Terms & Conditions
Blink SaaS Subscription Agreement
Definitions and interpretation
Additional Services means any services provided to you in addition to your access to and use of Blink, including any consulting services or training.
Administrator means a natural person who is authorised by you to access and use Blink under your customer account and who is nominated by you as an Administrator during your registration for a Subscription with Blink or otherwise during your Subscription with Blink. You may nominate more than one Administrator.
Authorised User means a natural person invited by ane a Administrator to access and use Blink under your customer account.
Confidential Information of a party is information of a party or its customers which the party identifies as confidential or which would reasonably be regarded as confidential and includes without limitation information relating to the party’s Intellectual Property Rights, organisational structure, financial position, personnel, policies and business strategies.
Corporations Act means the Corporations Act 2001 (Cth).
Blink means the Blink platform accessible through this website, being a service that enables interactions between Shippers and Carriers for the booking and provision of transport and delivery services in a simple, fast and secure manner.
Carrier means a Customer who registers to use Blink as a carrier during the registration process and accepts and completes Jobs posted onto Blink by a Shipper.
Customer means the party whose details have been entered as the customer during the registration process for Blink and any parent company of that party and each subsidiary of that party (being an entity in which the party holds at least 50% of the ordinary shares or common stock) as may be notified by the party to us, and only for so long as the parent company or subsidiary remains a parent company or subsidiary of the party.
Data means the data which is input into Blink through your account when using Blink.
Force Majeure means any event or circumstance beyond the reasonable control of a party.
GST has the meaning given to that term in the GST Act.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Indirect Loss means any one or more of the following:
- economic loss, loss of actual or anticipated profits, loss of revenue, loss of savings, loss of production, loss of business, loss of opportunity, loss of access to markets, loss of goodwill, loss of reputation, loss of credit, loss of publicity, loss of data, loss of use, loss of interest or loss arising from business interruption; and
- any special, indirect, consequential, incidental, punitive, exemplary or unforeseeable loss or any similar loss.
Initial Term has the meaning given to that term in clause 12.1.
Intellectual Property Rights means all present and future intellectual, industrial or proprietary rights conferred by statute, at common law or in equity anywhere in the world, whether issued or pending, registered or unregistered, including all forms of copyright, patents, trade marks, designs, trade secrets, know-how, confidential information and circuit layouts.
Job means the transportation of a vehicle or vehicles by a Carrier from one location to another, organized through Blink.
Personal Information has the meaning given to that term in the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth).
Shipper means a Customer who registers to use Blink as a shipper during the registration process and engages its Carriers to complete Jobs.
Stay means a stay on enforcing rights against a party which arises under the Corporations Act if:
- an administrator or a receiver, receiver and manager, judicial manager, liquidator, administrator, controller or like official is appointed to the party or to the whole or a substantial part of the undertaking or property of the party, including any of its assets; or
- it enters into, or takes steps or proposes to enter into, an arrangement, compromise or composition with its creditors or a class of them, or an assignment for the benefit of its creditors or a class of them.
Subscriptions has the meaning given to that term in clause 6.1.
Subscription Fees means the service fee payable by you for the Subscription you choose..
(a) words denoting any gender include all genders;
(b) headings are for convenience only and do not affect interpretation;
(c) the singular includes the plural and vice versa;
(e) a reference to a party includes its legal personal representatives, successors and permitted assigns;
(f) a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
(g) a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(h) unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’ or similar inclusive expressions; and
2.2. You must not use Blink if you are not of a legal age or capacity to form a binding contract with us.
Right to use Blink
4.1. We will provide Administrators with a username and password, which will enable each Administrator to access and use Blink on your behalf. Each Administrator must select his or her own password at the time of first use of Blink. You can add, remove or replace your Administrators through your account with Blink.
4.2. Blink allows the Administrators to invite another person to access and use Blink under your customer account. The Administrators inviting another person to use your customer account will constitute authorisation of that other person by you to use your account. A username, linked to the username allocated to the Administrators and your account, will be created for each new or additional Authorised User. Each Authorised User must select his or her own password at the time of first use of Blink.
