{"id":6918,"date":"2022-02-21T10:08:58","date_gmt":"2022-02-21T10:08:58","guid":{"rendered":"https:\/\/bxglobal.wpengine.com\/nz\/?page_id=6918"},"modified":"2023-09-26T12:18:32","modified_gmt":"2023-09-26T00:18:32","slug":"terms-and-conditions","status":"publish","type":"page","link":"https:\/\/stage.buildxact.com\/nz\/terms-and-conditions\/","title":{"rendered":"Terms and Conditions"},"content":{"rendered":"\t\t
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Terms and Conditions<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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BUILDXACT TERMS OF SERVICE<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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These terms and conditions (the \u201cTerms of Service\u201d<\/strong>) govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and\/or products available on or through the Platform (collectively, the \u201cBuildxact Services\u201d<\/strong>).<\/p>

The Buildxact Services are offered to you, the Client (as defined below), subject to the Client\u2019s acceptance of the Terms of Service and all other operating rules, policies (including, without limitation, our Privacy Policy at www.buildxact.com\/privacy-policy<\/a>), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Buildxact Platform or made available to the Client on or through the Buildxact Services (collectively, the \u201cTerms<\/strong>\u201d). When accepted by the Client, these Terms form a legally binding contract between the Client and Buildxact (as defined below).<\/p>

If the Client is entering into these Terms on behalf of an entity, such as for an employer or the company the Client works for, the Client represents that they have the legal authority to bind that entity.<\/p>

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND\/OR OTHERWISE USING THE BUILDXACT SERVICES, THE CLIENT ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF THE CLIENT IS AN AUTHORISED REPRESENTATIVE OF ANOTHER PERSON (I.E. A COMPANY), THE CLIENT CONFIRMS THAT THEY HAVE AUTHORITY TO, AND DO IN FACT, BIND THAT PERSON TO THESE TERMS. IF THE CLIENT DOES NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE BUILDXACT PLATFORM OR THE BUILDXACT SERVICES.<\/p>

From time to time, the Terms of Service will be reviewed and may be revised. Buildxact reserves the right to amend the Terms of Service as setout in clause 15 Modifications.<\/p>

Buildxact may, at its sole discretion, elect to suspend or terminate access to, or use of the Buildxact Services to anyone who violates these Terms.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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1. Definitions<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Account<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\tthe primary means for accessing and using the Buildxact Services;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Annual Contract Paid Annually<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\tmeans the Subscription Type as described in clause 14.3(a);\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tAnnual Contract Paid Monthly\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tmeans the Subscription Type as described in clause 14.2(a);\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tApproved Purpose\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tmeans the use of data for provision of the Buildxact Services, or as required by law;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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the set of rights and privileges on the Buildxact Website assigned to a User by a Client;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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Buildxact<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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Buildxact USA Inc for Clients located in the United States of America; or Buildxact Software Inc for Clients located in Canada; or Buildxact Ltd for Clients located in the United Kingdom; or Buildxact Australia Pty Limited (ACN 630 502 751) of Level 1, 411 Collins Street, Melbourne, Victoria 3000 for Clients located in Australia, New Zealand or other jurisdictions each of the above entities being a provider of the Buildxact Services to the construction industry;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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Buildxact Materials<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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the visual interfaces, graphics, design, systems, methods, information, computer code, software, trademarks, services, \u201clook and feel\u201d, organization, compilation of the content, code, data, and all other elements of the Buildxact Services and Buildxact Platform;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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Buildxact Services<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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the Buildxact software as a service including Website, Services, System, Content, Interfaces, Portals and all Content, Data and\/or i. products available on or through the Buildxact Platform that is used to access describe or enable Buildxact to show or deliver its Services; and ii. information exported out of the Buildxact Platform in the form of reporting or third-party visualization tools;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\tClaim\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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means in relation to any person, a claim, action or proceeding, judgment, damage, loss, cost, expense or liability incurred by or to or made or recovered by or against the person, however arising and whether present, unascertained, immediate, future or contingent;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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Client<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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a natural or legal person, or an Enterprise Customer, who has accepted these Terms with Buildxact;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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has the meaning given in clause 4.1;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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Confidential Information<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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means any and all information which is disclosed by a party to the other party verbally, electronically, visually or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary;<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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Commencement Date<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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Content<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\tany data and information available through Buildxact Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Data<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\tfiles and any other digital data and information including but not limited to Personal Information and Personal Data, which is subjected to, created by or inserted into the Buildxact Services or otherwise inserted to the System by Buildxact or the Client (including the specific Users, Customers, Sub Contractors, Organizations, Tasks, Descriptions, Templates, Buildxact Data, Estimates, Jobs associated with the Client); \t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tmeans an unintended behavior of the Platform that detrimentally impacts usage of the platform;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Educational Trial<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\taccess to enable authorized training bodies to include the Buildxact Services as part of their teaching materials and online learning management systems in their courses for building and construction. \nStudent Users are provided access for non-commercial use to the Buildxact Services for a period defined in the agreement with their authorized training body;\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Enterprise Customer<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\thas an arrangement with Buildxact for multiple Clients to share branding, and share information with the Enterprise Customer, as set out in agreements between the Enterprise Customer and their Clients and the Clients Users;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Fee<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\tregular payment for using the activated Account to access and use Buildxact Services;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Files<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\tdocuments of any kind (images, drawings, spreadsheets, text files, etc.) that are inserted to the System by the Client, and usually associated with a particular contact, customer, organization, estimate or job;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tForce Majeure Event\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\thas the meaning given in clause 17.3;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Free Trial<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

