GAIN VISIBILITY AND CONTROL OF SUPPLIER RISK

Tees and Cees

 Terms of Use

This agreement is between you or the entity you represent (“you”, “your”) and Trudexia PTY LTD (“us”, “we”, “Trudexia”) and consists of these terms of use, terms incorporated by reference, the Privacy Statement and the Code of Conduct (together, the “Agreement”). By subscribing with Trudexia, you agree that you are bound by this Agreement and it cannot be amended or varied without our prior written consent.

If you are entering into this Agreement on behalf of an entity, you represent that you have the legal authority to bind that entity. If you specify a company name in your subscription with us, you will be deemed to have entered into this Agreement on behalf of that company.

These terms of use apply to and are binding upon Suppliers, Assessors, Customers, Agents and us. Certain clauses which apply only to Suppliers, Assessors, Customers and Agents will be in addition to these Terms of Use.

Key terms are defined in Section 10.

1 The Service

 

1.1 Service

Trudexia is an information sharing platform that is intended to connect customers, assessors, suppliers and agents to each other whilst providing information about each other to enable participants to evaluate risks. The Trudexia platform is referred to as the “Service”.

 

1.2 Right to use.

We grant you the right to access and use the Service strictly in accordance with this Agreement.

 

1.3 Updates

We may make changes to the Service from time to time, including: the availability of its features; how long, how much or how often any given feature may be available to you to be used. We will provide you with prior notice before removing any material feature or functionality of the Service unless Trudexia, legal, or system performance considerations require an expedited removal.

2 User Account

2.1 Account

You must register an account before being able to use the Service. In order to do so, you must provide us with current, complete and accurate information about you or your entity. You are responsible to indemnify Trudexia for all loss and damage (including claims made by other users of the Service) arising or suffered as a result of false or misleading information that you give us when you register for an account.  You may not select an account user name or identifier that impersonates someone else, is or may be illegal, or may be protected by trademark or other registered or unregistered intellectual proprietary rights, is vulgar or offensive or may cause confusion. We reserve the right to reject and/or reassign user names and Service identifiers in our sole discretion.

2.2 Responsibility for your Account.

You are responsible for:

  1. any and all activities that occur under your account including responsibility for content;

  2. maintaining the confidentiality of any non-public authentication credentials associated with your use of the Services; and

  3. promptly notifying us about any possible misuse of your account or authentication credentials, or any Trudexia incident related to the Service.

 

2.3 Your conduct and the availability of third party content and links to third party content.

For any interaction you undertake on the Service, you must follow the Code of Conduct. We reserve the right to review and remove material posted onto the Service. Agents, Assessors and Suppliers are not authorised Trudexia spokespersons, and their views and opinions do not necessarily reflect ours.

 

2.4 Submissions

We own all submissions, posts or data (Submissions) placed onto the Service by Customers, Suppliers, Assessors or Agents. By providing a Submission, you irrevocably grant to us the right to make, use, modify, distribute and otherwise commercialise the Submission(s) in any way and for any purpose which is connected with the Service. No compensation will be paid with respect to the use of Submissions. We are under no obligation to post or use any Submission and we may remove any submission at any time. By providing a Submission, you warrant that it is complete, truthful and accurate and you own or otherwise control all of the rights to your Submission and that it is not subject to any rights of a third party (including any personality or publicity rights of any person).

3 Trudexia, Privacy Policy, and Ownership of Data

3.1  This Privacy Policy describes how Trudexia PTY LTD collects, holds, discloses and otherwise processes personal data and the steps that Trudexia PTY LTD takes to secure the personal data that it holds. In this Privacy Policy, "we", "our" and "us" are all references to Trudexia PTY LTD.

 

3.2  We are committed to complying with our privacy obligations in accordance with all applicable data protection laws, including the Australian Privacy Principles contained in Schedule 1 to the Privacy Act 1988 (Cth) (the "Privacy Act"). We comply with the EU General Data Protection Regulation ("GDPR") to the extent it applies to the personal data that we collect, hold, disclose and otherwise process ("GDPR Data").

 

3.3  If we decide to amend or update this Policy, we will post the updated version on this webpage so that you will always know what personal data we gather, how we might use that information, and whether we will disclose it to anyone.

 

What is personal data?

 

3.4   "Personal data" has the meaning given to the term "personal information" in the Privacy Act (except in relation to GDPR Data – in which case "personal data" has the meaning given to it in the GDPR).

 

3.5   The Privacy Act defines "personal information" as information or an opinion about an identified individual, or an individual who is reasonably identifiable:

(a)   whether the information or opinion is true or not; and

(b)   whether the information or opinion is recorded in a material form or not. Section 187LA of the Telecommunications (Interception and Access) Act 1979 extends the meaning of personal information to cover information kept under Part 5‑1A of that Act.

 

3.6   Article 4(1) of the GDPR defines "personal data" as any information relating to an identified or identifiable natural person ('data subject'); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Types of personal information we collect

 

3.7   Our goal is to minimise the amount of personal data we collect. Accordingly, we only collect personal data that is adequate, relevant and limited to what is necessary for the purpose for which it is to be processed and only where we are entitled by law to collect it. We may also use collected personal data for other related, directly related or compatible purposes (if and where permitted by applicable law).

 

3.8   We collect the following types of personal data:

  • Contact details, transaction, employment and payment data: We collect names, gender,  job titles,  telephone numbers,  mobile phone numbers,  email addresses, occupation,  credit card details,  tax file numbers,  bank account details,  records of products and services supplied to a person, postal addresses,  residential addresses, business addresses, information contained in resumes and employment records such as employment history, education, qualifications, academic transcripts, and criminal record personal data contained in comments and feedback, personal preferences. We will process this personal data in order to administer our client, employment and business relationships, to answer questions about and to provide and manage our services, and to otherwise enforce our rights and comply with our obligations.

  • Client databases: In the course of providing our services we may host client databases or content specifically at the request of our clients that our clients have provided to us. These databases and content may include any type of personal data.

  •  

  • Website analytics data: We collect and process personal data known as analytics data for analytical purposes, designed to measure and monitor how our websites are being used and to highlight any areas for improvement, optimisation and enhancement of our websites, including user location,  IP addresses,    cookie data,  information about devices accessing our websites (IP address, the type of device used to access our websites and the operating system), the amount of time a user spent on our website and in which parts of it, and the path they navigated through it. We will process this personal data in order to monitor and detect unauthorised use of our websites, and to establish how our websites are used and to highlight areas for potential improvement of our websites. We often aggregate this data with other data. However, where the aggregated data is classified as personal information (or in the case of GDPR Data, personal data) we treat it in accordance with this Privacy Policy.

