Terms Of Service


Liink Customer Terms and Conditions

Liink is the creator and owner of Liink, a building and construction application that enables data sharing of information including contact details, jobs, invoices, calendars, progress management and statutory data compliance including work health and safety information. The Information is sourced solely from the Customer and other Customers. Liink is an application which may plug into OnSite Companion and other software systems and web services.

A Customer Service Agreement is formed between Liink and the Customer on the terms of the Order Form completed and submitted by the Customer and these Terms and Conditions.

In this Agreement, the following definitions and interpretation apply:
Act of Default means (a) any breach of this Agreement including but not limited to a default in payment of any Charges or unauthorised disclosure of the Confidential Information or Content; (b) where the Customer suffers an Insolvency Event or has an administrator, liquidator or receiver appointed or enters into any composition with or scheme of arrangement for the benefit of the Customer’s creditors.
Agreement means this Customer Service Agreement comprising the Order Form(s) and these Terms and Conditions.
Business Hours means 9am – 5pm Monday to Friday Australian Eastern Daylight Time (AEDT) excluding national public holidays.
Charges means the charges payable by the Customer to Liink pursuant to this Agreement including, but not limited to, fees connected with registration of the Software Licence or any specific customisation requests agreed to by both parties.
Liink means Companion Liink PTY Limited ACN 639 090 074 of Lvl 6, 1 Horwood Place, Parramatta NSW 2150, a proprietary software systems, applications and products that are licensed to the Customer for its use under the terms of this Agreement including Updates.
Liink Website includes any website of Liink including www.Liink.net.au.
Confidential Information means all trade secrets, ideas, know-how, concepts and information whether in writing or otherwise relating to Liink or the business, marketing or promotional affairs of Liink. The Confidential Information includes but is not limited to:
  1. Customer registration codes and passwords;
  2. products and service price information and lists;
  3. Software and software Updates including source code and concepts;
  4. SQL scripts written by Liink for the purposes of operating Liink or other associated software or service;
Content means the information inputted by the Customer or made available to the Customer through Liink.
Customer means the individual or legal entity (and if more than one, all of them jointly and severally) who has accepted this Agreement by physically or electronically signing and returning to Liink the Order Form or selecting the “I Accept” (or similar) button on the Liink Website.
Default Interest Rate means 9% per annum calculated daily.
GST means Goods and Services Tax within the meaning of the Goods and Services Tax Act 1999 (Cth) from time to time as amended.
Insolvency Event means any of the following events in respect of the Customer (and if the Customer is more than one person or entity, then any of them):
  1. a bankruptcy or winding-up proceeding is made to the relevant court;
  2. an order is made or a resolution is passed to wind up;
  3. an external administrator is appointed; or
  4. a sequestration order is made for the Customer to be declared bankrupt.
Information Providers means Liink and its subsidiaries and officer holders, staff and agents, HIA Insurance Services and any other insurance provider that Liink determines appropriate.
Intellectual Property means all intellectual and industrial property including but not limited to copyright, patents, registered and unregistered trademarks, registered designs, trade secrets or know how.
Order Form means the form prescribed by Liink to register for Liink (whether as part of our online registration or a separate Order Form, paper or electronic).
Personal Information means personal information as defined in the Privacy Act 1988 (Cth) and similar legislation of the Commonwealth and the States and Territories of the Commonwealth (including, without limitation, the Privacy and Personal Information Protection Act 1998 (NSW) and the Information Privacy Act 2000 (Vic)), and other information to which laws relating to privacy apply, contained in Information Provider Information. Personal Information includes information or an opinion (including information or an opinion forming part of a database and whether or not recorded in a material form) about an individual whose identity is apparent or can reasonably be ascertained from the information or opinion.
Security Information means the Customer’s log-in details, usernames, private keys or passwords or other access controls provided to the Customer or User to access Liink.
Software Licence means the licence of the Customer to use Liink in accordance with the terms of this Agreement.
Software Licence Commencement Date is the commencement date set out in the Order Form.
Update includes patch, enhancement, changes, improvements or upgrade.

