IMPORTANT – READ CAREFULLY: This end-user agreement (“Agreement”) is a legally binding agreement between you (a company, firm, partnership or an individual user) and Lena Brown Pty Ltd ACN 643974976 covering your use of the online known as ANZSCOSEARCH (“Service”). We will refer to ourselves in this Agreement as “we” or “us”. We are an Australian corporation with our headquarters in Brisbane.
You must read this Agreement carefully before accessing or using the Service.
Your use of the Service is conditional on your acceptance of the terms set forth in this Agreement. By using or continuing to use the Service, you agree to be bound by this Agreement.
Effective From 1 July 2022
1. OVERVIEW
(a) We will provide the Service to you in accordance with this Agreement.
(b) This Agreement includes these standard terms and the pricing details set out on our website at anzscosearch.com/pricing/
(c) The content provided via our Service is general information only and does not comprise legal or financial advice. You must not rely on our Service for legal or financial advice. You are encouraged to obtain specific legal or financial advice from lawyers or financial planners who are appropriately licensed relevant to your particular circumstances.
2. THE SERVICE
2.1 Users
(a) We will provide you with access to and use of the Service. If you have the appropriate subscription package and authority, you can create accounts for use by other Users and can add and remove Users.
(b) Users must have an account to access and use the Service.
(c) You must not create accounts for use by third parties, that is, people who are not associated with you.
(d) You will ensure that each person who uses the Service from your organisation has an account in their name. Accounts must not be shared by or between users.
(e) We may require that each User agree to terms of use that are not inconsistent with this Agreement before using the Service.
2.2 The Service
(a) The Service can be accessed via the website located at anzscosearch.com
(b) To use the Service, you must have a computer or mobile device with an up-to-date operating system and web browser, and a fast internet connection.
(c) You are responsible for all third-party costs associated with accessing the Service, including for example the fees charged by internet service providers or telecommunications carriers.
(d) We will provide the Service in a professional manner with due care and skill and in accordance with good industry practice.
(e) In providing the Service, we will comply with all relevant Laws.
2.3 Security
(a) We implement industry standard systems and take reasonable measures consistent with commercially available security practices to secure the Service from unauthorized access and to protect the integrity and confidentiality of the content on the Service.
(b) However, any transmission of data over the internet is inherently risky. You acknowledge and agree that you are responsible for your and your User’s access to the Service, for the computer or mobile device and associated software that is used to access the Services, and for transmission of data over the internet.
(c) You are responsible for taking precautions to ensure that your access to the Service does not expose you to the risk of interference or damage to your content or computer systems or networks.
(d) We make no representation and give no warranty regarding your access to the Service. Due to the nature of the internet and software programs, during the use of the Service, you may experience errors, poor network performance and other issues that detract from use of the Service. While we take steps to maintain the Service, we do not warrant that the Service will be constantly available or warrant that you will have uninterrupted and error-free access to the Service.
(e) Due to regulatory or technical restrictions, you may not be able to access the Service from any particular location. You should verify access prior to accepting the Agreement. We are not responsible for your inability to access the Service.
2.4 User Accounts
(a) When an account is created, you must:
(i) provide accurate, current and complete information for the indicated mandatory fields (including a valid email address); and
(ii) maintain and update User information to keep your account details accurate, current and complete; and
(iii) if you supply us with any inaccurate, false or incomplete information (or fail to keep such information current), we have the right to terminate your account and access to the Service.
2.5 Usernames and Passwords
(a) To use all features of the Service, you (and each User) must create an account with us, including selecting a unique username and password.
(b) You are fully responsible for maintaining the confidentiality of your username and password, and for all activities that are conducted through or under your account and any other User accounts created in accordance with your subscription.
(c) You (and each User) must not under any circumstances share a password for the Service with any other person.
(d) You (and each User) must not share, transfer, sell, rent, lend or otherwise dispose of a username or password for the Service (or attempt to do any of the foregoing). If you or a User does so, your account may be terminated or suspended, and we do not have to give a refund to you in these circumstances.