4.3. You must:
(a) ensure that each Administrator and Authorised User keeps his or her username and password confidential and does not disclose it to any other person (and in order to improve the security of the your account, amends his or her password from time to time);
(b) ensure that you can identify and manage each Authorised User entrusted with a username and password combination for your customer account;
(c) refrain from authorising anyone to use your customer account who is not either employed by you or under contract with you to perform functions similar to those commonly performed by employees;
(d) notify us of the names of each Authorised User if requested by us; and
(e) immediately notify us of any unauthorised use of your password or account or any other breach of security.
4.4. You are responsible for all activities that occur under your account, including all fees and charges in connection with that use.
Your use of Blink
5.1. You must ensure that your access and use of Blink is not illegal or prohibited by laws that apply to you.
5.2. You must not, nor cause or permit a third party to:
(a) use Blink in a manner or for a purpose which is improper, immoral or fraudulent, which infringes any person’s Intellectual Property Rights, or which restricts or interferes with our provision of Blink to any other Customers or users;
(b) reverse engineer, reverse assemble or reverse compile or copy or duplicate or modify or make derivative works of or re-sell all or part of Blink (or any of our Intellectual Property Rights in Blink)
(c) enter into any transaction relating to:
(i) access or use of Blink;
(ii) any part of your customer account information or access credentials; or
(iii) any of our Intellectual Property Rights in Blink,
with anyone other than us, without our written consent;
(d) gain or attempt to gain unauthorised access to Blink, computer systems or networks connected to Blink, including through hacking, password mining or any other means; or
(e) harass, impersonate, stalk or threaten another Shipper or Carrier (Where interaction with other Customers is made available to you through Blink);
6.1. There are different subscription plans for Blink, with different inclusions and pricing, details of which are available at www.gotoblink.com/pricing/ (Subscriptions).
6.2. If you require any further customisation of Blink for your specific needs, you may request us to provide Additional Services in accordance with clause 11.
Shippers and Carriers
7.1. You can choose to subscribe to Blink as a Shipper or a Carrier.
7.2. If you are a Shipper, you can liaise with your Carriers through Blink, to complete Jobs.
7.3. If you are a Carrier, you can liaise with your Shippers to accept and complete Jobs.
7.4. Once a Carrier accepts a Job, a separate contract is formed between the Shipper and the Carrier for the completion of that Job. Blink is not a party to that contract.
7.5. If you are a Shipper, you acknowledge that:
(a) we are in no way affiliated with any Carrier;
(b) we are not responsible for the performance of any Job, including any:
(i) delays in carrier services;
(ii) damage to vehicles or other property; or
(iii) personal injury or death,
caused by a Carrier when performing a Job; and
(c) you release and indemnify us (as well as our affiliates, supplier, directors, officers, employees and agents) from any and all claims, liabilities, costs and expenses (including legal fees) arising in any way from these matters, except and to the extent where we are at fault
7.6. If you are a Carrier, you acknowledge that:
(a) we are in no way affiliated with any Shipper;
(b) we are not responsible for any delays in payment from a Shipper; and
(c) you release and indemnify us (as well as our affiliates, supplier, directors, officers, employees and agents) from any and all claims, liabilities, costs and expenses (including legal fees) arising in any way from these matters, except and to the extent where we are at fault.
8.2. You warrant that:
(a) you have obtained all consents necessary to collect, store, disclose, use and transfer the Data, including any Personal Information included in the Data;
(b) the Data will not violate or infringe the rights (including Intellectual Property Rights) of any other person;
(c) the Data will not contain a virus or other harmful component; and
(d) the Data will comply with any guidelines we notify to you from time to time on this website.
8.3. You are responsible for and must adopt reasonable measures to limit your exposure to the potential loss and damage of the Data, including secure storage of the source material. We expressly exclude liability for any loss of Data no matter how caused.