  1. In this Agreement:
    1. headings are for convenience and do not affect interpretation;
    2. the singular includes the plural and vice versa;
    3. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
    4. a reference to a party includes its executors, administrators, successors and permitted assigns;
    5. words and expressions denoting natural persons include bodies corporate, partnerships, associations, governments and governmental authorities and agencies and vice versa;
    6. a reference to any legislation, statutory instrument or regulation shall be construed in accordance with the Acts Interpretation Act 1901 (Cth) (or the equivalent State legislation, as applicable);
    7. the words “include”, “includes” and “including” are not words of limitation; and
    8. References to Legislation means that Legislation as amended from to time to time including any replacement Legislation.

Grant of Licence
  1. Subject to payment monthly in advance by the Customer of the agreed Charges for Liink and the Customer’s acceptance that Liink is a mere intermediary of the Content and not liable for the Customer’s compliance with the Law and statutory regimes, Liink grants to the Customer a non-exclusive licence to use Liink Software Licence on the terms and conditions contained in this Agreement and any reasonable requirement notified to the Customer by Liink from time to time.

Access
  1. Provided that the Customer has met its obligations under this Agreement, Liink grants the Customer the right to access and or install Liink on its computing device including but not limited to computer, tablet or mobile device on and from the Software Licence Commencement date.
  2. The Customer must:
    1. Prior to its commencement of use of Liink, purchase or otherwise arrange (at its own expense) such equipment, hardware, systems and operating environments at least to the minimum standards as are prescribed by Liink from time to time as necessary to access, operate, install or host Liink.
    2. Provide suitably qualified and trained personnel to implement and operate Liink under this Agreement.
  3. Liink reserves the right to change its minimum hardware and software requirements without notice.

Content
  1. In respect of any Content provided by Liink to the Customer, the Customer agrees that:
    1. Liink gives no warranty or representation as to the suitability or accuracy of specific Contents, or that the Contents are complete, error free or up-to-date;
    2. By using, requesting or accessing information on Liink, the Customer shares information with and seeks information from the Customer’s clients and other Information Providers in accordance with this Agreement;
    3. The Content contained in Liink is based on information provided to Liink by the Customer and other Customers;
    4. Liink has not verified the accuracy, currency, reliability or completeness of the Content and makes no representation or warranty as to their accuracy, currency or reliability;
    5. The Customer acknowledges that Liink gives no warranty or representation that any Content provided through any Customer or Information Provider is complete, accurate or up-to- date;
    6. Liink will have no liability to any persons for any inaccuracy, omission, defect or error in Liink and is not liable to the Customer for the Customer’s contract or statutory compliance requirements.
  2. The Customer agrees not to reproduce, retransmit, redistribute, disseminate, commercialise, sell, publish or circulate any Content obtained through Liink to any other person other than Content used in the course of the Customer’s usual business (including but not limited to issuing invoices containing the Contents or requesting diary sharing to their client).

Usage
  1. The Software License granted to the Customer is limited to use by the number of licences stated on the Order Form (unless modified by agreement in writing between the parties) and to any other limitation specified in this Agreement and the Customer undertakes that it and its personnel will adhere to these limitations at all times;
    1. The Software License is non-transferable and is non-exclusive;
    2. Aiding, assisting or allowing any person who is not a party to this Agreement to use;
    3. Liink is strictly prohibited and the Customer undertakes that it will not engage in such unlicensed use and will use its best endeavours to prevent such unlicensed use or access to Liink;
    4. It will not resell, loan or licence Liink to any other person without the prior written consent of Liink;
    5. It will use Liink only through the applications and methods specified in the Order Form, or as otherwise approved in writing by Liink;
    6. It will use Liink only on equipment, hardware, systems and operating environments controlled by the Customer and approved by Liink (such approval not to be unreasonably withheld) for Liink, in accordance with operating procedures approved by Liink;
    7. It will use Liink only for the purposes for which it is designed and only for its own lawful business purposes;
    8. It will not use Liink for any personal, domestic or household purpose.

