The basic set of terms on which you may use CareerLounge products.
CareerLounge Pty Ltd (ACN 131 952 004) (“CareerLounge”, “We”, “Our” or “Us”) is the owner and operator of two websites, comet (www.comet.is) and quillo (www.quillo.in) (“Sites”) focused on employment & education opportunities and the promotion of relationships between industry, educational institutions and individuals seeking employment & education.
The Sites are presented in specific industry groupings (“Villages”) which focus on employers (and employment opportunities), individuals, educational institutions (and education opportunities) and service providers within such industries.
CareerLounge contracts with Village Partners (Supporting & Principal), who wish to sponsor one or more Villages in the Sites (“Services”).
These terms are the terms on which CareerLounge will provide the Services to our Village Partners (“You” or “Your”). The Sites each have their own terms which should be read in conjunction with these terms and which can be found at www.comet.is/terms and www.quillo.in/terms respectively.
Should you have any questions concerning these terms please contact firstname.lastname@example.org or contact your Account Manager.
Application and Variation of these Terms
These terms are the terms on which CareerLounge will provide the Services to You. These terms constitute the agreement between You and Us (“The Agreement”), and may be modified from time to time by notice on this website and/or by email. Such modifications will take effect 7 days after such notice has been provided. By accepting these terms You also agree to accept and be bound by any changes made by CareerLounge under this clause.
You will be deemed to have accepted and agreed to these terms (as amended from time to time) upon acceptance of a proposal or payment of an invoice from Us in relation to the Services. These terms constitute the full Agreement between You and Us and supersede all prior agreements unless a specific Partnership Agreement or other contract has been executed with CareerLounge, in which case the terms of that written contract overrule these terms.
Reliance on any information provided by Us or any other on any of our web or mobile applications, including the Sites, is solely at your own risk. We do not give, or purport to give, recommend or endorse any specific organization or information that may be available on any of our applications.
The copyright in all content on www.careerlounge.com.au and the Sites, including website designs, text, graphics, and the selection and arrangement thereof, is owned by CareerLounge (including, but not limited to, ‘CareerLounge’, ‘comet’ and ‘quillo’ and their design logos). All our rights in this regard are reserved. Copyright in the material contained on www.careerlounge.com.au and the Sites subsists under the Copyright Act 1968 (Cth) and, through international treaties, under the laws of many other countries.
www.careerlounge.com.au and the Sites may also contain third-party trademarks, service marks, graphics and logos. You are not granted any right or license with respect to the trademarks, service marks, graphics or logos of any third party.
All improvements and modifications of the Sites shall remain our intellectual property.
We do not condone activities and actions that breach the rights of copyright owners, trade mark owners or the owners of other intellectual property. It is Your responsibility to obey all laws governing intellectual property.
As between You and Us, You acknowledge that we own or have a license to all title and copyrights in and to www.careerlounge.com.au and the Sites. All title and intellectual property rights in and to the licensed content in the Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.
Provision of Services
CareerLounge will use all reasonable efforts to provide You with the Services You have purchased, as described on this website, the Sites, or in a proposal provided to You.
An annual fee will be payable by You in relation to the Services (“Partnership Fee”), as set out in a proposal provided to You by CareerLounge or detailed on this website or the Sites. CareerLounge will render an appropriate Tax Invoice, including GST, to You upon acceptance of a proposal. The full amount of the Partnership Fee will be due and payable 7 days after the Tax Invoice is issued.
You are responsible for all prices and charges for Services incurred by Yourself or Your authorized representative, in accordance with the billing provisions specified in an invoice or payment confirmation.
CareerLounge reserves the right to contact a credit reporting agency to obtain personal information about You for the purpose of validating an application for credit made by You to CareerLounge. In the event that CareerLounge issues You an invoice in arrears for any Service, You fail to pay for any Service by the set due date or You fail to pay any other amount owing under this clause, CareerLounge reserves the right to, in addition to any other right;
- charge interest to You at an applicable rate until the relevant amount owing is paid;
- suspend or terminate any Services provided to You by CareerLounge; and
- not renew any part or all of the Services.
Any suspension does not relieve You of Your obligation to make payments under this Agreement including circumstances where a credit card transaction is declined. If this occurs an email will be sent to the primary email address that You have provided for Us. Failure to provide Us with changes to Your primary email address will not result in any extension. You agree, in the event of default, to pay CareerLounge our reasonable expenses, including legal and collection agency fees, incurred in enforcing our rights under this Agreement.