\n\t\t\t
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\n\t\t\t\t\t\t\t\t\tif applicable, a trial for 14 days or such other period specified by Buildxact under which temporary access is granted to a Client by Buildxact for the purposes of the Client trialing the Website and Buildxact Services in accordance with a Subscription Type but without paying a Fee for the duration of the trial;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tFree Subscription\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
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\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tis the Subscription Type where Users use the activated Account to access and use Buildxact Services without paying a Fee for a period defined by Buildxact;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t

Guidelines<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tadditional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Buildxact Services; \t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t
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\n\t\t\t\t\t\t\t\t\tLicense\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tmeans for the duration of the Subscription Plan, Buildxact grants a non-exclusive, non-transferable (except as expressly provided in this Terms of Service), limited license to the Client and its Users; \t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tMonth to Month Contract\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tmeans the Subscription Type as described in clause 14.1(a);\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tPaying Client\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
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\n\t\t\t\t\t\t\t\t\ta Client that is being charged a Fee for use of the Buildxact Services;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tPersonal Information\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tis information about an individual that enables an individual to be identified and is normally included in Data, and may include information such as the individual\u2019s name, email address, telephone number, address and company information;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tPlatform or Buildxact Platform\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tmeans the software platform through which the Buildxact Services are provided to Clients;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tPrivacy Policy\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tmeans one of the website URLs listed below as updated from time to time:<\/br>\nPrivacy Policy US <\/a> for Clients located in the United States of America; <\/br>or\nPrivacy Policy Canada<\/a> for Clients located in Canada; <\/br>or\nPrivacy Policy UK<\/a> for Clients located in the United Kingdom; <\/br>or\nPrivacy Policy NZ<\/a> for Clients located in New Zealand <\/br>or\nPrivacy Policy Australia<\/a> for Clients located in Australia, <\/br>or other jurisdictions;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Rate Sheet<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tmeans the then current pricing documentation made available to Clients on the Website or provided by Buildxact to its Clients;, the content of which may be varied at any time and from time to time;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tSubscription Plan\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
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\n\t\t\t\t\t\t\t\t\tmeans a paid subscription as defined under clause 14;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tSubscription Types\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tthe type of subscription for Buildxact Services that a Client subscribes to as set out in clause 3.1, which subscription is related to the use and functionality of the Buildxact Services;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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System<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tthe integrated cloud \u201csoftware as a service\u201d computing solution for providing the Buildxact Services, including applications, software, databases, Data, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith; \t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tTerms\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\thas the meaning given on page 1 of these Terms of Service;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tTerms of Service\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\tmeans these terms and conditions as it is updated from time to time; \t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tUser\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\ta natural person granted with the Authorization to use the Account on behalf of a Client. Unless otherwise set out in a separate agreement, or the User is in an Educational Trial, Free Trial or has a Free Subscription, each user is a Paying Client;\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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Website<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t

\n\t\t\t
\n\t\t\t\t\t\t
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\n\t\t\t\t\t\t\t\t\tmeans the internet site with the any of the following Uniform Resource Locators (URLs):<\/br>\nBuildxact AU<\/a><\/br>\nBuildxact US<\/a><\/br>\nBuildxact CA<\/a><\/br>\nBuildxact NZ<\/a><\/br>\nBuildxact UK<\/a> <\/br>or\nand any other site that Buildxact may use or provide its Clients in respect of the Buildxact Services.\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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2. Term<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\t

This Agreement commences on the Commencement Date and will continue to apply until it is terminated in accordance with clause 12. For the avoidance of doubt, the terms and conditions of this Agreement continue to apply regardless of any changes in the type of subscription which may be varied at any time and from time to time.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t2. The Buildxact Services\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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2.1 Use of Buildxact Services<\/strong><\/h6>

