Welcome to ASI Kairos, operated by ASI Solutions (ABN 40 068 649 972) ("ASI Solutions", "us", "we" or "our").
These Terms and Conditions were last updated on 29 June 2018.
The Services are accessed through a secure online portal located at portal.cakairos.net ("Site"). Access to the Site and receipt of the Services (in whole or in part) is conditional on your acceptance of these Terms and Conditions. If you do not agree, you should not use the Services and should leave the Site. Access is only open to eligible registered members of ASI Solutions.
If you are under the age of 18, you acknowledge that despite being a minor you fully understand the content of these Terms and Conditions and that you have the understanding necessary to use the Site and receive the Services.
1. ACCESS AND REGISTRATION
- In consideration of your payment of the Subscription Fees under clause 2.1, ASI Solutions will provide you with (or procure the provision of) access to the Site and the Services. That access will ordinarily include the provision of a number of free Services, however the precise range of Services provided will depend on the Modules you select from time to time (as that term is defined in clause 2.1).
- Because the Site incorporates a portal located behind a secure gateway, you will need to register with us in order to access the Site and receive the Services. Ordinarily, you will only need to register with us once, however you will be required to verify your identity through authentication each time you use the Site. Any personal information you provide to us will be handled in accordance with clause 5 below. While ASI Solutions reserves the right to verify the information you provide, it will not automatically do so as a matter of course.
- All accounts must be registered with a valid personal email address. Accounts registered with someone else's email address, or with temporary email addresses, may be closed without notice. ASI Solutions reserves the right to refuse to register a user of the Site for any reason and without explanation or notice.
- ASI Solutions may require a user to re-validate their account if it believes they have been using an invalid email address. If you fail to abide by these Terms and Conditions, we may immediately without notice to you suspend or terminate your account and your registration, and/or delete any content posted by you on the Site. If we suspend or terminate your account or registration, you must not set up any further accounts, re-register or supply any further content to the Site.
- In order to use the Site, you need the equipment and connections necessary to access the World Wide Web. You are responsible for:
- the provision of any such connection or access to the World Wide Web;
- the payment of any fees associated with such connection or access (such as those charged by an Internet service provider or other online service); and
- the provision of all equipment necessary for you to make any such connection to the World Wide Web, including a computer and a modem.
- ASI Solutions reserves the right to deny you access to, or use of, all or part of the Site (or to suspend the provision of the Services), without prior notice, if you fail to pay the Subscription Fees or engage in any conduct that ASI Solutions believes, in its sole discretion:
- violates any term or provision of these Terms and Conditions; or
- violates the rights of ASI Solutions or third parties; or
- is otherwise inappropriate for continued access and use of the Site and/or receipt of the Services.
- ASI Solutions will use reasonable endeavours to ensure that the Site is available and that you are able to receives the Services, other than in situations beyond our reasonable control (including the events listed in clause 12.2) or scheduled or emergency maintenance. However, you agree that we will have no liability to you whatsoever for any loss you suffer due to the unavailability, performance or unreliability of the Site or the Services.
2. MODULES AND SUBSCRIPTION FEES
- The Site provides you with access to a variety of different applications, Yammer Communities (as defined in clause 6 below) and features ("Modules"), as may change from time to time. Many of these Modules are provided by default and without charge. However, certain Modules are only available in exchange for the payment of monthly fees or one-off amounts (the "Subscription Fees").
- We may amend, at any time without notice, which (if any) Modules are provided to you without charge.
- The Subscription Fees may vary depending on the range of Modules you select through the Site. The Subscription Fees will be clearly displayed on the Site and may be amended by ASI Solutions at any time, without notice.
- Without limitation of clause 3.3, each of the Modules may have additional terms and conditions which apply to your use of a particular Module. These will be clearly displayed to you and must be accepted before you can use that Module.
- Certain Modules may be used privately while other Modules may have a social or public component. Certain materials (including materials posted by you in your profile) will be publicly available to other users of the Site, including, but not limited to, your first name, surname and email address. If you do not want such information to be publicly available, then you should either not use that particular Module or not register with the Site.
- The Site contains a functionality that will allow you to pay the Subscription Fees. Unless otherwise stated (for example, in respect of one-off payments which are payable in advance), Subscription Fees are payable by you monthly in advance. Payment of the Subscription Fees is only by way of valid credit card.
- At any time you may reduce the range of Modules you wish to access. Such Modules will be amended on and from your next payment cycle and no refund will be payable for any prepaid amounts. In particular, we will not refund any prepaid one-off amounts you have paid to us.
- All amounts stated on our Site are inclusive of all GST, within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) or the Goods and Services Tax Act 1985 (New Zealand), as applicable.