In this Agreement, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act. Unless expressly stated in writing by us to be inclusive of GST, the consideration for the supply to you of any goods, services or other things under this Agreement has been calculated exclusive of GST.
If we make a supply under or in connection with this Agreement in respect of which GST is payable, the consideration for the supply but for the application of this clause (ie the GST exclusive consideration) will be increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.
Certain legislation (including the Trade Practices Act 1974 (Cth) and the Fair Trading Act 1999 (Vic)) may imply terms, warranties or conditions that cannot be excluded, restricted or modified (“Statutory Warranties”). Subject to the Statutory Warranties and to any other warranties specifically given by CareerLounge:
- All conditions, warranties and other provisions which might otherwise have been implied into this Agreement or otherwise in relation to the Services, are excluded; and
- You acknowledge that all web applications (including the Sites and any other web applications used to provide the Services) may have errors, and that it is therefore Your responsibility to monitor and verify the use of the Services.
CareerLounge warrants and represents to You that:
- It has the exclusive right to:
- Grant You partnership of, endorsement by and any naming rights to:
- Any other parts of the Sites that can carry branding; and
- Events held by CareerLounge (other than events conducted jointly with a non-partner entity to promote the Sites and such other entity) (“CareerLounge Events”);
- Administer and promote CareerLounge, CareerLounge Events and the Sites;
- Sell advertising on the Sites (for example, the right to display advertising) and at CareerLounge Events;
- Sell advertisements in any publication published by or on behalf of CareerLounge (including any electronic publications distributed to members of the Sites, partners and supporters): and
- Grant You and third parties the right to have an association with CareerLounge and the Sites.
- Grant You partnership of, endorsement by and any naming rights to:
- Our entry into this agreement does not breach any existing agreement or arrangement between CareerLounge and any other person;
- We will not assign or transfer any of the rights under this agreement without Your prior written consent, which must not be unreasonably delayed or withheld; and
- We have the right to enter into this Agreement and to grant to You all of the rights and benefits outlined in this Agreement.
Limitation of Liability
Where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the liability of CareerLounge to You is limited, at the option of CareerLounge, to:
- For a claim relating to goods liability is limited to the repair or replacement of goods or payment of the cost of having the goods replaced or repaired: and
- For a claim relating to services liability is limited to supplying the services again or payment of the cost of having the services supplied again.
To the extent permitted by law, You indemnify and agree to keep CareerLounge indemnified against any loss or claim arising out of Your use of the Services.
CareerLounge may vary these terms or the terms of the operation of any Service, at any time by updating these Terms at www.careerlounge.com.au/terms. Changes other than price changes will become effective upon publication of the notice. CareerLounge may vary the charges for any Service and we will notify You of these variations either by written notice to you and publication to www.careerlounge.com.au/terms. Where CareerLounge vary any charges for the Services, we will give at least 30 days’ notice of the change by either of the preceding means, and the new prices will apply at the end of that period. Any reference in this Agreement to “Supplier” is a reference to any third party service provider of CareerLounge, if and to the extent a Supplier is supplying any part of the Services to You on behalf of CareerLounge.
Each party agrees to indemnify the other party, its officers, employees and agents (“Indemnified Parties”) against any liability or cost (but not any consequential loss) which an Indemnified Party may suffer or incur concerning any claim or action by an person arising from any breach by it of this Agreement (to the extent that such breach gave rise to such claim or action).
The indemnity described above survives the end or termination of this Agreement.
CareerLounge will not be liable for any software or hardware issues that may reside at Your end that limits or interferes with the Services provided by CareerLounge. These include, but are not limited to, networks that do not allow network traffic through to Our servers including proxy servers, terminal services or ISP issues, and software conflicts.
Correspondence from Us will be sent to You via the primary contact email address that You provided. We waive any responsibility for correspondence not being received at this address. It is Your responsibility to immediately advise Us of any change to Your primary contact email address.
Links & Publicity
By entering into this Agreement You acknowledge and agree that CareerLounge may use Your name, and logo for the express and sole purpose of identifying You as a client of CareerLounge in its marketing material, both print and electronic. You may elect to withdraw Your permission for the use of Your name and logo in Our marketing material, but must do so in writing with 30 days written notification for withdrawal of any material from the commercial domain.