For the duration of the Subscription Plan, Buildxact grants a non-exclusive, non-transferable (except as expressly provided in this Terms of Service), limited license to the Client and its Users to:<\/p>

\u00a0<\/p>

a. collect, store and organise Data, such as add new suppliers and clients, create estimates and jobs, upload plans and pricelists, add new Users and grant them Authorizations, link and integrate to third party applications;<\/p>

b. modify and delete Data;<\/p>

c. configure the standard features of Buildxact Services; and<\/p>

d. receive reasonable help and guidance from Buildxact regarding the use of the Buildxact Services.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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\n\t\t\t\t\t\t\t\t\t
2.2 Technical Support<\/strong><\/h6>

Buildxact shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Buildxact shall respond to enquiries of support from a Client utilising the contact methods set forth below as soon as reasonably possible or as advertised on the Buildxact Platform including our Website from time to time. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient or may not occur at all.<\/p>

The contacts for all enquiries of support are:<\/p>

  1. built-in live-chat application on the Website,<\/li>
  2. e-mail: support@buildxact.com<\/a><\/span><\/li><\/ol>

    <\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

    \n\t\t\t\t
    \n\t\t\t\t\t\t\t\t\t3. Using the Buildxact Services\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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    \n\t\t\t\t\t\t\t\t\t

    3.1 Subscription Type <\/strong><\/p>

    Buildxact provides different Subscription Types to support the needs of different Clients and organizations in accessing Buildxact Services.<\/p>

    Subscription Types are provided in greater detail on the Website and include:<\/p>

    1. Free Trial Subscription \u2013 when applicable enables a Client to try the Buildxact Services before paying a subscription Fee<\/span><\/li>
    2. Paid Subscription \u2013 (covers a number of different Subscription Types)<\/span><\/li>
    3. Educational Trial Subscription \u2013 offered by authorised training bodies to their students.<\/span><\/li>
    4. Free Subscription \u2013 when applicable enables a Client to use the Buildxact Services without paying a subscription Fee for a period defined by Buildxact at Buildxact\u2019s sole discretion.<\/span><\/li><\/ol>

      Subscription Services provided by Buildxact are related to the Subscription Type a Client subscribes to.<\/p>

      3.2 Establishing an Account<\/strong><\/h6>

      Certain features, functions, parts or elements of the Buildxact Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must accept these Terms and the Privacy Policy by clicking \u201cProceed\u201d, \u201cGet Started\u201d, \u201cSign up\u201d, \u201cBuy Now\u201d, \u201cI agree to the Terms and Conditions\u201d, or other similar button that acknowledges the Client consents to these Terms.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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      3.2.1 CLIENTS<\/strong><\/h6>

      Each Client may have only one Account and if desired multiple Users always in accordance with the Subscription Type. If two or more persons use or access an Account on behalf of a Client, the Client must designate such persons as individual paying Users. Each such User shall be subject to the restrictions set forth in these Terms. For the avoidance of doubt, each User must have their own unique ID created in the Account of the Client<\/p>

      If a Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account.\u00a0<\/span>Buildxact is not responsible for verifying the right of representation or validity of Authorization of any User. However, Buildxact may ask additional information or proof of the person\u2019s credentials.<\/span><\/p>

      3.2.2 USERS<\/strong><\/h6>

      The Client and any User associated with an Account must provide Buildxact with true, accurate, current, and complete information including Personal Information about the Client, Users or Account and keep such information up to date.<\/p>

      3.2.3 ENTERPRISE CUSTOMERS WITH MULTIPLE CLIENTS<\/strong><\/h6>

      Enterprise Customers may have arrangements with Buildxact to allow their Clients to be grouped under that Enterprise Customer. In this case there may be sharing of information from the Client to the Enterprise Customer and from the Enterprise Customer to the Client as set out in the agreements between the Enterprise Customer and their Clients. Buildxact provides such information sharing as directed by or agreed with Enterprise Customer and Buildxact.<\/p>

      An Enterprise Customer is required to have an Account that allows these arrangements to be managed and can have Users in their own right.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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      3.3 Logging into an Account<\/b><\/h6>

      Enterprise Customers may have arrangements with Buildxact to allow their Clients to be grouped under that Enterprise Customer. In this case there may be sharing of information from the Client to the Enterprise Customer and from the Enterprise Customer to the Client as set out in the agreements between the Enterprise Customer and their Clients. Buildxact provides such information sharing as directed by or agreed with Enterprise Customer and Buildxact.<\/p>

