Terms and Conditions

1. Welcome to ProcuSphere!

ProcuSphere is owned and managed by Elevate Procurement Pty Ltd.

These terms and conditions apply to the use of our ProcuSphere website, including the purchase of ProcuSphere products or services (“Offerings”).

By using ProcuSphere’s website, you are agreeing to these terms and conditions. Please read them carefully.

If you do not accept these terms and conditions, you must refrain from using ProcuSphere’s website. These terms and conditions must be read in conjunction with any other applicable terms and conditions for ProcuSphere.

These terms and conditions are subject to Australian Consumer Law.

2. Terminology

In these terms and conditions, the expressions “we,” “us,” “our” are a reference to ProcuSphere.

Use of the expression “Offerings” includes ProcuSphere content, materials, products, and services regardless of whether they are Off-the-Shelf or customised, available, or advertised via the ProcuSphere website.

3. Amendments

We may change these terms and conditions. Amendments will be effective immediately upon notification on the ProcuSphere website. Your continued use of the ProcuSphere website following such notification will represent an agreement by you to be bound by the terms and conditions as amended.

4.Electronic Contracting

Your use of the ProcuSphere Services includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to transactions you enter on our website, including notices of cancellation, policies, and contracts. To access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

5.Off-the-Shelf and customised Offerings

ProcuSphere offers you both Off-the-Shelf Offerings that are sold without any customisation and customised Offerings to You.

Regardless of the Offering you choose, we will require you to sign a Software as a Service (SaaS) Agreement which will outline the terms for the Offerings we will deliver to you before any work begins. The terms in the SaaS Agreement are in addition to these Terms and Conditions and any other terms, policies, or procedures we may set.

6. ProcuSphere payment procedures

6.1 Purchase request information

When you purchase ProcuSphere Offerings, you must supply your name, email address, bank card number, expiration month and year, CVC, and any other purchase information as specified.

6.2 Purchase request approval and rejection

After receipt of your purchase request, we will at our discretion accept or reject your offer to purchase. We may reject your purchase request for several reasons including insufficient funds in your bank account.

6.3 Delivery of ProcuSphere Services to you

Important points about your purchase request:

(a) We are not required to give reasons for rejecting your offer to purchase ProcuSphere Offerings.

(b) If we reject your offer to purchase our Offerings for any reason, neither party will be under any further liability to the other arising out of your original offer or our non-acceptance of that offer.

(c) Delivery of ProcuSphere Offerings to you will be effected in the manner described on the ProcuSphere website.

(d) You will not be able to use ProcuSphere Offerings until payment has been received.

(e) Payment must be effected in the manner described on the website. Prices are inclusive of goods and services tax.

(f) ProcuSphere Services are offered for sale only to people who can make legally binding contracts.

7.Cancellation due to error

You acknowledge that despite our reasonable precautions, ProcuSphere products or services may be listed at an incorrect price or with incorrect information due to a typographical error or other oversight. In these circumstances, we reserve the right to cancel the transaction, even though your purchase may have been confirmed and your bank card has been charged. If a cancellation of this nature occurs after your bank card has been charged for the purchase, we will immediately issue a credit to your bank account for the amount in question.

8.Cancellation by You

8.1 Timeframe

You may cancel your subscription 30 days before the next billing cycle if you have purchased a subscription-based product.

8.2 Refund

This clause is subject to your rights under statutory consumer protection laws including the Competition and Consumer Act 2010 (Cth). If You cancel your offering, you are not entitled to a refund for prior months regardless of whether you have used ProcuSphere Offerings. Any refunds for prior months provided by ProcuSphere are at the sole discretion of ProcuSphere. If ProcuSphere grants You a refund on one occasion, this does not mean that ProcuSphere will grant refunds in future instances for current or future purchases.

9. Disclaimer of warranties: liability limitation

You may have rights under statutory consumer protection laws including the Competition and Consumer Act 2010 (Cth). The following disclaimer of  warranties and liability limitations apply subject to any rights you may have under such laws.

9.1 Suitability of our Offerings

We make no warranty about the suitability of our Offerings for your particular circumstances. You should consult with a doctor to determine if our  Offerings are right for you. We do not accept liability for any injury, loss, or damage you suffer from selecting unsuitable Offerings for your circumstances.

