Terms of Use - Honda Business Applications

General

Any business applications you access after accepting these terms of use, including the Honda Dealer extranet (Extranet) are operated by Honda Australia Pty Ltd and Honda Australia Motorcycle and Power Equipment Pty Ltd (“Honda”, “we” and “us”). The applications you access, including the Extranet, are collectively referred to as the “Honda Business Applications”.

These terms of use (as varied by Honda from time to time) (Terms), govern your use of the Honda Business Applications. By accessing, browsing and/or using the Honda Business Applications, you will be deemed to have read, understood and agreed to these Terms. If you do not wish to be bound by these Terms, you must not access, browse and/or use the Honda Business Applications.

If you are a Honda dealership or Honda Centre user, these Terms are to be read in addition to and alongside your dealership’s Dealer Agreement or your Honda Centre’s Honda Representative Agreement with Honda (as applicable) (“Your Agreement"). To the extent of any inconsistency between the terms of Your Agreement and these Terms, the terms of t Your Agreement will prevail.

If you are a Honda employee, these Terms apply in addition to your employment terms and conditions (Employment Contract), and to the extent of any inconsistency between these Terms and your Employment Contract, your Employment Contract will prevail.

If you are an employee of an agency or contractor of Honda, these Terms will apply in addition to your employer’s contractual obligations to Honda.

Any rights not expressly granted to you in these Terms are reserved by Honda.

Access & Use

In order to access the Honda Business Applications, you must have a registered account with Honda. In order to create an account you will be required to provide personal information to Honda. The collection of this information is governed by our privacy policy (“Privacy Policy”) which can currently be found at https://www.honda.com.au/about/privacy-policy.html. When creating a user account, you must provide us with accurate, complete and up to date information and inform us of any changes to this information. If you are responsible for managing the list of user accounts for staff at your dealership or Honda Centre, you must ensure these account details and information associated with those accounts are kept up to date and accurate.

You must keep your account details secure and confidential and you are responsible for the use of your account and the protection of your account username and password. Any activities which are conducted under your account is your responsibility and Honda will not be responsible for any misuse or conduct by a third party. You must not allow or permit your account username or password to be disclosed to any other third party, or permit any third party to gain access to your account without the prior written approval of Honda.

You agree and understand that Honda may prevent or restrict your access to the Honda Business Applications for any technical, security or you breaching the Terms at Honda’s sole and absolute discretion. You must report the loss, misuse or dissemination of your account username and password, or any access of your account by a third party, to Honda immediately you become aware of the loss, misuse or dissemination. If Honda believes that your account username or password has been lost, misused or disseminated, or that there has been access to your account by any third party, Honda may, cancel your account or otherwise limit your access to the Honda Business Applications or your account.

Use of Salesforce

If you are given access to Honda’s Salesforce CRM application (Salesforce), you acknowledge that you will have access to customers’ personal information, which may include customers of Honda and other dealers, and may include the personal information contained in customers’ case records (Customer Data). You will also be able to enter Customer Data into Salesforce, which in turn may be accessed by Honda and/or other dealers. When using Salesforce to collect, receive, use, disclose, transfer or otherwise handle or access Customer Data, you must at all times:

comply in all respects with Honda’s obligations under Honda’s Privacy Policy;
comply in all respects with your, your dealership’s or Honda Centre’s(as applicable) and Honda’s obligations under the Privacy Act 1988 (Cth), the Spam Act 1993 (Cth) and any other applicable laws (Privacy Law);
follow any directions and instructions provided by Honda regarding the use of Salesforce or Customer Data, including without limitation in respect of any limitations or requirements in respect of the printing, sharing and copying of Customer Data;
notify Honda of any incidents or matters in respect of any Customer Data you may enter into Salesforce that may materially affect Honda, its business and/or its reputation;
when collecting Customer Data from a customer, you must ensure that the individual is directed to a collection notice that complies with the Privacy Laws, including without limitation Australian Privacy Principle 5: and
when indicating (whether by ticking a box, failing to un-tick or any other act) that a customer has consented to receiving marketing material from either your dealership or Honda Centre (as applicable) or Honda, obtain the customer’s voluntary and informed consent to receiving such marketing communications by specifically asking the customer if they would like to receive these communications and confirming they have provided their agreement).

