These Terms may be modified from time to time and you should regularly review them. Your continued use of the Website constitutes your agreement to any modified Terms.
If you are party to the Vertex Subscription Terms, relating to the subscription to our various products and services, then these Terms must be read in conjunction with the Vertex Subscription Terms.
Access to this Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services without notice. We will not be liable if for any reason this Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of this Website.
This Website may contain links to other websites, frames or other references to other parties and their websites (Linked Sites), which are not operated by Vertex. Vertex:
In these Terms the term “Proprietary Content” means:
All Proprietary Content is the property of Vertex or its licensors (as applicable) and is protected by Australian and international copyright laws. You must not reproduce, transmit, republish or prepare derivative works from any of the Proprietary Content, except as expressly authorised by these Terms or with the prior written consent of Vertex or other copyright owner (as applicable).
You may download and print out content from this Website only for your own personal and non-commercial use and provided that you do not remove or modify any copyright, trademark or other proprietary notices.
The look and feel of this Website (including all button icons, scripts, custom graphics and headers) are the trademarks, service marks and/or trade dress of Vertex. These trademarks, service marks and trade dress may not be used, copied or imitated, in whole or in part, without the prior written consent of Vertex.
(c) Copyright claims
If you believe that our Website contains any material that infringes upon any copyright that you hold or control, or that users are directed through a link on this Website to Linked Site that you believe is infringing upon any copyright that you hold or control, you may send a notification of such alleged infringement to us in writing.
To the maximum extent permitted by law, Vertex and its officers, employees, agents, consultants, licensors, partners and affiliates expressly disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to this Website, including any implied warranty/guarantee of merchantability, fitness for a particular purpose or non-infringement.
This Website is provided strictly on an “as is” basis. To the maximum extent permitted by law, Vertex and its officers, employees, agents, consultants, licensors, partners and affiliates make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of this Website or any of its content, and in particular do not represent, warrant or guarantee that:
(a) To the fullest extent permitted by law Vertex expressly excludes all warranties and other terms which might otherwise be implied by statute, common law or the law of equity and must not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Website or the Linked Sites and any materials posted on those Websites, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.
(b) Paragraph (a) above does not affect Vertex’s liability for death or personal injury arising from its negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. This Website must not be framed on any other Website, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.
(a) You agree that your use of this Website is at your own discretion and risk. You agree to release Vertex and its officers, employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that you may have against any of them arising from these Terms or the use of this Website by you or any other person. Vertex may plead this release as a bar and complete defence to any claims or proceedings.
(b) You agree to indemnify, defend and hold harmless Vertex, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages or costs (including, but not limited to, legal fees) arising from your use of this Website or your breach of these Terms.
If any part of these Terms is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these Terms will not be affected and all other clauses remain in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause must be interpreted accordingly. Alternatively, you agree that the clause must be rectified and interpreted in such a way that closely resembles the original meaning of the clause/sub-clause as is permitted by law.
(a) Concerns or complaints
If you have any concerns, complaints or comments regarding the content of the Website, please contact Vertex.
(b) Governing law and jurisdiction
These Terms will be governed in all respects by the laws of New South Wales. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.
(c) No waiver
Waiver of any power or right under these Terms must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver. Any failure by Vertex to act with respect to a breach by you or others does not waive Vertex’s right to act with respect to that breach or any subsequent or similar breaches.
The provisions of these Terms are severable and, if any provision of these Terms is held to be illegal, invalid or unenforceable under present or future law, such provision may be removed and the remaining provisions shall be enforced.
In these Terms, the following rules of interpretation apply: