EINVOICE TERMS AND CONDITIONS
eInvoice Terms & Conditions
VERSION: February 2015
1.1 These Terms and Conditions apply to use of the Viva Energy Australia eInvoice web programme (eInvoice) accessible via www.vivaenergy.com.au, by a customer of Viva Energy Australia Pty Ltd ABN 46 004 610 459 (Viva Energy) who has agreed to be bound by these Terms and Conditions by signing and returning an application for eInvoice access, by selecting the ‘I accept’ option in accordance with Clause 11, or by signing a Supply Agreement which incorporates these Terms and Conditions (Customer).
1.2 These Terms and Conditions operate in addition to the Viva Energy Terms and Conditions and any other document forming part of the contractual relationship between Viva Energy and the Customer (Viva Energy Contract) and any policies, disclaimers, provisions, acknowledgements or other statements which appear on eInvoice which are acknowledged or agreed to by the Customer or any of its eInvoice Authorised Users at any time. In the event of any inconsistency these various terms and conditions will be given the following order of precedence:
(a) Viva Energy Contract;
(b) these Terms and Conditions; and
(c) any policies, disclaimers, provisions, acknowledgements or other statements which appear on eInvoice and which are acknowledged or agreed to by the Customer or any of its eInvoice Authorised Users at any time.
2. VARIATION OF THESE TERMS AND CONDITIONS
Viva Energy may from time to time amend, delete or supplement these Terms and Conditions. Any change takes effect from the earlier of:
(a) 14 days after written notice is given; and
(b) the Customer/Accountholder selecting the 'I accept' option if notification of a change is given when accessing eInvoice.
3. OPERATION AND OWNERSHIP OF EINVOICE
3.1 The Customer acknowledges that eInvoice may be operated for Viva Energy by a third party as a subcontractor and that the computer systems on which eInvoice and the underlying databases are stored may be located overseas.
3.2 The Customer agrees and acknowledges that eInvoice and the copyright in all materials on eInvoice, including but not limited to all text, information, graphics, animation, images, software and any other materials on eInvoice (Content) and the arrangement of this Content are owned by or licensed to Viva Energy. The Viva Energy trade marks on eInvoice and any other names, images and logos identifying Viva Energy are proprietary trade marks of Viva Energy or an affiliate of Viva Energy. The Shell trade marks on eInvoice and any other names, images and logos identifying Shell and its products and services are proprietary trade marks of an affiliate of Royal Dutch Shell plc. The names and logos of other companies and products mentioned on eInvoice may be the trade marks of third parties, and are used by Viva Energy with the permission of their respective owners.
3.3 The Customer acknowledges that Viva Energy may change the format and content of the eInvoice site at any time, or suspend the operation of eInvoice for support or maintenance work or for any other reason, at any time without liability for any such change or suspension.
4. EINVOICE AUTHORISED USERS
4.1 During the registration process, the Customer may apply for access rights for 1 or more authorised users to eInvoice (eInvoice Authorised Users) so the eInvoice Authorised Users can access eInvoice to view copies of documents relating to the Customer’s Viva Energy account(s), where available.
4.2 The Customer can apply to Viva Energy to vary its eInvoice Authorised Users or to add additional eInvoice Authorised Users from time to time by completing and returning the appropriate form to Viva Energy.
4.3 Viva Energy has sole discretion to set the number of eInvoice Authorised Users of the Customer and may reject any application from the Customer for an eInvoice Authorised User to be given access to eInvoice.
4.4 The Customer must ensure that the eInvoice Authorised Users are aware of and comply with these Terms and Conditions and, without limiting the other provisions of these Terms and Conditions, the Customer is responsible for all acts and omissions of the eInvoice Authorised Users.
5. LOGIN ID AND PASSWORD
5.1 Viva Energy will issue the Customer with a login ID and Password for each of its eInvoice Authorised Users to enable the eInvoice Authorised Users to access eInvoice to the extent requested by the Customer. Viva Energy may, at its discretion, provide the eInvoice Authorised Users with the ability to set their own login ID and Password within eInvoice. Viva Energy reserves the right to change or to request the Customer to change the Customer's or eInvoice Authorised Users’ login ID or Password at any time.
