Terms & Conditions

Welcome to Cimplico!

These terms and conditions (Terms) govern your subscription with Cimplico, and the products and services we offer, as described on our Website at https://www.cimplico.com.

By clicking the tick box below, submitting an application to subscribe for a Subscription, paying for your Subscription or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the ‘Client’, or ‘you’) and CIMPLICO AUSTRALIA PTY LTD ABN 96 634 479 315 (‘Cimplico, ‘our’, ‘we’ or ‘us’). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

Please note that, upon entering signing up to a Subscription in accordance with clause 1.1 below, your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 9.2. Please ensure you contact us if you want to cancel your Subscription.

We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

1. THE SOLUTION

1.1 YOUR SUBSCRIPTION AND THE SOLUTION

1. (Your Subscription) you can engage us to provide the Solution by creating an account via our Website and completing the relevant online forms to purchase the Solution package which you wish to receive (your Subscription).
2. (The Solution) The Solution includes, to the extent described in your Subscription, the Software, the Hosted Services and the Support Services.
3. (Scope of Subscription) Your Subscription includes the benefits and limitations set out on our Website for your Subscription, or as otherwise communicated to you when you subscribe for your Subscription (as amended from time to time by notice to you).
4. (Provide Information) As part of registering for, and your continued use of, your Subscription, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time. You warrant that any information you give to us in the course of completing the Subscription registration process is accurate, honest, correct and up to date.

1.2 THE SOFTWARE

1. During the Subscription Period, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for the Number of Solution Uses. If your Subscription does not specify a Number of Solution Uses, your licence to use the Solution under this clause will be limited to one (1) use (i.e. the Number of Solution Uses will be one (1)).
2. We may from time to time in our absolute discretion release enhancements to the Software, where enhancements means any upgraded, improved, modified or new versions of the Software. Any enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
3. We will provide the Software in accordance with all applicable laws.
4. Unless otherwise agreed in writing, we may refuse access, suspend access, or otherwise restrict access to all or any part of the Solution until you have paid the relevant instalment of Subscription

1.3 NO LEGAL OR FINANCIAL ADVICE, NO GUARANTEED OUTCOME

1. Cimplico does not provide legal or financial advice and no information provided as part of the Solution should be considered as, or is intended to be, legal or financial advice of any kind and should not be relied on as such.
2. All information provided as part of the Solution and/or your Subscription is general information only, based on the information you provide to us.
3. It is your sole obligation to ensure that the information you provide to us in respect of the Solution is complete and accurate in all respects and that any information which you receive from us in respect of the Solution meets the specific needs of your business and the purpose(s) for which you intend to use it.
4. You should obtain specific financial, legal or other professional advice before relying on the Solution. By not seeking such advice, you accept the risk that the information provided as part of the Solution may not meet the specific needs of your business and the purpose(s) for which you intend to use it.
5. We do not provide any guarantees or warranties as to any particular outcome in the provision of the Solution, or any particular decision from any authority on any issue. You rely on the information contained in the Solution at your own risk.

1.4 HOSTED SERVICES

If your Subscription includes services to host your website, application or other information or data (Hosted Services), the following terms apply unless otherwise specifically agreed in writing:

1. (hosting location) You acknowledge and agree that we may use storage servers to host the Software through cloud-based services, and potentially other locations outside Australia.
2. (service quality) While we will take reasonable steps to select an appropriate hosting provider, we do not guarantee that the hosting of the Software will be free from errors or defects or that the Software will be accessible or available at all times.
3. (security) We will take reasonable steps to ensure that Client Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
4. (backups & disaster recovery) In the event that Client Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects, and we will not be responsible or liable for any loss or damage which you may suffer as a result of any loss or corruption of Client Data. You are solely responsible for backing up your Client Data from time to time to avoid data loss.

1.5 SUPPORT

If the Solution includes services to provide you with support where necessary to resolve technical issues with the Software (Support Services), the following terms apply unless otherwise specifically agreed in writing:

1. We will take reasonable steps to provide Support Services, where necessary, in accordance with our current Service Levels, as notified to you from time to time (Service Levels). You must first endeavour to resolve any issues with the Software internally, including by consulting the relevant instructions, user guides, our Website and other documentation, and we will not assist with issues that are beyond our reasonable control.
2. You are responsible for all internal administration and managing access, including securely storing back-up passwords and assisting your Personnel to access and use the Software.
3. You will not have any claim for delay to your access to the Software due to any failure or delay in Support Services and we will not be responsible or liable for any loss or damage which you may suffer as a result of any failure or delay in Support Services.