      An Enterprise Customer is required to have an Account that allows these arrangements to be managed and can have Users in their own right.<\/p>

      3.4 Fees<\/strong><\/h6>

      The use of an Account is subject to payment of the Fee. Upon sign-up for an Account, the Client must select a Subscription Type. Different rates apply to different Subscription Type. The applicable Fee is charged in advance on monthly or annual payment intervals (as applicable), unless agreed otherwise between parties.<\/p>

      All Fees are non-refundable,<\/b> meaning, for the avoidance of doubt, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. Please refer to clause 13 (Termination) and clause 14 (Subscription Plans and Termination Terms) for detail on termination and how each Subscription Plan is terminated.<\/p>

      3.5 Free Trial <\/strong><\/h6>

      A new Client may be entitled to a Free Trial. If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client is required to select a suitable Subscription Type and pay the first Fee.<\/p>

      3.6 Free Subscription \u00a0<\/strong><\/h6>

      A new Client may be entitled to a Free Subscription on such terms as Buildxact may determine from time to time. A Client can elect to upgrade to a paid Subscription to access additional features.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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      \n\t\t\t\t\t\t\t\t\t4. Client Data\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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      4.1 Uploading Client Data to Platform<\/strong><\/h6>

      If the Client uploads or enters Data to the Platform, such Data is defined as \u201cClient Data\u201d and any processing of such Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and Organizations) whether posted and\/or uploaded by Client or made available on the Buildxact Services by Buildxact.<\/p>

      By uploading Client Data to the Platform, Client authorises Buildxact to process the Client Data and generate other data and information from Client Data.<\/p>

      Information including Data supplied by other third parties under license to Buildxact or generated or created by Buildxact Services is the result of algorithms and processes that are the exclusive property of Buildxact or of a Licensor of Buildxact and the Client\u00a0is permitted to use such Data in the normal conduct of its business but not for other than the Approved Purposes under these Terms. Buildxact or its licensors has right, title and interest in all Information and Data other than Client Data and Personal Data. For the avoidance of doubt the Client does not have the right to control, share, exploit or commercially sell or deal with Data for any other purpose than defined herein except the Client has the right to use the subset limited to the Client Data.<\/span><\/p>

      Buildxact may offer additional Services that we expect would be helpful to our Clients, or to the Client\u2019s customers or Enterprise Customers and some of these Services may wish to include some Client Data and or Personal Data. If we propose to offer these Services that rely on Client Data and\/or Personal Data, the Client\u2019s permission will first be sought on an Opt-In basis. The Client will have the option to accept or decline to participate and if the Client declines such data will not be used.<\/span><\/p>

      The Client is responsible for ensuring that:<\/p>

      1. the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Data that violates the terms of these Terms, the rights of Buildxact, other Clients or Users, persons or organisations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another\u2019s privacy, defamatory, hateful or otherwise unlawful; and<\/li>
      2. the Client and all of the Users associated with the Account have the necessary rights to enter the Client Data and use the Data, including to insert it into the Platform and process it by means of the Account and to allow Buildxact the right to use and disclose this Client Data subject to the these Terms of Service and Privacy Policy.<\/li><\/ol>
        4.2 No Guarantee of Accuracy<\/strong><\/h6>

        Buildxact does not guarantee any accuracy with respect to any information contained in any Data, and strongly recommends that the Client thinks carefully about what is transmitted, submitted or posted to or through the Buildxact Services. The Client understands that all information contained in Data is to be used only for Approved Purposes under these Terms and its accuracy and use is the sole responsibility of the person from whom such Client Data originated. This means that the Client, and not Buildxact, is entirely responsible for all Data that is uploaded, entered, transmitted, or otherwise made available through the Buildxact Services, as well as for any reasonable actions taken by Buildxact or other Clients or Users as a result of such Data.<\/p>

        4.3 Unlawful Client Data\u00a0<\/strong><\/h6>

        Buildxact is not obliged to pre-screen, monitor or filter any Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Data or the action of its unlawful processing is discovered or brought to the attention of Buildxact or if there is reason to believe that certain Data is unlawful, Buildxact has the right to:<\/p>

        1. notify the Client of such unlawful Data;<\/li>
        2. deny its publication on the Website or its insertion to the System;<\/li>
        3. demand that the Client bring the unlawful Data into compliance with these Terms and applicable law;<\/li>
        4. temporarily or permanently remove the unlawful Data from the Website or Account, restrict access to it or delete it.<\/li><\/ol>

          If Buildxact is presented with convincing evidence that the Data is not unlawful, Buildxact may, at its sole discretion, restore such Data, which was removed from the Website or Account or access to which was restricted.<\/p>

