Terms of Use & Information Notice

Terms of Use · Version 1.0

Effective from the date first accessed by the Authorised User.

1. Definitions and Interpretation

1.1 In these Terms:

Authorised User means a natural person to whom the Operator has granted access to the Portal and whose name and email address are recorded in the Operator's authorised access register.
Information means any data, content, file, document, status indicator, date, narrative or communication made available through or displayed on the Portal.
JV Agreement means the joint venture, partnership, co-ownership or other agreement or instrument constituting the joint enterprise of the parties in respect of the Property.
Operator means the project director acting on behalf of the joint venture in respect of the Property.
Portal means the password-protected web interface accessible at the URL notified to the Authorised User from time to time, together with all underlying software and infrastructure.
Property means 575–597 Pacific Highway, New South Wales, Australia.
Reporting Channels means the formal reporting, notification and communication channels established under the JV Agreement.
Terms means these Terms of Use, as amended from time to time.

1.2 Headings are for convenience only and do not affect interpretation. References to legislation include any subordinate instrument and any successor legislation.

2. Acceptance and Scope

2.1 By accessing or using the Portal the Authorised User agrees to be bound by these Terms.

2.2 These Terms govern access to and use of the Portal only. They do not vary, supplement, supersede, derogate from, novate or otherwise affect the JV Agreement or any other agreement, duty, right or obligation between the parties at law or in equity.

2.3 To the extent of any inconsistency between these Terms and the JV Agreement, the JV Agreement prevails.

3. Authorised Access; Non-Transferability

3.1 Access to the Portal is personal to each Authorised User. Credentials, login links, session tokens and any other means of access ("Credentials") must not be:

(a) shared with, transferred to, or made available to any other person, including any legal, accounting, financial, technical, consulting or other advisor of the Authorised User or its principal;
(b) recorded, stored, cached or persisted in any manner that permits access by any other person; or
(c) used to procure or facilitate access by any other person.

3.2 The Authorised User must immediately notify the Operator if the Authorised User becomes aware of any actual, suspected or threatened unauthorised access using their Credentials, or any compromise of the email account to which Credentials are sent.

3.3 The Operator may revoke, suspend or restrict Portal access at any time, in its absolute discretion, without notice and without liability, including (without limitation) where credential sharing is reasonably suspected.

4. Permitted Use

4.1 The Portal is provided as an indicative, view-only reference of general project status information. The Authorised User may use the Portal solely to view Information for the purpose of being kept generally informed of project status (the "Permitted Use").

5. Prohibited Conduct

5.1 The Authorised User must not:

(a) copy, reproduce, screenshot for further distribution, scrape, mirror, harvest, index, extract or systematically retrieve Information except as strictly necessary for the Permitted Use;
(b) publish, redistribute, transmit, communicate or disclose Information to any third party, except as expressly required by law and then only with prior written notice to the Operator (where practicable);
(c) reproduce, attach, exhibit, refer to or rely on Information in any pleading, affidavit, witness statement, demand, claim, complaint, dispute notice, expert report or other formal proceeding without the Operator's prior written consent;
(d) attempt to bypass, defeat or circumvent any access control, authentication mechanism, rate-limit, security measure or audit function of the Portal;
(e) attempt to identify, derive, infer or reconstruct any data not displayed on the Portal, including by combining displayed data with information obtained from other sources;
(f) use the Portal in any manner inconsistent with the Authorised User's obligations or its principal's obligations under the JV Agreement, at law or in equity; or
(g) use the Portal in any manner that would, in the reasonable opinion of the Operator, prejudice the integrity of project records or the proper conduct of the joint venture.

6. Information is Indicative and Subject to Change

6.1 All Information made available on the Portal is:

(a) indicative only and prepared in good faith from the project record at the time of refresh;
(b) capable of being incomplete, superseded, inaccurate or out of date, including by reason of subsequent events, revised assessments or correction of error; and
(c) subject to update, correction, withdrawal, redaction or revision at any time without notice.

6.2 Forward-looking statements (including target dates, sequenced milestones, estimated completion dates, and indicative timelines) are estimates only. They are not commitments, undertakings or warranties. Actual outcomes may differ materially.

6.3 The "Snapshot" indicator displayed on the Portal records the time at which the Information then displayed was retrieved from the project record. The Information may not reflect events occurring after that time.

7. No Representation, Warranty or Undertaking

7.1 Subject only to clause 7.3, no Information made available on the Portal constitutes a representation, warranty, undertaking, assurance or promise (whether express or implied, oral or written) by the Operator, the joint venture, or any participant in or related body corporate of the joint venture, in relation to:

(a) the accuracy, completeness, currency, reliability, suitability or fitness for any purpose of any Information;
(b) the achievement, non-achievement or timing of any forward-looking matter; or
(c) any other matter touching the Property, the joint venture, or the project.