3. THIRD PARTY MODULES
- As part of the Services, we may facilitate your access to Modules that are not owned by ASI Solutions ("Third Party Modules"). Such Third Party Modules are an important and integral aspect of the Site and you may experience a substantial reduction in user experience and/or loss of functionality if you choose not to use certain Third Party Modules.
- For the purposes of these Terms and Conditions, the underlying third party platform that underpins the Site is deemed to be a non-optional Third Party Module.
- The providers of each Third Party Module may have their own terms and conditions and privacy policies. You should inform yourself about these prior to using those Third Party Modules.
4. SYSTEM INTEGRITY & USER CONDUCT
- You must not use the Site or a Yammer Community (as defined in clause 6 below) to:
- impersonate or otherwise misrepresent your identity or affiliation with any other person or entity;
- post, disclose or transmit any material that is defamatory, obscene, misleading or deceptive, or which infringes ASI Solutions's or any third party's intellectual property or breaches any duty of confidence or contractual obligation owed to ASI Solutions or any third party;
- send junk, obscene, indecent, offensive or threatening electronic mail or "spam" to any person or company;
- falsify or delete any attributions, legends, or other proprietary designations of origin or source of any content of the Site;
- conduct, display, or forward surveys, contests, pyramid schemes, or chain letters;
- interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
- attempt to gain unauthorised access to the Site or computer systems or networks connected to the Site through any means;
- send or upload any material that contains viruses, worms, trojan horses, time bombs, cancel-bots or other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
- commit forgery (or attempted forgery), harass any individual, or harm minors in any way;
- vilify, insult or humiliate any person on basis of race, religion, ethnicity, gender, age, sexual orientation of any physical or mental disability;
- promote or advertise goods or services, websites, schemes and other matters; or
- breach the Privacy Act 1988 (Cth) as amended from time to time, or contravene or breach any other applicable state, Commonwealth or international law, convention or regulation.
- You are responsible for maintaining the confidentiality and security of any passwords and/or identification or login information for the Site. You agree to notify ASI Solutions immediately of any unauthorised use of your password or any other breach of security. You are also solely responsible for backing up all data or information you choose to upload to (or otherwise store on) or generate or create in connection with your use of the Site.
- As part of the Site, ASI Solutions may make certain Yammer Communities and discussion areas available to registered users (each a "Yammer Community").
- Content in the Yammer Communities may contain blogs, forums and discussion groups (such groups may consist of being open, closed or private) that permit comment or the posting of messages. You should still regard the content on a Yammer Community as a means of public, not private, communication, as your comment or messages will be available to other users of the community or to ASI Solutions, and you will be identified publicly by either your username or your first name and surname (depending upon the applicable Yammer Community) as the author of any contributions you make.
- Each Yammer Community is intended for use by people who value good manners. Please respect others in your choice of words and thoughts that you post on the Site. You are solely responsible for the content of the postings you publish. When publishing to a Yammer Community, you must not:
- repeat the same line four or more consecutive times;
- type gibberish (random keys);
- repeat the same character excessively;
- use swear words; or
- type in capital letters excessively. It is considered rude to conduct all your conversation in capital letters.
- ASI Solutions will take all reasonable care to ensure postings are appropriate, but will not be liable for any information displayed on a Yammer Community, including, but not limited to, content published in blogs, forums and groups (open, closed or private) whether offensive to persons or group of persons, upsetting, defamatory, in any way unsuitable for people under the age of 18 years, or otherwise, or for the accuracy of such information. Any such content does not represent professional advice nor is it endorsed or approved by ASI Solutions. If you believe any content on a Yammer Community breaches these standards, please notify us and provide an explanation of your concerns.
- All material posted by you on a Yammer Community including, but not limited to, in blogs, forums and open groups, but not including closed or private groups, will be taken to be submitted for publication by ASI Solutions on that Yammer Community and elsewhere free of charge. ASI Solutions and each user of that Yammer Community is granted a perpetual, royalty-free, non-exclusive, worldwide licence to use, reproduce, publish and communicate to the public such material in any form and by any means. In submitting material to a Yammer Community, you consent to anything being done by ASI Solutions or any user of the Site in respect of such material that could otherwise amount to an infringement of your moral rights in such material, and warrant that you have obtained such consent from all other authors of such material.
