1. About the Website
(a)
Welcome to www.trustsignal.com.au (Website). The Website allows you to access and use the TrustSignal (Services).
(b)
The Website is operated by Exodite Pty Ltd, ACN/ABN ACN 694 358 177 . Access to and use of the Website, or any of its associated products or Services, is provided by Exodite Pty Ltd. Please read these terms and conditions (Terms) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.
(c)
Exodite Pty Ltd reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Exodite Pty Ltd updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
2. Acceptance of the Terms
You accept the Terms by remaining on the Website. Where the option is available in the user interface, you may also accept the Terms by clicking to accept or agree to the Terms.
3. About the Service
(a)
TrustSignal is a web-based information service that provides comprehensive Builder Reports containing licence status, mandatory insurance verification, court and tribunal activity, insolvency indicators, company details, director links and credit risk signals sourced from public register and proprietary databases to assist customers of builders in conducting due diligence on building and construction entities before entering into building contracts..
(b)
Standard report access is currently offered. You acknowledge and agree that the access, as well as the features, may change from time to time, and may be governed by separate terms that apply specifically to the account.
(i)
Single Report Purchase (the builder report accessible upon payment), and
(ii)
Subscription (the future monitoring service that provides alerts when data points change). Where special account-specific terms apply, you will be informed, and must accept those terms before you are given such an account. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by account-specific terms.
4. Acceptable use of the Service
(a)
TrustSignal, its related features, and website must only be used lawfully. Exodite Pty Ltd reserves the right to suspend, cancel, or otherwise deny access to users and accounts who use the service:
(i)
To engage in any act that would disrupt the access, availability, and security of TrustSignal and other Exodite Pty Ltd services, including but not limited to:
(A)
Tampering with, reverse-engineering, or hacking our servers.
(B)
Modifying, disabling, or compromising the performance of TrustSignal or other Exodite Pty Ltd services.
(C)
Overwhelming, or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources.
(D)
Compromising the integrity of our system, including probing, scanning and testing the vulnerability of our system unless expressly permitted by Exodite Pty Ltd.
(b)
For any illegal purpose, or to violate any laws, including and without limitation to data, privacy, and export control laws.
(c)
To stalk, harass or threaten users and any member of the public.
(d)
To misrepresent or defraud any user or member of the public through phishing, spoofing, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Exodite Pty Ltd or any third party
(e)
To access or search any part of the Service, or any other Service owned by Exodite Pty Ltd other than our publicly supported interface, or otherwise allowed for in these Terms.
(f)
To post, upload, share, or otherwise circulate content in violation of TrustSignal’s content policy
5. Permitted use
(a) Permitted purpose
You may use the Website, Services and any TrustSignal Builder Report supplied to you only for lawful due diligence purposes connected with assessing, selecting, engaging, paying, contracting with or monitoring a builder, building contractor, construction company or related building entity.
(b) Personal and project use
Unless we agree otherwise in writing, each Builder Report is supplied to you for your use in connection with the building project, builder or entity for which the report was requested.
(c) Sharing with advisers
You may save, download, print and share a Builder Report with your legal, financial, building, architectural, project management, insurance or other professional advisers, provided they use the Builder Report only to advise you in relation to the relevant building project or builder due diligence process.
(d) Business and commercial users
If you are a business, adviser, broker, marketplace, directory, introducer, consultant, platform operator or other commercial user, you must not share, distribute, embed, publish, resell, repackage or otherwise make available any Builder Report, or any material part of a Builder Report, to your customers, clients, members, users, suppliers or other third parties unless we have expressly agreed to that use in writing.
(e) Prohibited use
You must not, without our prior written consent:
(i)
sell, resell, license, sublicense, publish, distribute, disclose, commercially exploit, repackage or otherwise make available any Builder Report, or any material part of a Builder Report, to any third party;
(ii)
incorporate any Builder Report, or any material part of a Builder Report, into another product, platform, database, score, model, decision engine, directory, marketplace, screening service, risk service or information product;
(iii)
use the Website, Services or any Builder Report to build, improve, validate, train or benchmark any competing service, database, artificial intelligence system, machine learning model or other data product;
(iv)
scrape, extract, copy, aggregate, cache, harvest, reverse engineer or otherwise attempt to derive any source data, methodology, scoring logic, matching logic, report format, compilation or system logic from the Website, Services or any Builder Report;
(v)
use any Builder Report for marketing, solicitation, profiling, lead generation, spam, harassment, unlawful discrimination, or any other purpose unrelated to legitimate builder due diligence;
(vi)
alter, remove, obscure or misrepresent any copyright notice, disclaimer, source attribution, limitation, warning, date stamp, confidence indicator or explanatory note contained in a Builder Report;
(vii)
represent that TrustSignal has endorsed, approved, recommended, certified, accredited or guaranteed any builder, building contractor, construction company or related building entity; or
(viii)
use the Website, Services or any Builder Report in any way that is unlawful, misleading, deceptive, defamatory, unfair, malicious or inconsistent with these Terms.
