Terms and Conditions

Australian and New Zealand College of Perfusionists Website Terms of Use

Updated August 2023

These terms of use (“Terms”) govern your use of all websites (“Site”) operated by the Australian and New Zealand College of Perfusionists or the ANZCP, being:

Australian and New Zealand College of Perfusionists (ABN 59 896 655 656);

of P O Box 921, Parkville 3052, Victoria.

By accessing the Site or creating a Members Login or Account, you are considered to have read and understood these Terms and you agree to be legally bound by them at all times.

Key phrases defined in these Terms are either defined in inverted commas/quotation marks or in clause 15.

You agree that when you create an Account or access the Site, you are doing so as an individual.
1. Authorised Users

1.1       You are responsible for ensuring you use your Account or Members Login in accordance with these Terms.

2. Changes

2.1     We may vary the features, functions, content and other benefits available through the Site from time to time. If these changes will materially and adversely impact any Account holders, we will provide those Account holders prior notice of the variation as described in clause 2.3.

2.2    Nothing in these Terms imposes any obligation on us to develop, release or install for you any content, updates, upgrades, patches, bug fixes, new releases or new versions in relation to the Site.

2.3      We will give a notice required by Clause 2.1 by email or by posting a notice on the Site, and those changes will take effect 30 days from the date on which we give you notice. If you do not want your Account to continue after the proposed changes, you should immediately close your Account.

3. Third Party Applications

3.1     The Site interacts with Third Party Applications and requires Third Party Applications or Third Party Providers to be used for particular features or functionality.

3.2       We warrant that, where we use Third Party Applications or Third Party Providers for the Site:

(a)  we are entitled to grant you the licence to use the Site;

(b)  the grant of that licence does not infringe the Intellectual Property Rights of any Third  Party Provider; and

(c)  we will comply with the terms of use of any Third Party Applications or Third Party Providers to try to ensure you have uninterrupted use of the Site.

3.3      We do not make any representations or give any warranties regarding Third Party   Applications.

4. Links to Third Party Websites

4.1       The Site may contain links to Third Party Websites.

4.2     Links to Third Party Websites on the Site are provided as a convenience to you and not as an endorsement of the Third Party Websites, their content or their owners and operators.

4.3       We are not responsible for the content or security of any Third Party Website.

5. Usernames and passwords

5.1      When you create an Account, you agree that:

(a)  you are solely responsible for your Account and its security and privacy, including password or sensitive information attached to that account and ensuring that your Account is used only by you; and

(b)  all personal information you provide to us through your Account is up to date, accurate and truthful and that you will update your personal information, if it changes.

5.2     You must not:

(a)  transfer usernames and passwords to another user;

(b)  create, or allow third parties to create on your behalf, accounts with us through unauthorised means, including by using an automated device, script, bot or other similar means.

5.3     You must immediately notify us if a username and password is lost, stolen, missing or otherwise compromised and take immediate steps to change the relevant password.

6. Your responsibilities and obligations

6.1       You are responsible for ensuring that your use of the Site, complies with all applicable laws, regulations and codes of conduct and does not infringe the Intellectual Property Rights or other rights of anyone.

6.2       You must:

(a)  comply with these Terms and any terms applied to the services you procure through your Account, at all times;

(b) comply with any documentation made available by us to you from time to time;

(c) not modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Site and any reports generated by using the Site including removing copyright or other proprietary notices;

(d)  not extract, scrape or otherwise harvest any data from the Site;

(e) not interfere with or disrupt the Site, including transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature or violate in any way the rights of other users of the Site;

(f)  not hack into the account of another user of the Site;

(g) not attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained on the Site;

(h)  not distribute any part of the Site for commercial purposes or otherwise sublicense or resell access to the Site;

(i)   not act in any way that could be considered fraudulent;

(j)  immediately notify us if you become aware of any breach of these Terms by you; and

(k)  not upload any Unacceptable Content to the Site.

6.3    We reserve the right to, at any time, suspend or terminate your Account if you are using the Site illegally or if you violate these Terms, or any other terms applying to the services you procure through your Account. If we do so, we will provide you with written notice.

6.4   If we reasonably believe that any Unacceptable Content has been uploaded to the Site, we will remove this Unacceptable Content.