9.2 Cancellation of products and Services

ProcuSphere reserves its right to cancel any Offerings to you at any time if ProcuSphere determines, at its sole discretion that any ProcuSphere Offering will not be suitable for you or if you have supplied misleading or incorrect information either verbally or on any pre-screening or other ProcuSphere form. ProcuSphere will not be liable for any loss or damage that you suffer as a result of ProcuSphere’s cancellation.

9.3 Errors and updates

While we do our best to ensure that information on our website is error free and up to date, our information may contain errors and may not be up to date. We do not accept liability for any injury, loss, or damage that you suffer because of your reliance on information on our website.

9.4 Service interruptions

ProcuSphere does not guarantee, represent, or warrant that ProcuSphere’s Offerings will be uninterrupted or error free.

In addition to any other provision in these terms and conditions, ProcuSphere reserves the right to change, suspend, remove, or disable access to any ProcuSphere Offering, content or other materials at any time without notice to protect its legitimate interests. In no event will ProcuSphere be liable for making these changes. Also, ProcuSphere may impose limits on the use of or access to certain features or portions of ProcuSphere Offerings, content or materials or stop a ProcuSphere Offerings altogether, in any case and without notice or liability to protect its legitimate interests. Our disclaimer will survive termination.

9.5 ProcuSphere Services available “as is”

You expressly agree that your use of, or inability to use, the ProcuSphere website is at your sole risk. The ProcuSphere Offerings are delivered to you “as is” and “as available” for your use, without warranties of any kind and this includes express or implied warranties and all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Because some jurisdictions do not allow the exclusion of implied warranties, the above exclusion of implied warranties may not apply to you. In addition, under the Australian Consumer law, there are certain consumer guarantees that cannot be excluded, including guarantees as to merchantability, fitness for purpose, supply by description, repairs, and title.

9.6 Exclusion of liability

In no case will ProcuSphere, its directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any direct, indirect, incidental,  punitive, special, or consequential damages arising from your use of any ProcuSphere Offering or for any other claim related in any way to your use of ProcuSphere Offerings, including but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any Offering posted, transmitted or otherwise made available via ProcuSphere.

9.7 Your information

ProcuSphere will use reasonable efforts to protect information submitted by you in connection with the ProcuSphere Offerings, but you agree that your submission of such information is at your sole risk, and ProcuSphere disclaims any and all liability to you for any loss or liability relating to such information in any way.

9.8 Viruses and security breaches

ProcuSphere does not represent or guarantee that ProcuSphere Offerings will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and ProcuSphere disclaims any liability for these occurrences.

You must take your own precautions to ensure that the process which you employ for accessing the ProcuSphere website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.

You acknowledge that despite all reasonable precautions on our part, there is a risk of unauthorised access to or alteration of your transmissions or data or of information contained on your computer system or on our website. We do not accept responsibility or liability of any nature for any such losses which you may sustain as a result of such activity.

For the removal of doubt, we do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of the ProcuSphere website.

9.9 Liability limitation

Certain legislation, including the Competition and Consumer Act 2010 (Cth), may imply warranties or conditions or impose obligations upon  ProcuSphere that cannot be excluded, restricted, or modified. These terms must be read subject to these statutory provisions. If these statutory provisions apply, to the extent to which ProcuSphere is entitled to do so, ProcuSphere limits its liability in respect of any claim under those provisions to:
In the case of services, at ProcuSphere’s option:

(a) supplying the services again; or

(b) the payment of the cost of having the services supplied again.

In the case of goods, at ProcuSpheres’ option:

(a) supplying the goods again; or

(b) the payment of the cost of having the goods supplied again.

10. Liability limitation

By using ProcuSphere Offerings, you agree, to the extent permitted by law, to indemnify and hold ProcuSphere, its directors, officers, employees, affiliates, agents, contractors, principals, and licensors harmless with respect to any claims arising out of your breach of these terms and conditions, your misuse of ProcuSphere Offerings, or to the extent permitted by law any action taken by ProcuSphere as part of its investigation of a suspected violation of this agreement or as a result of its finding or decision that a violation of this agreement has occurred.