(e) If we detect any misuse or suspected misuse of your login details (including the concurrent use of your login details or the use of your login details on more than the maximum allowable concurrent sessions), your User account may be terminated or suspended, and we do not have to give a refund to you in these circumstances.
(f) You (and each User) must inform us immediately if you (or the User) suspect or become aware of a breach of security relating to your or a User account. The person impacted must promptly change the User’s password.
(g) A User may close the User’s account on the My Account section of our website.
2.6 Use of the Service
(a) You (and each User) must use the Service in a responsible and reasonable manner. You (and each User) must not use the Service in a way that is against the Law or that harms us, the Service or other users of the Service.
(b) Without limiting the foregoing, you (and each User) must not:
(i) Attempt to gain access to, alter or disrupt any account, software, hardware (including, without limitation, the Service) or network relating to the Service without authorization;
(ii) Use the Service to document, reproduce, share or store pornographic or adult material;
(iii) Use the Service to document, reproduce, share or store defamatory material, other than for the purpose of litigation or the provision of legal advice;
(iv) Use the Service to document, reproduce, share or store illegal material, other than for the purpose of a litigation or the provision of legal advice;
(v) Use automatic scripts or programs (including web crawlers) to access or attempt to gain access to the Service;
(vi) Attempt to access the Service other than through our designated website or as otherwise permitted by us;
(vii) Remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Service;
(viii) Reverse engineer, decompile or disassemble the Service, or otherwise attempt to derive the source code or trade secrets of the Service except as, and then only to the extent, expressly permitted by applicable Law;
(ix) Create any derivative works or adaptations of the Service;
(x) Rent, lease, lend-for-profit or provide commercial hosting of the Service, or otherwise provide or make available the Service to any other person for their use;
(xi) Resell the Service to any person;
(xii) Create a white label system using the Service;
(xiii) Frame any website provided via the Service; or
(xiv) Use the Service other than as expressly permitted by this Agreement, or in any manner that we reasonably determine to be inappropriate or excessive.
2.7 Purpose
(a) You (and each User) have no right to use the Service for any purpose other than as specified in this Agreement.
(b) The rights granted in this Agreement are your only rights in relation to the Service.
2.8 Updates
(a) We may change, modify or remove some or all of the features of the Service at any time and at our sole discretion.
(b) We may make available enhancements or updates to the Service, but are under no obligation to do so.
(c) Where we choose to make available to you any patches, updates, add-ons or hot-fixes to the Service, this Agreement also applies to these changes unless they are accompanied by separate terms agreed to by you.
(d) We will provide you at least 3 months’ prior notice if we intend to discontinue material functionality of the Service. This notice will not be required if the 3 months’ notice period (i) would pose a security or intellectual property issue to us or the Service, or (ii) would cause us to violate legal requirements. If this change detrimentally impacts you, you may cancel the Service effective at the end of the 3 months’ notice period and you will receive a pro rata refund of any prepaid unused subscription period.
2.9 Maintenance
(a) We periodically conduct maintenance in respect of the Service. During a maintenance period, the Service may be unavailable, or some features may not work as expected. We will endeavour to give you at least one weeks’ notice of any scheduled maintenance.
(b) We have the right to interrupt the Service from time to time, as and when we deem appropriate, to perform maintenance relating to the Service.
2.10 Storage of content
(a) We are not legally required to back-up, store, maintain or provide you with a back-up copy of any content stored in the Service.
(b) However, where we create a back-up copy of your (or your User’s) content, we may provide you with a copy upon request subject to your payment of any additional costs we may charge. We are not responsible or liable for any loss of data or content resulting from your or any User’s use of the Service.
2.11 Law Firms and Corporations
(a) If you are a corporation, law firm, or have entered into this Agreement on behalf of a corporation or law firm, the corporation or law firm is responsible for ensuring that all of its partners, employees and agents comply with the terms of this Agreement.
2.12 Additional Products
(a) You may also acquire digital products from our website, including fo example ebooks, PDF downloads and other online content (Products).
(b) All Products are subject to copyright protection. When acquired, you receive a personal, single-user license only, to make one copy of the Product for your own use. You must not otherwise copy, distribute, share, loan or transfer a Product.
