In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean The Global Editor (ACN 671700413).
These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: [email protected]
OUR DISCLOSURES
Please read these Terms carefully before you accept. We draw your attention to the fact that:
● we will handle your personal information in accordance with our privacy policy, available on our website;
● subject to your Consumer Law Rights:
o (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again;
o our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the fees paid for our Services in the preceding 12 months;
o we will not be liable for Consequential Loss or delays or failures in performance caused or contributed to by an event or circumstance beyond our reasonable control;
● we may amend these Terms at any time, by providing written notice to you, and by clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us;
● where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us, and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 1.1; and
● we may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform.
These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.
1. Engagement and Terms
1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).
1.2 You must be at least 18 years old to use our Platform.
1.3 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.
2. Our Services
2.1 We offer the following services:
(a) reviewing and editing of any literary or academic work you submit by email or on the Platform in accordance with our Quote (the Works); and
(b) access to our Platform.
(collectively, our Services).
2.2 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Website/Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 1.1.
3. Account
3.1 You may sign up for an Account in order to access and use our Website/Platform.
3.2 While you have an Account with us, you agree to:
(a) keep your information up-to-date (and ensure it remains true, accurate and complete);
(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
3.3 We may suspend your access to our Website/Platform where we reasonably believe there has been any unauthorised access to or use of our Website/Platform (such as the unauthorised sharing of login details for our Website/Platform). If we suspend your access to our Website/Platform, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to the Website/Platform and our Services will end.
3.4 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Website/Platform or delays to the provision of the Services.
4. Quotes & Payments
4.1 You will provide us with your Works via the Website/Platform or by email, and we will provide you with a quote and scope of work for our services (Quote).
4.2 You must pay us the Quote in full prior to us supplying the Services, using the payment method set out on the Quote, or as otherwise agreed between the parties. Payment of the Quote will be considered acceptance of these Terms.
4.3 We reserve the right to refuse any request for Services or a Quote for any reason, prior to you making payment of the Quote.
4.4 You must not pay, or attempt to pay, any fees due under these Terms or the Quote by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.
4.5 Late Payments: If any alternative fee payment to clause 4.2 is reached by agreement between the parties, should any fees due as a result of your use of our Services not be paid on time, we may:
(a) suspend your access to our Services (including access to our Website/Platform); and
(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
4.6 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
5. Warranties and Representations
5.1 You represent, warrant and agree:
(a) that you (and to the extent applicable, your personnel) will provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services in a timely manner;
(b) that the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent;
(c) that all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
(d) to comply with these Terms and all applicable laws; and
(e) to comply with our reasonable requests or requirements.
5.2 You acknowledge and agree that we cannot guarantee an outcome or result based on the Work or our Services.
6. Website/Platform Licence
6.1 While you have an Account, we grant you a right to use our Website/Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.
6.2 You must not:
(a) access or use our Website/Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) interfere with or interrupt the supply of our Website/Platform, or any other person’s access to or use of our Platform;
(c) introduce any viruses or other malicious software code into our Website/Platform;
(d) use any unauthorised or modified version of our Website/Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Website/Platform;
(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(f) use our Website/Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
(h) access or use our Website/Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
7. Intellectual Property and Data
7.1 We own all intellectual property rights in our Website/Platform. This includes how our Website/Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Website/Platform.
7.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
7.3 We do not own any of Your Data or Works, but when you enter or upload any of Your Data or Works into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data or Works while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data or Works (or disclose it to third party service providers) to:
(a) supply our Services to you (for example, to review and edit your Works, and enable you to access and use our Services), and otherwise perform our obligations under these Terms;
(b) diagnose problems with our Website/Platform;
(c) improve, develop and protect our Website/Platform;
(d) send you information we think may be of interest to you based on your marketing preferences;
(e) perform analytics for the purpose of remedying bugs or issues with our Website/Platform; or
(f) perform our obligations under these Terms (as reasonably required).
7.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data and Works by us may occur of various networks, and may be transferred unencrypted.
7.5 You are responsible for (meaning we are not liable for):
(a) The integrity of Your Data and Works on your systems, networks or any device controlled by you; and
(b) backing up Your Data and Works.
7.6 When you use our Platform, we may create anonymised statistical data from Your Data and usage of our Platform (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Platform, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
7.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.
8. Confidential Information and Personal Information
8.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
8.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
8.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available at [here], and applicable privacy laws.
8.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
8.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
9. Consumer Law Rights
9.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.
9.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
9.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
10. Liability
10.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
(b) any use of our Services by a person or entity other than you.
10.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
(a) neither we or you are liable for any Consequential Loss;
(b) a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the fees paid for our Services in the preceding 12 months.
11. Termination
11.1 We may terminate these Terms (meaning we will stop reviewing your Work, you will lose access to our Platform, including access to your Account) if:
(a) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
(b) you breach these Terms and that breach cannot be remedied; or
(c) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
11.2 You may terminate these Terms if:
(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
(b) we breach these Terms and that breach cannot be remedied.
11.3 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 12.8), and termination will take effect immediately.
11.4 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.
11.5 Termination of these Terms will not affect any other rights or liabilities that we or you may have.
12. General
12.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
12.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
If the Dispute is not resolved at that initial meeting:
(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Brisbane, Queensland, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
12.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
12.4 Governing law: These Terms are governed by the laws of Queensland, and any matter relating to these Terms is to be determined exclusively by the courts in Queensland and any courts entitled to hear appeals from those courts.
12.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
12.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
12.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
12.8 Notices: Any notice you send to us must be sent to [email protected] . Any notice we send to you will be sent to the email address registered against your Account.
12.9 Survival: Clauses 7 to 11 will survive the termination or expiry of these Terms.
12.10 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.
13. Definitions
13.1 In these Terms:
Account means an account accessible to the individual or entity who signed up to our Platform.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Platform means our website, available at [The Global Editor].
Services means the services we provide to you, as detailed in clause 2.1.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.