7.2 The Authorised User acknowledges that the Operator does not owe a duty of care to the Authorised User in respect of the accuracy or completeness of Information made available on the Portal.

7.3 Nothing in these Terms is intended to exclude, restrict or modify any guarantee, right, remedy or liability that cannot be excluded, restricted or modified by law, including the non-excludable provisions of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any State or Territory equivalent.

8. No Reliance

8.1 The Authorised User acknowledges, agrees and represents that:

(a) the Authorised User and its principal will not rely, and have not been induced to rely, on any Information made available on the Portal for the purpose of making any commercial, financial, investment, legal, valuation, voting, drafting, settlement or other decision;
(b) any decision requiring formal, accurate or current information will be made only on the basis of records and communications provided through the Reporting Channels;
(c) the Portal is not, and is not intended to operate as, the means by which any joint venture participant discharges any reporting, disclosure, notification, consultation or accountability obligation owed under the JV Agreement, at law or in equity; and
(d) the Authorised User has and will continue to make its own independent inquiries, take its own advice, and form its own views in respect of all matters relevant to the joint venture.

8.2 The Authorised User acknowledges that the Operator has provided access to the Portal in reliance on the acknowledgements in this clause 8.

9. Limitation of Liability

9.1 To the maximum extent permitted by law, the Operator and each participant in the joint venture excludes any and all liability to the Authorised User and its principal for any loss, damage, cost, expense, claim, demand or liability of any kind (whether arising in contract, tort (including negligence), under statute, in equity or otherwise) arising directly or indirectly out of or in connection with the Authorised User's access to, use of, or reliance on the Portal or any Information.

9.2 Without limiting clause 9.1, the Operator is not liable for any consequential, indirect, special or punitive loss, or any loss of profit, revenue, opportunity, goodwill, anticipated savings or business interruption.

9.3 Nothing in this clause 9 excludes or limits liability for:

(a) fraud or wilful misconduct;
(b) breach of confidentiality;
(c) infringement of intellectual property rights; or
(d) any liability that cannot be excluded or limited by law.

10. Intellectual Property

10.1 All Information, software, design, structure, layout, code and other content forming part of the Portal is and remains the property of the Operator or its licensors. Nothing in these Terms operates to assign, transfer or licence any intellectual property right except as expressly stated.

10.2 The Operator grants the Authorised User a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and view the Portal solely for the Permitted Use, for as long as access remains in force.

11. Confidentiality

11.1 All Information is provided to the Authorised User in confidence. The Authorised User must:

(a) treat all Information as confidential to the joint venture;
(b) take all reasonable steps (including any steps required by the JV Agreement) to prevent unauthorised access, use, copying, disclosure or distribution; and
(c) comply with any further or more specific confidentiality obligation contained in the JV Agreement.

11.2 The obligations in this clause 11 survive termination of these Terms and termination of access to the Portal.

12. Audit, Access Logging and Monitoring

12.1 The Authorised User acknowledges and agrees that:

(a) all access to the Portal is logged on a per-session basis, recording the Authorised User's identity, the time and duration of access, the originating network address (IP), the user-agent string, the Information viewed and any actions taken;
(b) access logs are retained for a minimum period of seven (7) years, or for such longer period as is required by law or by the Operator's compliance, audit or dispute-resolution requirements;
(c) access logs and the snapshot record of Information made available at any given time may be relied on as evidence in any proceeding, mediation, arbitration or other forum; and
(d) the Operator may, at any time, examine, analyse, disclose to professional advisors or produce in legal proceedings the access logs in respect of the Authorised User.

13. Preservation of Joint Venture Relationship

13.1 The Portal is provided as a courtesy and supplement to the Reporting Channels. Provision of the Portal, any Information through it, or any access by the Authorised User does not:

(a) modify, vary, suspend, replace, release or waive any obligation, right, remedy or entitlement of any joint venture participant under the JV Agreement, at law or in equity;
(b) constitute consent, ratification, election, acquiescence or approval in respect of any matter; or
(c) create any new contractual obligation, fiduciary duty or duty of care between the parties beyond what is expressly stated in these Terms.

14. Variation

14.1 The Operator may amend these Terms from time to time by publishing a revised version on the Portal. The current version number and effective date are shown at the top of these Terms.

14.2 Continued access to or use of the Portal after the effective date of an amendment constitutes acceptance of the amended Terms. If the Authorised User does not accept an amendment, the Authorised User must cease using the Portal and notify the Operator.

15. Suspension and Termination

15.1 The Operator may suspend or terminate the Authorised User's access to the Portal at any time, with or without cause, with or without notice, and without liability.