- each user of the closed or private group is granted a perpetual, royalty-free, non-exclusive, worldwide licence to use, reproduce, publish and communicate to other users of the private group such material in any form and by any means; and
- ASI Solutions is granted a perpetual, royalty-free, non-exclusive, worldwide licence to use, reproduce, publish and communicate such material to other users of that closed or private group or any other closed or private group, and to ASI Solutions' directors, employees, agents and contractors (and elsewhere provided that ASI Solutions does not identify you as the author and provided further that in the case of groups whose existence is not known to the general public, such material will not be communicated elsewhere if the person posting the material has notified ASI Solutions that he or she does not want the material communicated outside the closed or private groups and ASI Solutions' directors, employees, agents and contractors), in any form and by any means, and in submitting material to a private group, you consent to anything being done by ASI Solutions and by any user belonging to that or any other closed or private group, in respect of that material that could otherwise amount to an infringement of your moral rights in such material, and warrant that you have obtained such consent from all other authors of such material.
- Your right to use each Yammer Community is subject to any limitations, conditions and restrictions established by ASI Solutions and ASI Solutions may, at its discretion alter, suspend or discontinue each and all Yammer Communities (or any aspect of a Yammer Community or any group) at any time and without notice. ASI Solutions may also impose limits on certain features and aspects of the Yammer Communities or any group or restrict your access to parts or all of the Yammer Community or any group without notice or liability.
- ASI Solutions reserves the right to edit or delete any material posted by you on a Yammer Community for any reason at its discretion.
7. LINKS & ADVERTISING
- The Site may contain links to third party websites, including websites connected with the Third Party Modules. Those sites are not under the control of ASI Solutions and ASI Solutions is not responsible for the content or the links contained in those sites. Neither ASI Solutions nor its officers, directors, employees, agents, or related bodies corporate recommend or endorse the content of any third party sites which may be linked to or from the Site, or products or services of any third party organisations mentioned or described on the Site or linked to or from the Site. You acknowledge that you enter any third party websites at your own risk.
- The Site may contain advertisements for third parties' goods and/or services, including advertisements provided by the third parties who are connected with the Third Party Modules. The third party advertisers are responsible for the accuracy of all representations made in those advertisements, as well as any eventual supply of goods and/or services. Neither ASI Solutions nor its officers, directors, employees, agents or related bodies corporate recommend or endorse the goods or services that may be advertised on the Site, nor do they offer the goods or services for sale or make any other representation whatsoever about them. If you choose to order a product or service advertised by a third party on the Site, you do so at your own risk and in accordance with that third party's terms and conditions.
8. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
- Subject only to clauses 8.2 and 8.3 below:
- the Site and Services are provided by ASI Solutions on an "as is" basis without any express or implied warranty of any kind;
- the World Wide Web exists across open public networks that are neither secure nor private. Accordingly, you acknowledge and accept the risk that any communication to or from the Site may be intercepted, used or modified by third parties.
- ASI Solutions does not warrant that access to or use of the Site or Services will be uninterrupted or error free or that the Site or Services or any material on or accessible through the Site or Services is free from errors or viruses, worms, trojan horses, time bomb, cancel-bot or other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
- ASI Solutions does not warrant anything about the reliability, accuracy, completeness, timeliness, suitability, quality, physical state or for a particular purpose of any material on or accessible through the Site or Services, nor does the Site or the Services constitute professional advice to you;
- ASI Solutions may change any of the material on the Site at any time without notice;/li>
- ASI Solutions makes no commitment to update any material on the Site;
- You are responsible for assessing the accuracy, reliability, suitability and accuracy of the material on or accessible through the Site or Services;
- You accept all risks and responsibility for all loss, damage, costs and other consequences resulting from using the Site or Services or the material on or accessible through the Site or Services; and
- neither ASI Solutions nor any of its officers, directors, employees, agents or related bodies corporate shall be liable for any loss or damage including without limitation, losses or damages for loss of profits, loss of data, loss of revenue, business interruption, loss of information, indirect, special, punitive or consequential losses or damages arising out of the use or inability to use the material or information available on or accessible through the Site or Services, even if ASI Solutions has been advised of the likelihood of such damages.
- In addition to the exclusions in clause 8.1, any Third Party Modules are provided to you by that third party on their applicable terms and conditions. ASI Solutions disclaims all liability to you whatsoever for any loss or damage you may suffer or incur as a result of or in connection with such Third Party Modules, including our facilitation of the provision of those Third Party Modules to you.
- Where the laws of any country or state in which these terms and conditions are effective implies into, or expressly includes in, these terms and conditions any term, condition, guarantee or warranty, and those laws avoid or prohibit provisions in a contract excluding or modifying them, then the term, condition, guarantee or warranty shall be deemed to be included in these terms and conditions provided that the liability of ASI Solutions, its officers, directors, employees, agents and related bodies corporate for a breach of any such term, condition, guarantee or warranty, including any economic or consequential loss which you may sustain shall be limited, at the option of ASI Solutions, to:
- In the case of services, the supply of the services again, or the payment of having the services resupplied; and
- In the case of goods, the replacement or repair of the goods, the supply of equivalent goods, or the payment of the costs of replacing or repairing the goods or acquiring equivalent goods.