  • Cookies and other tracking technologies: We use cookies and other tracking technologies (such as traffic analytics) on our websites for website functionality, performance and advertising purposes. We will not place such tracking technologies on your computer, smartphone or electronic device without your consent, unless they are required in order for us to provide the functionality supplied by our websites. If they are not installed, features of our websites may be unavailable and your experience may be impaired as a result. Cookies are pieces of information that a website transfers to a computer's hard disk for record-keeping purposes. We may use session cookies, which are only stored for a limited amount of time and persistent cookies that remain indefinitely until they are deleted. Such cookies may be installed by us or by our third contractors. Cookies enable us to remember and recognise you to better facilitate your user satisfaction when you visit our websites by helping us tailor and improve the information we present to you. The use of cookies is common in the Internet industry, and many major websites use them to understand your usage of websites, to customise websites for you, for statistical purposes and to provide useful relevant features, products, advertisements and services. A cookie may be used to tell when your computer or device has contacted our websites and extracts information such as your IP address, browsing pattern, content that you have viewed and browser type.

 

Who we collect personal data about

 

3.9   We collect personal data of:

  1. any person who contacts us with enquiries about our services, whether by email, through contact forms on our website, face to face or by telephone;

  2. people who download content from our website;

  3. our officers, agents, employees and subcontractors;

  4. our clients (and their officers, agents, employees and subcontractors);

  5. other parties to a transaction or dispute that we or our clients have entered into or are considering entering into or negotiating, and their representatives;

  6. our suppliers (and their officers, agents, employees and subcontractors);

  7. individuals who participate in our surveys;

  8. employees, potential employees, subcontractors, potential subcontractors and work experience applicants;

  9. any person where it is necessary to do so in order to provide the services that we are engaged or instructed by our clients to perform; and

  10. the representatives of other service providers and other third parties who may contact us about our clients and who we deal with on behalf of our clients.

 

How we collect personal information

 

3.10       We collect personal data in the following ways:

  1. when our clients and potential clients fill out forms with their personal data;

  2. when we take notes during meetings, interviews, telephone calls, conferences and events;

  3. through emails, letters and other correspondence and documents that we receive from clients, potential clients and others;

  4. when we are contacted by or communicate with any person online, through social media, email, communication tools such as Skype, online chat programs, blogs and the contact forms on our websites;

  5. when people apply for employment with us or offer to provide us with goods or services as suppliers and contractors (for example, potential employees will provide us with personal information that we will collect when they provide us with references, resumes and attend job interviews);

  6. when our employees, contractors and suppliers provide us with personal data;

  7. when we trade business cards with any person;

  8. when it is sent to us by our clients for the purpose of providing us with instructions or information necessary for us to process in order to provide services to our clients;

  9. when it is included in contracts that we enter into;

  10. through websites, public registers and directories such as telephone directories and business name and company searches;

  11. in the course of providing our services;

  12. when we obtain databases containing personal data that our clients provide us with so that we can provide services to them which rely on those databases;

  13. where any person voluntarily discloses it to us.

 

How we hold and use personal data

 

3.11       We hold personal data that we collect in our offices, computer systems, and third party owned and operated hosting facilities. We use personal data for the following purposes:

  1. in order to verify a person's identity when we are contacted to ensure that we know who we are communicating with;

  2. to communicate with our and our potential clients, employees, subcontractors, suppliers and colleagues, whether by telephone, email, post or otherwise;

  3. to provide clients with our services and to administer, maintain and answer questions about our services;

  4. in order to send newsletters and other communications to our clients concerning our services, events and business opportunities;

  5. to send marketing material to clients and other individuals in our newsletter database who we believe may be interested in the content of our marketing material;

  6. to enforce our rights and comply with our contractual and other legal obligations;

  7. to issue bills and invoices to our clients and others, and to enforce the payment obligations of our clients to pay our fees;

  8. in order to consider a person as a potential employee or contractor (for example, by checking a person's references or considering the persons' resume and arranging interviews) and to pay our employees and contractors their wages, salaries, service fees and other entitlements;

  9. when conducting publicity campaigns;

  10. to handle complaints;

  11. to manage employee records;

  12. in order to process an application for our services;

  13. to identify customers and other individuals when we are contacted with questions or concerns regarding the products and services we provide;

  14. when conducting research and development of our products and services;

  15. in order to conduct checks for credit worthiness;

  16. for direct marketing purposes.

 

Who we disclose personal data to

 

3.12       We will only disclose personal data that we collect to third parties as follows:

  1. To our suppliers who host our files and databases in the cloud – we store backup copies of our computer files, software and databases in the cloud with our hosting providers who host those files, and that software and databases (including any personal data contained in them) on our third party hosting providers' computer servers located in their data centres;

  2. To hosting providers who host our clients' databases and content – where necessary or practical to do so for the purposes of providing services to our clients or for the purposes of operating our business, we hold our clients' databases and content (including any personal data contained in them) on third party computer servers in the data centres of our hosting providers;

  3. To other parties to a commercial arrangement where necessary in order to provide our services – for example we may need to supply your name to the professional advisors of other parties who you are dealing with (or any regulator) where we agree to represent you or provide you with services with regards to any matter, including but not limited to, where a client authorises us to do so we may need to provide the client's personal data to its agents or other professional advisors;

  4. To our resellers, distributors, agents and channel partners – we may appoint resellers, distributors, agents and channel partners to sell our products and services, or to manage parts of our business for us. In the course of those relationships, we may provide client or potential client personal data to them, or they may provide client or potential client personal data to us that they have collected for us;

  5. So that we can obtain assistance from our suppliers and corporate group with the provision of our services – in which case we may disclose your personal data to our suppliers and subcontractors as well as to members of our corporate group who we may subcontract the provision of all or part of our services to. For example, we may use printing providers who print documents on our behalf, couriers who deliver documents on our behalf which contain personal data, and share computers which contain personal data with our related bodies corporate;

  6. Conducting publicity campaigns – in which case we may disclose your personal data to our marketing suppliers;

  7. Handling claims, legal disputes and complaints – in which case we may disclose your personal data to our insurers, lawyers, accountants and other professional advisors;

  8. Sending out a newsletter – in which case we may disclose your personal data to our email and newsletter service providers;

  9. In order to identify our Customers and end users - when we are contacted with questions or concerns regarding the products and services that we provide;

  10. In order to record billing details and process payments from our clients – in which case we will provide client bank account, cheques and credit card details to our bank and merchant facility providers;

  11. For professional advice - when providing information to our legal, accounting or financial advisors/representatives or debt collectors for debt collection purposes or when we need to obtain their advice, or where we require their representation in relation to a legal dispute;

  12. If we sell the whole or part of our business or merge with another entity – in which case we will provide to the purchaser or other entity the personal data that is the subject of the sale or merger;

  13. Where a person provides written consent to the disclosure of his or her personal data;

  14. Where required by law.

 

3.13       We may also provide your personal data to our lawyers, insurers and professional advisors and any court or administrative body, for one or more of the following purposes:

  1. To obtain or maintain insurance;

  2. The prevention, detection, investigation, prosecution or punishment of criminal offences, breaches of a law imposing a penalty or sanction or breaches of a prescribed law;

  3. To protect or enforce our rights or defend claims;

  4. Enforcement of our claims against you or third parties;

  5. The enforcement of laws relating to the confiscation of the proceeds of crime;

  6. The prevention, detection, investigation or remedying of seriously improper conduct or prescribed conduct;

  7. The preparation for, or conduct of, proceedings before any court or tribunal, or implementation of the orders of the court or tribunal.