(c) We use technology to protect our intellectual property in respect of Products. For example, we may encrypt a Product, require the use of a password to read a Product, or watermark license details on the Product (such as your name, email or address).
(d) All payments made to us in respect of Products are non-refundable and products are not exchangeable, unless defective. If the wrong Product is delivered to you or it is defective, please let us know and will redeliver the correct or non-defective Product.
2.13 Advertising and Links
(a) The Service may contain hyperlinks and other pointers to websites operated by others. These linked websites are not under our control and we are not responsible for the contents on them. We provide these hyperlinks to you as a convenience only, and the inclusion of any link does not imply any endorsement of the linked website by us. You visit such websites at your own risk.
(b) The Service may contain third party advertisements (including banner ads and full-page advertisements) which contain embedded hyperlinks or which include referral buttons to websites operated by others. All such advertising (including referral buttons and embedded hyperlinks) is paid for by the relevant third-party advertisers. These are not recommendations or endorsements by us.
(c) In some instances, the advertisement may contain representations or offers by the advertiser which you can accept by linking to the advertiser’s website and executing the relevant transaction. Such offers are not made by us, and the advertiser is solely responsible to you for the delivery of any goods or services you so acquire.
3. INTELLECTUAL PROPERTY
(a) The Service is our intellectual property.
(b) Copyright and other intellectual property laws protect the Service.
(c) We will not knowingly or intentionally infringe any Intellectual Property Rights when providing the Service.
(d) You are responsible for ensuring that you and each of your Users do not, in using the Service, infringe or violate any other person’s Intellectual Property Rights, misappropriate confidential information, or breach any Laws.
(e) From time to time, you may send us suggestions, materials, information, ideas or concepts relating to the Service (“Ideas”). You hereby grant us a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) to use such Ideas as we see fit, without payment of a fee. Without limiting the foregoing, no Idea will be subject to any confidentiality obligation.
(f) You have no right to use our trade marks or brands unless explicitly provided for in a separate trademark licence agreement or as set out in this clause.
4. SUBSCRIPTIONS
4.1 Subscriptions
(a) We have several different account types. The features for each account type are set out on our website and are subject to change. You (or your firm or employer) subscribe for a subscription for the account type that is selected when subscribing via our website or when entering into a written agreement with us.
(b) Subscriptions are for the specified period of time and for the specified number of Users.
(c) The subscription period commences on the date set that you subscribe (“Effective Date”).
(d) If you have a Free Account, you may upgrade to a paid version of the Service (“Paid Account”).
(e) A different subscription fee and associated billing period (“Subscription Fee”) applies to each type of Paid Account. Details about our fees, pricing and account types are available on our website at anzscosearch.com/pricing/
(f) You may upgrade to a Paid Account by paying a Subscription Fee in advance on the recurring interval disclosed to you prior to your purchase.
(g) By registering for a Paid Account, you agree to pay us the applicable Subscription Fee for the subscription period as set out in further detail in clauses 4.2 to 4.4 below.
4.2 Renewal and Cancellation
Clauses 4.2 and 4.3 apply if you have a Paid Account with us.
(a) Your subscription to the Service will automatically renew at the end of the applicable subscription period for one-year or one-month periods, unless you cancel its subscription before the end of the current subscription period in the “My Account” section of our website.
(b) The cancellation will take effect the day after the last day of the current subscription period, and your Account will be automatically downgraded. You will not receive a refund or credit for any partial subscription periods if you cancel early unless we are at fault.
4.3 Subscription Fee
(a) You agree to pay us the applicable Subscription Fee for the subscription period.
(b) We will issue you an invoice in accordance with your subscription. Unless expressly stated otherwise, the Subscription Fee is payable in advance by credit card or debit card.
(c) Subscription Fees are non-refundable. Unless otherwise stated in this Agreement, if you cancel your subscription during the term of the subscription, no part of the Subscription Fee is refundable, and you must pay the balance of the Subscription Fee to the end of the subscription period.
(d) We may change the Subscription Fee that applies to you from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. You agree to accept the new fee by continuing to use the Service after the Subscription Fee change takes effect. If you do not agree with a fee change, you have the right to reject the change by terminating this Agreement prior to the fee change taking effect.