7. Privacy

7.1      The transmission and exchange of information is carried out at your own risk. We cannot guarantee the security of any information that you transmit to us or receive from us. Although we take measures to safeguard against unauthorised disclosures of information, we cannot assure you that Personal Information that we collect will not be disclosed in a manner that is inconsistent with this Privacy Policy.

8. Availability

8.1       We attempt to make the Site available 24/7, but from time to time it, or some of the features or functionality may be unavailable for whatever reason.

9. Termination

9.1        We may terminate your Account with immediate effect if we have reasonable grounds to suspect that you:

(a)  have contravened or are contravening any laws;

(b)  due to your act or omission, have caused damage to our reputation, goodwill or other interests;

(c)  due to your act or omission, allowed unauthorised access to your Account;

(d)  have breached any of these Terms, or the Terms applying to any services you procure through your Account and:

  1. if the breach is capable of remedy, have not remedied the breach within 14 days of receiving notice from us requiring the breach to be remedied; or
  2. the breach is not capable of remedy; or

(e)  are subject to an Insolvency Event;

9.2     Upon termination of your Account, you must immediately cease using our portal, and we may disable all of your usernames and passwords.

9.3      We may prevent you from accessing the Site or your Account in our sole discretion for any reason, including if we have reason to believe that you have breached these Terms, you do not intend to comply with these Terms, you are unable to comply with these Terms or to otherwise protect our business interests.

10. Confidentiality

10.1      Both parties:

(a)  may use the other party’s Confidential Information solely for the purposes set out in or reasonably contemplated by these Terms;

(b)  must keep confidential all the other party’s Confidential Information; and

(c)  may disclose the other party’s Confidential Information only:

        i.  to their employees, contractors and professional advisors who:

                   a)  are aware and agree that the Confidential Information must be kept confidential; and
                   b)  have a need to know the Confidential Information (and only to the extent that each has a need to know);

        ii.  as required by law or securities exchange regulation; or

        iii.  with the prior written consent of the other party.

10.2     Each party must notify the other immediately if they become aware of any breach of confidentiality in respect of the other’s Confidential Information and must take all reasonable steps necessary to prevent further unauthorised use or disclosure of the Confidential Information.

11. Intellectual Property

11.1     Except as otherwise expressly set out in these Terms, you acknowledge that all content published and made available on the Site is the property of ANZCP IP and includes, but is not limited to, images, text, logos, documents, downloadable files and anything else that contributes to the composition of the Site. Nothing in these Terms grants you any rights or ownership in respect of Intellectual Property Rights in the Site, Data or Documentation.

12. Disclaimer

12.1   The Site is provided to you on an ‘as is’ and ‘as available’ basis. Subject to clause 13.1, we do not make any representations or give any warranties or guarantees:

(a)  about the accuracy, reliability or completeness of the Site or any content provided through it;

(b)  that your access to the Site will be uninterrupted, error free or free from corruption, viruses, interference, hacking or other security intrusion;

(c)  that the Site will be fit for any particular purpose.

13. Liability

13.1     Where the Australian Consumer Law applies and cannot be excluded, these Terms will not limit your legal rights and remedies under that legislation. These Terms will be read subject to the mandatory provisions of the Australian Consumer Law. If there is a conflict between these Terms and the Australian Consumer Law, the mandatory provisions of the Australian Consumer Law will apply.

13.2     Subject to clause 13.1 and notwithstanding any other provision in these Terms, we and our directors, officers, agents, employees, subsidiaries, and affiliates will not be liable for any actions, claims, losses, damages, liabilities and expenses including legal fees from your use of the Site including any Loss arising from (but not limited to):

(a)  any computer viruses or malicious code being transferred by or obtained as a result of your use of the Site; or

(b)  any hacking into, data security issues or other similar attacks on the Site or our technical infrastructure including computer servers or other hardware.

13.3    Except where prohibited by law, by using the Site or creating an Account you indemnify and hold us and our directors, officers, agents, employees, subsidiaries, and affiliates harmless from any actions, claims, losses, damages, liabilities and expenses including legal fees arising out of your use of the Site or your Account, or your violation of these Terms.

13.4     Neither party will be liable for any Consequential Loss (however caused) suffered or incurred by the other party in connection with these Terms.