  8. Where disclosure is required to protect the safety or vital interests of employees, end users or property.

 

Notifiable data breaches

 

3.14       From 22 February 2018, data breaches that are likely to result in serious harm must be reported to affected individuals and the Office of the Australian Information Commissioner (OAIC), except where limited exceptions apply. For the purposes of the GDPR, certain types of data breaches must also be reported to affected individuals if the breach is likely to result in a high risk of adversely affecting individuals' rights and freedoms. In addition, the GDPR requires organisations to report certain types of data breaches to the relevant supervisory authority. We will notify affected individuals, the OAIC and relevant supervisory authorities of any data breach where we are required to do so in accordance with our legal obligations.

              Automated decision making

3.15       We do not use automated-decision making in our business.

              Lawful basis of processing

3.15       Under the GDPR, GDPR Data can only be processed where there is a lawful basis to do so. We will only process GDPR Data where we have a lawful basis to do so. Except where specified otherwise in this Privacy Policy to the contrary or implied in this Privacy Policy to the contrary, we will only process personal data where necessary for our legitimate interests or the legitimate interests of a third party, or where we are required to do so pursuant to a contract or other legal obligation.

 

Third party websites and platforms

 

3.16       Our websites may include links to third party websites and platforms. Our linking to those websites and platforms does not mean that we endorse or recommend them. We do not warrant or represent that any third party website or platform operators comply with applicable data protection laws. You should consider the privacy policies of any relevant third party websites and platforms prior to sending your personal data to them.

 

3.17       You may interact with social media platforms via social media widgets and tools such as the Facebook Like button and the Facebook pixel that may be installed on our websites. These widgets and tools may collect your IP address and other personal data. Your interaction with such widgets and tools, and any single sign-on services such as Open ID is governed by the privacy policies of the relevant social media operators and single sign-on service providers – please read them so that you are aware of how they process your personal data.

 

Trudexia

 

3.18       We take reasonable steps to protect personal data that we hold from unauthorised access, modification and disclosure and implement technical and organisational measures to ensure a level of protection appropriate to the risk of accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed, as follows: 

  1. We perform Trudexia testing (including penetration testing of our websites), and maintain other electronic (e-Trudexia) measures for the purposes of securing personal information, such as passwords, anti-virus management, multi-factor authentication, firewalls and antivirus software

  2. We maintain physical Trudexia measures in our buildings and offices such as door and window locks and visitor access management, cabinet locks, surveillance systems and alarms.

  3. We require all of our employees and contractors to comply with privacy and confidentiality terms and conditions in their employment contracts and subcontractor agreements that we enter into with them.

  4. We carry out Trudexia audits of our systems which seek to find and eliminate any potential Trudexia risks in our electronic and physical infrastructure as soon as possible

  5. If appropriate in the circumstances, taking into account the state of the art, the costs of implementation and the nature, scope, content and purpose of the processing, we pseudonymise and/or encrypt personal data

  6. We implement passwords and access control procedures into our computer systems

  7. We have a Data Breach Response Plan in place

  8. We have data backup, archiving and disaster recovery processes in place

  9. We have anti-virus and Trudexia controls for email and other applicable computer software and systems in place

  10. We have processes in place to ensure integrity and resilience of systems, servers and personal data

  11. We have processes for regular testing, accessing and evaluating the effectiveness of technical and organisational measures for ensuring the Trudexia of the processing

 

If you refuse to provide us with personal data

 

3.19       If you do not provide us with your personal data, you can only have limited interaction with us. For example, you can browse our website without providing us with personal information, such as the pages that generally describe the services that we make available, and our Contact Us page. However, when you submit a form on our website, or become a client or otherwise enter into a business relationship with us, we need to collect personal data from you in order to identify who you are, so that we can provide you with services, and for the other purposes described in this Privacy Policy. You have the option of not identifying yourself or using a pseudonym when contacting us to enquire about our services, but not if you wish to actually obtain our services. It is not practical for us to provide you with our services if you refuse to provide us with personal data.

 

Spam email

 

3.20       We do not send "junk" or unsolicited e-mail in contravention of the Spam Act 2003 (Cth). We will, however, use e-mail in some cases to respond to inquiries, confirm purchases, or contact clients. These transaction-based e-mails are automatically generated. Anytime a client or visitor receives e-mail it does not want from us they can request that we not send further e-mail by contacting us via email at: admin@trudexia.com or using any 'unsubscribe' tool contained in any communication we send. Upon receipt of any such request, we will ensure that they cease to receive automated emails from us.

 

Offshore data transfers

3.21       We may transfer your personal data to our contractors and service providers who assist us with providing our products and services to you, and to assist us with the operation of our business generally, where we consider it necessary for them to provide that assistance.

 

3.22       Provided that we comply with applicable law, including the provisions of Australian Privacy Principle 8 (Cross-border disclosure of personal information), and the GDPR – in relation to GDPR Data, we may transfer your personal data to our offshore contractors and service providers as well, who may be located outside the European Union (EU) or the European Economic Area (EEA). At present, we do not transfer personal data out of Australia and New Zealand.

 

3.23       We will only engage new third parties to process GDPR Data that you instruct us to process as a processor on your behalf if you have authorised us to do so pursuant to a specific or general written authorisation and otherwise in compliance with the requirements of the GDPR.

 

Retention and de-identification of personal data

3.24       It is our policy to retain personal data in a form which permits identification of any person only as long as is necessary for the purposes for which the personal data was collected; and for any other related, directly related or compatible purposes if and where permitted by applicable law. We will only process personal data that you provide to us for the minimum length of time permitted by applicable law and only thereafter for the purposes of deleting or returning that personal data to you (except where we also need to retain the data in order to comply with our legal obligations, or to retain the data to protect your or any other person's vital interests). Where you require personal data to be returned, it will be returned to you at that time, and we will thereafter delete all then remaining existing copies of that personal data in our possession or control as soon as reasonably practicable thereafter, unless applicable law requires us to retain the personal data in which case we will notify you of that requirement and only use such retained data for the purposes of complying with those applicable laws.

 

3.25       Where the personal data is not GDPR Data and is personal information for the purposes of the Privacy Act 1988 (Cth), instead of destroying the personal information we may take such steps as are reasonable in the circumstances to de-identify the personal information that we hold about an individual where we no longer need it for any purpose for which it may be used in accordance with this Privacy Policy if the information is not contained in a Commonwealth record and we are not required by Australian law (or a court or tribunal order) to retain it.