(e) We may use a payment gateway or payment service provider, such as Stripe or Paypal. We are not responsible for the operation or security of these third-party payment products. Please read the terms for any payment gateway prior to completing any transactions with us.
4.4 GST
(a) If GST is payable on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply.
(b) Unless otherwise stated, all amounts referred to in this Agreement, including the Subscription Fees, are stated on a GST exclusive basis.
(c) If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST payable on that supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.
(d) In providing an invoice, a party shall provide proper tax invoices if GST is applicable to the Fees.
(e) Terms which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) shall have that meaning in this Agreement.
5. CONFIDENTIALITY
(a) We are not in a fiduciary relationship with you.
(b) Each party agrees to keep strictly confidential, and not to disclose, the Confidential Information of the other party.
(c) Each party agrees to use the Confidential Information of the other party solely to carry out its obligations or receive the benefits of this Agreement.
(d) Notwithstanding the foregoing, a party may disclose Confidential Information of the other party:
(i) to its legal advisors, accountants, auditors on a confidential need-to-know basis;
(ii) to its partners and employees and its Related Bodies Corporate on a confidential need-to-know basis;
(iii) in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or
(iv) to the extent required by Law or pursuant to a binding order of a government agency or court.
6. PRIVACY AND SECURITY
(a) We hold any personal information that you provide to us in accordance with our privacy policy, the current version of which is located on our website at anzscosearch.com/privacy
(b) Our privacy policy is hereby incorporated into this Agreement by reference.
(c) You acknowledge and agrees to be bound by the terms of our privacy policy.
(d) We may amend our privacy policy from time to time. We will notify you of any amendments by email or online posting on our website or you next use the Service.
(e) We collect and use Personal Information from and about you. This allows us, for example, to open and administer user accounts and to provide the Service to you.
(f) You must comply with all our reasonable directions regarding privacy and security.
(g) You must obtain all necessary consents, and provide all necessary collection notices, relevant to the Service in relation to the collection, use, disclosure and storage of Personal Information of any individual whose Personal Information may be provided to us, directly or indirectly, as contemplated by this Agreement.
7. FORCE MAJEURE
(a) Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations.
(b) The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.
8. SUSPENSION
(a) If we suspect that you (or one of your Users) has breached any term of this Agreement, we have the right to (without limitation) to:
(i) Suspend your access to the Service; or
(ii) Terminate your access to the Service.
(b) We reserve the right to take any such action without prior notice.
(c) If your access to the Service is suspended or terminated for any reason, you will not be entitled to damages, or any refund or reimbursement of Subscription Fees or other amounts previously paid by or charged to you.
9. TERMINATION
(a) Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if:
(i) the other party experiences an Insolvency Event; or
(ii) the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 14 days after receiving written notice from the terminating party requiring it to do so.
(b) You may terminate this Agreement on 90 days’ written notice for any reason and without cause. However, as set out above, you must pay out any the unpaid balance of the subscription period.
(c) We may terminate this Agreement immediately by written notice to you in the event of:
(i) any change (directly or indirectly) in a controlling interest or majority ownership of you; or
(ii) there is a change in Law that materially or permanently prevents us from providing the Service.
(d) Upon termination of this Agreement, your right to access the paid features of the Service ceases.
10. WARRANTIES, INDEMNITY AND LIMITATIONS
10.1 Warranties
(a) Each party warrants that it:
(i) has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement; and
(ii) will always comply with applicable Laws.
(b) You warrant and represent that:
(i) You will use the Service in accordance with this Agreement;
(ii) You will not use the Service or any information that you obtain during use of the Service for any improper or unlawful purpose; and
(iii) You will not infringe any person’s Intellectual Property Rights while using the Service.
(c) You acknowledge that the law and the legal profession, including in relation to migration law, is dynamic and constantly changing. The relevant government departments often make changes to their Laws, regulations and systems sometimes on an unpredictable basis. As a result, parts of the Service may become out of date, inaccurate, non-functioning or obsolete. We endeavour to update the Service regularly to keep up with these changes. However, we are a small business and we only charge you a minimal fee. We do not warrant that we will be able to make all updates in a timely manner. You agree that you will not be entitled to any refund, discount, compensation, claim or other entitlement arising from any Loss you may suffer due to the Service not being up-to-date or fully functioning or accurately reflecting the government’s current or future systems, regulations or Laws.
10.2 Indemnity
(a) You hereby defends, holds harmless and indemnifies us and our Personnel (the Indemnified Parties) from and against any Loss suffered or incurred by the Indemnified Parties arising out of or in connection with any material breach by you of any provision of this Agreement including any warranty in this Agreement, or that the Indemnified Parties may suffer or incur arising out of or relating to your or one of your User’s misuse of the Service, or in respect of any claim made or legal or regulatory action brought against the Indemnified Parties arising out of or relating to your or one of your User’s conduct that is a misuse of the Service or breach of this Agreement.
10.3 Limitations
(a) Without limiting any other term of this Agreement, we are not responsible for:
(i) Internet, electronic, hardware, software, network or other computer-related failures, malfunctions or errors;
(ii) Any disruptions, damages, losses, failures or errors that are caused by events or occurrences that are beyond our control; or
(iii) Typographical, processing, mechanical or human errors.
(b) Subject to the express provisions of this Agreement, we provide the Service strictly on an “as-is” and “as available” basis, and to the maximum extent permitted by law, we exclude all warranties, terms, conditions or undertakings whether express or implied, statutory or otherwise, that the Service will be:
(i) Available at any particular time;
(ii) Secure or error-free;
(iii) Fit for any particular purpose; or
(iv) Will meet any standard or specification.
(c) If we are found to be liable to you (including in contract, tort (including negligence) or otherwise), our liability is limited in all circumstances to one of the following options, as selected by us:
(i) Resupply of the Service;
(ii) Supply of a similar Service;
(iii) Refunding the amount you paid for the Service;
(iv) Refunding one month’s subscription;
(v) Fixing the Service (if appropriate); or
(vi) Paying someone else to fix the Service (if appropriate).
(d) Notwithstanding sub-clause (c) above, to the fullest extent permitted by applicable law, our total cumulative liability to you in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, will not exceed AUD $50.
(e) To the fullest extent permitted by applicable law, we hereby expressly disclaim all implied or statutory warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, reliability, accuracy, completeness and quiet enjoyment.
(f) Notwithstanding any other clause of this Agreement, to the extent permitted by law, we exclude all liability, including in tort (including negligence), contract and otherwise, for any loss of or damage to data, loss of profits, loss of revenue, loss of privacy, damage to reputation and goodwill, and loss of business, and any consequential, indirect or special loss or damage.
(g) Our liability under this Agreement will be reduced proportionally to the extent to which any loss was caused or contributed to by any negligence or other wrongful act or omission of you or your Users.
11. ASSIGNMENT AND SUBCONTRACTING
(a) You must not assign or novate, directly or indirectly, any of its rights or obligations under this Agreement without the prior written consent of us. We may assign or novate all of part of this Agreement on written notice to you. You are not an agent or employee of us. We are not an agent or employee of you.
(b) Nothing contained or implied in this Agreement means that you or a User is a partner, agent or legal representative of us for any purpose, or creates any partnership, agency or trust. No User has any authority to bind us in any way. Any relationship we have with Users is as a service provider.
12. SURVIVAL
(a) Without limiting any other provision of this agreement, clauses 2.6(b), 3, 4.3(c), 4.4, 5, 9, 10.2, 10.3, 15 and 18, and any other clauses which should by their nature survive termination of this Agreement, survive termination or expiry of this Agreement for any reason.
13. NO UPTIME GUARANTEE
(a) We do not guarantee 24 hours uptime of the Service.
14. NOTICES
(a) Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:
(i) must be in writing and signed by the sender or a person duly authorised by the sender;
(ii) must be addressed and delivered to the intended recipient by prepaid post or by hand or email to the address or email address of the representative of the party as specified by you when you opened your account or for us as set out at the end of this Agreement, or as last notified by the intended recipient to the sender; and
(iii) will be conclusively taken to be duly given or made when delivered, received or left at the above email address, or address. If delivery or receipt occurs on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place.
