1.1. Volaby Australia Pty Ltd owns, operates and provides Volaby. Volaby Australia Pty Ltd also owns all domain names and web pages arising out of Volaby.
1.2. These T&Cs are important and govern your use of Volaby and the provision of any Services to you. Please read them carefully. By accessing and using Volaby and procuring the Services you warrant that you have read, accept and agree to the T&Cs.
1.3. In these T&Cs, you or your means person or entity registered who is a User, and where relevant any of your Personnel and Authorised Representatives.
1.4. You and any Authorised Representative must be at least 18 years of age to use Volaby. You and any Authorised Representative must not access or use Volaby if you are under the age of 18.
1.5. All Authorised Representatives who use Volaby warrant that they are an authorised representative of a User, and have the requisite authority to act for and on behalf of the User in relation to all matters in connection with Volaby and the T&Cs.
1.6. If you agree to the T&Cs, Volaby Australia Pty Ltd grants you a revocable, non-exclusive, non-assignable and non-transferable licence to use Volaby under the T&Cs for the Term.
1.7. Except as provided in the T&Cs, these T&Cs do not relate to your use of any product, service, process or technology described on Volaby and you are referred to the individual product warranty relevant to that particular product, service, process or technology.
2.1. In these T&Cs, the following words and expressions have these meanings unless the context otherwise requires:
3.1. In these T&Cs, unless the context otherwise requires:
4.1. Volaby Australia Pty Ltd has developed Volaby and content to provide a volunteer management system and services to you.
4.2. You may request Volaby Australia Pty Ltd to provide services, and Volaby Australia Pty Ltd may provide you with a Service Order Form.
4.3. You make an offer to procure the Services from Volaby Australia Pty Ltd, subject to these T&Cs, by selecting a Plan and completing the subscription process on Volaby, or by otherwise accepting a Service Order Form issued to you by Volaby Australia Pty Ltd.
4.4. Volaby Australia Pty Ltd may, at its absolute discretion, accept that offer by providing you with access to Volaby and generating or issuing the Service Order Form.
4.5. You agree that your offer under clause 4.3 and Volaby Australia Pty Ltd's acceptance under clause 4.4 create a legally binding agreement for the provision of the Services in accordance with these T&Cs and the Service Order Form. No signature is required.
4.6. Where an inconsistency exists between these T&Cs and a matter contained in the Service Order Form with You, the following order of precedence will apply:
4.7. Volaby Australia Pty Ltd will provide the Services and access to Volaby for the Term.
4.8. Upon expiry of the Terms, if requested by you at least 60 days prior to the expiry of the Term, Volaby Australia Pty Ltd may, at its absolute discretion, continue to provide you with the Services and access to Volaby on a month to month basis and otherwise on the same terms and conditions, in which case either party can terminate on one (1) month's written notice to the other.
4.9. Volaby Australia Pty Ltd will provide Documentation as set out in the Service Order Form and to the extent otherwise required under these T&Cs, in the form which Volaby Australia Pty Ltd generally makes available to its customers.
4.10. Volaby Australia Pty Ltd will
4.11. Volaby Australia Pty Ltd tries to make Volaby available at all times but does not guarantee that access to Volaby will be continuous or fault-free. However, Volaby may be unavailable from time to time, including occasional disruptions and outages.
4.12. Volaby may also become unavailable if Volaby Australia Pty Ltd needs to maintain or upgrade Volaby. Volaby will use reasonable endeavours to notify you in advance of the timing for the updates.
4.13. Volaby Australia Pty Ltd is not liable for any disruption, Claims or Losses that you may suffer in connection with any unavailability of Volaby.
4.14. Volaby Australia Pty Ltd will maintain a support desk to be provided by its third party provider, Intercom Support, that is available to you during any support hours specified in the Service Order Form to enable you to report Service Interruptions and Defects to Volaby Australia and seek answers to technical questions relating to Volaby.
4.15. Volaby Australia Pty Ltd will use reasonable endeavours to respond to all questions and requests made to the support desk and resolve all technical questions relating to Volaby as soon as reasonably practicable.
4.16. Volaby Australia Pty Ltd will use reasonable endeavours to monitor Volaby 24 hours a day, 7 days a week for Service Interruptions and Defects.
4.17. Any Service Interruption or Defects will be reported to you as soon as reasonably practicable and Volaby Australia Pty Ltd will use reasonable endeavours to respond to, restore and resolve the Service Interruption or Defects as soon as reasonably practicable
5.1. In order to obtain the Services and use and access Volaby, you must register for an Account.
5.2. A User may only operate one Account.
5.3. Volaby Australia Pty Ltd may also change registration requirements from time to time.
5.4. In registering for an Account, you may be required to verify your identity by supplying forms of identification and any other information reasonably required. This may include but is not limited to your current mobile telephone number, your email address, your surname and your date of birth, account and credit card information and verification of identity information.
