Terms and Conditions of Use
The following terms and conditions (Terms and Conditions) govern your access to and use of the Prism Depot Services (Services). Please scroll down and read all of the following Terms and Conditions carefully before continuing to use the Prism Depot Services.
These Terms and Conditions are a legally binding contract between you and Nuonic Pty Ltd. You must comply and guarantee that any authorised user complies (as though they were you) with these Terms and Conditions and any relevant laws.
In addition to these Terms and Conditions, our Privacy Statement applies to your use of our Services. These terms apply in addition to any additional terms that apply to other or additional Nuonic services you obtain.
If you do not agree to abide by these Terms and Conditions nor guarantee any of your authorised user’s compliance with these Terms and Conditions, do not use, or continue to use, the Services or any related services referenced herein.
Capitalised words used in these terms, unless otherwise defined in the document, have the meaning given to them in the definitions section in clause 16 below.
1) Licence to use Services
Subject to meeting the Eligibility Criteria, Prism Depot grants you a personal, revocable, non-transferable, non-exclusive, limited licence to use the Services.
2) Services Description
(a) To use the Services, You must be over 18 years of age and have completed the registration form to become a Prism Depot User, including accepting the terms and conditions (Eligibility Criteria).
(b) Prism Depot is designed to connect Prism Depot Users, who wish to obtain products or services, with Prism Depot Members who can offer such goods or services, and allows Prism Depot Users to earn Prism Credits when they purchase products or services from Prism Depot Members.
(c) Prism Depot may ask you questions about your product or service needs, and match your responses to those questions to information provided by Prism Depot Members about their products or services. Where your responses indicate that a particular Prism Depot Member’s product or service may more closely match your needs, Prism Depot may refer you to particular Prism Depot Members.
(d) Payment for the product or service is made by the Prism Depot User directly to the Prism Depot Member in all circumstances, and is not made in or via the Prism Depot.
(e) Prism Depot will display offers from Prism Depot Members and Prism Credits will be allocated to each offer. The Prism Credits will be credited to Prism Depot User’s Account after you have successfully paid for the product or service from the Prism Depot Member or otherwise in accordance with our agreement between the Prism Depot Member.
(f) You agree that the Prism Depot Member may share information about products or services you obtain as a result of a referral from Prism Depot for the purpose of us administering and managing the referral program, including allocating Prism Credits and any referral commissions or fees payable to us.
(g) Payment terms for services or goods you obtain from a Prism Depot Member will be in accordance with your agreement with the relevant Prism Depot Member for the particular product or service you acquire.
3) Offers from Prism Depot Members and their fulfilment
(a) You agree that accepting an offer from a Prism Depot Member is entirely at your discretion.
(b) Offers made by Prism Depot Members may be subject to terms set by the Prism Depot Member, and you acknowledge that Nuonic is not a party to these terms.
(c) You acknowledge that sole responsibility for the preparation and supply of goods or services, and the provision of any relevant after sales service or warranty for goods or services offered via the Prism Depot lies with the Prism Depot Member.
4) Third party links
You may be provided with internet links to third party websites as part of the Services, which link to third party websites. If you click on or otherwise connect to such third-party website, Prism Depot takes no responsibly for links to third party sites, which are outside the control of Prism Depot.
5) Fees paid to Prism Depot
(a) Prism Depot earns a fee or commission from Prism Depot Members when you purchase goods or services as a result of a referral from Prism Depot.
(b) The amount of this fee or commission varies between each Prism Depot Member or the relevant goods or services.
(c) Where required by Law we will disclose the relevant fee or commission we will receive in respect of a referral on the page related to a particular service or product to which you may be referred.
6) Limitation of Liability
You agree and acknowledge that:
(a) any information provided in the Service is factual information and not advice (whether general or personal).
(b) in some circumstances, Prism Depot may also be a distributor of Third Party Content (including Prism Depot Member content) and is not responsible for the accuracy or completeness of this Third Party Content unless it is Content is created and uploaded by Prism directly.
(c) Prism Depot is not the supplier of goods or services (other than the Services) listed on Prism Depot (other than any services provided by Nuonic) and is not liable for any claims in relation to those goods or services, including their quality, merchantability or fitness for any particular purpose;
(d) you have not relied on any representation, description, illustration or specification which is not expressly stated in this Agreement;
(e) Prism Depot has no control over the quality, safety or legality of any good or service sold or provided by a Prism Depot Member to any Prism Depot User; and
(f) Prism Depot is not a party to any dispute between you and a Prism Depot Member. If you have a dispute with a Prism Depot Member, you release Nuonic (and our officers, directors, agents, related companies, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with the dispute.
7) Prism Credits
(a) Any Prism Credits that may be attributed to any successful purchase of a product or service offered by a Prism Depot Member will be as displayed in Prism Depot from time to time, or you may obtain a balance of your Prism Credits by contacting Prism Depot at: firstname.lastname@example.org.
(b) You agree that the Prism Credits are not exchangeable for cash or any other form of currency or value, even if forfeited including on the basis of termination of this Agreement, and are only available to be used by you in relation to the purchase of Nuonic’s Prism services.
8) Privacy and Data
(a) Prism Depot will manage any Personally Identifiable Information made available to us through your use of the Services, in accordance with our Privacy Statement as updated from time to time and available on the Website.
(b) Prism Depot may, itself or through third party service providers, collect and use information that is provided through your use of the Services, including information you provide directly or through automated means, such as geolocation (if you choose to share it), time stamps, device identification, and other information, as outlined in our Privacy Statement available at our Website.
(c) To avoid doubt, the Privacy Statement explains how we will collect this information, and the way in which you can access and seek correction of your personal information, ask questions or raise issues or concerns. To obtain further information about this use of information or our Privacy Statement, you may contact us through the contact details below in these Terms and Conditions.
9) Warranties and Disclaimer
(a) Nuonic represents and warrants that it has all licences, rights and/or authority to provide the Services in accordance with these Terms and Conditions.
(b) You acknowledge that the Services is provided “as is”. Nuonic does not represent or warrant that: i. the Services or any services or outputs derived from the Services will be uninterrupted (as relevant); and ii. the Services or any information derived from the Services is fit for any particular purpose.
10) Intellectual Property
(a) You acknowledge that we or our licensors are the owners of all Intellectual Property Rights in the Site and in all Material published on the Site and as part of the Services, and we retain all rights, title and interest in the Site and Material (including Intellectual Property Rights contained therein) irrespective of any licence we may grant to you to access, and use, the Services and the Site.
(b) You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use or display the material on another website or create derivative works from any part of the Site, the Services or the Material or commercialise any information obtained from any part of the Site, the Services or Material without our prior written consent.
(c) You agree that you will not modify or copy the layout or appearance of the Site nor any computer software or code contained in the Site, and that you will not decompile, disassemble, reverse engineer or otherwise attempt to discover, interfere with or access any source code related to the Site.
(d) You further acknowledge that ownership of any Intellectual Property Rights created or coming into existence as a result of the provision of products or services by a Prism Depot Member will vest according to the separate agreement between you and the Prism Depot Member.
11) Limitation of Liability
(a) Nothing in this Agreement limits, excludes or modifies or purports to limit, exclude or modify any Non-Excludable Guarantees.
(b) To the maximum extent permitted by law, we exclude all: i. conditions, guarantees, terms or warranties expressed or implied by law; and ii. representations about us, the Services or Prism Depot Members.
(c) We shall not, under any circumstances whatsoever, be liable for any special, direct, indirect or consequential loss or damage (including, but not limited to, loss of income or revenue, loss or interruption of business, loss of profits, revenue or contracts, loss of anticipated savings, loss of data, loss of use, loss of privacy or loss of goodwill), arising out of, or in connection with, access and/or use of the Material, the Site, or any products or services purchased on, or via, the Site, the Services or this Agreement, even if: A. we knew that damage was possible; or B. the loss or damage was otherwise foreseeable.
(d) Without limiting the generality of the foregoing, you agree that in no event shall our maximum aggregate liability exceed: i. for breach of contract, tort, statute or otherwise - AUD 250; ii. for breach of a Non-Excludable Guarantee – suppling the Services again; and you acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.
