DBM SYSTEMS PTY LIMITED
TERMS AND CONDITIONS
| 1. | General |
| 1.1 | DBM Systems Pty Limited ACN 082 282 844 ("DBM Systems") grants you access to the AudioNET® system at www.audionet.com.au ("the Website") for the purpose of sending or receiving audio, video and data files in digital electronic form ("the Services") on these terms and conditions. |
| 1.2 | In accessing, viewing or otherwise using the Website and the Services you agree to be bound by these terms and conditions. |
| 2. | Intellectual property |
| 2.1 | Subject to the intellectual property rights of third parties, all Website content and materials are subject to copyright and may only be used with a licence from DBM Systems. |
| 2.2 | AudioNET® is a registered trade mark of IN2MEDIA Pty Ltd, DBM Systems uses the AudioNET® trade mark under licence. |
| 3. | Fee |
| 3.1 | Whether fees are payable by you depends on whether you are a sender of audio, video and data files ("Sender") or a receiver of audio and data files ("Receiver"). |
| 3.2 | Fees are only payable by you if you are a Sender. |
| 3.3 | The fee amount will depend on whether the Recipient is a broadcaster (such as a radio station) or non-broadcaster (such as a production studio or advertising agency). |
| 3.4 | The fee in respect of files sent to broadcasting Recipient is termed a Radio Station Delivery fee. The currently rate for the Radio Station Delivery fee is available by contacting AudioNET Support on support@audionet.com.au or calling 1800 003 155. |
| 3.5 | The fee in respect of files sent to a non-broadcasting Recipient is termed an AudioNET+ Delivery fee. The currently rate for an AudioNET+ Delivery fee is available by contacting AudioNET Support on support@audionet.com.au or calling 1800 003 155 |
| 3.6 | For the purpose of clauses 3.4 and 3.5, a "delivery" refers to any number of audio, video and/or data files which are sent by the Sender in respect of one client of the Sender. |
| 3.7 | Senders only pay for deliveries which are sent and will be billed in arrears with 30 days to pay. |
| 4. | Late payment of fee |
| If a Sender has not paid the fee for deliveries within 60 days of the date of the bill issued by DBM Systems (the "due date") then the Sender must pay to DBM Systems: | |
| (a) | interest on any overdue amount, calculated daily from the due date at the rate which is fixed (at the time of the due date) under section 2 of the Penalty Interest Rate Act 1983 (Vic) per year, from the due date until the date of payment; |
| (b) | a AU$5.00 per calendar month (or part thereof) account keeping fee calculated from the due date until the date on which the last of the overdue amount and interest is paid pursuant to clause 4(a); and |
| (c) | all reasonable costs incurred by DBM Systems in recovering any overdue amounts including but not limited to debt collection or legal costs. |
| 5. | Term |
| Subject to clause 10, you are granted access for an indefinite term. | |
| 6. | Variation |
| DBM Systems may, at its discretion, vary or modify these terms and conditions at any time without providing you with notice. By subsequently accessing or using the Website you will be taken to have accepted those modifications. | |
| 7. | Password |
| 7.1 | A password and user name will be issued to you by DBM Systems. |
| 7.2 | The password may be disclosed to any other person provided you first obtain the written consent from DBM Systems. |
| 7.3 | You agree to accept a new password whenever you are required to by DBM Systems. |
| 7.4 | You agree to notify DBM Systems immediately upon becoming aware of the password being disclosed to any other person otherwise than in accordance with clause 6.2. |
| 8. | No warranty and limitation of liability |
| 8.1 | DBM Systems will endeavour to achieve reliability and accuracy in the Website and Services wherever possible. However, to the extent permitted by law, DBM Systems does not give any warranty that the Website or Services will be reliable or accurate. |
| 8.2 | To the extent permitted by law, DBM Systems does accept any responsibility arising from negligence or errors in or omissions from the information on the Website or relating to the Services. |
| 8.3 | DBM Systems does not accept liability for any loss or damage, however caused, as a result of you or any other person relying on any information obtained from the Website or the Services. |
| 8.4 | DBM Systems does not guarantee that the Services or information provided or accessed under the Website will be: |
| (a) | uninterrupted or error free; |
| (b) | free from external intruders or hackers, unauthorised viruses or worm dissemination; or |
| (c) | accurate, reliable or fit for any particular purpose. |
| 8.5 | DBM Systems will not, to the extent permitted by law, be liable for any loss or damage caused to you by: |
| (a) | disclosure of the password to any person other than DBM Systems otherwise than in accordance with clause 6.2; |
| (b) | any costs, claims, loss or damage of any kind resulting from you acting fraudulently or negligently; |
| (c) | any breakdown of or interruption in your access to the Website or the Services due to circumstances beyond DBM Systems' control; |
| (d) | any corruption of data and any breakdown, interruption or error to your computer, computer network or computing equipment as a result of using the Website or the Services or as a result of software being downloaded to your or another's computer; and |
| (e) | the failure of the Website or the Services to perform any function which DBM Systems has said it will perform. |
| 8.6 | If DBM Systems breaches a term or condition, its liability to you is limited, at DBM Systems' discretion, to: |
| (a) | resupplying the Services; or |
| (b) | paying the cost of having the Services provided again. |
| 9. | GST |
| 9.1 | All amounts expressed in this Agreement are expressed as being GST exclusive. |
| 9.2 | DBM Systems may charge you GST at the prevailing rate. |
| 9.3 | Where the Services provided under this Agreement are a taxable supply under the GST Act, the fees charged by DBM Systems for the Services represent the GST exclusive value of the supply and you must, in addition, pay DBM Systems the GST payable in respect of the supply. |
| 10. | Privacy |
| In handling personal information, DBM Systems will comply with the provisions of the Privacy Act 1988 (Cth). If you would like more information, DBM Systems' privacy statement may assist you. | |
| 11. | Termination |
| DBM Systems may deny you access to the Website or the Services if you breach any of these terms and conditions and fail to remedy such a breach within 14 days after receiving written notice of the breach by DBM Systems. | |
| 12. | Entire agreement |
| These terms and conditions are the entire agreement between you and DBM Systems in relation to the Website and the Services and they supersede all other communications. | |
| 13. | Jurisdiction |
| 13.1 | Regardless of the where the Website is accessed, it shall be governed by the laws of Victoria and Australia. |
| 13.2 | Both DBM Systems and you agree to be bound by the jurisdiction of the Victorian and Australian courts in connection with all things concerning the Website and the Services. |