1.6 THIRD PARTY SOFTWARE, TERMS & CONDITIONS

1. You acknowledge and agree that third party terms & conditions may apply to your use of the Solution, as updated from time to time (Third Party Terms), including Xero’s terms of use and other applicable terms and conditions (Xero’s Terms of Use are currently available at: https://www.xero.com/au/about/legal/terms)
2. You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
3. Without limiting clause 6(b), we will take reasonable steps to notify you of Third Party Terms where it is practicable to do so.
4. You acknowledge and agree that issues can arise with transferring data to software and between software, and when integrating software with other software. We cannot guarantee the integration processes to other software will be free from errors, defects or delay. You agree that we will not be liable for the functionality of any third party goods or services, including any software.

2. SUBSCRIPTION FEES AND PAYMENT

1. (Subscription Fee) You must pay fees to us in the amounts and at the times specified in the pricing section of the Website for your Subscription, or as otherwise agreed in writing between us (Subscription Fees).
2. All Subscription Fees must be paid in advance and are non-refundable, unless otherwise agreed by us in writing.
3. (Fees Not Payable In Advance) To the extent that Subscription Fees are not payable in advance, the following terms apply:
   1. (Fees) You must pay those Subscription Fees in the amounts and at the times set out on the relevant product page of our Website, or as otherwise agreed in writing.
   2. (Due dates) Unless otherwise agreed on our Website:
      1. if we issue an invoice to you, payment must be made by the time(s) specified on such invoice; and
      2. in all other circumstances, you must pay for all goods and services within 7 days of the date of the relevant invoice for amounts payable.
   3. (Late payments) If you fail to pay any Subscription Fees in the amounts and at the times they are due, you agree that we may in our discretion:
      1. immediately suspend or otherwise limit the provision of any Solution to you, and you release us from all liability for any loss that you may suffer in relation to such suspension; and
      2. charge you interest calculated at 20% per annum which will accrue daily and compound monthly in respect of the overdue amount from the due date for payment up to the date of actual payment of all amounts owed.
4. Unless otherwise agreed in writing, the Subscription Fees are due and payable on a monthly basis for the duration of the Subscription Period, with the first payment being due on the first day of the Subscription Period.
5. (Automatic Recurring Billing) Except in relation to Subscriptions for a one-off use, at the end of your Subscription Period, your Subscription will continue to renew on a monthly basis indefinitely, and you must pay Subscription Fees in respect of each monthly period, unless you notify us within 14 days of the expiry of the then current month that you want to cancel your Subscription. Otherwise, we will continue to debit the Subscription Fees from your account each month. We will not pay any charge back amount if you fail to cancel your Subscription in accordance with this clause. By choosing a recurring payment plan, you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorisation or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.
6. Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.
7. We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club). Any applicable surcharges will be stated at the time of subscribing to your Subscription, and may be amended from time to time by notice to you from us.
8. We reserve the right, from time to time, to change the Subscription Fees. We will notify you in advance if we do this.

3. YOUR OBLIGATIONS

1. You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
2. You must provide us with all documentation, information and assistance reasonably required for us to provide the Solution.
3. You agree to liaise with us as we reasonably request for the purpose of enabling us to provide the Solution.
4. You agree and warrant that you will not by using, receiving or requesting the Solution, or during your use of the Solution:
   • breach any applicable laws, rules and regulations (including any applicable privacy laws and any relevant industry codes) (Laws), or cause us to breach any Laws;
   • do anything which may cause us to breach any Law;
   • breach the direction of any government department or authority, including the Australian Taxation Office (ATO); or
   • infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.
5. You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
   • upload sensitive information or commercial secrets using the Software;
   • upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software;
   • upload any material that is owned or copyrighted by a third party;
   • make copies of the Documentation or the Software;
   • adapt, modify or tamper in any way with the Software;
   • remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
   • create derivative works from or translate the Software or Documentation;
   • publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
   • sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party;
   • decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
   • attempt to circumvent any technological protection mechanism or other security feature of the Software; or
   • permit any use of the Solution in addition to the Number of Solution Uses.
6. If you become aware of misuse of your Subscription or the Solution by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
7.  