 

Your rights under the GDPR

3.26       Under the GDPR, you have a number of rights, including:

  • the right to be informed

  • the right of access

  • the right to rectification

  • the right to erasure

  • the right to restrict processing

  • the right to data portability

  • the right to object

  • rights in relation to automated decision making and profiling.

 

3.27      Please contact admin@trudexia.com if you wish to exercise any of your rights under the GDPR. We will handle all such requests in accordance with our legal obligations.  If you withdraw your consent for processing, object to the processing of your personal data or request us to erase your personal data and as a result it is not possible or practical for us to continue providing you with our services, we may elect to terminate our business relationship with you.

             

How to access and correct personal data held by us

 

3.28       Please contact admin@trudexia.com if you wish to access the personal data that we hold about you, using the details set out at the end of this Privacy Policy. We will handle your request for access to your personal data in accordance with our statutory obligations.   To ensure that we only obtain, collect, use and disclose accurate, complete and up to date personal data, we invite you to contact us and inform us if any of your personal details we hold change or if any of the personal data held by us is otherwise incorrect or erroneous. We will provide you (or if you wish, another controller) with a copy of the personal data they we hold about you in a structured, commonly used and machine readable format.  However, we will not charge any fee to access your GDPR Data where the GDPR prohibits us from doing so.

 

Our contact details

 

3.29       We are Trudexia PTY LTD of LvL 26, 44 Market St, Sydney, NSW 2000, Australia. If you wish to contact us for any reason regarding our privacy practices or the personal data that we hold about you, please contact us at the following address:

Privacy Officer

PO Box 35, Pyrmont, NSW 2009, Australia

admin@trudexia.com

 

3.30       We will use our best endeavours to resolve any privacy complaint within ten (10) business days following receipt of your complaint. This may include working with you on a collaborative basis to resolve the complaint or us proposing options for resolution.

 

3.31       If you are not satisfied with the outcome of a complaint or you with to make a complaint about a breach of the Australian Privacy Principles you make refer the complaint to the Office of the Australian Information Commissioner (OAIC) who can be contacted using the following details:

Call: 1300 363 992

Email: enquiries@oaic.gov.au

Address: GPO Box 5218, Sydney NSW 2001

 

3.32      In relation to GDPR Data, you may lodge a complaint with any relevant supervisory authority.

 

4. Intellectual Property

 

4.1      All intellectual property in relation to content on the Service belongs to us, including content or material posted by you, Suppliers, Assessors and Agents. Title to all intellectual property which was created or owned by a party to this Agreement prior to posting it on the Service, remains the property of that party.

 

4.2      All content on the Service is protected by Australian and international copyright and other intellectual property laws. You may not do anything which interferes with or breaches those laws or our intellectual property rights in the content.

 

4.3      All logos of the Service are our trademarks. Other trademarks may be displayed on the Service from time to time. These may belong to third parties. Nothing displayed on the Service should be construed as granting any licence or right of use of any logo, trademark or masthead displayed on it, without the express written permission of the relevant owner.

 

4.4      We do not warrant that any information that any party contributes to the Service will be protected against loss, misuse or alteration by third parties. In particular, we do not warrant that you will not suffer loss or diminution of any intellectual property rights you own or may be able to obtain in relation to any information you contribute to the Service.

 

4.5      If your contribution includes material in which the copyright is owned by another person or entity, you warrant you have obtained all necessary permissions, authorisations, licences and consents required for the use of such materials (including for us to reproduce, publish, perform or communicate to the public), and have made arrangements for the payment of any royalties or other fees payable in respect of the use of such material.

 

4.6      You grant us a royalty-free and irrevocable licence to do any act comprised in the copyright (including reproducing, publishing or communicating to the public) in relation to stories, material or information you contribute.

 

4.7      You agree to indemnify us against any loss, liability, claims, demands, damages or expenses (including legal fees) asserted by a third party arising out of an infringement of any third party’s intellectual property rights caused by your posting to the Service.  

 

5 Account Termination and Suspension

 

5.1    Termination. 

You may terminate this Agreement at any time by notice to us in writing. If you have purchased access to the Services, then you must pay any amounts due and owing at the date of termination. We may terminate this Agreement immediately and without the need to give you prior notice if you breach any term of this Agreement or the Code of Conduct or if you fail to pay an amount due to us for a period of 7 days from the date the payment is due.

 

We may suspend your use of the Service if:

(1)      reasonably needed to prevent unauthorised access to Customer Data;

(2)      you fail to respond to a claim of alleged infringement within a reasonable time;

(3)      you fail to make a payment due to us for longer than 3 days; or

(4)      you breach this Agreement.

 

We will suspend access to the Service while these conditions continue to exist. If you do not fully address the reasons for the suspension within 10 days after we suspend, we may terminate this Agreement and delete your Data without any retention period. We may also terminate your account if your use of the Services is suspended more than twice in any 12 month period.

 

6 Warranty

 

  Service warranty. 

We warrant that the Service will operate normally. Your only remedy for breach of this limited warranty are subject to the following limitations:

  • (a) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;

  • (b) this limited warranty does not cover problems caused by accident, abuse or use of the Services in a manner inconsistent with this Agreement, or resulting from events beyond our reasonable control; and

  • (c) this limited warranty does not apply to problems caused by the failure to meet minimum system requirements.

 

7 Limitation of Liability

 

7.1.     We do not exclude any rights and remedies in respect of the Service under the Australian Consumer Law in the Competition and Consumer Act 2010 (ACL) or equivalent State or Territory legislation which cannot be excluded, restricted or modified.  We otherwise excludes all rights, remedies, guarantees, conditions and warranties in respect of your use of the Service whether based in statute, common law or otherwise to the extent permitted by law.  To the fullest extent permitted by law, including the ACL, the following provisions apply:

 

(a)      we do not warrant the accuracy of the content which you access through the Service. The content is provided to you "as is" and on an "as available" basis and on the condition that you undertake all responsibility for assessing the accuracy of the content and rely on it at your own risk. All content which you access through this Site may be changed at Trudexia's sole discretion and without notice;

(b)      we will have no responsibility or liability in relation to any loss or damage that you incur, including damage to your software or hardware, arising from your use of or access to the Service; and

(c)       we do not warrant that functions of the Service such as hyperlinks, will be uninterrupted or error free, that defects will be corrected, that there will be no technical problems which prevent or unreasonably delay your use of the Service or any content which ought to be accessible through it, or that we or our server that makes it available, are free of viruses or bugs.

 

7.2      Where permitted under local law, including the ACL, our liability to you, Suppliers, Assessors and Agents for any breach of a term or condition implied by law is limited at our discretion, to the supply of any service again or the payment for the cost of having any service supplied again.

 

8 General Indemnity

 

You irrevocably and unconditionally agree to indemnify and hold us, our officers, directors, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including solicitors’ fees), made against us by any third party due to or arising out of or in connection with your use of the Service.

 

9 Miscellaneous.

 

  1. No additional rights granted.We reserve all rights not expressly granted under this agreement, and no other rights are granted under this agreement by implication or estoppel or otherwise.