15. DISPUTE RESOLUTION
(a) If any dispute arises in relation to the Service or this Agreement, you agree to:
• First contact us to discuss.
• If we are unable to resolve the matter within 14 days of being notified, we will arrange a time for one of our senior representatives to contact you (or your senior representative) at a convenient time to discuss.
• If we are unable to resolve the dispute between our senior representatives, the matter will be referred to mediation, with a mediator to be appointed by the Institute of Arbitrators and Mediators Australia.
• If the dispute is not able to be resolved by mediation, the parties may agree to implement further alternative dispute resolution processes.
(b) Nothing in this clause prevents a party from seeking urgent injunctive relief before an appropriate court.
16. REFERRALS
(a) We may provide recommendations or contact details for specialist advisers, such as lawyers and migration agents.
(b) We may receive a referral fee from an adviser if you engage their services following our referral.
(c) We are not responsible for their advice or your relationship with them. If you engage one of them, please refer to their terms to understand your rights and obligations.
17. OTHER AGREEMENTS AND AMENDMENTS
(a) We may also have other agreements with you which apply in addition to this Agreement, including cloud services agreements which relate to certain cloud services for Diary, Accounting, CRM and Mailroom systems.
(b) To the extent that there is any inconsistency between this Agreement and another agreement between you and us, this Agreement will prevail in relation to the Service unless the other agreement expressly states otherwise.
(c) We may amend this Agreement at any time in our sole discretion. We will notify you of any such amendments by e-mail or online posting or when you next use the Service.
(d) We will notify you or publish such amendments on our website at least 10 days before the change is in force.
(e) If you do not agree to such amendments, then you must stop using the Service; if you continue using the Service after the date on which any such amendments come into force, you will be deemed to have agreed to such amendments.
18. GENERAL
(a) This Agreement contains the entire agreement between the parties with respect to its subject matter.
(b) Each party will be fully responsible to the other party for any Loss suffered arising from or in connection with the acts or omissions of its partners, sub-contractors, contractors, assigns and all their employees, as if they were the acts and omissions of the relevant party.
(c) No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
(d) The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.
(e) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
(f) Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
(g) This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of Queensland, Australia. In relation to such matters each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction in Queensland and waives any right to object to the venue on any ground.
19. DEFINITIONS AND INTERPRETATION
19.1 DEFINITIONS
The following definitions apply unless the context requires otherwise.
Commencement Date is the date that you subscribe online, or if your use is the subject of a signed written agreement, the date set out in that signed written agreement as the Commencement Date.
Confidential Information means all non-public business or technical information, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement.
Confidential Information does not include information which party can demonstrate by written records was:
(a) already known to that party;
(b) received by that party from a third party not under a duty of confidence; or
(c) independently developed by that party by people who did not have access to the Confidential Information of the other party.
Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, or power, water and other utility shortage.
An Insolvency Event occurs in respect of a person where:
(a) a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
(b) a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
(c) a party becomes or is (including under legislation) deemed or presumed to be insolvent;
(d) a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business;
(e) any composition or arrangement is made with any one or more classes of its creditors;
(f) except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation;
(g) a party enters into liquidation whether compulsorily or voluntarily; or
(h) any analogous or comparable event takes place in any jurisdiction.
Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trade marks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.
Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments, and includes any Privacy Laws.
Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.
Personal Information has the meaning given to that term in the Privacy Act.
Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person’s direct or indirect control and includes any subcontractors.
Privacy Laws means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth).
Subscription Fee is specified when you take up a subscription online on our website.
User means you and users authorised by you to use the Service.
19.2 INTERPRETATION
Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.
(a) the singular includes the plural and conversely;
(b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(c) a reference to a person includes any body corporate, unincorporated body or other entity and conversely;
(d) a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns;
(e) a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;
(f) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
(g) a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;
(h) a reference to includes, means includes without limitation; and
(i) all references to $ are to Australian dollars, unless otherwise specified.
Our Contact Details and Address For Service
We can be contacted at:
[email protected]
Australia
Suite 15GF, 76 Brunswick St, Fortitude Valley QLD 4006