          In addition, in the event Buildxact believes in its sole discretion the Data violates applicable laws, rules or regulations or these Terms, Buildxact may (but has no obligation), to remove such Data at any time with or without notice.<\/p>

          The Client indemnifies Buildxact from any actions that arise out of the Client entering unlawful Data into the Buildxact Services as per clause 11.<\/p>

          4.4 Liability in respect of Claims<\/strong><\/h6>

          The Client acknowledges and agrees that any Claim made in respect of ownership of, title to, or use of Client Data by any third party is the sole responsibility of the Client and Buildxact will not be liable for any Claim made by a third party in respect of such use of Client Data. Further, the Client agrees to indemnify Buildxact, its related bodies corporate and affiliates and their respective directors, officers, employees and agents from any such Claims arising in relation to Client Data under this clause 4.<\/p>

          4.5 Compelled Disclosure<\/strong><\/h6>

          Buildxact may disclose a Client\u2019s confidential information including Personal Information to the extent compelled by law to do so. In such instance, Buildxact will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Buildxact is compelled by law to disclose Client\u2019s confidential information as part of a civil proceeding to which Buildxact is a party, and Client is not contesting the disclosure, Client will reimburse Buildxact for its reasonable cost of compiling and providing secure access to that confidential information.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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          \n\t\t\t\t\t\t\t\t\t5. Pricing\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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          Upon sign-up for an Account, the Client must select a Subscription Type. Different rates apply to different Subscription Types. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties.<\/p>

          5.1 Standard Pricing<\/strong><\/p>

          The standard pricing options for each subscription type are shown on the Buildxact Services pricing page on the relevant Website<\/a> according to the Client\u2019s location referred to as the Rate Sheet.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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          6.1 Prohibited Activities<\/strong><\/h6>

          The Client and its authorized Users must not:<\/p>

          1. use the Buildxact Services and the Client\u2019s Account other than for the Approved Purpose;<\/li>
          2. infringe any laws, third party rights or our policies, procedures or Guidelines (including, for the avoidance of doubt, the Privacy Policy);<\/li>
          3. use the Website or their Account in any way when the Client has been suspended from using the Website or their Account in accordance with these Terms;<\/li>
          4. circumvent or manipulate the Fee structure, billing process, or Fees owed to Buildxact;<\/li>
          5. post false, inaccurate, misleading, defamatory or offensive content (including Personal Information);<\/li>
          6. transfer their Account, username and password to another person without our consent;<\/li>
          7. distribute viruses or any other technologies that may harm Buildxact, the Website, their Account, other accounts on the Website, or the interests or property of other Account holders, Clients or other users of the Website and Buildxact Services;<\/li>
          8. violate or attempt to violate the security of the Website, their Account, or any other account on the Website, or hack into the Website, their Account or other accounts of the Website which the Client is not authorised to use or have been suspended from using;<\/li>
          9. copy, modify or distribute rights or content owned by Buildxact, other Account holders, Clients or other users of the Website including any copyrights and trademarks;<\/li>
          10. harvest or otherwise collect information from Buildxact, other Account holders, Clients or other users of the Website, including email addresses, without their consent;<\/li>
          11. use the Buildxact Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions; or<\/li>
          12. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Buildxact Services or any part or element thereof, or attempt to extract the source code thereof.<\/li><\/ol>
            6.2 Certain Uses Require Supplier Consent\u00a0<\/strong><\/h6>

            The Client or any User may not, without Buildxact\u2019s prior express written consent:<\/p>

            1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Buildxact Services available in whole or in part to any third persons, unless such third person is another authorised User of the same Client or Enterprise Customer;<\/li>
            2. use the Buildxact Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;<\/li>
            3. use the Buildxact Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Buildxact;<\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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              \n\t\t\t\t\t\t\t\t\t7. Defects and Rectifications\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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              The Client agrees to use best endeavours to report any defect to Buildxact as soon as reasonably practicable after becoming aware of any Defect in respect of the Buildxact Services.<\/p>

              Buildxact agrees to evaluate Defects based on their impact to Buildxact\u2019s customer base and will prioritise the rectification of such Defects at Buildxact\u2019s sole discretion. Buildxact agrees to use reasonable endeavours to rectify any Defect that it considers a priority within a reasonable period of time after notification being made.<\/p>

              For the avoidance of doubt, the Client acknowledges and agrees that Buildxact is not required to make the Buildxact Services function in a way that may be preferred by the Client, but which is not a Defect of a function included in the Buildxact Services and that is used satisfactorily by other users of the Buildxact Services.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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              8.Privacy<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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              Buildxact takes the privacy of its Clients and Users very seriously.<\/p>