8.4. You acknowledge that we may not be able to provide Blink if the Data is not of a quality or condition suitable for processing based on our applicable standards, specifications and procedures or is otherwise not in the format we require.
8.5. You acknowledge that we may use the Data and information derived from the Data to produce and exploit for our own benefit a compilation of aggregated data and information, provided that the Personal Information disclosed by you to us cannot be ascertained from the aggregated data and information.
9.1. You must take your own precautions to ensure that the process which you use for accessing Blink does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.
9.2. We do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of Blink or any linked website or service.
10.1. While we intend to use reasonable endeavours to make Blink available for your use on a 24 hour a day, seven days a week basis, Customer expressly acknowledges and agrees that service continuity is not assured and that Blink is provided on an ‘as is’ basis. In particular, you agree that on occasions Blink may be unavailable or have limited availability including:
(a) to permit routine or emergency maintenance to take place;
(b) to permit upgrades or other development activity to take place;
(c) due to technical malfunctions of Customer’s software, equipment or infrastructure (e.g. telecommunications connectivity, network congestion or delays);
(d) due to a Force Majeure event; or
(e) due to clause 10.3 applying.
10.2. In the case of technical problems which adversely affect your use of Blink, you must make all reasonable efforts to investigate and diagnose problems before contacting us. If you still need technical help, you must notify us promptly via email to email@example.com.
10.3. We may temporarily limit or suspend the availability of all or part of Blink if it is necessary for reasons of public safety, security or maintenance of Blink, interoperability of services, data protection or to perform work that is necessary for operational or technical reasons.
11.1. You may ask us to provide Additional Services to you. If we agree to provide Additional Services to you, we may charge you for providing the Additional Services at our prevailing rates for those services as notified by us to you.
12.2. If you want to end your subscription to Blink at the end of the Initial Term, you may do so by giving us notice at least 30 days before the end of the Initial Term.
Fees and payment
13.1. You agree to pay us the Subscription Fees for the Subscription you choose, as set out at www.gotoblink.com/pricing/.
13.2. Payment will be made by direct debit from your bank account or by charging your credit card each month, on or around the same day as the day you register to use Blink and using the bank account or credit card details you provide when you register.
13.3. We may change the Subscription Fees by giving you 30 days’ notice of the change.
Failure to pay
(a) all money owing to us by you becomes immediately payable;
(b) we may suspend access to Blink and may charge a reactivation fee for the suspended Service; and
(a) 1 business day after the due date; and
(b) 7 days after the due date,
before enforcing our rights under clause 14.1.
GST and taxes
(a) a corresponding adjustment must be made;
(b) adjustment notes must be issued; and
(c) any payment must be made,
between the parties as may be necessary to give effect to the adjustment.
Intellectual Property Rights
16.1. Except for the limited licence to access and use Blink under clause 3, all ideas, concepts, know-how, data processing techniques, data compilations, software, documentation, trade marks, trade secrets, copyright and inventions and other Intellectual Property Rights comprised in or in connection with the Blink (including its underlying technology, software, programs, as well as all its respective modifications, developments, updates and enhancements) are owned by us or our licensors. You agree that no transfer of our (or our licensors’) Intellectual Property Rights occurs at any time by access and use by you (or your users’) use of Blink.
16.3. You agree to notify us promptly of any infringement, or suspected or threatened infringement, of the Intellectual Property Rights in Blink and reasonably co-operate with us in relation to such infringement.
17.1. Each party must not without the written consent of the other:
17.2. Clause 17.1 does not apply where:
(a) disclosure is required by law or required to respond to requests by a regulatory or judicial body;
(b) the Confidential Information is in the public domain through no fault or action of the recipient, its employees or subcontractors; and
(c) the Confidential Information was received by the recipient on a non-confidential basis from a third party who is not prohibited from disclosing it.