Consent to use of Trademarks, Names and Logos
A party must not use or reproduce a trademark, name, logo or other identifying slogans (“Recognition Materials”) of the other party without the prior written consent of that party. In seeking that consent, the party seeking to use the Recognition Materials must give the other party:
- A draft of any material or thing produced by it or on its’ behalf which contains or displays any Recognition Materials for approval by that other party; and
- Full details of the intended use of the Recognition Materials, including copies of the proposed artwork, graphics and copy.
at least 5 business days before the date on which it wishes to have that material or thing used, distributed or displayed.
A party must not unreasonably delay or withhold its consent to use its Recognition Materials.
Trademarks & Intellectual Property Rights
You acknowledge and agree that:
- All intellectual property rights in careerlounge.com.au and the Sites (including but not limited to copyright in the software and codes underpinning the Sites), CareerLounge advertisements, CareerLounge content and CareerLounge, comet and quillo logos (collectively CareerLounge IP) are the sole and exclusive property of CareerLounge; and
- You have no right, title or interest in or to any CareerLounge IP.
We acknowledge and agree that:
- All of Your logos and advertisements (excluding content) (collectively Your IP) are solely and exclusively Your property;
- We have no right, title or interest in any of Your IP; and
- We are authorized to use Your IP solely for the purpose of fulfilling our obligations under this Agreement.
You acknowledge and agree that Your content (excluding Your IP), once provided to CareerLounge in the manner and for the purpose contemplated by this Agreement, may remain on www.careerlounge.com.au or the Sites in perpetuity.
CareerLounge Obligations to Village Partners
- Accurately describe You and the Services;
- Use all reasonable endeavours to make sure that all employees, agents and contractors of CareerLounge accurately describe You and the Services; and
- At all times represent You as important and significant to CareerLounge and the Sites.
CareerLounge will use its reasonable commercial endeavours to:
- Promote CareerLounge and the Sites; and
- Generate public exposure of CareerLounge and the Sites.
Without limiting the general obligations above, CareerLounge will:
- with You, jointly prepare and distribute a media release concerning the launch of the Services on a date and time to be agreed;
- use Our best endeavours to generate free publicity for CareerLounge, the Sites and the Services;
- continually seek to deliver the Services in a way which, to the extent that it is practically possible to do so, is consistent with and supports Your objectives;
- seek and secure additional relationships and opportunities for You, beyond the rights contemplated by this Agreement, to the extent that such relationships and opportunities are consistent with the objectives of CareerLounge, You and the promotion of the Sites;
- use Our reasonable endeavours to ensure You are regularly consulted and informed about the marketing, planning and conduct of all aspects of activity on the Sites which may have an impact upon Our delivery of the Services;
- regularly liaise with Your appropriate personnel throughout the term to discuss matters relevant to this Agreement and to develop effective promotional activities for You in relation to the Services;
- not be involved directly or indirectly in any conduct, activity or situation which brings any of CareerLounge, You and Your functions, aims and objectives into disrepute, contempt, scandal or ridicule;
- provide You with a nominated Account Manager;
- provide You with support to upload content to the Sites as detailed in a proposal to You;
- provide Your content on the Sites with preferential weighting;
- provide You with quarterly analytics relating to the Sites;
- promote and conduct CareerLounge Events in the manner and to the extent as has been represented to You by or on behalf of CareerLounge;
- use reasonable endeavours to ensure that You may display, promote, give away or provide information concerning the Services on designated areas of the Sites, at CareerLounge Events and directly to members of the Sites (with approval and subject to compliance with relevant Privacy Laws) as detailed in a proposal to You;
- ensure that You can establish at Your discretion a link from Your digital assets to the Sites;
- ensure that Your Recognition Material is displayed on the following at sizes and locations predefined by Us in accordance with Our relevant style guide:
- where You are recognised on materials produced for or in respect of a CareerLounge Event; and
- on every publication prepared or distributed by or on behalf of CareerLounge which recognises You.
- ensure that You are verbally recognised;
- during the appropriate CareerLounge Events; and
- during all other occasions where the partners of the Sites are verbally recognised by or on behalf of CareerLounge.
Your Obligations to Us
You must use Your reasonable commercial endeavours to:
- promote CareerLounge and the Sites to Your clients and other contacts within the industry; and encourage such parties to become members of the Sites;
- promote CareerLounge and the Sites to Your students (where relevant) and encourage students to become members of the Sites;
- actively participate in the development and provision of content for the Sites with the intent that the Sites will have accurate and current content and Recognition Material that is refreshed regularly:
- actively encourage and promote Your contacts to visit the Sites;
- generate exposure for CareerLounge, the Sites and CareerLounge events via cross promotion, joint PR activities and social media;
- respond in a timely manner to all public enquiries concerning the Services, CareerLounge and the Sites;
- comply fully with all applicable laws, including all privacy laws; and
- refrain from contacting any members of the Sites other than those members who have expressly given their consent to such contact.