Information Providers
  1. The Customer agrees to comply with any and all conditions of Information Providers, from time to time, relating to the use of Content that is obtained through Liink (including but not limited to the prohibition on use of the Content for Direct Marketing).
  2. The Customer undertakes and agrees to read any and all deeds, terms and conditions of use of the various Information Providers (contained on the respective websites of those Information Providers), from time to time, and undertakes to adhere to these at all times.

Online assistance
  1. Liink will provide the Customer with assistance (within Business Hours) through its online help desk, in order to assist Customers with any enquiries about Liink.

On-Site Support Services
  1. On-site support services are not part of the Software Licence and if requested and agreed to be supplied will be pursuant to a separate Order Form and otherwise governed by this Agreement.

Upgrades
  1. The Customer acknowledges:
    1. that the scope and content of Liink may change from time to time;
    2. that Liink may be required to modify its systems, security and access without notice to accommodate such changes made to Liink; and
    3. and agrees that Liink shall not be responsible for or accept any liability for any cost, loss or damage resultant from such modifications to its systems or Liink (including with respect to any period of unavailability of access due to the modifications).
  2. Provision of a Software License under this Agreement does not impose any obligations upon Liink (such as requiring the provision of Updates, enhancements or upgrades to Liink or other products) other than those obligations expressly provided under this Agreement.
  3. The Software License, during its term, extends to any modification supplied by Liink from time to time, and to any Updates, enhancement or upgrade supplied by Liink from time to time for which the Customer has paid the relevant Charges (if applicable).

Customisation Requests
  1. Liink is not obliged to undertake any paid customisation requests. Liink may choose to undertake a paid customisation request at its absolute discretion, and then on terms and prices as agreed in writing between the parties.
  2. Liink owns all customisations in all respects, notwithstanding that a Customer may have requested and paid for the specific customisation from Liink.
  3. Liink reserves the right to include a customisation requested and paid by a Customer into its standard range of products and services for all other Customers.
  4. Liink may at its sole discretion endeavour to meet client preferences in respect of Liink Update (based upon the availability of Liink resources, schedules and other work) but will not be liable for any loss or damage arising from any delays arising for any reason.

Other Services Outside Scope of Liink Warranty
  1. Liink is not obliged under its warranty to investigate or remedy any problem to the extent that it is caused by misuse of Liink by the Customer or anyone other person external to Liink, a fault in the equipment or operating environment on which Liink is used, the configuration of such equipment or operating environment, an error in the use of, or the use of other software used in conjunction with Liink, or any failure by the Customer to meet an obligation under this Agreement. Liink may endeavour to investigate or remedy any such problem for an additional charge.

Restrictions
  1. The Customer must not tamper with, modify, disassemble, reverse-engineer or do anything to any code or database structure of Liink, without obtaining prior written consent from Liink.
  2. The Customer must not provide access to any code or database structure of Liink to any third party, without obtaining prior written consent from Liink.
  3. The Customer must not engage any third party, for the purposes of integrating any other third party software application with Liink, without obtaining prior written consent from Liink.
  4. The Customer acknowledges that Liink may, without being required to provide notice to the Customer, remove any modifications, integrations or any other changes that are not supplied by Liink but that are made to Liink by the Customer or any person instructed by the Customer to make such modification, integration or change.
  5. The Customer must not do anything with Liink which is inconsistent with or beyond the scope of the rights expressly granted in this Agreement.
  6. Under no circumstance may the Customer transfer or sub-license Liink, in whole or in part, without the prior written consent of Liink.
  7. Third Party Assistance - Should the Customer choose to engage the assistance of any external IT services to assist them in any way with Liink, this will be at the Customer’s expense.