5.5. You must provide Credentials when you register for an Account.
5.6. You are responsible for correctly registering for an Account and for the accuracy of any information that you enter into Volaby.
5.7. You must not provide any false, inaccurate, irrelevant, or misleading information when you register for an Account.
5.8. Should any of your information change, you must immediately update your information by signing into your Account and making the necessary updates and or changes.
5.9. Volaby Australia Pty Ltd may cancel your Account if Volaby Australia Pty Ltd reasonably considers that you have provided false, inaccurate, irrelevant or misleading information.
5.10. To protect your Personal Information and Sensitive Information, Volaby Australia Pty Ltd may restrict access to your Account until your identity can be verified.
5.11. You are entirely and solely responsible for the security of and maintaining the confidentiality of your Credentials and for all activities that occur under your Account.
5.12. You must notify Volaby Australia Pty Ltd immediately of any unauthorised use of your Account, your Credentials, or any other breach of security.
5.13. You are responsible and liable for any person, including an Authorised Representative that uses your Account.
5.14. Volaby Australia Pty Ltd is not liable for any Claims or Losses that you may incur in relation to someone else using your Account or Credentials.
5.15. Volaby Australia Pty Ltd may take any action it considers necessary to ensure the safety of your Account, your Credentials and Volaby. This action may include without limitation cancelling your Account, changing your Credentials or requesting additional information to authorise activities relating to your Account or your Credentials.
6.1. The maximum number of Authorised Representatives who may use and access Volaby is as specified in the Service Order Form.
6.2. You may substitute, decrease or increase the number of Authorised Representatives (subject to the maximum number specified in the Service Order Form) at any time by making a request to Volaby Australia Pty Ltd in the form and format notified to you by Volaby Australia Pty Ltd from time to time.
6.3. You may make a request to Volaby Australia Pty Ltd to increases the maximum number of Authorised Representatives which Volaby may agree to at its absolute discretion. If Volaby Australia Pty Ltd to increases the maximum number of Authorised Representatives, an additional fee pay be payable and the Service Order Form will be varied accordingly.
6.4. You acknowledge that you are responsible for its and any Authorised Representatives' use of Volaby Platform and for all of its communication and activity on Volaby Platform. If Volaby Australia Pty Ltd determines that Authorised Representative has engaged in prohibited activities or has otherwise violated these T&Cs, Volaby Australia Pty Ltd may deny the Authorised Representative access to Volaby Platform on a temporary or permanent basis.
7.1. The Services are provided on the plan specified in the Service Order Form (Plan). You must pay the Fees for your Plan in the amounts and at the frequency specified in the Service Order Form.
7.2. Unless the Service Order Form specifies otherwise, the Fees are billed monthly in advance and your subscription renews automatically for successive monthly periods until cancelled in accordance with clause 18. Where the Service Order Form specifies an annual Plan, the Fees are billed annually in advance and the subscription renews for successive annual periods.
7.3. Where the Service Order Form specifies an introductory or discounted rate for an initial period, the Fees revert to the standard rate for your Plan at the end of that period. Volaby Australia Pty Ltd will notify you of the standard rate at least 30 days before it takes effect.
7.4. The Fees for your Plan are based on the number of Active Volunteers in your Account. An Active Volunteer is a volunteer record in your Account. Volaby Australia Pty Ltd will assess that number on an ongoing basis and at the end of each billing period.
7.5. Volaby Australia Pty Ltd may change the Fees for a Plan by giving you at least 30 days' written notice for monthly Plans, or at least 60 days' written notice for annual Plans. A change takes effect at the start of the next billing period beginning after the notice period ends. If you do not accept the change you may cancel in accordance with clause 18 before it takes effect, and the existing Fees continue to apply until cancellation takes effect. This clause does not apply to adjustments under clause 7.3 or 7.4.
7.6. Cancellation takes effect at the end of the billing period in which notice of cancellation is given. You remain liable for the Fees for that billing period and are not entitled to a refund of Fees paid for any part of a billing period, except as provided in these T&Cs or required by law.
7.7. You must pay interest on any amounts remaining unpaid after the date for payment, calculated (on a daily basis) at an annual rate equivalent to the official cash rate set by the Reserve Bank of Australia plus 2%. You agree that the interest payable under this clause is a genuine pre-estimate of the loss suffered by Volaby Australia Pty Ltd due to your failure to make payment on time.