4. USER OBLIGATIONS

You agree, and you must ensure that all Users agree:

1. to comply with each of your obligations in these Terms;
2. to only use the Solution in accordance with the relevant instructions, user guides and other documentation that is provided with the Solution, including on our Website;
3. that you remain responsible for, and in control of, any information which you provide to us via the Solution or otherwise in connection with your Subscription and the manner in which you authorise us to use that information;
4. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution or your Subscription;
5. to not share your account information with any other person and that any use of your account by any other person is strictly prohibited. You must immediately notify us of any unauthorised use of your account, password or email, or any other breach or potential breach of security that may impact the Solution, your Subscription or any other services provided by us (regardless of whether such services are being provided to you or to another party);
6. to not use the Solution for any purpose other than for the purpose for which it was designed, including in any manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
7. not to act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Solution;
8. you must not make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent;
9. that we may change any features of the Solution or your Subscription at any time on notice to you;
10. that information given to you through the Software, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
11. that we may cancel, suspend or otherwise restrict your account at any time if we consider, in our absolute discretion, that you are in breach or are likely to breach this clause 4.

5. POSTED MATERIALS

5.1 REPRESENTATIONS AND WARRANTIES

By providing or posting any information, materials or other content by you or a User in connection with the Software or the Solution (Posted Material), you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

1. you are and each User is authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide) and to grant us a licence under these Terms;
2. the Posted Material is complete, accurate and up to date at the time it is provided;
3. any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
4. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
5. the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
6. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
7. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system;
8. the Posted Material does not breach or infringe any applicable laws; and
9. you remain responsible for any Posted Material provided or posted by you or any User.

5.2 LICENCE OF POSTED MATERIALS

1. You grant, and must ensure that all Users grant, to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for us to use, exploit or otherwise enjoy the benefit of such Posted Material.
2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.
3. You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party’s Intellectual Property Rights.

6. INTELLECTUAL PROPERTY AND DATA

6.1 SOFTWARE CONTENT INTELLECTUAL PROPERTY

1. (Our ownership) We retain ownership of all materials provided to you throughout the course of your Subscription (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you under these Terms.
2. (Licence to you) You are granted a licence to the Software Content, for the Number of Solution Uses, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of receiving the benefit of the Software as set out in your Subscription. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Software Content without prior written consent from us or as otherwise permitted by law.

6.2 CLIENT DATA

Our Rights and Obligations

1. You represent and warrant that you are, and each User is, authorised to provide the Client Data and to grant us a licence under these Terms. You represent and warrant that you retain and, each User retains, effective control of how the Client Data is handled in connection with the Solution.
2. You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use Client Data to the extent reasonably required to provide the Solution.
3. To the extent Client Data is anonymised (including where it is anonymised by us), you grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and revocable licence (including the right to sublicense) to use, copy, modify, reproduce, adapt and create derivative works from any Client Data for product development, research and related purposes (including in connection with providing our services to third parties).
4. We will:
   1. establish, maintain and enforce safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Client Data;
   2. not make any undocumented, unreported or authorised configuration changes to our systems or to the information security controls that secure Client Data, if those changes would knowingly materially decrease the protections afforded to Client Data; and
   3. notify you of our current safety and security procedures and safeguards that are made from time to time.
5. We reserve the right to remove any Client Data, including where we deem Client Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

1. You give and ensure that each User gives each of the representations and warranties in clause 1 in respect of all Client Data.
2. You remain responsible for, and in control of, any Client Data, and the manner in which you authorise us to use it on your behalf.
3. You acknowledge and agree that the Solution provides outputs based on the Client Data you provide to us, and it is your sole responsibility to check and confirm the applicability, suitability and accuracy of any such inputs and outputs in each case, including in respect of any applicable tax rates, interest rates, calculations or otherwise.
4. You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, including any outputs created in connection with the Solution, to the extent such loss or damage is caused or contributed to by:
   1. any breach by you or a User of clause 2(f); or
   2. a delay or failure by you in confirming the applicability, suitability or accuracy of any inputs or outputs, including in respect of any applicable tax rates, interest rates, calculations or otherwise.
5. You:
   1. shall ensure that Client Data is shared by you or any User only with intended recipients; and
   2. warrant that our use of Client Data will not infringe any third-party Intellectual Property Rights; and
   3. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of any breach of clause 2.