(e) To the extent that we are liable to you under this Agreement in respect of any liability, loss, damage, cost or expense, howsoever sustained, our liability shall be reduced proportionally to the extent that such liability, loss, damage, cost or expenses was contributed to by you or your authorised users, or a Prism Depot Member, including their officers, employees, agents and subcontractors.
(f) You acknowledge that we provide a service for connecting consumers and vendors of goods and services, and are in no way involved in purchases or payments in relation to products or services. To the fullest extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you or any authorised user in relation to the products or services sold on, or via, the Site or the Service (including any dispute or complaint regarding refunds, payment, goods or services), other than Nuonic Services for which we will be liable only in accordance with the relevant terms for that Nuonic Service.
(g) To the maximum extent permitted by law, all typographical, clerical or other errors or omissions in sales literature, quotations, price lists, acceptances or offers, invoices or other documents or information issued by us will be subject to correction without any liability on our part.
(h) To the fullest extent permitted by law, Nuonic excludes all liability in respect of Services outages or defects, loss of data, interruption of business or any consequential or incidental damages suffered by you.
(a) Nuonic reserves the right to terminate these Terms and Conditions or your access to the Services at any time and for any reason. If Nuonic terminates these Terms and Conditions or your access to the Services for any reason, then, without prejudice to any other rights or remedies available, your right to use the Services immediately ceases and the rights and license granted under these Terms and Conditions terminate. You cannot reactivate any terminated Services.
(b) As set out above, Nuonic has the general right to offer, modify, eliminate, and/or terminate the Services, or any portion thereof, at any time, without notice or liability to you. If we discontinue the use of Services, we will use best effort provide at least 30 days advance notice to you by posting a notice through the Site or through other communications.
(c) You may terminate your use of the Services at any time by closing your account and ceasing to use the Services or access the Site.
Nuonic may amend these Terms and Conditions from time to time by posting a revised version of such Terms and Conditions on the Site. The revised Terms and Conditions will be effective on the day we post the updated version. Please periodically check the Site to determine if any amendments have been made.
14) Governing Law
Your use of the Services and any dispute arising out of such use of the website is subject to the laws of, and jurisdiction of the courts in, New South Wales, Australia.
If you have any questions or issues, you may contact Nuonic about the Services through the following email address: email@example.com. A notice is deemed to be given and received on the next business day after the day of sending the notice.
In these Terms and Conditions:
Agreement means these Terms and Conditions.
CCA means the Competition and Consumer Act 2010 (Cth).
Confidential Information means all information, regardless of its form, provided by or on behalf of a party to the other party that is by its nature confidential or is designated by the party disclosing information as confidential.
Content means any information, text, files, graphics, photos or other materials uploaded, downloaded, posted, provided to, or appearing in the Prism Depot Site or App.
Data means any data which has been provided to Nuonic by upload to or through the Services for the purpose of Nuonic providing analysis services including the Services.
Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secrets, trade, business, domain or company names, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.
Material means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Site, or otherwise displayed, uploaded or published on, or via, the Site.
Non-Excludable Guarantees means any statutory rights or guarantees provided under the CCA or any other rights in relation to the supply of goods and/or services (such as terms implied into a contract by the Australian Securities and Investments Commission Act 2001 (Cth) or any equivalent State or Territory legislation) that cannot lawfully be excluded.
Nuonic means Nuonic Pty Ltd (ABN 76 613 269 364).
Personally Identifiable Information means any information or opinion about an identified individual or an individual who can be reasonably identified from their information.
Privacy Statement means the Privacy Statement issued by Nuonic made available on the Site.
Prism Credit means a promotional credit to utilise the Prism services as may be provided by Nuonic in its sole discretion.
Prism Depot means Nuonic.
Prism Depot Member means a person (whether an individual or a body corporate) that has agreed to promote its goods or services via Prism Depot.
Prism Depot User means a person who has completed the sign up form for the Prism Depot Services available on the Site and accepted these Terms and Conditions.
Services means an online marketplace known as Prism Depot where you can view offers from Prism Depot Members.
Site means the Prism Depot website available at: https://www.orderview.co.
You means the person accessing the Services and your is interpreted accordingly.
We, us, our means Nuonic.