7.8. If any Fees remain unpaid 14 days after the date for payment, Volaby Australia Pty Ltd may suspend your access to Volaby and the Services after giving you at least 7 days' written notice. Suspension does not relieve you of your obligation to pay accrued Fees.
7.9. All consideration to be paid or provided under the T&Cs is expressed exclusive of GST unless otherwise stated. If GST applies to a supply made under the T&Cs and the consideration is expressed exclusive of GST, the recipient must pay to the supplier an additional amount equal to the GST payable on the supply ("GST Amount"). The GST Amount is payable at the same time that the first part of the consideration for the supply is to be provided.
7.10. Volaby Australia Pty Ltd uses a Payment Processor and may require you to add your credit or debit card information to your Account. By submitting your payment information, you give Volaby Australia Pty Ltd the right to share your payment information with the Payment Processor to process payments. Your use of the Payment Processor's services is subject to the Payment Processor's own terms and conditions. Volaby Australia Pty Ltd is not responsible for the acts or omissions of the Payment Processor, including any errors made by the Payment Processor.
8.1. The Privacy Policy is incorporated into and forms part of these T&Cs. Volaby Australia Pty Ltd manages and deals with your Personal Information in accordance with the Privacy Policy as amended from time to time.
9.1. You and Volaby Australia Pty Ltd each cannot use Confidential Information of the other party unless it is necessary to exercise its rights or perform its obligations under these T&Cs.
9.2. Each party must not disclose Confidential Information of the other party in any circumstance without prior consent from the owner of the Confidential Information unless:
9.3. If a party intends on making a disclosure under clause 9.2(b), that party must:
9.4. Volaby Australia Pty Ltd may disclose any Confidential Information to an Authorised Representative or your Personnel if it is required to do so to comply with its obligations under these T&Cs.
9.5. On termination or expiry of these T&Cs, unless otherwise specified, a party must if requested in writing by the other party erase or destroy all documents, materials or intangible records containing, recording or referring in any way to the Confidential Information of the requesting party which are in the possession, power or control of the party or of any person whom the party has given access.
10.1. You must comply with any reasonable direction given by Volaby Australia Pty Ltd in relation to any public announcement made by you about:
10.2. This clause 10 applies only to public announcements made by you. It does not give Volaby Australia Pty Ltd any right to make public announcements about you.
11.1. Volaby Australia Pty Ltd is the owner of all right, title and interest (including present and future copyright) in Volaby.
11.2. All Material, other than Customer Material, including the Services are owned exclusively by Volaby Australia Pty Ltd, its related bodies corporate or others who have licensed their material to Volaby Australia Pty Ltd (unless expressly indicated otherwise). Volaby Australia Pty Ltd grants you a non-exclusive, royalty-free, non-transferable personal licence to use the Material during the Term for the Permitted Purposes in accordance with the T&Cs.
11.3. For the avoidance of any doubt, all product and service names, design marks and slogans are the trade marks or service marks of Volaby Australia Pty Ltd.
11.4. Nothing in these T&Cs or Volaby will be construed as granting to you ownership of the Material (excluding Customer Material) or any proprietary right to the copyright, trade marks, patents or other Intellectual Property Rights of Volaby Australia Pty Ltd or any third party.
11.5. You may not sell, modify, copy, distribute, transmit, display, perform, reproduce, republish, licence, frame, upload, transmit, post, communicate or use the Materials except:
11.6. You may not use any trade mark or service mark appearing on this Volaby without the prior written consent of Volaby Australia Pty Ltd or the owner of the trade mark.
11.7. You must not use any spider or similar automated software or device to use or access Volaby or the Materials in any way.
11.8. You grant Volaby Australia Pty Ltd an unrestricted, worldwide, royalty-free licence for the Term to use, reproduce, modify and adapt any content and information posted on Volaby for the purpose of publishing material on Volaby and as otherwise may be required to provide Volaby Australia Pty Ltd in the provision of the Services.
11.9. Volaby Australia Pty Ltd acknowledges that all Customer Material remains your property.
11.10. Nothing in these T&Cs assigns any Intellectual Property Rights in Customer Material to Volaby Australia Pty Ltd.
11.11. You grant Volaby Australia Pty Ltd a worldwide, non-exclusive, royalty-free, transferable, licence for the Term (with the right to assign and sublicense to its related bodies corporate (as defined in the Corporations Act 2001 (Cth)), third party contractors and other service providers) to:
11.12. Volaby Australia Pty Ltd will own and retain all Developed Material immediately on and from its creation. The Developed Material will be treated as Material but will not apply to the extent that:
in which case you and Volaby Australia Pty Ltd agree that the Developed Material will vest in you immediately on and from its creation. The Developed Material will be treated as Customer Material.