Security Information
  1. Access to the Software Product or to Liink may be by Security Information.
  2. The Customer agrees not to disclose the Security Information to any other person, corporation, entity or organisation.
  3. The Customer is liable for all Charges resulting from the use of Liink or Service through the Customer’s Security Information whether such use of the Software Product or Service was authorised by the Customer or not. The Customer must immediately inform Liink of loss of Security Information, or any unauthorised access to or misuse of Liink.
  4. Liink will deactivate the Customer’s Security Information within 3 Months of an emailed request to support@Liink.com.au.
  5. Liink reserves the right to enforce user name and password changes as required for security, confidentiality and other legal compliance.

Charges
  1. The Customer shall pay the Charges at the rate set out in the Price Schedule on Liink Website, or on the Order Form at the time set out on the Order Form (or if not set out on the Order Form) prior to the commencement of the Software Licence and otherwise within 14 days from the invoice date for Services (in exchange for the relevant Tax Invoice), for any service provided to the Customer under this Agreement.
  2. The Customer will make payment in the manner specified in this Agreement.
  3. If the Customer does not pay the total Charges by the due date, Liink may (without prejudice to any of its other rights) immediately deny the Customer access Liink, the Software Licence or other service until any such fees or amounts are paid in full, including suspending the Customer’s Security Information.
  4. Payments can be made by credit card only. Payments by credit card will have added 1.5% to cover part of the cost of the merchant’s fee associated with such a payment.
  5. Liink reserves the right to charge interest on any overdue Charges or other amounts payable by the Customer to Liink, from the date due for payment to the date of actual payment at the Default Interest Rate.
  6. The Customer acknowledges that they are responsible for any and all expenses incurred by Liink in recovering any outstanding monies, including debt collection agency fees and solicitor costs on a full indemnity basis, payable on demand.
  7. Liink may change the Charges for a service or product not contemplated on the Order Form from time to time at its absolute discretion without being required to provide notice to the Customer.

Intellectual Property
  1. Liink warrants that Liink has all right, title and interest in the intellectual property rights reasonably necessary to enable the Customer to use Liink, provided in accordance with this Agreement from time to time.
  2. Liink owns all intellectual property in any customisation, alteration or Update of Liink (even if made at the specific request of the Customer and in exchange for a professional Services fee).

Warranties and exclusions
  1. Liink does not make any express warranties that Liink will:
    1. Operate error free; or
    2. Be uninterrupted while in use; or
    3. Be available at any or all times.
  2. Except as otherwise expressly provided in this Agreement, all warranties, representations, promises, conditions or statements relating to Liink whether expressed or implied; and whether statutory or otherwise (including, without limiting generality, warranties, representations, promises, conditions and statements as to merchantability, suitability or fitness for any purpose, profitability or any other attributes or consequences of or benefits to obtain from or in the course of using Liink), to the full extent permitted by law, are hereby expressly excluded.
  3. Liink shall not be liable to the Customer for any direct or indirect loss or damage in respect of anything done or omitted to be done by the Customer in reliance on information provided under this Agreement or otherwise relating to or resulting from use of Liink, including but not limited to loss arising out of:
    1. Any inaccuracy, error or delay in, or omission from, any Services to be delivered to the Customer;
    2. Any delays, failures, or inaccuracies in the transmission of any Services to the Customer;
    3. Any delay or failure in or loss of access to Liink;
    4. Any government restriction, computer viruses, computer hardware or software failure, unlawful or unauthorised access to the Service, theft, sabotage, natural or human-caused disaster, acts of war or public enemies, strikes, force majeure and without limitation any other conditions beyond Liink’s control;
    5. Any Federal or State government departments or agency charges, interests, penalties, assessments or taxes whatsoever;
    6. and whether such loss or damage is caused by any fault or negligence on the part of Liink or otherwise;
  4. To the extent permissible by law, the liability of Liink in contract, tort (including negligence) or otherwise relating to or resulting from use of Liink shall in any event be limited to any one or more of the following (at Liink’s option):-
    1. The supply of Liink again; or
    2. The payment of the cost of having Liink supplied again being pre agreed in respect of Liink to be capped at the one off or ongoing Software Licence charge usually charged by Liink for a maximum of one (1) year.
  5. Irrespective of the fact that Liink may specify minimum or recommended equipment or operating environment requirements in relation to Liink, Liink does not profess to be an expert in relation to compatibility of Liink and any particular equipment or equipment components, operating environment or the correct configuration of such equipment or operating environment to enable Liink to operate correctly. Liink specifically excludes any warranty that Liink shall operate on such minimum or recommended equipment or operating environment and therefore excludes any loss, cost, liability or damages suffered as a result of problems related to the compatibility, performance or configuration of particular equipment or operating environment.
  6. Liink has no obligation or liability (whether for direct, indirect or consequential loss or damage) to the Customer for, nor any obligation to remedy any problem resulting from:
    1. any system design, configuration or integration services supplied by any party other than Liink;
    2. anything being configured otherwise than in accordance with Liink recommendations;
    3. use of Liink by the Customer or anyone else, otherwise than in accordance with the documentation supplied by Liink relating to Liink;
    4. anything done by Liink or anyone else at the Customer’s request or direction (other than the supply of Liink);
    5. any goods or services (for example, any software maintenance or equipment maintenance services) supplied by anyone else;
    6. Liink being incompatible with any software or equipment not supplied by Liink;
    7. any other person’s action, inaction, or delay;
    8. breach of any of the Customer’s obligations set out in this Agreement;
    9. Customer data not being copied or backed up;
    10. migrating or dealing with Customer data which is corrupt prior to migration or conversion; or
    11. dealing with data that is known to contain correctable errors and requires cleansing and correction.
  7. Liink shall not be responsible for any loss, consequential or otherwise, and howsoever caused, resulting from the Customer’s use of Liink.
  8. The Customer acknowledges that Liink does not make any representations or warranties with respect to the usefulness or efficiency of Liink. The Customer has made its own enquiries and is satisfied with the usefulness and efficiency of Liink and Services.

