Membership Terms & Conditions

Introduction

When subscribing to our Tridium Niagara ‘How To’ membership plans you are sending your Personal Information to Thinktech P/L (ABN 38 632 216 276), also referred to in this document as “thinktech, us, we, our”. These Terms and Conditions form an agreement between you and thinktech in relation to the provision by thinktech of the Service to you. The Service is a subscription Service that either automatically renews each month, or if your subscription is an annual subscription, automatically renews each year, until you or we end the subscription.

Definitions

Credit Card – any credit card issued in Australia or anywhere else in the world.

Member – a person who has subscribed to a Service in accordance with these Terms and Conditions, and whose subscription has not terminated or expired.

Member Portal – the Member web portal on our Website.

Membership – a subscription to a Service in accordance with these Terms and Conditions.

Membership Fee – the fees referred to in these Terms and Conditions.

Membership Option – Tridium Niagara ‘How To’ videos subscription service we provide to you.

Membership Period – the period applicable to your Membership Option for which you are provided with the Service, being:

• • if your Membership Option is a month to month subscription, a period of one Month commencing on the date of your application and each Month thereafter in respect of which you pay the applicable Membership Fee; and
  • if your Membership Option is an annual subscription, a period of one year commencing on the date of your application or Membership renewal (unless otherwise specified on our Website or notified to you at the time of your application for Membership, or at the time of notice of your Membership renewal).

Month – a period commencing on the day of a calendar month corresponding to the day on which your Membership Period commences, and ending on the corresponding day of the following calendar month.

Personal Information – personal information as defined in the Privacy Act 1988 (Cth) (“Privacy Act”).

Service – the service or services provided by us which are specific to the applicable Membership Option purchased by you and described on our Website as amended from time to time.

Terms and Conditions – these Terms and Conditions, as amended from time to time.

Website means the thinktech website at thinktech.net.au

General

The following general provisions apply:

These Terms and Conditions supersede all prior written agreements between you and us and any prior written condition, warranty, or indemnity imposed, given or made by you or us in connection with that subject matter.

The failure of either party at any time to insist on performance of any provision of these Terms and Conditions or to fail to exercise a right under these Terms and Conditions is not a waiver of that party’s right at any later time to insist on performance of that or any other provision of these Terms and Conditions or to exercise that or any other right under these Terms and Conditions.

No term in these Terms and Conditions shall be regarded as having been waived by a party and no breach shall be taken to have been excused by the consent of a party unless the waiver or consent was signed by the party claiming to have waived or consented.

If any provision in these Terms and Conditions is determined to be invalid or unenforceable it will be severed, however, the other provisions shall remain in full force and effect.

Where we are required under these Terms and Conditions to give you notice, we will do so by sending notices to the last email address you have given to us. You must tell us if you change any contact details.

Compliance with laws and liability

The provision of the Service involves dealing with your Personal Information. It is therefore very important that you acknowledge and agree that:

• • you are sending your own Personal Information only;
  • you are providing accurate, up to date, complete and not misleading information;
  • when you become a Member, your Membership will be for your own use only; and
  • you will not share your Membership or login details with anyone else.

Where the goods or services supplied to you are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of a guarantee is limited to doing one or more of the following:

a.in relation to goods, the replacement of goods or the supply of equivalent goods, the repair of goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the payment of the cost of having the goods repaired; or

b.in relation to services, the re-supply of the Service or the payment of the costs of having the Service supplied again.

We cannot limit our liability as set out in this document if you establish that it would not be fair or reasonable for us to do so.

To the extent permitted by law, we and our third party data and service providers exclude all statutory or implied representations, guarantees, conditions, warranties and terms relating to the supply of the Service, whether based in statute, custom, common law or otherwise. We do not exclude any such representations, guarantees, conditions, warranties or terms to the extent we are not permitted by law to do so (including under the Australian Consumer Law).

To the extent permitted by law:

• • we will not be liable to you for any special, indirect, consequential or incidental loss or damage (including without limitation loss of profit, revenue or business) arising or resulting from or in connection with, or caused or contributed to by, the Service, these Terms and Conditions, or any of our acts or omissions; and
  • our total aggregate liability for any loss or damage not excluded under this clause is limited to the amount of fees and charges paid by you for the Service under these Terms and Conditions in the 12 months immediately prior to the event giving rise to the liability.

Subject to any rights you may have under the Australian Consumer Law, if you are dissatisfied and that dissatisfaction is, in thinktech’s opinion based on objective evidence, well founded, thinktech will refund the price paid for the relevant Service:

• • if your subscription is a month to month subscription, in respect of the current Month and, in thinktech’s reasonable discretion, any prior Month, up to a maximum of 12 months in total; and
  • if your subscription is an annual subscription, in respect of the current Membership Period.