11.13. Where Volaby Australia Pty Ltd owns any Developed Material, you unconditionally assign, and must procure that all you unconditionally assign, to Volaby Australia Pty Ltd:
11.14. Where any Developed Material vests in you, Volaby Australia Pty Ltd unconditionally assigns to you:
11.15. You must not do anything that is, or is likely to be, an infringement of, or otherwise inconsistent with, any Moral Rights in connection with any Developed Material.
11.16. You or Volaby Australia Pty Ltd must, if required by the other party, do all further things and execute all further documents necessary to assign all rights and all Intellectual Property Rights as necessary to give effect to this clause 11.
12.1. You may only use Volaby for lawful purposes, in a responsible and co-operative manner, and in accordance with these T&Cs.
12.2. You must not provide access to Volaby to any person who is not an Authorised Representative.
12.3. It is your responsibility to ensure that your use and the use of any Authorised Representatives of Volaby complies with the T&Cs and to seek prior written permission from Volaby Australia Pty Ltd for any uses not expressly permitted.
12.4. Volaby Australia Pty Ltd prohibits the use of Volaby, for any of the following:
12.5. You agree to at all times:
12.6. If you contravene the T&Cs or if you fail to pay the Fees, Volaby Australia Pty Ltd may revoke your licence, stop providing Volaby to you and immediately close your Account.
12.7. You agree that you contravene the T&Cs and are liable to Volaby Australia Pty Ltd if you permit another person to access your Account and that person contravenes the T&Cs.
13.1. Each party must comply with the Privacy Act, the Australian Privacy Principles and all other applicable privacy and data protection laws (Privacy Laws) in connection with these T&Cs.
13.2. Volaby may contain Links. These Links are provided for convenience only. If you use a Link to access a third party website, you do so entirely at your own risk. Volaby Australia Pty Ltd's inclusion of Links or other connections to third party websites does not imply that the link is safe or any endorsement of the material on them or any association with their owners or operators. Websites accessed via Links may contain advertisements by other people. These advertisements are not recommendations or endorsements by Volaby Australia Pty Ltd and Volaby Australia Pty Ltd is not responsible for the products and/or services being advertised.
13.3. Volaby cannot guarantee the security of data while in transit over the internet or any public network, or to the security of any device, network or system not controlled by Volaby Australia Pty Ltd. Volaby Australia Pty Ltd cannot guarantee that any data transmission is secure.
13.4. You must ensure that all Personal Information provided to Volaby Australia Pty Ltd has been collected lawfully and in accordance with Privacy Laws, and that you have given all notices and obtained all consents necessary for Volaby Australia Pty Ltd to handle that Personal Information as contemplated by these T&Cs.
14.1. The Material is factual information only, is not comprehensive and is for general information purposes only.
14.2. The Material is not advice and you may not rely on it as such.
14.3. Volaby Australia Pty Ltd uses reasonable endeavours to ensure the accuracy of the Material and Volaby and is not liable for any Loss arising from reliance on Material published on Volaby.
14.4. You acknowledge and agree that you have the opportunity to obtain independent legal and financial advice that takes into account your personal objectives, financial situation and needs.
15.1. Volaby Australia Pty Ltd represents and warrants that:
Subject to clauses 15 and 16.1, and to the maximum extent permitted by law, Volaby and its officers, employees, agents and contractors (Volaby Australia Pty Ltd Group) exclude all warranties, conditions, guarantees and representations in relation to Volaby, the Services and the Materials other than those expressly set out in these T&Cs.
Subject to clauses 15 and 16.1, and to the maximum extent permitted by law, Volaby makes no representation or warranty:
To the maximum extent permitted by law, Volaby Australia Pty Ltd Group is not liable for any Claim or Loss to the extent it is caused by or arises from:
Subject to clause 16.1, and to the maximum extent permitted by law, Volaby Australia Pty Ltd Group is not liable for any indirect, special or consequential loss or damage, including loss of business, loss of profits, loss of revenue, loss of anticipated savings, loss of opportunity, or loss of or corruption of data (other than the cost of restoring data from your most recent backup), however arising.
Subject to clause 16.1 and notwithstanding any other provision, the total aggregate liability of Volaby Australia Pty Ltd Group for all Claims and Losses arising under or in connection with these T&Cs is limited to the total Fees paid during the 12 months preceding the event giving rise to the claim, except in respect of fraud or wilful misconduct.
