which may arise in relation to the subject matter of this Agreement;
      2. User shall immediately pay any applicable Taxes to GroupQuality; and
      3. User shall indemnify and keep indemnified GroupQuality from payment of the Taxes and any penalties arising from non-payment of same.
  13. Interest
    1. User shall pay GroupQuality interest at the Interest Rate on all overdue amounts from the due date until payment is made.
  14. Suspension of Obligations
    1. If User breaches any provision of this Agreement GroupQuality may, without further notice to User,
      1. suspend all its obligations to User under this Agreement;
      2. disable Group Quality™ using time out codes, remote access or other technological measures; and or
      3. withdraw any discount which was otherwise applicable to the Fees.
  15. Force Majeure
    1. GroupQuality shall not be liable for any delay or failure to perform its obligations if such a failure or delay is due to Force Majeure.
  16. Limited Warranty
    1. GroupQuality shall supply GroupQuality™ with all due care and skill.
    2. GroupQuality shall re-supply Group Quality™ which are not supplied in accordance with this Clause provided that User notifies GroupQuality of same within a reasonable time. This remedy shall be User’s sole and exclusive remedy for breach of this Agreement or any other cause of action against GroupQuality.
  17. Limitation of Liability
    1. To the extent permitted by law and except as expressly provided to the contrary in this Agreement, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this Agreement or to this Agreement generally, are excluded. Where legislation implies in this Agreement any condition or warranty and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or the exercise of or liability under such term, such term shall be deemed to be included in this Agreement. However, the liability of GroupQuality for any breach of such term shall be limited, at the option of GroupQuality, to any one or more of the following: if the breach related to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and if the breach relates to services the supplying of the services again; or the payment of the cost of having the services supplied again.
    2. To the extent permitted by law and except as expressly provided to the contrary in this Agreement, GroupQuality shall not be under any liability (contractual, tortious or otherwise) to User in respect of any loss or damage (including consequential loss or damage) howsoever caused, which may be suffered or incurred or which may arise directly or indirectly in respect to the supply of goods or services pursuant to this Agreement or an act, failure or omission of GroupQuality.
    3. User warrants that it has not relied on any representation made by GroupQuality or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by GroupQuality.
  18. Indemnity
    1. To the extent permitted by law, User shall release, indemnify and keep indemnified GroupQuality, its officers, employees and agents, against any injury, death, damage, loss, costs (including legal costs on an indemnity basis), expenses, interest, taxes or liability whether direct or indirect and whether sustained by GroupQuality, GroupQuality’s officers, employees and agents, User’s officers, employees and agents or a third Party arising out of:
      1. a breach of this Agreement by User;
      2. any wilful, unlawful or negligent act or omission of User, its officers, employees or agents;
      3. any injury suffered by User’s officers, employees or agents; and
      4. the discharge of User’s obligations pursuant to this Agreement.
    2. This indemnity applies regardless of whether or not legal proceedings are instituted.
    3. This indemnity applies to any payment, settlement, compromise or determination regardless of whether same is authorised by User or not.
    4. It is not necessary to incur any expense or make any payment before enforcing any right of indemnity under this Agreement.
    5. This Clause survives termination of this Agreement.
  19. Waiver
    1. No right of GroupQuality under this Agreement shall be deemed to be waived except by notice in writing signed by GroupQuality. Any such waiver shall be limited to its express terms.
    2. Any failure by GroupQuality to enforce any provision of this Agreement, or any forbearance, delay or indulgence granted by GroupQuality shall not be construed as a waiver of GroupQuality’s rights.
  20. Survival
    1. The provisions of this Agreement which are capable of having effect after the expiration of this Agreement shall remain in full force and effect following the expiration of this Agreement.
  21. Assignment, Novation and Sub-Contracts
    1. User shall not sub-contract, sub-licence, assign or novate, in whole or part, any entitlement or obligation under this Agreement without the prior written consent of GroupQuality.
    2. GroupQuality may:
      1. sub-contract for the performance or part performance of this Agreement; and
      2. assign this Agreement to a third Party without notice and in such circumstances, GroupQuality’s rights and obligations under this Agreement shall be immediately terminated upon assignment.
  22. Notices
    1. Notices under this Agreement may be delivered by hand, by mail or by facsimile.
    2. Notices shall be deemed given in the case of:
      1. hand delivery, upon written acknowledgment of receipt by an officer or other duly authorised employee, agent or representative of the receiving Party;
      2. email, immediately upon acceptance of same from a machine outside the control of the sender;
      3. posting, 3 days after dispatch; and
      4. facsimile, upon completion of transmission.
  23. Early Termination
    1. If User accepts an offer from GroupQuality which is for a fixed period and before that fixed period has expired terminates this Agreement then User shall pay GroupQuality by way of liquidated damages the full amount remaining to be payable for that fixed period.
    2. The Starter, Professional and Enterprise Plans are fixed for 12 months.
    3. The Parties agree that amount is a genuine pre-estimate of the loss or damage which GroupQuality would suffer in such circumstances.
  24. Termination
    1. GroupQuality may terminate this Agreement immediately if:
      1. any payment due from User to GroupQuality remains unpaid for a period of 14 days;
      2. User breaches any provision of this Agreement and such breach is not remedied within 14 days of notice by GroupQuality;
      3. User becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
      4. User, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
      5. User being a natural person, dies; or
      6. User ceases or threatens to cease conducting its business in the normal manner.
    2. In addition to terminating this Agreement, GroupQuality:
      1. may disable User’s access to GroupQuality™;
      2. may retain any moneys paid;
      3. may charge a reasonable sum for any un-invoiced items;
      4. shall be regarded as discharged from any further obligations under this Agreement;
      5. shall be under no liability to User for damages or compensation or any other payment whatsoever;
      6. may immediately erase all Confidential User Information stored by GroupQuality; and
      7. may pursue any additional or alternative remedies provided by law.
  25. Entire Agreement
    1. Unless stated expressly to the contrary in this Agreement:
      1. this Agreement constitutes the entire Agreement between the Parties for the subject matter referred to in this Agreement. Any prior arrangements, Agreements, representations or undertakings are superseded;
      2. this Agreement is not to be construed as creating a joint venture, partnership or agency situation between the Parties. No Party may represent that there exists such a relationship between the Parties;
      3. no Party may bind another Party to any Agreements, arrangements, contracts or understanding or represent that they have such authority; and
      4. no modification or alteration of any provision of this Agreement shall be valid except in writing signed by each Party save that GroupQuality may on 30 days notice change any term of this Agreement and in such a case User may terminate this Agreement during that notice period without further obligation..
  26. Governing Law
    1. This Agreement shall be governed by and construed according to the law of Tasmania, Australia
    2. The Parties irrevocably submit to the exclusive jurisdiction of the Courts of Tasmania and the Commonwealth of Australia. Any proceedings in a Commonwealth Court shall be commenced in Tasmania.