If Honda believes that your use of Salesforce does not comply with these Terms, Honda may, cancel your account or otherwise limit your access to Salesforce.

External Websites and Applications

The Honda Business Applications may include websites and software applications operated and/or hosted by third parties (External Sites).

Your access to External Sites may be subject to separate terms and conditions of use. By accessing the External Sites, you agree to comply with those terms and conditions of use which can be found here. If Honda believes that you have not complied with any External Sites’ terms and conditions of use, Honda may, cancel your account or otherwise limit your access to the Honda Business Applications or any External Sites.

You acknowledge and agree that access to any External Site is entirely at your own risk.

Honda is not required to maintain or update links or pointers to any External Sites. You understand that Honda cannot and does not guarantee, warrant or represent that External Sites and any files or software of any kind, or from any source, available to access or download through the Honda Business Applications, will be free of infection or viruses, worms, Trojan horses or other code or defects that manifest contaminating or destructive properties.

Intellectual Property Rights

You acknowledge that the Honda Business Applications, technology used in connection with the Honda Business Applications, Honda’s products and services, all software, material, products, information, communications, text, graphics, links, electronic art, animations, audio, video, photo and other data available within the Honda Business Applications (Content) are provided by Honda and/or third party providers and are the copyrighted works of Honda or such third party owners (as the case may be). You should assume that everything you see or read on the Honda Business Applications is copyrighted unless otherwise noted and that it may not be used except as provided in these Terms or the terms of the third party content owners, or otherwise in the text on the Honda Business Applications, without the prior written permission of Honda or the relevant third party owner.

You may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile, collect in a database or in any other manner commercially exploit any part of the Content in whole or in part unless expressly authorised by Honda or the relevant third party owner. You must not infringe any applicable law (including, without limitation, the Copyright Act 1968 (Cth)). Further, your use of the Honda Business Applications must not in any way infringe the intellectual property rights of any person.

You acknowledge that Honda and/or any third party provider remains the owner/s of the Content and that you have no intellectual property rights in the Content. No licence is granted to you in respect of the Content other than as set out in these Terms or the terms provided by the third party owners.

Privacy

Without limiting the foregoing, by using the Honda Business Applications, you acknowledge and agree that:

Honda is authorised to collect, gather and utilise any and all data we obtain from you for commercial or non-commercial purposes subject to always to compliance with our Privacy Policy and the Privacy Laws; and
Your access and use of the Honda Business Applications, Salesforce and External Sites must at all times comply with the Privacy Laws.

Except for information covered by our Privacy Policy and as set out in Your Agreement(or in any contract that is applicable to you), any communication or material you transmit to the Honda Business Applications by electronic mail or other means, including any data, comments, questions or the like is, and will be treated as, non-confidential and non-proprietary. Other than as set out in Your Agreement (or in any contract that is applicable to you), anything you transmit or post becomes the property of Honda and may be used for any purpose, provided that Honda will refrain from infringing your moral rights. Honda is free to use, without compensation to you, any ideas, concepts, know-how, or techniques in any communication you send to the Honda Business Applications for any purpose whatsoever.

Accuracy and Usefulness of Information on the Honda Business Applications

All material and information on the Honda Business Applications is provided in good faith and is believed to be accurate and current as at the date of publication. However, to the extent permitted by law Honda provides no warranty or guarantee that any material or information on the Honda Business Applications or External Sites will be accurate or complete.