Indemnity, Release and Discharge
  1. The Customer agrees to fully indemnify and hold harmless Liink and Information Provider’s against all expenses, losses, damages and costs incurred by or awarded against any of them arising from any claim, suit, demand, action or proceeding (including legal costs on a full indemnity basis) by any person where such loss or liability relates to or arises from the use of Liink by the Customer, reliance on information provided under this Agreement or was otherwise caused by any wilful, unlawful or negligent act or omission of the Customer, its employees, agents, customers or subcontractors in connection with this Agreement other than resulting from breach of this Agreement by Liink or the negligence of Liink. The indemnity will continue notwithstanding termination of this Agreement.

Information supplied by Customers
  1. The Customer warrants that it is responsible for the accuracy, completeness and currency of the information submitted to Liink, any Information Provider through the use of Liink.
  2. If inaccurate, incomplete or non-current information is supplied by the Customer, then Liink and its officers and staff will not be liable for any loss or damage (including consequential loss or damage, which includes, without limitation, loss of profits, business, revenue or data) arising from the use of Liink.

Limitations to Access to Liink
  1. Liink will use its best endeavours to provide access to Liink at all times but will not be liable for any loss or damage sustained by the Customer caused by the failure of Liink to provide access to the electronic platform for the application or software.
  2. Access to Content provided through Liink may from time to time be unavailable due to circumstances beyond the control of Liink, in which case Liink or any Liink shall not be liable for any loss or damage sustained by the Customer caused by the unavailability of the Content or the Service.

