This Terms of Service (TOS) document is an agreement you must accept in order to use the Localised services. It is applicable to users registering as a customer, a supplier, dual accounts or other user accounts that we may create from time to time (such as corporate accounts and partner accounts).
By clicking the “Submit” button presented in the online Localised registration form, you are agreeing to be legally bound by, and to comply with, the TOS without limitation or qualification.
This Agreement is between:
You (customer, supplier, user)
If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, and you are duly authorised to so register and to use the Services, on behalf of such entity.
If you do not have such authority, or if you do not agree with this TOS, you may not use the Service.
You acknowledge that this TOS is a contract between you and Pundit Connect, even though it is electronic and is not physically signed by you and Pundit Connect, and it governs your use of the Service.
The Service comprises an online business-to-business platform (Localised) in which:
A Customer can search for Suppliers,
A Customer can post a request for Expressions of Interest (EOI) from Suppliers for the purchase of goods or services in the future (future procurement)
A Customer can post a request for EOI’s from Suppliers for the purchase of goods or services and invited certain Suppliers to then provide a quote to deliver the goods or services (current projects)
A Customer can request to communicate with a Supplier (in the office, over coffee or over the phone) via the ‘Let’s Talk’ tool.
A Supplier can search for future procurements or current projects
A Supplier can submit an EOI of future procurements or current projects
If invited by a Customer, a Supplier can submit a quote and proposal for a current project
A Supplier can respond to a Customers Let’s Talk request to arrange a meeting
You wish to register for the Service, and to access and use Localised as a Customer or Supplier or both.
Pundit Connect has agreed to provide the Service to You, and to grant You such rights to access and use the Platform as may be necessary for you to use the Service, in accordance with this TOS.
If you are registering as a Supplier You acknowledge and accept that You may only register as a Supplier if You hold all such qualifications, licences and approvals as may be required at law or otherwise to provide specialist professional advice in each Category You select and You are not prevented from providing a service in each Category you select by any contractual, fiduciary or other obligations.
Where you are registering in your capacity as a representative of another entity (including as a principal, partner, director, officer, or employee of a body corporate or partnership), You are duly authorised to so register and to use the Services on behalf of such entity;
You must not during the registration process, nor at any other time in the course of Your use of the Services or the Platform, provide any information, including any User Content, that is false or misleading.
You may only access and use the Services and the Platform via Your unique username and password.
You must take all reasonable measures to keep such username and password, and other account details, safe, secure and secret, and not share them with anyone else, and must prevent unauthorised use of the Services or the Platform.
You must only use the Services and the Platform in good faith and to source Suppliers in respect of bona fide procurements.
Procurement Descriptions, Responses and Engagement
You acknowledge that Pundit Connect is not, nor will it ever be, party to any commercial engagement that results from a connection made between a Customer and a Supplier through Localised.
In no circumstance will a Procurement Description (either future or current), EOI, quote, proposal or any other communication submitted via the platform constitute a contractual obligation on the Customer and Supplier.
The Localised Service is designed to facilitate the connections between Customers and Suppliers on procurement opportunities. It is the obligation of the Customer and the Supplier to undertake due diligence, negotiate fees, and settle contractual arrangements outside of the Platform.
For clarity, a Customer submitting a ‘Let’s Talk’ request to a Supplier in relation to a procurement does not constitute an intention to engage that Supplier on that procurement.
Upon a procurement closing as an active listing in the Localised Platform, any EOI, quote or proposal submitted by a Supplier that has not been responded to by the Customer via a ‘Let’s Talk’ request should be deemed by the Supplier to have been declined by the Customer.
Our Fee and Refunds
In consideration for providing the Service, Pundit Connect reserves the right to charge a Fee to access the services.
At the date of this Agreement, the Service is free for all users
From 1 February 2017 a monthly subscription fee of $9.99 ex GST will be payable by all users. The fee is to be paid by Credit Card at the commencement of each billable month.
Pundit Connect has no obligation to You or to any other person or entity to refund any Fee under any circumstances.
A user can cancel their account at anytime, at which point they can continue to use the Service to the end of the calendar month, in consideration of the subscription having already been paid for that month
Pundit Connect retains the right to implement new Fees and Changes to access the Localised Service, including increasing the subscription rate, offering premium subscription offers and charging fees for new tools and services. Any additional or changed fees and charges take effective from the time we post notice of such Change on the Platform
All fees are calculated in Australian Dollars.
We grant You a non-exclusive licence to access and use the Platform, and all such Content as may be made available to You by us via the Platform (Localised Content), in accordance with this Agreement.
You must not use the Services, the Platform or any Localised Content in a way that in our opinion is inappropriate, abusive, illegal or otherwise, including in any way which:
may impair performance, corrupt content or otherwise reduce the overall functionality of the Platform; or
interferes with the Services to any other person or infringes or is likely to infringe the intellectual property rights of any other person; or
may diminish the reputation of, or goodwill in, Pundit Connect, the Platform or the Services.
You must not modify or alter the Platform or reverse engineer, decompile or disassemble any Content (other than that which You develop or post) in the Platform or otherwise reduce the Platform or any part of it to a human readable form (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be expressly permitted by this Agreement).
You acknowledge that using the Platform or any Localised Content does not give You or any other person any interest in any intellectual property rights which may subsist in the Platform, including in any Content (other than that which You develop or post).