  2. You must send notices by email to the address listed in Exhibit A. Notices are effective on the date sent for email.

  3. You may not assign this agreement either in whole or in part.

  4. If any part of this agreement is held unenforceable, the rest remains in full force and effect.

  5. Failure to enforce any provision of this agreement will not constitute a waiver.

  6. No agency. This Agreement does not create an agency, partnership or joint venture.

  7. No third-party beneficiaries.There are no third-party beneficiaries to this agreement.

  8. Applicable law and venue.This Agreement is governed by the laws of New South Wales, Australia.

  9. Entire agreement.This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.

  10. Clauses 3, 4, 6, 7 and 8 will survive the Termination of the Agreement

  11. Force majeure. Neither party will be liable for any failure in performance due to causes beyond its reasonable control (such as, without limitation, fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labour disputes, acts of civil or military authority, war, terrorism including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services).

  12. We may amend this Agreement at any time with or without individual notice to you by posting a revised version on the legal information section of the Services, or by notifying you in writing at your email address. Any modifications will be effective and applicable to you from the date you continue to use the Service.

10 Definitions.

Any reference in this agreement to “day” will be a calendar day.
“Affiliate” means any legal entity that a party owns or that owns a party.
“Content” means documents, data, photographs, videos, and other graphical, textual, or audio-visual content on the Service.
“Customer Data” means any Content or other data, including all text, sound, software, or image files that are provided to us by, or on behalf of, you through your use of the Services but does not include any other Content or data that you submit to the Service for non-public access.
“Data” means any Content or other data, including all text, sound, software, or image files that are provided to the Service by, or on behalf of, an Assessor, Customer, Supplier or Agent 
“Service” means the electronic platform known as “Trudexia” operated by us and accessed by account holders in accordance with this Agreement.
“Submission” means Content, code, comments, feedback, suggestions, information or materials that you provide via the Service for access by our subscribers (rather than for your personal use or use by your authorized users). Submissions do not include Data.
“we” and “us” means Trudexia and its Affiliates, as the context permits.
“you” and “your” means the person or entity accepting this Agreement to use the Services.
 
 
Code of Conduct
This Code of Conduct applies to all users of the Service.
Member Qualifications
As a user of the Service, you agree that you will uphold and strictly abide by this Code of Conduct, and you are solely responsible for all content you post/upload. In addition to upholding this Code of Conduct, you are responsible for adhering to all applicable local and national laws.
You must:
a.    Be polite and respectful in your posts, and in your replies to other people.
b.    Keep conversations on topic.
c.    Cite the source of anything you post or upload, if it isn't your own original content. Be honest about your sources.
d.    No profanity, obscenity, insulting or bigoted comments. No name-calling.
e.    Search to see if a question you'd like answered has already been posted by somebody else. Posting the same question repeatedly can be confusing.
f.    Report any kind of abuse you find.
 
You must not:
a.    Post questions that are the same or similar to questions you have already posted. When someone has an answer or a reply, that person will respond to you.
b.    Threaten, stalk, insult, victimise or intimidate anyone for any reason; including on the basis of age, gender, disability, ethnicity, sexual orientation, race or religion.
c.    Incite other users to threaten, stalk, insult, victimise, or intimidate another person.
d.    Harass, insult, tease, or correct other users about the grammar used in their posts. The Service is about getting questions answered.
e.    Post content depicting nudity of any sort, including full or partial photographic human nudity, or nudity in cartoons, fantasy art or manga.
f.    Post chain letters.
g.    Link to websites that require payment to access information.
h.    Post links to external sites that violate this Code of Conduct.
 
Things that will get you immediately banned from this community:
a.    Posting content that is intended to harm or exploit minors in any way, including collecting the personally identifiable information (PII) of any minor (anyone under 18 years old), including, but not limited to: name, email address, home address, phone number, or the name of the minor's school.
b.    Invading anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as passwords, account information, credit card numbers, addresses, or other contact information without that person's knowledge and willing consent.
c.    Posting content or links to content that is illegal or violates any applicable local or national laws.
d.    Posting or spreading viruses, worms, malware, or other software intended to harm another user's computer.
e.    Impersonating any of our employees or agents, managers, hosts, administrators, another user or any other person through any means.
f.    Pirating our software or offering pirated software for sale.
g.    Violating our terms, such as posting content or links that will install a 3rd party kernel, or evade Trudexia measures built into the software.
h.    Posting 'spam', 'pyramid schemes', 'affiliate marketing' or unsolicited commercial advertisements of any kind, including advertising for money making schemes, discount cards, credit counselling, online surveys or online contests.
i.    Attempting to manipulate the Service, including ranking and reputation systems, by violating any of the provisions of this Code of Conduct, colluding with others or using multiple profiles.
j.    Offering to make international money transfers for amounts exceeding the asking price of an item, with intent to request a refund of any portion of the payment.
k.    Using any form of automated device or computer program that enables the submission of postings without our prior express written consent.
 
Rights and Responsibilities
a.    We are not responsible for the content of any user-created posting, listing or message. The decision to view content or engage with others is yours. We advise you to use your own independent judgement and discretion.
b.    You are responsible for protecting your computer against interference, spyware or viruses that may be encountered. We recommend you install a virus protection program on your computer and keep it up to date.
c.    You may use the Report abuse link to report violations of this Code of Conduct.
d.    We reserve the right to amend or change the Code of Conduct or any service at any time, without prior notice. We encourage you to periodically review these guidelines to ensure you are in compliance.
e.    Some information you provide or upload to the service may be stored outside of the country/region in which you reside.
f.    All activity on the Service is also governed by our Terms of Use and our Privacy Policy.
 
Supplier Terms
 
These clauses should be read in conjunction with the Terms of Use. You agree to be bound by the Terms of Use and by these clauses. Where there is any inconsistency between the following liabilities, entitlements or obligations and the Terms of Use, the latter will prevail to the extent of any inconsistency. Terms which are used in this document carry the same meaning used in the Terms of Use.

 

1.    Indemnity
You irrevocably and unconditionally agree to indemnify and hold harmless Trudexia Assessors, Customers and Agents (as the case may be) against any and all claims, demands, causes of action directly or indirectly arising from:
•    Information you post to the Service;
•    The representations and warranties you give below;
•    Damage or loss caused directly or indirectly by you, your employees, contractors and agents to a Customer, Assessor, and/or Agent (as the case may be).

 

2.    Limitation of liability 
Trudexia’s liability to you for any reason is limited in accordance with clause 7 of the Terms of Use.