7. CONFIDENTIALITY AND PRIVACY

1. Except as contemplated by these Terms, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
2. You agree to our Privacy Policy, located on our Website, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.
3. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breach).
4. The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation.

8. LIABILITY

8.1 WARRANTIES AND LIMITATIONS

1. (Warranties) We warrant that:
   1. the Hosted Services and Support Services will be provided by Personnel who have expertise in the provision of those services;
   2. during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
   3. to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
2. (Errors) We will correct any errors, bugs or defects in the Software which arise during the Subscription Period and which are notified to us by you unless the errors, bugs or defects:
   1. result from the interaction of the Software with any other solution or any computer hardware, software or services not approved in writing by us;
   2. result from any misuse of the Software; or
   3. result from the use of the Software by you other than in accordance with these Terms or the Documentation.
3. (Service Limitations) The Solution is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:
   1. the Solution will be free from errors or defects;
   2. the Solution will be accessible at all times;
   3. messages sent through the Solution will be delivered promptly, or delivered at all;
   4. information you receive or supply through the Solution will be secure or confidential; or
   5. any information provided through the Solution is accurate, complete or true.
4. (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee which may not lawfully be excluded, then, to the maximum extent permitted by applicable law, our liability for breach of that non-excludable condition, warranty or guarantee will, in our absolute discretion, be limited to:
   1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and
   2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

8.2 LIMITATION OF LIABILITY

To the maximum extent permitted by law, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms, the Solution or a Subscription:

1. is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and
2. is limited, insofar as concerns other liability, to the total money paid to us under these Terms in the 6 months prior to the date the event giving rise to the relevant liability occurs (or, where there are multiple events, the date of the first such event).

Nothing in these Terms is intended to limit the operation of the Competition and Consumer Act 2010 (Cth).

8.3 INDEMNITY

You indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise in connection with:

1. any breach of these Terms by you, your Personnel or a User; or
2. any act or omission of you, a User or your Personnel.

9. UPGRADES, DOWNGRADES AND CANCELLATION OF YOUR SUBSCRIPTION

9.1 UPGRADE AND DOWNGRADES

1. You may notify us that you would like to upgrade or downgrade your Subscription package at any time. If you do, we will:
   1. take reasonable steps to promptly provide you with access to the new Subscription (if your relevant product has Subscription allows for tiered packages); and
   2. if relevant, upon providing such access, apply the new, relevant Subscription Fees, in the monthly billing cycle immediately following the month in which your access to the new Subscription package was provided, and you will be charged at the new Subscription Fee in that subsequent month (subject to clause 1(b)
2. For the avoidance of doubt, if you choose to downgrade your Subscription, the new Subscription Fees will kick in at the start of the next billing cycle, unless we notify you otherwise. We generally don’t pro-rate downgrades in between billing cycles, however we reserve the right to do so from time to time.
3. To the extent that any Subscription Fees were paid upfront and/or in advance, such Subscription Fees will remain non-refundable, notwithstanding any downgrades in a Subscription.
4. These Terms will be taken to be amended in accordance with any changes agreed in accordance with clause 1(a).
5. If you choose to downgrade your Subscription, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of content, features, or capacity, including any Client Data in relation to a downgrade in your Subscription.

9.2 CANCELLATIONS

1. You may cancel your Subscription by notice to us. Your Subscription will end in the then current billing cycle, and you will be charged for that billing cycle.
2. To the extent that any Subscription Fees were paid upfront and/or in advance, such Subscription Fees will remain non-refundable, notwithstanding any cancellation of your Subscription.
3. Your licence to the Solution under these Terms will last for the remainder of the then current billing cycle to ensure you have an opportunity to retrieve all data you may need from the Software. Once the then current billing cycles ends, we will have no responsibility to store or otherwise retain any data, and you release us in respect of any loss or damage which may arise out of us not retaining any data beyond that point.
4. Your access to the Solution will be revoked at the end of the relevant billing cycle in which you cancel your Subscription by notice to us.