Prohibitions Against Unlawful or Inappropriate Use

You warrant that you will not do any of the following things in connection with you accessing, browsing or using the Honda Business Applications, Salesforce or any External Sites:

violate any laws, third party rights, or policies of Honda;
hide or spoof your IP address;
intentionally bounce your communications through any intermediate computers;
alter any logs upon gaining access to the Honda Business Applications;
interfere with the technological operations of the Honda Business Applications;
manipulate or attempt to manipulate any content or material on the Honda Business Applications;
post or attempt to post any false, inaccurate, misleading, defamatory, or libelous content on the Honda Business Applications, Salesforce or any External Sites;
post or attempt to post any insulting, offensive or inappropriate content on the Honda Business Applications, Salesforce or any External Sites as deemed inappropriate by Honda in its sole and absolute discretion;
use any robot, spider, search engine, scraper or other means (whether manual, automated, mechanical, electrical or otherwise either existing or that may be invented or discovered in the future) to access the Honda Business Applications or to do any of the acts described in the bullet points above, for any purpose other than the normal purpose for which the Honda Business Applications are intended;
assisting, being involved in, or procuring directly or indirectly any of the acts specified in paragraphs (a) to (i) above or engaging in conduct that is substantially similar to paragraphs (a) to (i) above or having a substantially similar effect.

If we become aware that you have violated any of the clauses of this Terms, we may immediately take corrective action, including preventing you from accessing, browsing and/or using the Honda Business Applications, Salesforce or External Sites. If we have been injured by your violation we may, in our sole discretion, take such action against you that we deem necessary to protect our rights.

Disclaimer of Warranty and Limitation of Liability

While secure and continuous access to the Honda Business Applications is sought to be provided, Honda does not guarantee continuous or secure access to the Honda Business Applications and operation of the Honda Business Applications, as the same may be interfered by numerous factors outside the control of Honda including interruptions in internet connectivity, transmission of signals, server breakdown, systems crashing, hacking, servicing and any other events or acts.

To the extent permitted by law, neither party will be liable for any loss, including indirect, incidental, special and/or consequential losses or damages arising out of use or access to the Honda Business Applications, External Sites or of any of the Content.

Security

When using the World Wide Web, the Internet or third party networks or facilities, you are using networks, facilities and services that are beyond the control of Honda. You assume all risk and liability of your use of the World Wide Web, the Internet or any such third party networks, including any access to the Honda Business Applications via such media.

Termination for Breach

You agree that Honda may, terminate your account (or any part thereof), and/or limit or restrict your access to the Honda Business Applications if you have violated or acted inconsistently with these Terms.

Honda agrees that you may terminate your account if Honda has violated or acted inconsistently with these Terms and receive a partial refund of the fee paid by you, pro rata based on the unexpired portion of the period of your account.

Indemnity

To the maximum extent permitted by law, both parties agree to indemnify and forever hold the other, its associates, related bodies corporate and representatives harmless from any claim or demand made by any third party due to or arising out of a breach by you of these Terms , or violation by of any law of any country or of the rights of a third party.

Each indemnity in these Terms is a continuing obligation, separate and independent from any other obligations and survives termination of these Terms.

Variation of these Terms

Honda may vary these Terms at any time. In the event that Honda varies these Terms, Honda will provide notice by publishing the varied Terms on the Honda Business Applications. You are not obliged to access or continue to use the Honda Business Applications and may terminate your account should you not agree to the Terms as varied.

If any part of these Terms is held invalid, illegal or unenforceable in accordance with its terms in any jurisdiction, that part shall be read down for the purposes of that jurisdiction if possible so as to be valid and enforceable and shall otherwise be capable of being severed to the extent of the invalidity, illegality or unenforceability without affecting the remaining provisions of these Terms or affecting the validity, legality or enforceability of that part in any other jurisdiction.

Waiver

The failure, delay, relaxation or indulgence on the part of Honda in exercising any power, right or remedy conferred upon Honda by these Terms shall not operate as a waiver of that power, right or remedy, nor shall the exercise or any single or partial exercise of any power, right or remedy preclude any other or further exercise of such power, right or remedy or the exercise of any other power, right or remedy in these Terms.

Governing Law

This Honda Business Applications may be accessed throughout Australia or from overseas. Honda makes no representation that the content of this Honda Business Applications complies with the laws of any country outside Australia. If you access the Honda Business Applications from outside Australia, you are responsible for ensuring that your access to, downloading, or use, of the Content is in compliance with all laws in the place in which you are located when you access the Honda Business Applications.