5.2 The Customer must take all reasonable steps to protect the confidentiality of each login ID and Password. The Customer may not permit, and must ensure that the eInvoice Authorised Users do not permit, any other person to access eInvoice using the Customer’s or an eInvoice Authorised User's login ID or Password.
5.3 In the event of any unauthorised use of the Customer's login ID and Password or any other breach of security of which the Customer becomes aware, the Customer must immediately notify Viva Energy of such unauthorised use or breach of security. The Customer will be liable for all activities carried out on the site, and any charges incurred as a result of those activities, before Viva Energy receives notification of such unauthorised use or breach of security.
5.4 Viva Energy may at any time cancel or suspend any login ID or Password issued to the Customer or an eInvoice Authorised User if it suspects that there has been a breach of confidentiality or security or any unauthorised use of the login ID and Password.
6. RELIANCE ON LOGIN ID AND PASSWORD
Viva Energy may act on any instructions transmitted or electronically communicated to it by, in connection with or arising from, whether directly or indirectly, the use, whether authorised or not, of a login ID or Password issued to the Customer or an eInvoice Authorised User. The Customer accepts full responsibility for all transactions thus made.
7. USE OF EINVOICE
7.1 As long as the Customer complies with these Terms and Conditions, Viva Energy grants to the Customer a non-exclusive, non-transferable, limited right to enter, use and display eInvoice. The Customer may download any Content on eInvoice for which express permission has been given (e.g. online reports and statements) solely to the Customer's or its eInvoice Authorised Users' computers for the Customer's use. The Customer undertakes that it will not:
(a) alter or remove any copyright, trade mark or other proprietary notice of Viva Energy or of any other company operating eInvoice;
(b) modify, frame or edit the Content of eInvoice or publish or sell the Content including but not limited to making the Content available on any other website;
(c) reverse, engineer, translate, adapt or modify any software used in connection with eInvoice;
(d) create any links from any other website to eInvoice without Viva Energy’s express prior written permission;
(e) use any Content copied from eInvoice for any business, commercial or public purpose (other than as specifically authorised in these terms and conditions); or
(f) interrupt, interfere or attempt to interrupt or interfere with the operation of eInvoice in any way.
7.2 The Customer uses the eInvoice site entirely at its own risk. Viva Energy reserves the right to deny the Customer or an eInvoice Authorised User access to eInvoice at any time or to terminate eInvoice or any part thereof. Further, Viva Energy reserves the right to determine the frequency, the limits of transactions, the operating hours, the types of operations, facilities and services available through eInvoice at any time.
7.3 The Customer may not do anything to interfere or attempt to interfere with the proper working of eInvoice or the operation of networks connected to eInvoice.
7.4 The Customer may not copy, extract or download, or do anything else which infringes the copyright or other intellectual property rights of Viva Energy or any other person in, any information displayed on eInvoice from time to time.
8. STATUS OF INFORMATION
Viva Energy and the Customer agree and acknowledge that any billing information, reports or other information posted in eInvoice or generated by eInvoice and provided to the Customer are subsidiary to physical sources of information such as delivery dockets, paper receipts and invoices rendered by post and that in the event of any discrepancy the physical sources of information shall be deemed accurate and will prevail.
9. PRIVACY AND DATA PROTECTION
10. WARRANTIES, LIABILITIES AND INDEMNITIES
10.1 Where the law applies guarantees, warranties or conditions into the provision of access to the eInvoice site or the services contained therein by Viva Energy and Viva Energy is not permitted by law to exclude them, then those guarantees, warranties or conditions will apply. All other guarantees, warranties or conditions are excluded, including, without limitation:
(a) that the eInvoice site or the services contained therein will be available, uninterrupted, or timely; and
(b) that the eInvoice site or the services contained therein will be secure, error free or virus free.
10.2 Where guarantees, warranties or conditions apply, Viva Energy’s liability for breach of those guarantees, warranties or conditions is limited to resupplying the services (or paying the costs thereof), where this is permitted by law.
