Registration

This agreement is made between CRS Creative Recreation Solutions Pty Ltd (CRS) and the user of CRS’ KliX Customer Portal (User).

1. CRS operates the KliX Customer Portal (Portal), which holds Confidential Information, including exclusive products that are a result of extensive research, development and investment and that are not available to the public.
2. The User wishes to access the Portal.
3. CRS has agreed to grant the User access to the Portal on the terms and conditions set out in this Agreement.

• Definitions and interpretation
  • Definitions

Account means any account used by a User to access the Portal for which the User has a username and password.

Client means a client of the User to whom the User wishes to present any of the Content as part of the User’s Tendering Process.

Confidential Information means all information and Content supplied by CRS on the Portal, excluding information that is already part of the public domain other than through a breach of this Agreement.

Content includes but is not limited to any and all products, designs, imagery including 3D imagery, DWG files, specifications, costs, price lists and other content in any medium supplied on the portal.

CRS means CRS Creative Recreation Solutions Pty Ltd ACN 129 278 299.

GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax.

Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

Moral Rights has the meaning given under the Copyright Act 1968 (Cth) and includes any similar rights existing in other countries.

Portal means the KliX Customer Portal, being the website operated by CRS whereby Users may log in to access Confidential Information.

Quote means any quote emailed by CRS to the User in response to a request made by the User via the Portal for the provision of any goods or services offered by CRS.

Tendering Process means the process by which the User is proposing its services to a Client, including by way of providing design proposals and cost estimates through presentations, specifications, quotations, tender submissions or any other direct communication with the Client.

Third Party means any third party, including but not limited to any person, organisation or entity who is not a party to this Agreement.

User means any person, organisation or entity who accesses the Portal.

User Information means any usernames, passwords, security questions and answers and any other information that a User may use to log in to the Portal from time to time.

• Agreement
  • By selecting the ‘I agree’ box under these Terms and Conditions, the User agrees to be bound by this Agreement in relation to its use of the Portal and the Content therein.
• Permitted Use of Content
  • The User may only use the Portal and Content for the limited purposes set out at clause 2.
  • The User is permitted to use the Content for the following purposes and subject to the conditions in clause 3:
    • To view the Content only for the purposes of determining whether the User wishes to use any of the products offered by CRS for its own use or in its own Tendering Process;
    • To assess costs and price lists only for the purposes of determining whether the User wishes to use any of the products offered by CRS for its own use or in its own Tendering Process; and
    • To download the content only for the purposes of applying the content to its own designs to be used in the User’s Tendering Process; and
    • To permit Clients to view the Content only once the Content has been applied to the User’s designs.
  • In using the Content for the limited purposes set out at clause 2 above, the User must include the name ‘KliX Play Structures (KliX)’ and the corresponding KliX product code so that both the name and code are visible to the Client.
• Quotes
  • The User may use the Portal to submit a request for a Quote from CRS for any goods or services displayed on the Portal.
  • The User acknowledges that any Quote issued by CRS in response to a request for a Quote submitted through the Portal shall be exclusive of GST, packaging, delivery or installation costs and shall only be valid for a period of 90 days.
• Obligation of Confidentiality
  • In consideration of CRS allowing the User to have access to the Confidential Information, the User agrees that it will keep and will ensure that its employees and agents keep confidential the Confidential Information unless and until the parties agree that the Confidential Information is in the public domain other than by a breach of this agreement.
  • If the User is uncertain as to whether any information is Confidential Information, the User will treat the information as if it were Confidential Information and as not being in the public domain unless and until CRS agrees in writing that the information is in the public domain.
• Duties of the User
  • The User must:
    • Keep confidential all User Information for all Accounts;
    • Log off from all Accounts after use;
    • Take all reasonable precautions to maintain the confidentiality of and prevent the disclosure or unauthorized use of the Confidential Information;
    • Immediately report any suspicious or unauthorised use of the Confidential Information, User Information or Accounts to CRS;
    • delete or otherwise remove the Content from any devices or online servers to which the Content was downloaded as soon as reasonably practicable after the Content has been used in accordance with clause 2.
    • Ensure that its employees and agents do not:
      • disclose any of the Confidential Information to any other person without the prior written consent of the Disclosing Party; or
      • use any of the Confidential Information otherwise than for the permitted uses specified at clause 2.
    • The User must not:
      • use the Content for any purpose or in any manner other than as set out in clause 2;
      • permit any third party to use the Content other than as set out in clause 2;
      • permit any person or entity to link to any page containing any of the Content (including via a hyperlink or RSS fees) without CRS’ written consent;
      • use the Content in any way that could damage the reputation of CRS or the goodwill or other rights including Moral Rights associated with the Content;
      • alter or modify the Content in any way prior to or during its use for any of the permitted uses specified at clause 2.
    • In the event that the User alters or modifies the Content in any manner, all warranties provided by CRS with respect to that Content will immediately cease to operate with respect to that Content.
  • Acknowledgements
    • The User acknowledges that:
      • the prices and products displayed on the Portal are not final quotes or a promise by CRS to sell the products at that price or with those exact specifications or materials, and may be subject to change at any time at the discretion of CRS; and
      • the prices displayed on the Portal are exclusive of GST, packaging, delivery and installation costs.
    • Intellectual Property Rights
      • Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights
      • The User:
        • Acknowledges that CRS owns all Intellectual Property Rights in the Content;
        • Will not directly or indirectly do anything that would or might invalidate or put in dispute CRS’ title in the Content; and
        • Must comply with CRS’ reasonable usage guidelines and directions with respect to the Content as notified to the User from time to time, including any requests made by CRS to remove or dispose of any copies of the Content which the User may be in possession of, even for purposes allowed by this Agreement.
      • All use of the Content, including all goodwill arising from such use, will accrue solely to the benefit of CRS.
      • If any person makes any claim alleging that any of the Content (or use of the Content) infringes any Intellectual Property Rights or Moral Rights of any person, the User must;
        • Promptly notify CRS in writing;
        • Not make any admissions or take any action in relation to the claim without CRS’ written consent;
        • Permit CRS control over any and all investigations, negotiations, settlement and dispute resolution proceedings relating to the claim; and
        • Cooperate with, assist and act at all times in accordance with the reasonable instructions of CRS, in relation to the claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.
      • Liability
        • To the full extent permitted by law, CRS expressly excludes all liability in respect of any warranties and other terms which might otherwise be implied by statute, common law or the law of equity and must not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of the Portal and any Content or other materials posted on the Portal, including the removal of any Content from the Portal, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.
        • The User may have non-excludable consumer guarantees and other consumer protection provisions set out in the Australian Consumer Law.
      • Termination of Access
        • CRS may terminate or suspend access to the Portal via any Account at any time without providing an explanation or justification for the termination or suspension.
        • CRS will have no liability for any loss, damages or other costs of any kind arising as a consequence of the termination or suspension of access to the Portal.
      • General
        • Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.
        • If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
        • Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.
        • This Agreement (and any documents executed in connection with it) is the entire Agreement of the parties about the use of the Portal and supersedes all other representations, arrangements, or agreements in that respect. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.
        • This Agreement may be amended by CRS at its absolute discretion without notice to the User. The continued use of the Portal by the User following a change to the terms of this Agreement shall be deemed as acceptance of the new terms.
        • A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.
        • This Agreement is governed by the laws of the state of New South Wales and each party submits to the jurisdiction of the courts of New South Wales.