You are responsible for: (a) the accuracy, quality and legality of the data you and your Users upload to Volaby; (b) maintaining the security and confidentiality of your account credentials; and (c) ensuring your systems and network meet the requirements set out in the Documentation.
17.1 You indemnify Volaby Australia Pty Ltd Group against all Claims, Losses, actions, liabilities, costs and expenses (including reasonable legal costs) suffered or incurred by Volaby Australia Pty Ltd Group arising out of or in connection with:
17.2 Your liability under clause 17.1 is reduced proportionately to the extent the relevant Claim or Loss was caused or contributed to by Volaby Australia Pty Ltd Group.
18.1. Volaby Australia Pty Ltd may, in its sole discretion and without prior notice to you, terminate your licence to access to Volaby and the Materials if you breach these T&Cs.
18.2. You may terminate this agreement between the parties if Volaby Australia Pty Ltd is in breach of its obligations under the T&Cs and fails to rectify such breach within a reasonable time (having regard to the nature of the breach) of you provide it with written notice of such breach.
18.3. You may cancel your subscription at any time by written notice to Volaby Australia Pty Ltd or by using the cancellation function on Volaby. Cancellation takes effect at the end of the billing period in which notice is given, in accordance with clause 7.6. Volaby Australia Pty Ltd may terminate this agreement by giving you 30 days' written notice.
18.4. On termination or expiry:
18.5. For the avoidance of doubt, if this agreement is terminated pursuant to clause 18.3
18.6. You acknowledge that Volaby Australia Pty Ltd is not responsible for migrating data from your Account to another system. You may export all Account data at any time during the Term in a commonly usable format (including CSV/XLSX or equivalent).
19.1. If a Dispute arises, then the following process must be followed before either you or Volaby Australia Pty Ltd commences legal proceedings:
19.2. If the Dispute is not resolved following the process in clause 19.1, then you or Volaby Australia Pty Ltd may commence legal proceedings to resolve the Dispute.
19.3. Each party warrants that their Senior Management Representative has full authority to resolve any Dispute.
19.4. Nothing in this clause will prevent you or Volaby Australia Pty Ltd from instituting proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
20.1. These T&Cs represent the entire binding agreement between you and Volaby Australia Pty Ltd and our respective successors and assigns, and supersede any and all prior understanding, statements or representations, whether electronic, oral or written, regarding Volaby Australia Pty Ltd, Volaby or the information and contents on Volaby.
21.1. No waiver of any obligation or right by Volaby Australia Pty Ltd will be effective unless in writing and executed by Volaby Australia Pty Ltd.
22.1. No agency, partnership, joint venture, employee-employer or other similar relationship is created by these T&Cs. In particular you have no authority to bind Volaby Australia Pty Ltd, its related entities or affiliates in any way whatsoever.
23.1. Neither party will be liable for any delay or failure to perform its obligations (except for an obligation to pay the Fees) if the delay is directly or indirectly due to any occurrence or omission that is beyond the reasonable control of that party, including forces of nature, industrial action and action or inaction by a Government Agency.
23.2. If a delay or failure of a party to perform its obligations is caused or anticipated due to an event described by subclause (a), the performance of that party's obligations will be suspended for the duration of the event.
24.1. Volaby Australia Pty Ltd may subcontract the performance of any of its obligations under these T&Cs.
25.1. You and Volaby Australia Pty Ltd may only assign, encumber, declare a trust over or change control of or otherwise deal with its rights under these T&Cs with the written consent of the other party, such consent not to be unreasonably withheld or delayed.
26.1. Unless otherwise provided for in these T&Cs, the Services or a Service order Form, may not be varied except by written agreement duly executed by the parties.
27.1. Any notice, consent or other communication is only effective if it is in writing, signed and either:
as specified in the Service Order Form or as updated by the person notifying the sender.
27.2. A notice, consent or other communication that complies with this clause is regarded as given and received:
28.1. Each party must pay its own expenses in relation to any negotiation of, execution of, stamping (if relevant) and registration costs (if relevant) in connection with these T&Cs.
29.1. If any provision in these T&Cs is found to be invalid or unenforceable such invalidity or unenforceability will not affect the remainder of these T&Cs and conditions which will continue in full force and effect.
30.1. Volaby is controlled by Volaby Australia Pty Ltd from its offices in Victoria, Australia. Volaby Australia Pty Ltd makes no representation that the Material or Volaby is appropriate or available for use in other locations. Those who chose to access Volaby from locations outside of Australia do so at their own initiative and risk and are responsible for compliance with local laws.
30.2. These T&Cs are governed by and construed in accordance with the laws of Victoria, Australia and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Victoria, Australia.