- To the maximum extent permitted by law, the aggregate liability of ASI Solutions to you under or in respect of these Terms and Conditions whether in contract, tort (including negligence), statute or any other cause of action is limited to the lesser of:
- the Subscription Fees actually paid by you under these Terms and Conditions; and
- You agree to indemnify, defend, and hold harmless ASI Solutions, and its officers, directors, shareholders, employees, consultants, agents, and related bodies corporate from any and all third-party claims, liability, damages, and costs (including, but not limited to, reasonable lawyers' fees) arising from your use of the Site or Services or your failure to comply with these Terms and Conditions, or from your violation of any applicable law.
- Notwithstanding any other provision of these Terms and Conditions, we may terminate these Terms and Conditions and/or the provision of the Services (in whole or in part):
- on 30 days' notice, without reason;
- where you are in material breach of these Terms and Conditions (including a failure to pay the Subscription Fees) and, where that breach is capable of remedy, you fail to remedy that breach within 7 days of a written notice from ASI Solutions requiring you to do so; or
- Immediately where the owners or licensors of any Third Party Modules require us to do so, or we otherwise think it necessary or desirable because of our contractual relationships with any third party.
- You may only terminate these Terms and Conditions:
- In part, by unsubscribing to certain Modules; or
- In whole, by cancelling your registration to the Site and receipt of the Services (including your receipt of any free or prepaid Services).
11. INTELLECTUAL PROPERTY RIGHTS
- Each of the software Modules along with the information, text materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, and control features of the Site (the "Content") are protected by copyright, trade mark and other intellectual property laws.
- You must not:
- use the software underpinning the Site and Services in breach of any applicable laws; or
- modify, copy, reproduce, republish, frame, upload to a third party, transmit or distribute in any way the Content,
- Except as expressly provided in these Terms and Conditions or as permitted by the Copyright Act.
- ASI Solutions logo and name are the trademarks of ASI Solutions, and may not be used as part of your business or in connection with any goods or services without the prior written consent of ASI Solutions.
- Without limitation of any of the licences granted in clause 6, when you upload, submit, store, send or receive content to or from our Site or in connection with our Services, you grant ASI Solutions (and our subcontractors) a worldwide, royalty free licence to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so other members can benefit from our shared knowledge), communicate, publish, publicly perform, publicly display and distribute such content (including any intellectual property rights in the same). The rights you grant under this licence are for the limited purpose of operating, promoting, and improving our Site and our Services, and to develop new ones.
- The licence granted in clause 11.4 continues even if you stop using our Site or receiving our Services (for example, a post on a Yammer Community that includes an innovative solution). Certain of our Services may offer you ways to access and remove content that has been provided to us pursuant to your receipt of that Service. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the content submitted in respect of the provision or receipt of those Services. It is your responsibility to ensure you have the necessary rights to grant us this licence for any content that you submit to our Site or provide to us in connection with your receipt of our Services.
- ASI Solutions may from time to time amend, update, or change the Site or Services, including these Terms and Conditions, without prior notice. If you do not agree to such amendments, updates, or changes you must cancel your registration under clause 10.2.2 and cease to receive the Services.
- ASI Solutions shall not be liable by reason of the failure in the performance of obligations under the Terms and Conditions by reason of strikes, riots, fire, explosion, acts of God, governmental action, or any other cause which is beyond the reasonable control of ASI Solutions, including any form of technological failure or the actions of third parties.
- These Terms and Conditions constitute the entire agreement between you and ASI Solutions with respect to the Site and Services, and these Terms and Conditions replace all prior or contemporaneous understandings or agreements, written or oral, regarding the Site and Services.
- If any provision of these Terms and Conditions is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible and will be deemed deleted to the extent that it is not enforceable, and the remaining provisions of the Terms and Conditions shall remain in full force and effect.
- The failure by ASI Solutions to insist upon or enforce strict performance of any of these Terms and Conditions will not be construed as a waiver of any right or remedy of ASI Solutions in respect of any existing or subsequent breach of these Terms and Conditions.
- The law of New South Wales, Australia governs these Terms and Conditions. You hereby consent and submit to the non-exclusive jurisdiction and venue of the Courts of New South Wales, Australia for any cause of action relating to or arising under these Terms and Conditions.
- ASI Solutions operates the Site in Australia. Information contained on the Site or Services may not be appropriate or available for use in other locations. If you access the Site or Services from other locations, you do so at your own initiative and you are solely responsible for compliance with local laws.