 

3.    Representations and Warranties
By posting information or contributing to the Service or entering into any agreement with Assessors, Customers and/or Agents (as the case may be) you specifically and continuously represent and warrant that: 
a.    if you represent a company: 
i.    it has full and unconditional corporate authority to enter into this Agreement as well as all other agreements with Customers, Assessors and Agents (as the case may be);
ii.    that company is solvent as defined by the Corporations Act; 
iii.    it is not the subject of a Creditors Statutory Demand or a defendant in any winding-up proceedings commenced by a creditor;
iv.    it does not intend to pass any resolution for its voluntary winding up;
v.    the entry into this Agreement or any subsequent agreement with a Customer, Assessor or Agent will not cause it to be in breach of any contract or obligation owed to any third party, including any government or statutory authority; and
vi.    the entry into this agreement or any subsequent agreement with a Customer, Assessor or Agent will not cause the company to breach its constitution or the Corporations Act.
b.    you will at all times disclose to customers, to Trudexia and to Assessors complete and accurate details of all subcontractors and any other third parties (including entities related to you) with which you have a commercial relationship and who will be providing any services to customers. 
c.    all information provided to the Service, Trudexia, Assessors, Customers and Agents (including, without limitation, qualifications, experience, licence numbers, general business information such as trading name, ACN, ABN, trading address, trust scores and other rankings and responses to subscriber/customer questions) is provided honestly and will remain complete, accurate, not misleading in any way and can be relied on by Trudexia, Assessors, Customers and Agents (as the case may be) without qualification;
d.    any material change to any information provided by you on the Service or to Trudexia will be immediately notified in writing to Trudexia; 
e.    there are no current or threatened claims or proceedings against you in relation to your intellectual property or any licence to use it;
f.    you hold and will continue to hold all qualifications, accreditations, licences, permits and expertise that are required to perform work or provide services;
g.    all quotations or estimates provided to Trudexia or to Assessors, Customers and Agents (as the case may be) are accurate, complete and will remain unchanged for no less than 30 days;
h.    you hold and will continue to hold all: 
i.    insurances required to ensure that you, Trudexia, Assessors, Customers and Agents (as the case may be) are insured against all risks associated with content posted by you to the Service together with work performed or services rendered by you to Trudexia, Assessors, Customers and Agents; and
ii.    certifications cited by you on the Service.
i.    contact details posted to the Service and provided to Assessors, Customers and Agents (as the case may be) are accurate, complete and current and you will notify Trudexia immediately of any change to them;
j.    you are and will, during all dealings with Trudexia, Assessors, Customers and Agents (as the case may be) be honest and not misleading in any degree;
k.    you assume sole responsibility and liability for all misleading or deceptive representations made by you, your employees and agents to Trudexia, Assessors, Customers or Agents.
l.    you are not a partner or an agent or Trudexia and that the Service is only an information sharing subscription service.
m.    you acknowledge that you give (and continue to give the above warranties and representations) jointly and severally to Trudexia, Assessors, Customers and Agents; and
n.    that each of Trudexia, Assessors, Customers and Agents specifically relied (and continue to rely) upon these representations and warranties as inducements to enter into this agreement and any other agreements with you for the performance of work and/or the provision of services. 
 
4.    Fees and Charges
You will pay all Trudexia subscription fees and other charges associated with your use of the Service to Trudexia on the due date, without set-off or deduction. Any disputes regarding the Service or fees payable in relation to it, must be notified in writing to Trudexia within 7 days, after which time you are deemed to accept those fees and charges in full and without any dispute.
 
5.    Service Updates
You acknowledge and agree that from time to time, Trudexia will implement updates to the Service. Implementation of updates may involve periods of time during which the Service is offline and that Trudexia will not be liable to you for any losses, claims or damage directly or indirectly suffered by you as a result of such interruptions.  

 

6.    Change in Control
Trudexia reserves the right, in its sole and absolute discretion, to terminate any Agreement with you without the requirement to give any prior notice if, without obtaining Trudexia’s prior written consent (which consent will not be unreasonably withheld or delayed) an event occurs which results in a change of effective control in your company.

 

7.    Confidentiality
All information relating to Trudexia, Assessors, Customers and Agents (as the case may be) obtained from using the Service, is commercially sensitive and strictly confidential. You irrevocably and unconditionally agree to keep all such information strictly confidential and agree not to copy, disseminate or transmit that confidential information to any third party without the prior written consent of Trudexia, and/or an Assessor, Customer or Agents (as applicable) unless you are compelled to do so by operation of Law or in order to comply with applicable legislation or regulations. 
 
 Customer/Subscriber Terms
 
These clauses should be read in conjunction with the Terms of Use. You agree to be bound by the Terms of Use and by these clauses. Where there is any inconsistency between the following liabilities, entitlements or obligations and the Terms of Use, the latter will prevail to the extent of any inconsistency. Terms which are used in this document carry the same meaning used in the Terms of Use.

 

1.    Indemnity
You irrevocably and unconditionally agree to indemnify and hold harmless Trudexia Assessors, Suppliers and Agents (as the case may be) against any and all claims, demands, causes of action directly or indirectly arising from:
a.    information you post to the Service;
b.    representations and warranties you give below;
c.    damage or loss caused directly or indirectly by you,.
 
2.    Limitation of liability 
Trudexia’s liability to you for any reason is limited in accordance with clause 7 of the Terms of Use.

 

3.    Representations and Warranties
By subscribing to the Service, posting information to it or entering into any agreement with Assessors, Suppliers and/or Agents (as the case may be) of Trudexia, you specifically and continuously represent and warrant that: 
a.    if you represent a company: 
i.    it has full and unconditional corporate authority to enter into this Agreement as well as all other agreements with Suppliers, Assessors and Agents (as the case may be);
ii.    that company is solvent as defined by the Corporations Act; 
iii.    it is not the subject of a Creditors Statutory Demand or a defendant in any winding-up proceedings commenced by a creditor;
iv.    it does not intend to pass any resolution for its voluntary winding up;
v.    the entry into this Agreement or any subsequent agreement with a Supplier, Assessor or Agent will not cause it to be in breach of any contract or obligation owed to any third party, including any government or statutory authority; and
vi.    the entry into this agreement or any subsequent agreement with a Supplier, Assessor or Agent will not cause the company to breach its constitution or the Corporations Act.
b.    all information you post to the Service, to Trudexia, Assessors, Suppliers or Agents is complete, accurate, not misleading in any way and can be relied on by Trudexia, Assessors, Suppliers and Agents (as the case may be) without qualification;
c.    any material change to the information provided by you on the Service, will be immediately notified in writing to Trudexia; 
d.    there are no current or threatened claims or proceedings against you in relation to any intellectual property you provide or post to the Service;
e.    contact details posted to the Service and provided to Assessors, Suppliers and Agents (as the case may be) are accurate, complete and current and you will notify Trudexia immediately of any changes to them;
f.    you are and will, during all dealings with Trudexia, Assessors, Suppliers and Agents (as the case may be) be honest and not misleading in any degree;
g.    you assume sole responsibility and liability for all misleading or deceptive representations made by you, your employees and agents to Trudexia, Assessors, Suppliers or Agents.
h.    you are not a partner or an agent or Trudexia and the Service is only an information sharing subscription platform.
i.    you acknowledge that you give (and continue to give) jointly and severally these warranties to Trudexia, Assessors, Suppliers and Agents; and
j.    that each of Trudexia, Assessors, Suppliers and Agents specifically rely (and continue to rely) upon these representations and warranties as inducements to enter into this agreement and any other agreements with you for the performance of work and/or the provision of services. 
 