Use of your personal information

thinktech and its related companies may, at any time:

• • use and disclose your personal information to manage the provision of the Service;
  • use your personal information to monitor traffic on the website for quality related purposes;
  • use and disclose your personal information to undertake data management for quality related purposes; and
  • use and disclose your personal information to investigate any complaint or correction request made by you or on your behalf, either directly or through a relevant regulator, external dispute resolution scheme or law enforcement agency.

thinktech’s Privacy Policy is available on the website. The Privacy Policy contains information about how we handle personal information, including how you may access personal information held by thinktech and its related companies and seek the correction of that information, and how you may complain about a breach of the Australian Privacy Principles and how thinktech and its related companies will deal with such a complaint.

Direct marketing consents

Where you have provided consent, thinktech and its related companies may, at any time, use and disclose your personal information for the purposes of marketing and sending you information about products and services of thinktech, its related companies and/or their corporate partners. This will include promotional material including but not limited to communications of the following kind:

• • newsletters;
  • competitions;
  • surveys; and
  • promotions of existing or new products/services.

thinktech may disclose your personal information to its related companies, and thinktech and its related companies may disclose the information to the corporate partners and/or the service providers of thinktech and its related companies, for the purposes of conducting the marketing activities set out above.

Communication

All Service-related information will be communicated to you via electronic communication.

Intellectual property rights and use of information

thinktech has copyright and other rights in the compilation of the information thinktech uses to supply the Service to you. thinktech grants you a non-exclusive licence to use the Service covered by your Membership Option, during the Membership Period, for your own personal use only. Downloading, copying, recording or re-distributing the service content is strictly prohibited and is in breech of this terms and conditions, and understood as stealing intellectual property.

Membership Fee

You will pay the Membership Fee for the Service as follows:

• • if your Membership Option is a month to month subscription – you must pay in advance, commencing on the date of your subscription application, the monthly fee specified during enrolment, which will be automatically charged to you each Month;
  • if your Membership Option is an annual subscription – you must pay in advance, commencing on the date of your subscription application, the annual fee specified during enrolment.

Force majeure

Neither party will be liable for any failure to comply with these Terms and Conditions or any other agreement with you (other than an obligation to pay an amount of money) if, and to the extent that, that failure is caused by an act, omission or event beyond the party’s reasonable control. In any such event, the time for performance of obligations under these Terms and Conditions will be extended by the same period or periods for which performance is delayed. Whoever of you or us is affected must use their best endeavours to avoid or remove such causes of non-performance.

Contact Details

For security and related reasons you must provide us with an up-to-date and valid email address. If for any reason you change your email address you must notify us of that change immediately. This is essential for you to receive notification of reports, alerts and subscription renewal notices. You can do this by contacting thinktech via our website.

Membership Services

Subject to these Terms and Conditions and you paying the Membership Fee, you are entitled to receive the Service applicable to your Membership Option as specified on our Website at the time of your Membership application:

• • if your Membership Option is a month to month subscription, for the Month commencing on the date of your application and for each Month thereafter in respect of which you pay the applicable Membership Fee; and
  • if your Membership Option is an annual subscription, for the Membership Period commencing on the date of your Membership application or renewal (unless a longer or shorter period is notified to you at the time of your application, or at the time of your Membership renewal).

We may change the Service from time to timeby providing you with not less than 30 days’ prior notice. If you do not agree with the varied Service you may cancel your Service by notifying us.. We may make additions to the Service from time to time without prior notice, unless the addition results in a change in the price or the addition otherwise detrimentally affects you.

Member Portal

You may view, manage and update your Membership information through the Member Portal. To access the Member Portal you must use the username and password you supplied during enrolment or the temporary password we issue you in the event you forget your password, and any additional means of verification we may require from time to time. You must keep your login details secure.

We do not guarantee or warrant that the Member Portal will be fault free or available without interruption.

Termination of Membership

You may terminate your Membership at any time by contacting us via our website. The Membership is a subscription and, as such:

• • where your Membership Option is a month to month subscription, if you cancel your Membership, the monthly Membership Fee for the Month in which the date of termination falls will not be refunded. You will continue to have access to the Service until the end of that Month; and
  • where your Membership Option is an annual subscription, if you cancel your Membership before the annual expiry date of that Membership, we will refund to you a pro rata amount of the Membership Fee paid by you, for the number of full months remaining in your current Membership Period as at the date of termination. The pro rata Membership Fee for the Month of the Membership Period in which the date of termination falls will not be refunded. You will continue to have access to the Service until the end of that Month. For example, if you choose to terminate one week into your seventh Month of a one year Membership Period, your pro rata refund will be for the five full Months remaining in the Membership Period, and you will continue to have access to the Service until the end of the seventh Month.