15.2 Termination does not affect any accrued right or obligation, including any continuing obligation under clauses 5, 8, 9, 11, 12 and 17, all of which survive termination.

16. Notices

16.1 Notices to the Operator under these Terms must be in writing and given to the email address notified to the Authorised User from time to time. Notices to the Authorised User may be given to the email address recorded in the Operator's authorised access register.

17. Governing Law and Jurisdiction

17.1 These Terms are governed by and construed in accordance with the laws in force in New South Wales, Australia.

17.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them, and waives any objection to the venue or forum.

18. Severability

18.1 If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, that provision is severed to the minimum extent necessary, and the remaining provisions continue in full force and effect.

19. No Waiver

19.1 No failure or delay by the Operator to exercise any right operates as a waiver of that right. A single or partial exercise of a right does not preclude any further exercise of that right.

20. Entire Agreement

20.1 These Terms constitute the entire agreement between the parties with respect to access to and use of the Portal, and supersede all prior or contemporaneous communications, representations or agreements relating to that subject matter.

Information Notice — Australian Privacy Principle 5

This Notice is provided in accordance with Australian Privacy Principle 5 under the Privacy Act 1988 (Cth). Version 1.0.

1. Identity and Contact Details of the Operator

The Portal is operated on behalf of the joint venture in respect of 575–597 Pacific Highway, New South Wales, by the project director ("Operator"). The Operator may be contacted at the email address notified to the Authorised User at the time their access to the Portal was provisioned.

2. Personal Information Collected

The Operator collects the following categories of personal information in connection with the Portal:

(a) Identity data: full name and business email address of each Authorised User;
(b) Authentication data: one-time login tokens transmitted by email to verify identity at sign-in, and session tokens issued upon successful authentication;
(c) Access logs: timestamp of each access, originating network (IP) address, browser user-agent string, session duration, and details of pages and Information viewed during each session.

3. Purposes of Collection

Personal information collected through the Portal is used by the Operator for the following purposes:

(a) authenticating the identity of Authorised Users and controlling access to the Portal;
(b) maintaining a complete and accurate record of authorised access to project information;
(c) protecting the security, integrity and operation of the Portal;
(d) compliance with applicable legal, regulatory and evidentiary obligations; and
(e) audit, dispute-resolution and litigation purposes in respect of the joint venture and the project.

4. Authority for Collection

Collection is authorised under the Operator's general powers to manage the joint venture's affairs, and is required to operate the Portal as a controlled-access system.

5. Consequences of Not Providing Personal Information

Provision of personal information is voluntary. However, if the Authorised User does not provide the identity and authentication data described in paragraphs 2(a) and 2(b), the Operator will not be able to verify the Authorised User's identity, and access to the Portal cannot be granted or maintained.

6. Disclosure of Personal Information

Personal information collected through the Portal may be disclosed by the Operator to:

(a) the Operator's professional advisors (legal, accounting, technical, audit) in connection with the operation of the Portal, the conduct of the joint venture, or any actual or anticipated dispute relating to the joint venture;
(b) other participants in the joint venture, in connection with their respective rights and obligations under the JV Agreement;
(c) any law enforcement, regulatory or judicial body, where required or permitted by law (including production under subpoena, discovery order or notice to produce);
(d) the Operator's information technology service providers, including providers of hosting, transactional email transmission, domain name and security services, in each case for the purposes of providing those services to the Operator.

7. Cross-Border Disclosure

The Portal is hosted on cloud infrastructure operated by reputable commercial providers. Personal information may be stored, processed, transmitted or otherwise handled in jurisdictions outside Australia, including without limitation the United States, the European Union, the United Kingdom and Singapore. The Operator takes reasonable steps to ensure that overseas recipients of personal information handle that information in a manner consistent with the Australian Privacy Principles.

8. Access and Correction

The Authorised User may request access to, or correction of, the personal information held by the Operator about the Authorised User. Requests should be made in writing to the Operator at the contact email referred to in paragraph 1.

9. Complaints

Complaints concerning the handling of personal information by the Operator should be made in writing to the Operator. The Operator will respond within a reasonable time. If the Authorised User is dissatisfied with the Operator's response, a complaint may be made to the Office of the Australian Information Commissioner at oaic.gov.au.

10. Retention

Identity data and access logs are retained for the period specified in clause 12 of the Terms of Use (presently a minimum of seven years), or for such longer period as is required by law or relevant to a dispute. Authentication tokens are retained only for so long as is necessary to maintain the relevant session.

11. Privacy Policy

Subject to specific statements in this Notice, the Operator's broader handling of personal information is governed by its Privacy Policy, available on request.