Terms of Service
Welcome to ! The online platform at () is operated by (we, our, us).
These Terms of Service were last updated on .
1. Our agreement with you
1.1 You may only subscribe to if you: (a) are at least 18 years of age; (b) subscribe for the Minimum Period; (c) agree to the Fees and Payment Terms; and (d) agree to be legally bound by and accept these Terms & Conditions (Terms & Conditions).
1.2 You can subscribe to online at (Our Website).
1.3 When you subscribe to , you enter into a legally binding contract with us (Agreement) comprising:
- the Minimum Period;
- the Fees and Payment Terms; and
- these Terms & Conditions.
1.4 If you do not agree to the Minimum Period, Fees, Payment Terms and/or these Terms & Conditions, you must not, and cannot, subscribe to , nor access or use the services, content and/or functionality available via .
1.5 The Minimum Period, Fees and Payment Terms are available on Our Website. You can also request the Minimum Period, Fees and Payment Terms by contacting us at .
1.6 If you subscribe to , we will confirm the Minimum Period, Fees and Payment Terms at the time of your subscription to and then again by email to your nominated email address promptly after you have subscribed.
1.7 We may update these Terms & Conditions from time to time. If that occurs, the amendments will only apply from the commencement of the next Renewal Period.
2. Definitions and interpretation
2.1 In these Terms & Conditions:
Account means your account on .
Applicable Law means any applicable legislation, rule of the general law, including common law and equity, judicial order or consent or requisition from, by or with any governmental agency in any applicable jurisdiction.
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Commencement Date means the date that you subscribe to .
Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or has the quality of confidential information, but excluding information which is: (a) on receipt by the recipient, in the public domain or which subsequently enters the public domain without any breach of this Agreement; (b) on receipt by the recipient, already known by or in the possession of the recipient and which knowledge or possession can be proven by written contemporaneous records; or (c) independently developed, obtained or known by the recipient, without breaching any obligation of confidence to the disclosing party.
Disclosing party means the party who discloses Confidential Information to the recipient.
Documentation means the documents (whether in electronic form or not) that we provide to you describing how to use or describing the functionality provided by .
Fees means the fees that we specify to you for a subscription to at the time you subscribe to it.
Force Majeure Event means a circumstance beyond our reasonable control which results in us being unable to observe or perform an obligation on time under this Agreement.
Insolvency Event means in respect of a party: (a) where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent, or where a sequestration order is made in respect of the party or where that party’s estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency; (b) where the party is a company, a resolution is passed or Court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law; (c) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or (d) the party is unable to pay its debts as and when they fall due.
Intellectual Property Rights means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under Article 2 of the Convention Establishing the World Intellectual Property Organisation, and all rights to enforce any of the foregoing rights.
Minimum Period means the initial term selected by you via Our Website when you subscribe to .
Moral Rights has the meaning given to it in the Copyright Act 1968 (Cth).
Payment Terms means any relevant payment terms set out on Our Website at and any other payment terms that we specify to you or that you select on Our Website for payment of the Fees for a subscription to at the time you subscribe to it.
Personnel means, in connection with a party, its directors, officers and employees.
Recipient means a party who receives Confidential Information from the disclosing party.
Contact means any person that you correspond or communicate with via any functionality available on .
Term means the Minimum Period and any applicable Renewal Periods.
Your Data means any information that you upload, transmit, enter into, store or otherwise use in connection with .
2.2 Unless the context requires otherwise:
- a reference to “a party” is to you or us as the context dictates and a reference to “parties” is to both you and us;
- the term "includes" (or any similar term) means "includes without limitation";
- a reference to currency is to Australian dollars unless specified otherwise; and
- a clause of this Agreement will not be interpreted against a party merely because the party prepared or was responsible for the preparation of it.
3.1 The Agreement will commence on the Commencement Date and upon expiry of the Minimum Period, will automatically continue on a month to month basis or such other period that you renew your subscription to for on Our Website (each such period, a Renewal Period), until and unless:
- either party notifies the other party in writing that it wishes to terminate the Agreement at least 30 days prior to the expiry of the Minimum Period or the then current Renewal Period (as applicable) (time being of the essence), in which case if such notice is provided, the Agreement will terminate at the end of the Minimum Period or then current Renewal Period (as applicable); or
- this Agreement is otherwise terminated in accordance with its terms.
4. Your right to access
4.1 Subject to your compliance with the terms and conditions of this Agreement, we grant you, for the Term, a non-exclusive, non-transferable, non-assignable, non-sublicensable right for you and your Personnel to access and use via your Account solely for the purposes specified in the Documentation.
5. Your obligations
5.1 Protect your Account: You must not share the username or password for your Account with any person, except your Personnel. You are responsible for your and/or your Personnel’s access and use of via your Account.
5.2 Comply with Applicable Law: You must comply with, and must ensure that your Personnel comply with, Applicable Law at all relevant times.
6. Restrictions on use
6.1 Nothing in this Agreement constitutes an assignment of any Intellectual Property Rights.
6.2 You and your Personnel may not make any use of except as permitted under clause 4.1 and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with our Intellectual Property Rights in .
6.3 Without limiting the foregoing provisions, you must not, and you must ensure that Your Personnel do not:
- copy, alter, modify, tamper with, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance, or any trade marks, any patent or copyright notices, or any confidentiality legend or notice, or other means of identification, used on or in relation to ;
- access the source code underlying ;
- remove, interfere with, bypass and/or circumvent any security or technical protection measures in ;
- use in any manner that breaches Applicable Law or violates any legal rights of any person in any jurisdiction (including any person's privacy, such as by way of identity theft);
- use to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;
- use to send unauthorised advertising or spam;
- license, sublicense, resell, assign, transfer, distribute, or provide others with access to, ;
- record or download audio-visual, text or other content that we make available to you via ;
- “frame”, “mirror” or serve any part of, or content in, on any web server or other computer server over the Internet or any other network;
- store, transmit, distribute or introduce malicious programs into our systems, network or servers (e.g., viruses, worms, trojan horses, e-mail bombs);
- carry out security breaches or disruptions of network communication (security breaches include accessing data in respect of which you are not an intended recipient, logging into a server or account that you are not expressly authorised to access, corrupting any data, network sniffing, pinged floods, denial of service and forged routing information for malicious purposes);
- execute any form of network monitoring that will intercept data not intended for you;
- circumvent any user authentication or security features on ;
- interfere with or deny service to anyone; or
- use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person's use of .
6.4 You must indemnify us for any loss and damage that we suffer and/or incur as a result of your breach of this clause 6.
7. Intellectual Property Rights
7.1 As between you and us, we own all Intellectual Property Rights in and in any modifications, maintenance releases, updates, upgrades, new versions, features and enhancements thereof and you must not represent that you own or any part thereof.
7.2 You must not directly or indirectly do anything that would or might invalidate or put in dispute our rights, title and/or interest in .
7.3 You hereby assign to us all and any rights, title and/or interest in any Intellectual Property Rights that you may have in all and any comments in connection with or requests for new features therein that you or your Personnel may suggest or create (each, an Improvement Suggestion). Each Improvement Suggestion becomes our sole and exclusive property. This assignment is effective immediately when you, your officers or employees create any Improvement Suggestion or disclose any Improvement Suggestion to us including where applicable under section 197 of the Copyright Act 1968 (Cth) and in equity. You must procure the written irrevocable and freely given consent from each of your Personnel who create an Improvement Suggestion, to us (and any third parties authorised by ) infringing those Personnel’s Moral Rights in any Improvement Suggestions.
8. Your Data
8.1 You agree that Your Data that you and/or your Personnel upload, transmit, store or enter into will be hosted by us or our suppliers on hardware or infrastructure located at a data centre that we do not own.
8.2 As between you and us, you own all Intellectual Property Rights in Your Data.
8.3 We shall not be responsible for any loss, destruction or unauthorised alteration of Your Data, except to the extent that we cannot exclude liability for such loss, destruction or unauthorised access to or alteration under Applicable Law.
8.4 Each time you and/or your Personnel use you shall be deemed to have agreed, warranted and represented to us that:
- Your Data will only be uploaded, entered, or transferred into and/or via without infringing any Applicable Laws or the rights of any person;
- your Personnel are fully entitled and authorised to upload, input, transfer and disclose to us all of Your Data that they upload, enter, input, access and transfer into and/or via ; and
- Your Data and our collection, use, storage and/or disclosure thereof in the course of complying with our obligations under the Agreement will not breach any Applicable Law or right of any person.
8.5 You license us on a non-exclusive, royalty-free basis to use Your Data as required by us to comply with our obligations under this Agreement, to provide the functionality of and to comply with Applicable Law.
8.6 You are solely responsible for the accuracy, legality and quality of all Your Data and for obtaining any permissions, licenses, rights and authorisations necessary for us to use, host, transmit, store and/or disclose Your Data in connection with this Agreement.
8.7 In the event your Account is terminated by you or us, your Account will be archived and Your Data held in will no longer be available to you. We will retain Your Data held in for a period of 60 days following termination, during which time, provided that your Account was not terminated by us due to your breach of this Agreement, you may re-subscribe to and once again access Your Data by paying the Fees in accordance with the Payment Terms. After that 60 day period we will delete Your Data from and it will be irretrievable. You can contact us at any time to have Your Data deleted from by email to .
9. Availability of
9.1 We agree to use our best endeavours to provide or procure hosting of at least 99% of the time (measured monthly).
9.2 The availability of to you will be subject, in addition to any other provisions set out in this Agreement or the Documentation, to any bandwidth limitations, database size limitations, throughput limitations and other technical and non-technical limitations or restrictions of and any planned and unplanned maintenance of by our hosting providers. We will not be liable for any unavailability or non-performance of caused by any such matters.
9.3 You agree and acknowledge that the accessibility and use of is highly dependent on the proper function of any Internet and any other computer and telecommunications networks and infrastructure upon which operates, interfaces with or connects to, and that we are not responsible for any unavailability or inaccessibility of associated with any of those matters.
9.4 We do not represent or warrant that or access thereto will be uninterrupted or error-free.
10.1 Any Fees specified by us are exclusive of GST.
10.2 You must pay the Fees in accordance with the Payment Terms together with all applicable GST.
10.3 You authorise us to automatically charge the Fees and any applicable GST using your selected payment method each time payment of the Fees falls due in accordance with the Payment Terms.
10.4 Without limiting any of our other rights, we may suspend the performance of our obligations under this Agreement and suspend your and your Personnel’s access to in the event that you fail to pay the Fees in accordance with the Payment Terms, until such time as you pay any outstanding Fees.
11. Cancellations and refunds
11.1 If for any reason you are unsatisfied with , you can cancel your subscription to at any time by providing us with no less than 14 days prior written notice by email.
11.2 You are not entitled to any refund of any Fees paid for (including where you cancel your subscription), unless such refund must be provided under non-excludable Applicable Law.
11.3 Any request by you to cancel your subscription to or for a refund must be made via email to .
12.1 Neither party is liable to the other party for any indirect, special or consequential damage or loss, including for loss of profits, loss of business opportunity, loss of benefit, loss of goodwill, loss of use, loss of revenue, loss and/or corruption of data, loss of savings, regulatory fines imposed or loss of reputation and whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage is foreseeable or not.
12.2 To the extent not excluded by this Agreement, a party (the first party) is only liable for loss and damage incurred by the other party as a result of one or more breaches by the first party of its obligations under this Agreement, but such liability is limited, in the aggregate, to an amount equivalent to the total Fees paid or payable during the Initial Term or then current Renewal Period (as applicable).
12.3 The Australian Consumer Law may give you certain guarantees in respect of . Where liability for breach of any such guarantee can be limited by Applicable Law, our liability (if any) arising from any breach of those guarantees is limited with respect to the supply of goods, to the replacement or repair of the goods or the costs of resupply or replacement of the goods, and with respect to services, to the supply of services again or cost of re-supplying the services again.
If your primary payment method fails, you authorise us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment or if all payment methods in your account fail, we may suspend your subscription. You can edit your payment information any time in your Account's Billing page.