You agree to promptly inform CareerLounge of any breach by You of these terms and of any conduct of any other person which You think may be a breach of these terms and conditions, whether the conduct has ceased, is continuing, or may occur in the future.
A notice or approval required by this Agreement must be in writing (email is acceptable).
Use of Customer Information
Breach of Copyright
CareerLounge does not condone activities and actions that breach the rights of copyright owners. It is Your responsibility to obey all laws governing copyright.
Trade and Business Obligations
You agree to comply with all requirements for the conduct of business applicable to persons conducting business both in Australia and in Your country of residence.
The laws of Victoria, Australia, govern this Agreement and You submit to the exclusive jurisdiction of the courts of Victoria.
We will not be liable for any act, omission, or failure to fulfill our obligations under this Agreement to the extent that such act, omission, or failure arises from any cause reasonably beyond our control including, but not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental action, fire, server and communication line failures, power failures, earthquakes or other similar disasters (called “Force Majeure”). However, We will take reasonable steps to inform You and any such cause and to continue to perform our obligations under this Agreement.
A party may terminate this agreement immediately by giving notice to the other party if:
- The other party breaches any term or fails to meet any of its obligations under this Agreement and does not rectify such breach or meet such obligation within 5 business days of receipt of written notice to do so from the non-defaulting party;
- The other party goes into liquidation, has a receiver, receiver and manager, administrator or similar person appointed, enters into a scheme of arrangement with creditors or is unable to pay its debts as and when they fall due;
- The non-defaulting party’s name, reputation, functions, aims or objectives is, or in its reasonable opinion damaged or brought into disrepute or ridicule by the other party or by being associated with the other party or any director or officer of the other party; or
- The other party does anything or omits to do anything so as to, in the reasonable opinion of the non-defaulting party, evince an intention to no longer be bound by this Agreement or a reckless indifference to its obligations in this Agreement.
Nothing in this Agreement will be construed as prohibiting either party from pursuing other remedies available to it either at law or in equity for breach or threatened breach including specific performance and recovery of monetary damages.
Conduct After Termination
Within 20 business days of the end of this Agreement, We must:
- Cease to use any of Your Recognition Materials on or in connection with careerlounge.com.au and the Sites;
- Deliver to You all copies, and permanently destroy all electronic copies, of any of Your Recognition Materials produced under this Agreement which are Your property.
Each party must:
- Immediately cease to represent that it is in any way associated with the other party; and
- Not do, say or cause anything to be said or done (and must use it’s best endeavours to make sure that its officers, employees an agents do not);
- In any way denigrate the other party (or its officers, employees or agents) or business; or
- Discuss in a negative way or question any decision to end this Agreement.
- At the request and expense of CareerLounge, You agree to do all things necessary or desirable, including executing any documents, to give effect to this Agreement (including by signing all documents in relation to intellectual property rights and moral rights).
- You will not sublicense, assign or transfer any rights granted to You under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties or obligations in violation of the provisions of this Agreement is void.
- CareerLounge may assign its rights under this Agreement in its sole discretion and without your prior consent.
- A term or part of a term in this agreement that is illegal or unenforceable may be severed from this Agreement and the remaining term or part of the term of this Agreement continue in force.
- CareerLounge does not waive a right, power or remedy under this Agreement if it fails to exercise or delays in exercising a right, power or remedy. A single or partial exercise of a right, power or remedy under this Agreement by CareerLounge does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy by CareerLounge must be in writing and signed by an authorized officer of CareerLounge.
- This Agreement will be governed by the laws of the State of Victoria. Except as expressly prohibited by applicable law, the exclusive jurisdiction for any claim, action or dispute with CareerLounge or relating in any way to your use of CareerLounge, the Sites and/or the Services will be in the courts of the State of Victoria and the venue for the adjudication or disposition of any such claim, action or dispute will be in the State of Victoria.
- We may provide notifications, whether such notification are required by law or are for marketing or other business related purposes, to You via email, mobile text message, written or hard copy notice, or through conspicuous posting of such notice on careerlounge.com.au (as determined by Us in Our sole discretion). We reserve the right to determine the form and means of providing notifications to You, provided that you may opt out of certain means of notification described in this Agreement.