              Buildxact does not provide Personal Information of a Client or User to any third parties without explicit consent, unless required to by law, and in such circumstances Buildxact will act in accordance with clause 4.5. Buildxact may use the Client\u2019s information only as described in the Privacy Policy. Clients and Users can access and modify information provided by signing into the Account. If Buildxact provides a Client or User with information about another Client or User, the Client or User agrees that it will use the information only for the purposes it is provided. Clients and Users may not disclose, use or distribute another Client\u2019s or User\u2019s information to a third party for purposes unrelated to the Website or the Account.<\/p>

              Buildxact\u2019s Privacy Policy (located on the relevant Website) is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Buildxact\u2019s collection, use, and disclosure of Client\u2019s or User\u2019s Personal Information.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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              \n\t\t\t\t\t\t\t\t\t9. Intellectual Property\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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              9.1 Reservation of Rights and Ownership<\/strong><\/h6>
              1. \u00a0Other than in respect of Client Data or other content created by a Client or Users on an Account, reproduction of part or all of the contents in any form of the Buildxact Services or an Account page is prohibited and no content may not be recopied and shared with a third party.<\/li>
              2. The materials displayed on the Website and an Account (other than in respect of a Client\u2019s own content or Client Data), including without limitation all information, text, graphics, names, logos, trademarks, design, software and advertisements (\u201cIntellectual Property\u201d) are protected by copyright, trade mark and other intellectual property laws unless expressly indicated otherwise on the Website or an Account. Clients and User\u2019s may access and display this Intellectual Property contained on the Website or an Account page on a computer or a monitor and print out for personal or internal business use only. All other use, copying or reproduction (including reproduction on any other website) of any part of the Buildxact Services or an Account (other than in respect of Client Data) is prohibited unless expressly stated otherwise. Clients and Users must not use the Buildxact Services and an Account in any manner or for any purpose which is unlawful, or which violates the rights of any owner of any content or these Terms.<\/li>
              3. Nothing contained in these Terms, the Buildxact Services or an Account constitutes a transfer or license of any such Intellectual Property rights to the Client.<\/li><\/ol>

                Buildxact reserves all reasonable rights to Intellectual Property not expressly granted to the Client in these Terms of Service.<\/p>

                9.2 Use of Intellectual Property<\/strong><\/h6>

                The Client acknowledges and agrees that Buildxact may use the Client\u2019s intellectual property in the marketing and promotion of these Terms of Service on the terms and conditions set out in these Terms of Service provided that:<\/p>

                  1. such use is limited to use by Buildxact for the purposes of these Terms of Service including, in relation to the provision of the Buildxact Services;<\/p><\/li>

                  2. such use is in compliance with the Client\u2019s logo and branding guidelines as provided to Buildxact from time to time;<\/p><\/li>

                  3. Buildxact shall not modify, or adapt the Client\u2019s name, logo or trademarks in any way without prior written consent (other than by way of reduction or enlargement in size in compliance with the Client or Enterprise Customer\u2019s logo and branding guidelines);<\/p><\/li>

                  4. Buildxact will provide the Client with samples of all advertising, literature, brochures, and other material using the Client\u2019s intellectual property at least 10 business days prior to actual use or publication. The Client will review such samples and give approval or rejection (not to be unreasonably withheld) within 5 business days of receipt; and<\/p><\/li>

                  5. Buildxact will not distribute any advertising, literature, brochures or other material using the Client\u2019s intellectual property without the Client\u2019s prior written approval.<\/p><\/li><\/ol><\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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                    \n\t\t\t\t\t\t\t\t\t10. Representations and Warranties\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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                    The Client and each User represents and warrants to Buildxact that:<\/p>

                    1. it has full power and authority to accept and perform its obligations under these Terms of Service (including, for the avoidance of doubt, where it is a person entering into these Terms of Service on behalf of a corporation);<\/li>
                    2. if it is a corporation, it is validly incorporated, organised and subsisting in accordance with the laws of its place of incorporation;<\/li>
                    3. if it is a corporation, has taken all necessary action to authorise the acceptance, delivery and performance of these Terms of Service in accordance with its terms;<\/li>
                    4. if it is accepting these Terms of Service on behalf of a party under a power of attorney, it has no notice of the revocation of that power or of any fact or circumstance that might affect his or her authority to enter into these Terms of Service under that power;<\/li>
                    5. it will comply, at all times, with all applicable laws in the performance of its obligations under these Terms of Service and use, promotion and or marketing (as applicable to the Subscription Type) of the Buildxact Services; and<\/li>
                    6. it has full right, title, interest and ownership in any and all Client Data or content uploaded to an Account. Further, any Client Data and content uploaded to an Account will not infringe upon the intellectual property rights of any third party and the Client and its Users (as applicable) have not received any notice regarding any alleged infringement thereof.<\/li><\/ol>