12.4 This clause 12 does not:
- apply with respect to any liability that cannot be excluded by Applicable Law; or
- apply with respect to any wilful misconduct, intentional breach of this Agreement or your breach of any provision of this Agreement concerning Intellectual Property Rights.
12.5 Other than any non-excludable guarantees implied into this Agreement under the Australian Consumer Law or other non-excludable Applicable Law (if any), all conditions, warranties and guarantees implied in this Agreement are excluded.
12.6 Any report, output or data generated by or via (together, Output) is not our professional, financial or other advice.
- acknowledge that we do not provide any professional services;
- must obtain all appropriate professional, financial, legal and other advice as applicable before relying on any Output; and
- must not represent (either expressly or impliedly) that any Output is our advice.
12.8 You are solely responsible for compliance with your legal, regulatory and other obligations. Without limiting the foregoing provisions:
- you must not rely on for the purpose of complying with your legal obligations; and
- you must not bring any claim against in connection with the accuracy, validity, completeness of any information on , including any Output.
12.9 We do not warrant or represent that any information on , including any Output, is accurate, valid, complete, error free or up to date.
12.10 If we include any links on our Website, that does not constitute any endorsement by us of the linked sites. Use of any linked site is at your sole risk.
13.1 A recipient must not, without the prior written consent of the disclosing party, use or disclose the disclosing party's Confidential Information unless and to the extent expressly permitted by this Agreement or required by Applicable Law.
13.2 A recipient may only:
- use the Confidential Information of the disclosing party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and
- disclose the Confidential Information as required by Applicable Law or a court of competent jurisdiction, and then, only to the extent required, and provided that it promptly notifies the disclosing party of such requirement of disclosure as soon as such requirement becomes known to it.
13.3 The recipient must implement and maintain reasonable security measures to prevent unauthorised use and disclosure of the disclosing party's Confidential Information whilst it is in the recipient' possession, custody or control.
13.4 The recipient must return and/or destroy, at the disclosing party's option, all Confidential Information of the disclosing party in the recipient's possession, custody or control, on termination of this Agreement for any reason.
14.1 A party may terminate this Agreement by written notice to the other party (the defaulting party) if the defaulting party is in material breach of this Agreement which is not remediable, or if capable of remedy and the defaulting party fails to remedy the breach within 7 days of written notice of the breach.
14.2 Either party may terminate this Agreement by written notice to the other party if the other party suffers an Insolvency Event.
15. Consequences of Termination
15.1 If this Agreement is terminated or expires for any reason, then, in addition to, and without prejudice to, any other rights or remedies available:
- your right, and the right for your Personnel, to access and use immediately ceases; and
- any provision dealing with confidentiality, intellectual property rights, liability and jurisdiction shall survive termination.
16.2 You consent to us sending electronic mail and SMS to you about your subscription to or our products and services that we think you might be interested in. You may opt out of all such communications or withdraw your consent using the unsubscribe link or by notifying us via .
16.3 By subscribing to , you consent to our use of your name and a description of your experience with in our promotional and marketing materials (including, on ).
16.4 You must not assign, novate, license, sublicense or otherwise deal in any other way with any of your rights or obligations under this Agreement without our prior written consent. We may assign or novate our rights or obligations under this Agreement in connection with any merger or acquisition of our company or in connection with the sale or assignment of all or a substantial portion of our assets.
16.5 This Agreement is the entire agreement of the parties about its subject matter and to the fullest extent permitted by Applicable Law, supersedes all other representations, arrangements or agreements between them. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.
16.6 This Agreement may be amended only by a document signed by the parties and a party's right under this Agreement may not be waived or varied except in writing signed by the party.
16.7 Any term of this Agreement which is wholly or partially invalid, illegal or unenforceable to any extent shall be deemed deleted but the remainder of the Agreement will not be affected, and will remain valid and enforceable to the greatest extent permitted by law.
16.8 This Agreement is governed by the laws of New South Wales. Each party submits to the exclusive jurisdiction of the courts located in New South Wales, and the courts of appeal from them, with respect to any dispute or enforcement action commenced with respect to the subject matter of this Agreement.