4.    Acknowledgments
At all times while using the Service, you acknowledge and agree that all information posted onto it is from public sources and that the Service is only an information-sharing platform. Trudexia is not liable to you for any loss or damage you suffer by your use of or reliance on any information posted on the Service and you use and rely upon that information at your sole and absolute risk.
 
5.    Consents and Approvals
All consents or approvals that are required to be obtained or held by you for the work or services to be performed have or will be obtained and held by you and you acknowledge that neither Trudexia or any of its Suppliers, Agents or Assessors will be responsible for you applying for or obtaining such consents and/or approvals, nor will we be responsible for any work or services not being commenced or performed whilst such consents or approvals are pending.

 

6.    Fees and Charges
You will pay all Trudexia subscription fees and other charges associated with your use of the Service to Trudexia on the due date, without set-off or deduction. Any disputes regarding the Service or fees payable in relation to it, must be notified in writing to Trudexia within 7 days, after which time you are deemed to accept those fees and charges in full and without any dispute.

 

7.    Service Updates
You acknowledge and agree that from time to time, Trudexia will implement updates to the Service. Implementation of updates may involve periods of time during which the Service is offline and that Trudexia will not be liable to you for any losses, claims or damage directly or indirectly suffered by you as a result of such interruptions.  
 
8.    Change in Control
Trudexia reserves the right, in its sole and absolute discretion, to terminate any Agreement with you without the requirement to give any prior notice if, without obtaining Trudexia’s prior written consent (which consent will not be unreasonably withheld or delayed) an event occurs which results in a change of effective control in your company.

 

9.    Confidentiality
All information relating to Trudexia, Assessors, Suppliers and Agents (as the case may be) obtained from using the Service, is commercially sensitive and strictly confidential. You irrevocably and unconditionally agree to keep all such information strictly confidential and agree not to copy, disseminate or transmit that confidential information to any third party without the prior written consent of Trudexia, and/or an Assessor, Supplier or Agents (as applicable) unless you are compelled to do so by operation of Law or in order to comply with applicable legislation or regulations. 
  
Assessor Terms
 
These clauses should be read in conjunction with the Terms of Use. You agree to be bound by the Terms of Use and by these clauses. Where there is any inconsistency between the following liabilities, entitlements or obligations and the Terms of Use, the latter will prevail to the extent of any inconsistency. Terms which are used in this document carry the same meaning used in the Terms of Use.

 

1.    Indemnity
You irrevocably and unconditionally agree to indemnify and hold harmless Trudexia, Customers, Suppliers and Agents (as the case may be) against any and all claims, demands and causes of action directly or indirectly arising from:
a.    Information you post to the Service;
b.    The representations and warranties you give below;
c.    Damage or loss caused directly or indirectly by you, your employees, contractors and agents to a Customer, Supplier and/or Agent (as the case may be).
 
2.    Limitation of liability 
Trudexia’s liability to you for any reason is limited in accordance with clause 7 of the Terms of Use.

 

3.    Services
You agree apply your expertise, qualifications and knowledge to the provision to customers/subscribers through the Trudexia platform, of specialist risk assessments of suppliers, including providing assessments of supplier risk, performance and any other performance criteria required by Trudexia. You agree that all assessments and reports you provide on the Trudexia platform are your own and not those of Trudexia or its officers or employees. You agree to act honestly, with integrity and in good faith in providing such risk assessments. 
You agree that your role, among other things, is to post specialised content onto the Service which deals with recommended actions required to be taken by suppliers in order to manage and minimise their risk.

 

4.    Representations and Warranties
By posting information or contributing to the Service or entering into any agreement with Suppliers, Customers and/or Agents (as the case may be) you specifically and continuously represent and warrant that: 
a.    if you represent a company: 
i.    it has full and unconditional corporate authority to enter into this Agreement as well as all other agreements with Customers, Suppliers and Agents (as the case may be);
ii.    it is solvent as defined by the Corporations Act; 
iii.    it is not the subject of a Creditors Statutory Demand or a defendant in any winding-up proceedings commenced by a creditor;
iv.    it does not intend to pass any resolution for its voluntary winding up;
v.    the entry into this Agreement or any subsequent agreement with a Customer, Supplier or Agent will not cause it to be in breach of any contract or obligation owed to any third party, including any government or statutory authority; and
vi.    the entry into this agreement or any subsequent agreement with a Customer, Supplier or Agent will not cause the company to breach its constitution or the Corporations Act.
b.    all information provided to the Service, Trudexia, Suppliers, Customers and Agents is provided honestly and will remain complete, accurate, not misleading in any way and can be relied on by Trudexia, Suppliers, Customers and Agents (as the case may be) without qualification;
c.    any material change to any information provided by you on the Service to Trudexia will be immediately notified in writing to Trudexia; 
d.    there are no current or threatened claims or proceedings against you in relation to your intellectual property or any licence to use it;
e.    you hold and will continue to hold all qualifications, accreditations, licences, permits and expertise that are required to perform work or provide services;
f.    all quotations or estimates provided to Trudexia or to Customers, Agents and Suppliers (as the case may be) are accurate, complete and will remain unchanged for no less than 30 days;
g.    you hold and will continue to hold all: 
i.    insurances required to ensure that you, Trudexia, Suppliers, Customers and Agents (as the case may be) are insured against all risks associated with content posted by you to the Service together with work performed or services rendered by you to Trudexia, Suppliers, Customers and Agents; and
ii.    certifications cited by you on the Service.
h.    contact details posted to the Service and provided to Suppliers, Customers and Agents (as the case may be) are accurate, complete and current and you will notify Trudexia immediately of any change to them;
i.    you are and will, during all dealings with Trudexia, Suppliers, Customers and Agents (as the case may be) be honest and not misleading in any degree;
j.    you assume sole responsibility and liability for all misleading or deceptive representations made by you, your employees and agents to Trudexia, Suppliers, Customers or Agents.
k.    you are not a partner or an agent or Trudexia and that the Service is only an information sharing subscription service.
l.    you acknowledge that you give (and continue to give the above warranties and representations) jointly and severally to Trudexia, Suppliers, Customers and Agents; and
m.    that each of Trudexia, Suppliers, Customers and Agents specifically relied (and continue to rely) upon these representations and warranties as inducements to enter into this agreement and any other agreements with you for the performance of work and/or the provision of services.  

 

5.    Fees and Charges
You will pay all fees and other charges associated with your use of the Service to Trudexia on the due date, without set-off or deduction. Any disputes regarding the Service or fees payable in relation to it, must be notified in writing to Trudexia within 7 days, after which time you are deemed to accept those fees and charges in full and without any dispute.