You agree that, to the extent permitted by law you cannot sue or recover any damages from ProcuSphere, its directors, officers, employees, affiliates, agents, contractors, principals and licensors as a result of ProcuSphere’s decision to remove or refuse to make available any service, information or content, to warn you, to suspend or terminate your access to ProcuSphere Offerings or to take any other action during the investigation of a suspected

violation or as a result of ProcuSphere’s reasonable conclusion that a violation of these terms and conditions has occurred. This waiver and indemnity  provision applies to all violations described in or contemplated in these terms and conditions.

11. Specific warnings

11.1 Illegal access

You must ensure that your access to the ProcuSphere website is not illegal or prohibited by laws that apply to you.

11.2 Australian law

Details contained on the ProcuSphere website relating to ProcuSphere Offerings have been prepared in accordance with Australian law and may not satisfy the laws of any other country. We do not warrant that the details on the ProcuSphere website concerning ProcuSphere Offerings will satisfy the  laws of any other country. It is your responsibility to determine whether these details satisfy the laws of the jurisdiction where you reside (if that  jurisdiction is outside Australia) and if the details do not satisfy the laws of your jurisdiction, you may not order any services or use the ProcuSphere  website.

11.3 Exclusion of CISG

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) (the Vienna Convention) to these terms and  conditions (by virtue of any law relevant to these terms and conditions) is excluded.

11.4 Accuracy of information

We do not give you any assurances that any information contained on the ProcuSphere website will be suitable for your purposes or that it will be error-free. You agree that you will not rely on any such information or its availability.

We do not accept responsibility for any loss suffered as a result of reliance by you upon ProcuSphere Offerings or the accuracy or currency of  information contained on the ProcuSphere website.

11.5 Advertisements

Responsibility for the content of any advertisements appearing on the ProcuSphere website (including hyperlinks to advertisers’ own websites) rests solely with the advertisers. The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers’  products or services and each advertiser is solely responsible for any representations made in connection with its advertisement.

12. Intellectual property

You agree that the ProcuSphere service, website and apps contain proprietary information and material that is owned by us and is protected by  applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or  materials in any way whatsoever except for use of ProcuSphere Offerings in compliance with these terms and conditions. No portion of ProcuSphere  Offerings may be reproduced in any form or by any means, except as expressly permitted in these terms. You agree not to modify, rent, lease, loan, sell,  distribute, or create derivative works based on the ProcuSphere service in any manner, and you will not exploit the ProcuSphere service in any unauthorised way whatsoever, including, but not limited to, by trespass.

13. Copyright

Copyright in the ProcuSphere website (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us.

Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and similar Australian legislation, and  except as expressly authorised by these terms and conditions, you may not in any form or by any means:

(a) adapt, reproduce, store, distribute, print, display, perform, publish, or create derivative works from any part of ProcuSphere’s website; or

(b) commercialise any Offerings obtained from any part of ProcuSphere’s website, without our written permission.

14. Trademarks

Except where otherwise specified, any word or device to which is attached the ™ or ® symbol is a registered trademark.

If you use any of our trademarks in reference to our activities or Offerings, you must include a statement attributing that trademark to us. You must not  use any of our trademarks:

(a) in or as the whole or part of your own trademarks;

(b) in connection with activities or Offerings which are not ours;

(c) in a manner which may be confusing, misleading, or deceptive;

(d) in a manner that disparages us or our information or Offerings (including the ProcuSphere website).

15. Termination for breach of terms and conditions

If you fail, or ProcuSphere suspects that you have failed, to comply with any of the provisions of these terms and conditions, including but not limited to  providing false information on any form we ask you to complete, ProcuSphere, at its sole discretion, without notice to you, stop your access to  ProcuSphere Offerings (or any part thereof).

16. License of ProcuSphere Offerings

16.1 License only

The software on our website made available through ProcuSphere is licensed, not sold to you.

16.2 Binding agreement

You acknowledge that the licence is a binding agreement between you and ProcuSphere. Your licence is subject to your prior acceptance of this Licensed  Application End User Licence Agreement (“Standard EULA”), and you agree that the terms of this Standard EULA will apply to each  ProcuSphere Offering, unless that ProcuSphere Offering is covered by a valid end user licence agreement between you and another ProcuSphere  provider, in which case the terms of that separate end user licence agreement will govern.

Your licence to the ProcuSphere Offerings under this Standard EULA or separate end user licence agreement is granted by ProcuSphere, and your licence to any third-party service under this Standard EULA or separate end user licence agreement is granted by the Application provider of that third- party service.