You grant to us a non-exclusive, royalty-free, world-wide, perpetual, irrevocable licence (with the right to grant sub-licences) to use all rights (including Intellectual Property Rights) in any User Content which You develop or post. We may use such User Content developed by You, including the name and logo of any other person or entity mentioned therein, with your prior written consent.
Disclaimer, Limitation of Liability and Indemnities
You acknowledge and agree that:
You are solely responsible for any User Content posted to the Platform, by, or on behalf of, You;
You have relied on your own skill and judgement in deciding to use, and using, the Service and the Platform; and
no representation or warranty has been made or given by Pundit Connect to any person or company on its behalf in relation to the currency and compliance of the Service and the Platform or any consequences or benefits to be obtained from the use of the Service and the Platform and any accompanying documentation.
To the maximum extent permitted by applicable law:
the Service and the Platform are provided "as is" and “as available” and without representation or warranty of any kind;
Pundit Connect disclaims all representations and warranties with respect to the Service and the Platform, whether express, implied or statutory, including any implied warranties of due care and skill, merchantability, satisfactory quality and fitness for any particular purpose; and
Pundit Connect further disclaims any representation or warranty that:
the use of the Service or the Platform will not infringe any third party rights;
the use of the Service or the Platform will be uninterrupted or error-free and that any service will continue to be made available or that defects in the Service or the Platform will be corrected;
the Service and the Platform will be free of hackers, other unauthorised access, denial of service attacks, viruses or other malicious or technologically harmful material or code; or
the Service and the Platform will be compatible or work with any third party software or services;
Pundit Connect is not responsible for any:
failures or interruptions in the provision or operation of communications networks or Internet used to access or use the Service or the Platform;
failures or interruptions in the provision or operation of the Service or the Platform including any failures caused by Pundit Connect’s service providers;
data loss, wrong deliveries or non-deliveries suffered in connection within the Service or the Platform, including any loss or damage to any Data;
any claims, damages, costs, loss, liability or expense arising from any Dispute between an Supplier and a Customer in connection with the Services; or
use of the Service or the Platform by a third party (including any third party who accesses the Platform by using the unique username and password supplied to You);
Pundit Connect will not be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including damages for loss of profits, corruption or loss of data, failure to transmit or receive any data, business interruption or any other commercial damages or losses, arising out of or related to any use of, or inability to use, the Service or the Platform or any third party software in conjunction with use of the Platform or otherwise, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Pundit Connect has been advised of the possibility of such damages.
Privacy and Data
We reserve the right to implement a rating system for Customers and Suppliers based on their activity in the Localised Platform. You agree that your use of any such rating system will be in good faith and will comply with all other applicable provisions of this Agreement.
We may terminate this Agreement or suspend your access to the Service and the Platform at any time and in our sole discretion for any reason whatsoever without notice to you, including, without limitation, if any of the matters described under User Registration are not complied with.
You may terminate this Agreement for any reason whatsoever on 7 days notice.
We may from time to time, modify, enhance or update these Terms or the Service or the Platform, without notice to You.
You acknowledge and confirm that prior to clicking the “Submit” button presented in the online registration form for the Service You have carefully perused all provisions set out in this Agreement, and that this Agreement constitutes the entire understanding between You and Pundit Connect and that it supersedes all proposals, representations and communications, oral or written, between Pundit Connect and you in relation to your use of the Localised Platform.
Any provision of this Agreement which is unenforceable or partly unenforceable in any jurisdiction is, where possible, to be severed to the extent necessary to make this Agreement enforceable. Any such severability does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
This Agreement is governed by the law in force in Victoria, Australia from time to time and the parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia and any courts which may hear appeals from those courts.
Supplier means a person who is in the business of providing good or services, whether as a principal of a firm, director, consultant, sole trader or an employee of a company or partnership or otherwise.
Agreement means the agreement which is created between you and us upon You agreeing to register for the Pundit Connect Service and accepting these terms of service.
Category means the category of goods or services specified or selected by a Supplier during the registration process for the Services from the list made available in Localised.
Content means any information made available, provided or generated within, or in connection with, the Service or the Platform and includes correspondence, statistics, results and reports.
Customer means a person who, or entity which, seeks the goods or services of Supplier in respect of a certain procurement.
Fee means the fee payable to Pundit Connect in respect of a subscription or charge from time to time.
Platform means the Localised online platform on which the Service is provided and includes any software code (including object code and source code) which runs or forms part of the Platform.
Procurement means the description provided in listing either a ‘Future Procurement’ or a project for which a Customer would like to get quotes.
Localised Content means Content developed, or posted to the Platform, by, or on behalf of, Pundit Connect, including any user instructions or guidelines.
Service means the Service described in this agreement.
User Content means any Content posted to the Platform, by, or on behalf of, You in connection with your use of the Services or the Platform.
In this Agreement, the following rules of construction apply.
(a) Headings are for convenience only, and do not affect interpretation.
(b) The singular includes the plural and vice versa;
(c) A gender includes all other genders;
(d) If a word or phrase is defined its other grammatical forms have the corresponding meaning;
(e) No rule of construction will apply to a clause to the disadvantage of a party merely because that party proposed the clause or would otherwise benefit from it.
(f) The words includes and including are not words of limitation.