18.1. Each party must comply with the Privacy Act and any other applicable laws and codes dealing with privacy
18.2. Each party warrants to the other that:
(b) the individual to whom the information relates has been made aware of the recipient’s identity, of how to contact the recipient, and of the other matters of which the recipient is required to inform a person about whom it collects information under the Privacy Act; and
19.2. The indemnity in this clause:
(a) is a continuing obligation, separate and independent from the other obligations of the parties;
(c) includes legal costs and disbursements on a full indemnity basis.
19.3. It is not necessary for us to incur expense or to make any payment before enforcing the right of indemnity conferred by this clause.
19.4. You must pay on demand any amount you must pay under the indemnity in this clause.
20.1. You acknowledge that making Blink available for access is dependent on a number of factors outside our control, including for example, the telecommunication connections and infrastructure.
21.1. Each party represents and warrants to the other that:
22.1. You are responsible for authorising any person who is given access to Blink using your customer account and to the Data. You agree that we have no obligation to provide any person access to Blink through your customer account or to the Data without your authorisation.
22.2. We make no representation or warranty:
(a) that your use of Blink will be error-free, uninterrupted or compatible with the with your equipment, devices and software configurations;
(b) that Blink will be fit for your purposes; or
(c) that your use of Blink will improve the financial performance or profitability of your business or any other party.
22.3. You agree that:
(a) the provision of, access to, and use of, Blink is on an “as is” basis and at your own risk;
(b) among other things, the operation and availability of the systems used for accessing Blink, including telecommunication services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to Blink. We are not in any way responsible for any interference or prevention of your access or use of Blink caused by these types of things;
(c) it is your sole responsibility to determine that Blink meets the needs of your business and is suitable for the purposes for which it is used; and
(d) you remain solely responsible for complying with all applicable accounting, tax and other laws in connection with your access and use of Blink.
Limitation of liability
(a) this website or Blink will always be available, accessible, secure or operate without error;
(b) Blink will be fit for your purposes; or
(c) use of Blink will improve your, or any other person’s, financial performance or profitability.
(a) in the case of goods, the repair or replacement of the goods or the supply of equivalent goods (or the payment of the cost of doing so); and
(b) in the case of services, the supplying of the services again (or the payment of the cost of doing so).
23.4. Subject to our obligations under the Non-Excludable Provisions:
(b) we are not liable to you or any third party for any Indirect Loss arising in connection with any use or access, or any inability to use or access, or misuse by you or any other party, of this website or Blink or otherwise in connection with any Content, whether arising in or for breach of contract, negligence or other tort, breach of statutory duty, breach of warranty or guarantee, under an indemnity or otherwise and whether or not that loss was foreseeable, even if we have been advised of the possibility of such loss.
23.5. The liability of a party for loss or damage sustained by the other party will be reduced proportionately to the extent that:
(b) the negligence of the other party has contributed to such loss or damage, regardless of whether a claim is made by the other party.
24.1. We may without notice suspend your access to Blink if:
(b) we reasonably believe that your access and use of Blink will cause technical incapacity to Blink which will continue unless access or use is suspended.
24.2. We will act promptly to restore access when it is satisfied that the reason for suspension has been removed.
(a) by giving the other party 30 days written notice of termination; or
(b) immediately upon giving written notice to the other party, if the other party becomes or threatens to become subject to any form of insolvency administration and that insolvency administration:
(i) does not give rise to a Stay; or
(ii) gives rise to a Stay, but a court makes an order to lift that Stay.
Effects of termination
(a) Subject to clause 26.3, immediately cease accessing and using Blink; and
(b) immediately pay any and all outstanding invoices or any charges or fees incurred as a result of your access and use of Blink before the date of termination.
Blink Systems Pty Ltd
Level 10, 162 Goulburn Street, Surry Hills, NSW 2010
27.2. A notice is taken to be duly given and received:
(a) if delivered by hand, when delivered; or
(b) if delivered by email, when the recipient party confirms, by non-automated email, receipt of the notice.
28.4. You agree:
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All-in-one transport management system
BLINK SYSTEMS PTY LTD
Level 10/162 Goulburn Street, Surry Hills, NSW, Australia.
ABN: 21 002 480 873