(f) TrustSignal is an aggregator
You acknowledge that TrustSignal is a data aggregator and report provider. Builder Reports compile, organise and present information and risk signals obtained from public registers, government sources, courts and tribunals, insolvency sources, company records, licensing bodies, credit-related sources and other third-party data providers. TrustSignal does not guarantee that the underlying third-party data is complete, accurate, current or free from error, and does not independently verify every item of source data unless expressly stated in the relevant Builder Report.
(g) Information tool only
A Builder Report is an information tool only. It is not legal, financial, credit, building, insurance or professional advice. It is not a recommendation to engage or not engage any builder, and it is not a guarantee of a builder’s solvency, workmanship, legal compliance, conduct, future performance or suitability.
(h) Suspension or termination for misuse
We may suspend or terminate your access to the Website or Services, cancel any order, refuse to supply further reports, or take any other action reasonably necessary if we suspect that you have breached this clause 5 or used the Website, Services or any Builder Report outside the permitted use.
6. Security and Data Privacy
Exodite Pty Ltd takes your privacy seriously and information provided through your use of the Website and/or Services are subject to Exodite Pty Ltd’s Privacy Policy, which is available on the Website. The Privacy Policy also addresses Exodite Pty Ltd’s processes, policies, and obligations in respect of TrustSignal security breaches.
7. Data Use
Exodite Pty Ltd collects, stores, and processes your data on TrustSignal. The data is used to provide Services to you, as well as to facilitate Exodite Pty Ltd’s business operations. The Privacy Policy outlined how your data is collected, stored, and processed by Exodite Pty Ltd. The Privacy Policy also addresses Exodite Pty Ltd's processes, policies, and obligations in respect of data encryption and removal requests.
8. Report Subject access and correction
If you are the subject of a Builder Report, or you are authorised to act for the builder, company or entity that is the subject of a Builder Report, you may contact TrustSignal to request access to information we hold about you or the relevant entity.
Before responding to a request, we may take reasonable steps to verify your identity and authority.
Where we hold personal information about an individual, we will provide access to, and correct, that personal information where required by Australian privacy law.
Where a request relates to company, business or commercial information, we may provide access to relevant information we hold about that entity where we consider it appropriate and lawful to do so.
If you believe information in a Builder Report is inaccurate, incomplete, out of date or misleading, you may ask us to review it. We may ask you to provide supporting evidence. Where appropriate, we may correct our records, add a note that the information is disputed, or refer you to the original source of the information.
TrustSignal aggregates information from public registers, government sources, courts and tribunals, insolvency sources, company records, licensing bodies, credit-related sources and other third-party data providers. Where information is sourced from a third party, we may not be able to amend the source record, and you may need to contact the relevant source directly.
Nothing in this clause requires us to disclose or amend information where we are not legally required to do so, or where disclosure or amendment would be unlawful, unreasonable, confidential, commercially sensitive, legally privileged, or would affect another person’s privacy or rights.
Requests must be made using the contact details on the Website or in our Privacy Policy and must include enough information for us to identify the relevant Builder Report, Report Subject and requester.
9. Purchase of Reports and Subscription)
(a)
In order to access the Services, you must first purchase a report or Subscription through the Website (Service). After purchasing a Service, users become a member. (‘User’).
(b)
In purchasing the Service, you acknowledge and agree that it is your responsibility to ensure that the Service you elect to purchase is suitable for your use.
(c)
Subject to the terms, the fee for a single report and, where applicable, the subscription fee may be paid by all payment methods available on the website.
(d)
As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including but not limited to name, email address, phone number, billing address, payment card details, search history, and report purchase records.
(e)
You warrant that any information you give to Exodite Pty Ltd in the course of completing the registration process will always be accurate, correct and up to date.
(f)
Once you have completed the registration process, you will be a registered user of the Website and agree to be bound by the Terms ("User"). As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (Subscription Period).
(g)
You may not use the Services and may not accept the Terms if:
(i)
you are not of legal age to form a binding contract with Exodite Pty Ltd; or
(ii)
you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services
10. Payment Terms
(a)
Subject to the terms of any applicable Subscription Fee may be paid by all payment methods available on the Website, and may change from time to time. The Subscription Fee may apply for a single report, or where applicable an ongoing service.
(b)
Payments made in the course of your use of TrustSignal may be made using third-party applications and services not owned, operated, or otherwise controlled by Exodite Pty Ltd. You acknowledge and agree that Exodite Pty Ltd will not be liable for any losses or damage arising from the operations of third-party payment applications and services. You further acknowledge and warrant that you have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services you choose to use as a payment method for TrustSignal services.
(c)
You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.
(d)
You agree and acknowledge that Exodite Pty Ltd can vary the Service at any time.