10.3 To the extent permitted by law, Viva Energy shall have no liability under or in connection with these Terms and Conditions, whether for breach of these Terms and Conditions, negligence or any other tort, breach of statutory duty or otherwise, for any:
(i) loss of profits, income, revenue, contracts or production;
(ii) business interruption or increased costs in operation;
(iii) damage to goodwill or reputation;
(iv) damage to equipment or machinery; or
(v) indirect losses or expenses or consequential damages whatsoever, even if such loss, expense or damage may reasonably be supposed to have been in the contemplation of both parties as a probable result of the relevant default, whether suffered by the Customer or any third party.
10.4 The Customer acknowledges that:
(a) Viva Energy may send items of software, code or programming (Cookies) to, and store Cookies on, the Customer's and the eInvoice Authorised Users' computer systems in the course of the Customer and the eInvoice Authorised Users accessing eInvoice;
(b) a virus or other malicious code may be transmitted to the Customer's and the eInvoice Authorised Users' computer systems in the course of accessing eInvoice; and
(c) Viva Energy cannot guarantee the security of eInvoice and a third person may intercept any messages or information that are sent to or from eInvoice, and the Customer releases Viva Energy from and indemnifies Viva Energy against liability for any damage caused by Cookies, viruses or malicious code transmitted to the Customer's or its eInvoice Authorised Users' computer systems or any unauthorised access to the Customer's information (whether occurring during access to eInvoice by the Customer or an eInvoice Authorised User or at any other time).
11. ACCEPTANCE OF TERMS AND CONDITIONS
In addition to signing the application for eInvoice access, by selecting the 'I accept' option at the end of these Terms and Conditions the Customer and each eInvoice Authorised User agrees that, when using the eInvoice site, the Customer/eInvoice Authorised User is bound by, and will comply with, the Terms and Conditions, as amended from time to time.
12.1 The Customer may discontinue its use of eInvoice at any time by using the mechanism provided in the eInvoice web programme or by notifying Viva Energy. The contract formed by the application for eInvoice access and these Terms and Conditions will terminate when the Customer's login IDs and Passwords are invalidated by Viva Energy or 2 business days have elapsed, whichever is earlier.
12.2 Viva Energy may terminate or suspend the Customer's access to all or part of eInvoice, without notice, for any conduct that is in violation of these Terms and Conditions or any applicable law or is harmful to Viva Energy’s interests or the interests of another user or any other person. Viva Energy may also terminate the Customer's access to eInvoice if it ceases to have a Shell Contract with Viva Energy.
12.3 The failure of Viva Energy to insist upon strict performance of any of the provisions of these Terms and Conditions will not be deemed a waiver of any subsequent breach of or default in these Terms and Conditions by the Customer.
12.4 If any term of these Terms and Conditions or any part thereof is or becomes or is declared illegal, invalid or unenforceable for any reason whatsoever in any jurisdiction and such term or part is severable, it is deemed deleted from these Terms and Conditions in the relevant jurisdiction.
12.5 These Terms and Conditions are (subject to any express provisions in a Viva Energy Contract to the contrary) governed by the law in force in the State of Victoria and any proceedings arising out of these Terms and Conditions shall be determined by a court of competent jurisdiction in that State.
13. INTERNET PRIVACY INFORMATION
15. STORAGE AND PROTECTION OF YOUR PERSONAL INFORMATION
Viva Energy will take all reasonable steps to ensure that all personal information held by Viva Energy is secure from any unauthorised access or disclosure. However, Viva Energy does not guarantee that personal information cannot be accessed by a Viva Energy person (e.g. a hacker) or that unauthorised disclosures will not occur. If Viva Energy provides you with any passwords or other security devices then it is important that you keep these secret and confidential and do not allow them to be used by any other person. You should notify Viva Energy immediately if the security of these devices is breached to prevent the unauthorised disclosure of your personal information.
16. THIRD-PARTY INTERNET SITES AND INFORMATION SECURITY
17. CONTACT US
Via email: Tellvivaenergy-Au@vivaenergy.com.au
In writing: Viva Energy Privacy Officer
PO Box 872K
Melbourne VIC 3001
Telephone: 13 16 18