                      Buildxact represents and warrants that it has full title and ownership to the Buildxact Services and has the authority to grant the License hereunder. To the best of the Buildxact\u2019s knowledge the Buildxact Services do not infringe upon the intellectual property rights of any third party and that it has not received any notice regarding any alleged infringement thereof.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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                      \n\t\t\t\t\t\t\t\t\t11.\tIndemnity\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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                      The Client agrees to indemnify Buildxact, its related bodies corporate (as defined in the Corporations Act) and affiliates, and their respective directors, officers, employees and agents, from any Claims, causes of action, damages, liabilities, losses (including direct loss, damage or loss) arising in contract, tort (including negligence, statute or otherwise), costs, debts and expenses (including reasonable legal fees and costs) arising from or as a result of, or relating to:<\/p>

                      1. the Client\u2019s use of the Website, Buildxact Services or the Client\u2019s Account, or any information the Client provides to Buildxact, including a breach of the Terms, or any of the representations and warranties given by the Client under the Terms, or any violation of applicable law or court order; and<\/li>
                      2. any Claim or demand, including legal fees and costs, made against Buildxact by any third party due to or arising out of the Client\u2019s breach of the Terms, or the Client\u2019s infringement of any law or the rights of a third party in the course of using the Website, Buildxact Services or the Client\u2019s Account,<\/li><\/ol>

                        and specifically excluding an indemnity for indirect loss or consequential loss.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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                        \n\t\t\t\t\t\t\t\t\t12. Limitation of Liability\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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                        12.1 No Advice<\/strong><\/h6>

                        No part of the Website or any information contained on an Account is intended to constitute advice by Buildxact. We are not liable or responsible for any reliance placed on the Website or the Account, and the contents of the Website or the Account, by the Client or anyone who the Client may inform of its contents.<\/p>

                        12.2 Warranty Disclaimer<\/strong><\/h6>

                        To the extent permitted by law, the Buildxact Services are provided on an \u201cAS IS\u201d basis. Buildxact, other than those identified in clause 10, makes no warranties, representations and guarantees (whether express or implied) in respect of the Website and Buildxact Services, including without limit all warranties, representations and guarantees related to merchantability or fitness for purpose, accuracy, completeness, reliability, usability, security, quality, performance, availability, or timeliness of the Website or the Buildxact Services, their content or the content of any website linked to or from the Website or an Account. Where the Client takes action, or omits to act, make any decision, or enter into any agreement with any other person, as a result of the use of the Website and Account, the Client acknowledges that they do so having independently made all such investigations and taken all such professional advice as may be necessary to enable them to make an informed and independent decision.<\/p>

                        12.3 Internet Performance Disclaimer<\/strong><\/h6>

                        Buildxact does not and cannot control the flow of data via the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt the internet. Buildxact will use commercially reasonable efforts to remedy and avoid such events, but cannot guarantee that such events will not occur. Accordingly, Buildxact disclaims any liability resulting from or relating to such events.<\/p>

                        12.4 Exclusion of Incidental, Consequential and Certain Other Damages<\/strong><\/h6>

                        Buildxact, its related bodies corporate and affiliates and their officers, employees, agents and contractors are, to the maximum extent permitted by law, not liable to the Client or any other person for any losses, expenses, Claims or costs (including without limitation for any loss of profits, revenue or data, incidental, consequential, exemplary, special, or indirect damages) arising under or in connection with the Terms, the Website, the Buildxact Services or the Client\u2019s Account, any information downloaded from the Website the Buildxact Services or the Client\u2019s Account, the Client\u2019s use of or access to (or inability to use or access) the Website, the Buildxact Services or the Client\u2019s Account, or any third party or other Client\u2019s or User\u2019s use of or access to the Website, the Buildxact Services or the Client\u2019s Account.<\/p>

                        12.5 Limitation of Liability<\/strong><\/h6>

                        To the extent that liability has not been or may not be excluded under the Terms, and to the extent permitted by law, our total liability to the Client under or in connection with the Terms, the Website, the Buildxact Services or the Client\u2019s Account and any information downloaded from the Website, the Buildxact Services or the Client\u2019s Account, or the Client\u2019s use of or access to (or inability to use or access) the Website, the Buildxact Services or the Client\u2019s Account, or any third party or other Client or User\u2019s use of or access to this Website, the Buildxact Services or the Client\u2019s Account, will not exceed the Fee paid for the Buildxact Services under the applicable Subscription Plan applying to the Account upon registration.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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                        13.1 Termination for Convenience<\/strong><\/h6>