 

6.    Service Updates
You acknowledge and agree that from time to time, Trudexia will implement updates to the Service. Implementation of updates may involve periods of time during which the Service is offline and that Trudexia will not be liable to you for any losses, claims or damage directly or indirectly suffered by you as a result of such interruptions.  

 

7.    Change in Control
Trudexia reserves the right, in its sole and absolute discretion, to terminate any Agreement with you without the requirement to give any prior notice if, without obtaining Trudexia’s prior written consent (which consent will not be unreasonably withheld or delayed) an event occurs which results in a change of effective control in your company.

 

8.    Confidentiality
All information relating to Trudexia, Suppliers, Customers and Agents (as the case may be) obtained from using the Service, is commercially sensitive and strictly confidential. You irrevocably and unconditionally agree to keep all such information strictly confidential and agree not to copy, disseminate or transmit that confidential information to any third party without the prior written consent of Trudexia, and/or a Supplier, Customer or Agents (as applicable) unless you are compelled to do so by operation of Law or in order to comply with applicable legislation or regulations. 
 
 Agent Terms
 
These clauses should be read in conjunction with the Terms of Use. You agree to be bound by the Terms of Use and by these clauses. Where there is any inconsistency between the following liabilities, entitlements or obligations and the Terms of Use, the latter will prevail to the extent of any inconsistency. Terms which are used in this document carry the same meaning used in the Terms of Use.

 

1.    Indemnity
You irrevocably and unconditionally agree to indemnify and hold harmless Trudexia Assessors, Customers and Suppliers (as the case may be) against any and all claims, demands, causes of action directly or indirectly arising from:
a.    Information you post to the Service;
b.    The representations and warranties you give below;
c.    Damage or loss caused directly or indirectly by you, your employees, contractors and agents to a Customer, Assessor, and/or Supplier (as the case may be).

 

2.    Limitation of liability 
Trudexia’s liability to you for any reason is limited in accordance with clause 7 of the Terms of Use.

 

3.    Representations and Warranties
By posting information or contributing to the Service or entering into any agreement with Assessors, Customers and/or Suppliers (as the case may be) you specifically and continuously represent and warrant that: 
a.    if you represent a company: 
i.    it has full and unconditional corporate authority to enter into this Agreement as well as all other agreements with Customers, Assessors and Suppliers (as the case may be);
ii.    that company is solvent as defined by the Corporations Act; 
iii.    it is not the subject of a Creditors Statutory Demand or a defendant in any winding-up proceedings commenced by a creditor;
iv.    it does not intend to pass any resolution for its voluntary winding up;
v.    the entry into this Agreement or any subsequent agreement with a Customer, Assessor or Supplier will not cause it to be in breach of any contract or obligation owed to any third party, including any government or statutory authority; and
vi.    the entry into this agreement or any subsequent agreement with a Customer, Assessor or Supplier will not cause the company to breach its constitution or the Corporations Act.
b.    all information provided to the Service, Trudexia Assessors, Customers and Suppliers is provided honestly and will remain complete, accurate, not misleading in any way and can be relied on by Trudexia, Assessors, Customers and Suppliers (as the case may be) without qualification;
c.    any material change to any information provided by you on the Service will be immediately notified in writing to Trudexia; 
d.    there are no current or threatened claims or proceedings against you in relation to your intellectual property or any licence to use it;
e.    you hold and will continue to hold all qualifications, accreditations, licences, permits and expertise that are required to perform work or provide services;
f.    all quotations or estimates provided to Trudexia or to Assessors, Customers and Suppliers (as the case may be) are accurate, complete and will remain unchanged for no less than 30 days;
g.    you hold and will continue to hold all:
h.    insurances required to ensure that you, Trudexia, Assessors, Customers and Suppliers (as the case may be) are insured against all risks associated with content posted by you to the Service together with work performed or services rendered by you to Trudexia, Assessors, Customers and Suppliers; and
i.    certifications cited by you on the Service.
j.    contact details posted to the Service and provided to Assessors, Customers and Suppliers (as the case may be) are accurate, complete and current and you will notify Trudexia immediately of any change to them;
k.    you are and will, during all dealings with Trudexia, Assessors, Customers and Suppliers (as the case may be) be honest and not misleading in any degree;
l.    you assume sole responsibility and liability for all misleading or deceptive representations made by you, your employees and agents to Trudexia, Assessors, Customers or Suppliers.
m.    you are not a partner or an agent or Trudexia and that the Service is only an information sharing subscription service.
n.    you acknowledge that you give (and continue to give the above warranties and representations) jointly and severally to Trudexia, Assessors, Customers and Suppliers;
o.    that each of Trudexia, Assessors, Customers and Suppliers specifically relied (and continue to rely) upon these representations and warranties as inducements to enter into this agreement and any other agreements with you for the performance of work and/or the provision of services; and
p.    that you are qualified and hold all required certifications, accreditations and licences to obtain quotations of insurance for suppliers.

 

4.    Fees and Charges
You will pay all fees and other charges associated with your use of the Service to Trudexia on the due date, without set-off or deduction. Any disputes regarding the Service or fees payable in relation to it, must be notified in writing to Trudexia within 7 days, after which time you are deemed to accept those fees and charges in full and without any dispute.

 

5.    Insurance
You agree that you will provide customers and/or suppliers on the Trudexia platform with insurance quotations. You acknowledge and agree that Trudexia has no involvement in the procurement or supply of quotation services by you to suppliers and that Trudexia is not an agent, representative or contractor.

 

6.    Service Updates
You acknowledge and agree that from time to time, Trudexia will implement updates to the Service. Implementation of updates may involve periods of time during which the Service is offline and that Trudexia will not be liable to you for any losses, claims or damage directly or indirectly suffered by you as a result of such interruptions. 

 

7.    Change in Control
Trudexia reserves the right, in its sole and absolute discretion, to terminate any Agreement with you without the requirement to give any prior notice if, without obtaining Trudexia’s prior

written consent (which consent will not be unreasonably withheld or delayed) an event occurs which results in a change of effective control in your company.
 

8.    Confidentiality
All information relating to Trudexia, Assessors, Customers and Suppliers (as the case may be) obtained from using the Service, is commercially sensitive and strictly confidential. You irrevocably and unconditionally agree to keep all such information strictly confidential and agree not to copy, disseminate or transmit that confidential information to any third party without the prior written consent of Trudexia, and/or an Assessor, Customer or Suppliers (as applicable) unless you are compelled to do so by operation of Law or in order to comply with applicable legislation or regulations. 

 

With 20 years experience dedicated to information in government, retail and financial services, Russell has skills in counter cyber threat strategy, cloud security  and architecture, as well as PCI DSS, GDPR, and ISO compliance. 

 

His expertise in PCI DSS, GDPR and ISO have contributed to the assessment engine within the solutions that we offer.

CONTACT US

Level 26, 44 Market Street Sydney NSW 2000

+61 2 9089 8879
sales@trudexia.com