11. Refund Policy
(a)
Exodite Pty Ltd offers refunds in accordance with the Australian Consumer Law and on the terms set out in these terms and conditions. Any benefits set out in these terms and conditions may apply in addition to consumer's rights under the Australian Consumer Law.
(b)
Exodite Pty Ltd will only provide you with a refund of the Service Fee in the event they are unable to continue to provide the Services or if the manager of Exodite Pty Ltd makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Service Fee paid.
12. Copyright and Intellectual Property
(a)
The Website, the Services and all of the related products of Exodite Pty Ltd are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Exodite Pty Ltd or its contributors.
(b)
All trademarks, service marks and trade names are owned, registered and/or licensed by Exodite Pty Ltd, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User to:
(i)
use the Website pursuant to the Terms;
(ii)
copy and store the Website and the material contained in the Website in your device's cache memory; and
(iii)
print pages from the Website for your own personal and non-commercial use.
(c)
Exodite Pty Ltd does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Exodite Pty Ltd.
(d)
Exodite Pty Ltd retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(i)
business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(ii)
a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(iii)
a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
(e)
You may not, without the prior written permission of Exodite Pty Ltd and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
13. General Disclaimer
(a)
Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
(b)
No professional advice. The information provided by TrustSignal is for general informational purposes only. all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and Exodite Pty Ltd will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
(c)
Data sources and accuracy. Our reports include individual commercial credit information and licensing data sourced from third-party agencies (such as ASIC, state building authorities, and credit bureaus). No guarantee: while we strive to provide the most current data available, we do not warrant that the information is 100% accurate, complete, or up-to-the-minute. Third-party errors: TrustSignal is a conduit for data. We are not responsible for errors, omissions, or delays in data provided by government bodies or external credit reporting agencies.
(d)
We are not financial advisors, legal professionals, or credit providers. A report does not constitute a recommendation to hire, or a guarantee of the future performance of, any builder. You are encouraged to conduct your own independent enquiries and seek professional advice before entering into high-value construction contracts.
(e)
TrustSignal is not a credit reporting body, credit provider, credit bureau or credit reporting agency. TrustSignal does not create or maintain a credit reporting database, provide consumer credit reports, or make credit eligibility, lending or credit assessment decisions. Any commercial credit-related information, payment behaviour indicators or other risk signals included in a Builder Report are provided only as part of an aggregated builder due diligence report for informational purposes. A Builder Report must not be used as a substitute for a credit report supplied by a credit reporting body, legal advice, financial advice or any decision required to be made by a regulated credit provider, credit reporting body or other regulated entity.
(f)
Subject to this clause, and to the extent permitted by law:
(g)
Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Exodite Pty Ltd make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Exodite Pty Ltd) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(i)
failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(ii)
the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(iii)
costs incurred as a result of you using the Website, the Services or any of the products of Exodite Pty Ltd; and
(iv)
the Services or operation in respect to links which are provided for your convenience.
14. Limitation of Liability
(a)
Exodite Pty Ltd's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
(b)
You expressly understand and agree that Exodite Pty Ltd, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
15. Termination of Contract
(a)
The Terms will continue to apply until terminated by either you or by Exodite Pty Ltd as set out below.
(b)
If you want to terminate the Terms, you may do so by:
(i)
not renewing the Subscription prior to the end of the Subscription Period;
(ii)
providing Exodite Pty Ltd with days’ notice of your intention to terminate; and
(iii)
closing your accounts for all of the services which you use, where Exodite Pty Ltd has made this option available to you.
(c)
Any notices pursuant to Clause 13.2 above should be sent, in writing, to Exodite Pty Ltd via the 'Contact Us' link on our homepage.
(d)
Exodite Pty Ltd may at any time, terminate the Terms with you if:
(i)
you do not renew the Subscription at the end of the Subscription Period;
(ii)
you have breached any provision of the Terms or intend to breach any provision;
(iii)
Exodite Pty Ltd is required to do so by law;
(iv)
the provision of the Services to you by Exodite Pty Ltd is, in the opinion of Exodite Pty Ltd, no longer commercially viable.
(e)
Subject to local applicable laws, Exodite Pty Ltd reserves the right to discontinue or cancel your Subscription or Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Exodite Pty Ltd's name or reputation or violates the rights of those of another party.
16. Indemnity
You agree to indemnify Exodite Pty Ltd, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a)
all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content;
(b)
any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(c)
any breach of the Terms.
17. Dispute Resolution
17.1. Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
17.2. Notice:
A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
17.3. Resolution:
On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must:
(a)
Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b)
If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Fair Trading NSW;
(c)
The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d)
The mediation will be held in Sydney, Australia.
17.4. Confidential
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
17.5. Termination of Mediation:
If 2 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
18. Venue and Jurisdiction
The Services offered by Exodite Pty Ltd is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales.
19. Governing Law
The Terms are governed by the laws of New South Wales. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
20. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