10. DISPUTES AND TERMINATION

10.1 DISPUTE RESOLUTION

1. The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this agreement prior to commencing any proceedings.
2. If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party or, if the party is an individual, that individual.
3. The parties acknowledge that compliance with this clause is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:
   1. in the case of applications for urgent interlocutory relief; or
   2. a breach by another party of this clause.

10.2 TERMINATION BY US

1. We may terminate these Terms or any Subscription in whole or in part immediately by written notice to you if:
   1. you are in breach of any term of these Terms or any part of a Subscription; or
   2. you become subject to any form of insolvency or bankruptcy administration or we determine that you are likely to be so.
2. Upon termination of these Terms by us, the Subscription Fees already paid will be non-refundable, and you must promptly pay:
   1. the remainder of the Subscription Fees applicable for the Subscription Period you had signed up for as if these Terms had not been terminated;
   2. our expenses to date; and
   3. any payments required by any of our suppliers to discontinue their work.

10.3 TERMINATION BY CLIENT

You may terminate these Terms if:

1. we have committed a material breach of these Terms or a Subscription and have failed to remedy the breach within 30 days’ written notice by you; or
2. we become subject to any form of insolvency or bankruptcy administration.

If you validly terminate in accordance with this clause, no further fees will be payable by you (unless later found that such termination was invalid).

11. NOTICES

A notice or other communication to a party under this agreement must be:

1. in writing and in English; and
2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond for the purposes of the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
3. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
   1. 24 hours after the email was sent; or
   2. when replied to by the other party,

whichever is earlier.

12. FORCE MAJEURE

Under no circumstances will we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

13. GENERAL

13.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

13.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

13.3 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

13.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

13.5 ASSIGNMENT

You cannot assign, novate or otherwise transfer any of your rights or obligations under this agreement without our prior written consent.

13.6 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

13.7 INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (gender) words indicating a gender includes the corresponding words of any other gender;
3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
9. (includes) the word “includes” and similar words in any form is not a word of limitation; and
10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS

Term	Definition
Client Data	means any documents or materials supplied by you to us under or in connection with these Terms or a Subscription, including any Intellectual Property Rights attaching to those materials.
Confidential Information	means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
Documentation	means all manuals, help files and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form.
Hosted Services	has the meaning given in clause 1.4.
Intellectual Property Rights	means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trademarks, designs, patents or other proprietary rights, Confidential Information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of these Terms, whether registered or unregistered.
Number of Solution Uses	means the number of uses that you may make of the Solution, in accordance with your Subscription. The Number of Solution Uses may refer to the number of Personnel who are permitted to use the Solution, or the number of digital connections you are permitted to make to the Solution, or any other metric to measure your use of the Solution, as set out on the Website.
Personnel	means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Software	means the software as described on our Website, and which is licenced to you in accordance with clauses 1.2 and 6.1(b).
Software Content	means all materials owned or licensed by us in connection with the Software and any Intellectual Property Rights attaching to those materials.
Solution	includes the Software, Hosted Services, and Support Services (and any other services to be provided to you under these Terms).
Subscription	has meaning given in the first paragraph of these Terms, and includes the limitations set out in clause 1.1(b) and on the Website.
Subscription Fees	has the meaning set out in clause 2(a) of these Terms.
Subscription Period	means the period of your Subscription to the Solution as agreed on the Website. To the extent that a Subscription is for a one-off use, the relevant “Subscription Period” will be:  If payment is to be made upfront for the Subscription, the period between the time the payment is made and the time you complete the one-off use; and  If payment is not to be made upfront, the period during which you are completing the one-off use.
Subscription Tier	has the meaning given in the first paragraph of these Terms.
Support Services	has the meaning given in clause 1.5.
User	means end users of your valid uses of the Solution, on your website or any other platform, and any other third party granted access to the Software by you.
User Data	means files, data, materials or any other information, which is uploaded to the Software by you or a User, including any Intellectual Property Rights attaching to those materials.
Website	means the website at the URL set out in the first paragraph of these Terms, and any other site operated by us in connection with the Solution.