14. General provisions

14.1     These Terms are governed by and will be construed in accordance with the laws of the State of Victoria. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

14.2     Neither party is liable for any failure to perform or delay in performing its obligations under these Terms if that failure or delay is due to a Force Majeure Event and it has provided notice to the other party of the Force Majeure Event.

14.3     In the event that any provision of these Terms or its application to any person or circumstance is or is found to be invalid or unenforceable, that invalidity or unenforceability will not affect the validity or enforceability of the other provisions of these Terms or the application of such provisions to any person or circumstance and the said remaining provisions will remain valid, enforceable and will be given full force and effect.

14.4     In these Terms, the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’ or ‘such as’ or similar expressions.

15. Definitions

15.1     In these Terms:

Account means the account that you create on the Site in order to access and use our online services such as via your Member Login.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent consumer protection legislation in your jurisdiction.

Confidential Information means information provided by us to you or you to us that:

(a)  by its nature is confidential;

(b)  is designated by the disclosing party as confidential; or

(c)  the receiving party knows, or ought to know, is confidential

but does not include information:

(d)  that when first disclosed to the receiving party is in the public domain;

(e)  which, after disclosure to the receiving party, comes into the public domain (other than in breach of the obligations in these Terms)

(f)   which the receiving party can prove was in its possession when first disclosed to it by the disclosing party and had not been acquired directly or indirectly from the disclosing party; or

(g)  which the receiving party received from a third party, provided that as far as the receiving party is aware (without the need for enquiry) it was not received directly or indirectly from the disclosing party in breach of an obligation of confidence owed by the third party to another person and was not provided by the third party acting on the authority of the disclosing party.

Consequential Loss means any form of indirect, special or consequential loss, including loss of reputation, loss of profits, loss of Data, loss of actual or anticipated savings, loss of bargain and loss of opportunity; and any loss beyond the normal measure of damages.

Consumer Guarantee means a guarantee provided under Division 1 of Part 3-2 of the Australian Consumer Law.

Data means the data services we make available through the Site from time to time.

Documentation means any user manuals, FAQs, tutorial videos or other similar documents in any form made available by us to you in connection with the Site.

Force Majeure Event means an act of God, epidemic, pandemic, fire, lightning, explosion, flood, weather, war, terrorism, a failure in electrical supply, and any cause whether similar or not which is outside the reasonable control of the affected party.

Insolvency Event means:

(a)  in relation to a body corporate (including a statutory corporation, company and an incorporated association):

     i. where the body corporate becomes or proposes to become an “Externally Administered Body Corporate” as defined under the Corporations Act 2001(Cth);

     ii. has committed an act of bankruptcy;

     iii.   is insolvent; or

     iv. is or proposes to be an Insolvent Under Administration.

(b)  in relation to an individual (including as a partner in a partnership):

       i. the act of bankruptcy; or

       ii. entering into a scheme or arrangement with creditors;

(c)  in relation to a trust:

       i. the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control; or

       ii. the occurrence of any event that has substantially the same effect to any of events described in (a) and (b) above.

Intellectual Property Rights includes all present and future rights in relation to copyright (including database rights), trademarks, designs, patents or other proprietary rights, trade secrets, know-how and processes or any rights to registration of such rights whether created before or after the date of this agreement, and whether existing in Australia or otherwise.

Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent, and includes direct loss and Consequential Loss.

Personal Information has the meaning given to it under the Privacy Act 1988 (Cth).

Site means the websites operated by the us under license from ANZCP IP (ABN 59 896 655 656).

Third Party Application means any product, service, system, application or internet site integrated or interfaced with the Site that is owned or operated by a Third Party Provider.

Third Party Provider means any third party that provides products or services that are used by you in connection with the Site.

Third Party Websites means any website that is owned and operated by third parties and not under our control.

Unacceptable Content means:

(a)  content which, in our reasonable opinion, is obscene, offensive, upsetting, defamatory, illegal or inappropriate, infringes or appears to infringe the Intellectual Property Rights of any person or contravenes or appears to contravene any applicable laws, regulations or codes of conduct;

(b)  content which is incorrect, false or misleading; or

(c)  files with any viruses, malicious code or other conditions which could damage or interfere with data, hardware or software.

We or us means:

(a)  Australian and New Zealand College of Perfusionists (ABN 59 896 655 656) or the ANZCP;

You or your means the person (where an individual has agreed to these terms on their own behalf) who creates an Account with us or uses the Site.