                        A Subscription Plan may be terminated for convenience as specified below:<\/p>

                        1. by the Client by clicking the cancellation link on the Website, when logged in to the Account or by other means specified by Buildxact. Note as set out in clause 13.4 No Refunds<\/strong> and Clause 14 Subscription Plans and Termination Terms<\/strong> the Clients subscription will continue until the end of current Subscription Plan determined by the Client\u2019s contract (month by month contract or annual contract);<\/li>
                        2. by Buildxact providing at least 30 days advance written notice to the Client; or<\/li>
                        3. immediately by either party, if proceedings are initiated for the other party\u2019s liquidation or insolvency or a negotiated settlement with the other party\u2019s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors. For the avoidance of any doubt, termination shall be effective as per the termination by the Client under clause 13.1(a) and is subject to the termination period for each relevant plan as specified in clause 14.<\/li><\/ol>
                          13.2 Termination for Default\u00a0<\/strong><\/h6>

                          A Subscription Plan may be terminated for default or access to an Account limited or discontinued as follows:<\/p>

                          1. by either party in case of a material breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party;<\/li>
                          2. immediately by either party if the other party breaches its obligations, as applicable under clause 9 (Intellectual Property Rights) and clause 11 (Indemnity) of these Terms; or<\/li>
                          3. by Buildxact if required to give effect to clauses 2.1(b), 2.1(c), 2.1(d) or 13.6.<\/li><\/ol>
                            13.3 Effect of Termination<\/strong><\/h6>

                            Upon termination of the Subscription Plan,<\/p>

                            1. Buildxact shall deactivate the Account, as soon as reasonably practicable after the time outlined in clause 14 of these Terms. If the Client has specifically requested for an earlier deactivation of the Account, Buildxact shall fulfil such request within 1 month of its receipt of such request.<\/li>
                            2. Client must:
                              1. stop using and prevent the further usage of the Buildxact Services beyond the time outlined in clause 14, including, without limitation, the Platform;
                              2. pay any amounts owed to Buildxact under these Terms; and
                              3. discharge any liability incurred by the Client before under these Terms prior to their termination; and<\/li>
                            3. c. The following provisions shall survive the termination of these Terms: Clauses 1, 4.4, 6, 8, 9, 10, 11, 12, 14, 15, 16 and 17.<\/li><\/ol>

                              No Data is available to the Client after Termination and Buildxact makes no warranty as to the availability or capability to transfer, use or export any Data after Termination, or that any previously saved Data will be available for use in the resumption of Buildxact Services after Termination.<\/p>

                              13.4 No Refunds<\/strong><\/h6>

                              Except where these Terms of Service are terminated as a result of a material breach by Buildxact or as required by law, the Client is not entitled to any refund of all or part of the Fees paid by the Client. On termination and in all other circumstances Buildxact is entitled to retain all Fees and amount paid by the Client, whether in advance under an Annual Subscription Contract Paid Annually (clause 14.3) or other subscription as outlined in clause 14. For the avoidance of doubt, Buildxact is entitled to any remaining monthly payments remaining under the Annual Subscription Paid Monthly (clause 14.2).<\/p>

                              13.5 Remedies<\/strong><\/h6>

                              If Buildxact terminates these Terms as a result of an uncured breach by a Client or User, Buildxact is entitled to exercise any of Buildxact\u2019s legal rights against the Client in accordance with these Terms of Service or take reasonable action to remedy the uncured breach. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Buildxact Services.<\/p>

                              13.5 Third Party Harm<\/strong><\/h6>

                              If Buildxact has reasonable grounds to believe that the Client\u2019s or User\u2019s use of the Buildxact Services, including the Account may harm any third persons, Buildxact has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

                              \n\t\t\t\t
                              \n\t\t\t\t\t\t\t\t\t14. Subscription Plans and Termination Terms\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
                              \n\t\t\t\t
                              \n\t\t\t\t\t\t\t\t\t

                              Buildxact offers the following paid subscriptions which the Client may select upon signing up and together are the Subscriptions Plans:<\/p>

                              1. Month to Month contracts paid monthly (see clause 14.1);<\/li>
                              2. Annual contracts paid by monthly payments (see clause 14.2); and<\/li>
                              3. Annual contracts paid by annual payments (see clause 14.3).<\/li><\/ol>
                                14.1 For Month to Month Contracts<\/strong><\/h6>

                                The following provisions under clause 14.1 shall apply when the Client selects a Month to Month Contract.<\/p>

                                a. Subscription terms<\/strong><\/h6>