Any ProcuSphere offering that is subject to the licence granted under this Standard EULA is referred to as the “Licensed Application”. The Application  Provider or ProcuSphere as applicable (“Licensor”) reserves all rights in and to the Licensed Application not expressly granted to you under this  Standard EULA.

16.3 Scope of licence

This licence granted to you for the Licensed Application by the Licensor is limited to a non-transferable licence to use the Licensed Application. You may  not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time.

You may not rent, lease, lend, sell, transfer, re-distribute or sublicense the Licensed Application. You may not copy, decompile, reverse-engineer,  disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof  (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing  terms governing use of any open-sourced components included within the Licensed Application). Any attempt to do so is a violation of the rights of the  Licensor and its licensors. If you breach this restriction, you may be subject to prosecution and damages.

16.4 Upgrades

The terms of this licence will govern any upgrades provided by the Licensor that replace and/or supplement the original Licensed Application, unless  such upgrade is accompanied by a separate licence in which case the terms of that licence will govern.

16.5 Consent to use of data

You agree that the Licensor may collect and use technical data and related information including but not limited to technical information about your  device, system and application software, and peripherals that is gathered periodically to facilitate the provision of software updates, service support, and  other Services to you (if any) related to the Licensed Application. The Licensor may use this information, as long as it is in a form that does not  personally identify you, to improve its Services or to provide Services or technologies to you.

You acknowledge that upon acceptance of the terms and conditions of the licence, ProcuSphere will have the right to enforce such licence against you.

17. Links

17.1 The ProcuSphere website

The ProcuSphere website may contain links to other websites (“linked websites”). Those links are provided for convenience only and may not remain  current or be maintained.

We are not responsible for the content or privacy practices associated with linked websites.

Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those  linked websites, or of any information, graphics, materials, services or offerings referred to or contained on those linked websites, unless and to the  extent stipulated to the contrary.

17.2 To this website

Except on the terms of any access agreement separately agreed by us, we give no licence to exercise any intellectual property rights in anything  (including information and content such as films, sound recordings, literary works and artistic works, whether in a material form or not) on or accessible  via the ProcuSphere website (“materials”).

Without limiting the preceding sentence, any uses or disclosures (including reproductions and communications to the public) of any materials by you  and by any controlled persons must be subject to you:

(a) ensuring that those uses and disclosures are undertaken at your and their own risk, including the risk of being sued for intellectual property  infringement or misleading or deceptive conduct;

(b) ensuring that all links to any materials are never presented or useable in a way where the presentation or use of the link does not make it obvious to  a viewer or user of the links or linked materials that the source of the materials is this website;

(c) ensuring that anyone that accesses our materials through a link on your website or app does not circumvent limits (including technological  restrictions and as to location) applying in respect of the materials were the materials to be accessed or sought to be accessed directly from our website  or app rather than via your links; and

(d) being otherwise subject to our directions, including any take down, cease or desist directions.

18. Privacy

We undertake to comply with the terms of our privacy policy. ProcuSphere’s Services are subject to the ProcuSphere Privacy Policy at www.procusphere.com

18.1 How we handle emails

We will preserve the content of any email you send us if we believe we have the legal requirement to do so. Your e-mail message content may be  monitored by us for troubleshooting or maintenance purposes or if any form of email abuse is suspected.

18.2 Security of information

Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not  warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is  transmitted at your own risk. Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such  information. You agree that you will not share any logins with others or do anything that might put the security of your information at risk. We reserve  the right to stop your access to any portion of our website if appropriate. You acknowledge sole responsibility for and assume all risk arising from your  use of the ProcuSphere website.

19. Governing law

These terms and conditions are governed by the laws in force in New South Wales. You agree to submit to the exclusive jurisdiction of the courts in that state.

20. General

We accept no liability for any failure to comply with these terms and conditions where such failure is due to circumstances beyond our reasonable  control.

If we waive any rights available to us under these terms and conditions on one occasion, this does not mean that those rights will automatically be  waived on any other occasion.

If any of these terms and conditions are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless  continue in full force.

21. Acceptance of terms and conditions

By returning to our website or app after reading these terms and conditions, you acknowledge that you have read, understood and accept the above  terms and conditions.