Changes to fees and automatic renewal of Membership

If your Membership Option is:

• • a month to month subscription, your Membership Fee will be automatically charged to you each Month and we may change our Membership Fee from time to time by providing you with not less than 30 days’ prior notice; or
  •  an annual subscription, we will issue to the email address you have provided us, an automatic Membership renewal notice at least 30 days, but not more than 45 days, before the expiry of your Membership, which will:

1. 1. 1. set out the date that your annual Membership will automatically renew;
      2. set out the annual Membership Fee payable upon renewal, which we may change each year at our discretion; and
      3. provide you with the ability to notify us if you do not wish to renew your annual Membership.

To cancel your Membership, you must contact us before your renewal date. If you do not notify us that you have chosen to cancel your Membership, your Membership will be automatically renewed for another Month or year as applicable (unless agreed to be a longer or shorter period as the case may be), and the Membership Fee applicable for that period will be payable by you. If you elect not to renew your Membership, your Membership will cease and you will not be charged a further Membership Fee.

If your Membership Option is a month to month subscription, we may terminate your Membership by providing you with at least 30 days’ prior notice, in which case your Membership will terminate upon expiry of the Month of Membership in which the date 30 days from the date of the notice falls. If your Membership Option is an annual subscription, we may notify you at least 30 days before the expiry of your Membership that your Membership will not automatically renew, in which case your Membership will terminate upon expiry of the then-applicable Membership Period.

Upgrades

Members may upgrade their existing Membership Option to another Membership Option, via their online account or over the phone. You will need to pay the difference between the Membership Fee for your current Membership Option and the Membership Fee for the new Membership Option. Upgrades are available to Membership Options with the same Membership Period only.

Downgrades

Members may downgrade their existing Membership over the phone. Membership downgrades will not take effect until, in the case of a month to month Membership Option, the commencement of the next Month and, in the case of an annual Membership Option, the Membership renewal date. Downgrades are available to Membership Options with the same Membership Period only.

Introductory Rates

From time to time we may offer a special introductory Membership offer. If you take up this offer the standard Membership Fee, or the Membership Fee specified in the automatic Membership renewal notice, will apply after the introductory offer expires.

Complimentary Membership

If you are provided with a complimentary Membership by thinktech or a third party and that offer is either withdrawn or expires, you understand that you will be able to renew your own Membership at your own cost, and that you may choose a different Membership Option from the complimentary Membership previously provided to you. Complimentary Memberships may be revoked at any time, without notice.

Payment method

You agree that unless you notify us otherwise, whenever the Membership Fee is payable under these terms and conditions, we can automatically charge your nominated open credit card account, or directly debit your nominated bank account, if we have an agreement with your bank that allows us to do so. You must advise us immediately if the card or bank account details provided to us for the purposes of charging your Membership Fees is no longer current.

Failure to Pay

If we do not receive your Membership Fees by the due date, your Membership will be suspended. For annual subscriptions you have up to 90 days to bring your account up to date before your account is closed. For month to month subscriptions you have 5 days to bring your account up to date before your account is closed. Once your account is closed, it may not be re-activated and your Member history will no longer be available. To bring your account up to date, contact us.

Third Party Payment

If your Membership Fees are paid by a third party and that party does not renew your Membership, we will contact you directly to give you the option of renewing your Membership but it may be that you must choose a different Membership Option in order to do so.

Cancellation for Breach

We may suspend or cancel your Membership immediately by giving you written notice if, in our reasonable opinion, you:

• • are misusing your Membership in a manner which has a detrimental effect on the Service or any of our other services, our systems or information, or any other customers; or
  • have materially breached the Terms and Conditions and the breach is not capable of remedy, or if capable of remedy, it is not rectified within 14 days of notice by us; or
  • have breached the Privacy Act.

You may cancel your Membership immediately by giving us written notice if we have materially breached these Terms and Conditions and the breach is not capable of remedy, or if capable of remedy, it is not rectified within 14 days of notice by you.

Varying these Terms and Conditions

We may amend these Terms and Conditions at any time by giving you at least 30 days’ prior written notice (‘Notice of Variation’).

If you do not agree to be bound by the varied Terms and Conditions you may cancel your Membership by notifying us.

If you do not request to cancel your Membership within 30 days of a Notice of a Variation from us, you agree to be bound by the Terms and Conditions as varied.

We do not need to notify you of variations to these Terms and Conditions to provide for additional types of Membership or additional Services, unless the additional types of Membership or additional Services result in a change in the price payable for your Membership or otherwise detrimentally affect you. We may vary any of the contact details for thinktech set out in these Terms and Conditions at any time, by giving you at least 30 days’ written notice.

Governing Law

These terms and conditions are governed by the laws of New South Wales and both thinktech and you submit to the non-exclusive jurisdiction of the courts of that state.