Termination
  1. If the Customer terminates the Software License in accordance with the processes set out in this Agreement, the following will occur:
    1. The Customer’s right to use Liink will cease and any passwords, keys or Security Information will be revoked preventing the future use of Liink.
    2. The Customer may terminate this Agreement by giving Liink at least thirty (30) days advance written notice of such termination in which event:
      1. All Charges owing by the Customer to Liink are then immediately due and payable as at the date of termination; and
      2. The Customer is deemed to have repudiated this Agreement if any Charges owing by the Customer under this Agreement remain unpaid for 30 days after the due date for payment, unless Liink gives express written notice before that date suspending the operation of this clause on such terms as Liink may specify.
  2. Liink may at its election terminate this Agreement in part or in its entirety; or Liink may, by notice in writing to the Customer, immediately suspend the Customer’s access to Liink, or any part of Liink if the Customer commits or is reasonably suspected by Liink of committing an Act of Default.
  3. During the period of suspension, Liink must elect (within a reasonable time) to either:
    1. Terminate this Agreement or any part of this Agreement with the Customer for the Customer’s Act of Default; or
    2. Restore access to Liink on such terms that Liink in its absolute discretion sees fit (including, but not limited to, the issue to the Customer of new Security Information) Assuming the Act of Default has been remedied and Liink is reasonably satisfied that the Act of Default will not occur again.

Consequences of termination
  1. At the end of the Software Licence, whether due to effusion of time or termination (for any reason), the Customer must return Liink and delete all copies from its systems. If the Customer fails to return Liink and delete all copies from their systems and provide reasonable evidence to Liink (on request) that it has done do, or if Liink reasonably suspects that the Customer still has copies of Liink, then Liink may withhold any passwords, keys or Security Information to reactivate Liink. And the Customer shall permit Liink to enter the Customers premises (with reasonable notice and at reasonable times) and remove and delete such copies of Liink.

No assignment
  1. The Customer shall not transfer, assign, lease or otherwise dispose of its rights or obligations under this Agreement without the prior written consent of Liink.
  2. Liink may assign its rights and obligations under this Agreement (or any part of it) by notice in writing to the Customer and from the date specified in the notice future obligations of Liink shall cease and be taken on by the assignee.
  3. Liink may sub-contract any entity to perform any of its obligations under this Agreement.

Notices
  1. Notices may be given by Liink to the Customer by system status alerts, email, fax or mail. The Customer accepts that notices may include commercial electronic messages and that, should a Customer wish to opt out of receipt of such messages, Liink requires a request in writing. Due to its contractual requirements and arrangements with Authorities, Liink does not guarantee that such commercial electronic messages will cease.
  2. Liink uses electronic messaging to promote new services and other items considered important to Customers and the Customer agrees to receive these commercial electronic messages.

Complete Agreement
  1. This Agreement constitutes the complete understanding between the parties and no waiver or modification of this Agreement will be valid unless agreed in writing between the parties. To be clear, no other document alters this Agreement unless that is expressly stated and agreed to in writing by Liink and to the extent of any inconsistency, this Agreement will prevail.

Invalidity and waiver
  1. If any clause or subclause (or part of such) of this Agreement should be held to be invalid or unenforceable in any way, the remaining clauses and subclauses of this Agreement shall remain in full force and effect and such invalid, illegal or unenforceable clause or subclause (or part of such) shall be deemed not to be part of this Agreement.
  2. A failure to exercise or a delay in exercising any right, power or remedy under this Agreement will not amount to a waiver by Liink of its rights under this Agreement and at law.
  3. Non-insistence on strict compliance with any terms of this Agreement does not amount to a waiver or variation of this Agreement or prejudice the strict enforcement of its terms. A waiver must be in writing and must expressly state that it is a waiver of a right under this Agreement.

No representations
  1. The Customer acknowledges and agrees that, apart from any representations contained in this Agreement, it:
    1. did not rely on any representations made Liink prior to entering into this Agreement; or
    2. was not induced to enter into this Agreement by any representations made by Liink.
  2. Time is of the essence in this Agreement.

Governing Law
  1. This Agreement is governed by the laws of the State of NSW. Liink and the Customer submit to the now exclusive jurisdiction of the courts of the State of NSW and the Federal Court of Australia in respect of any proceedings in connection with this Agreement.

Confidential Information
  1. The Customer agrees to keep confidential the Confidential Information and not make public, disclose or use it for any purpose other than that for which it was obtained.
  2. The Customer must not use the Confidential Information outside of the Customer’s business environment.
  3. The Customer must comply with any specific directions from Liink or the relevant Information Provider with respect to such Confidential Information.