Terms & Conditions

Acceptance
  1. The Site (defined below), the Services (defined below) and similar are provided to you by Us (defined below) and upon You using or accessing any part of the Site, the Services and similar and upon doing such you will be deemed to have accepted and consented to these Terms. As part of the process of gaining authorisation for access to the Site, the Services and/or similar you will have to expressly accept and consent to these Terms and you may have to expressly accept and consent to the terms, conditions and similar required by third party service providers and/or third party Websites that are required to access the Site, the Services and/or similar. We reserve the right to change these Terms at any time. Your continued use or access will constitute acceptance of any such changes from time to time.
Definitions
  1. Unless the context provides otherwise, the following words and phrases will have the meanings as set out hereafter,
“Terms”

means this agreement.

“We”, “Us” and “Our” and other similar forms

means the trustee of the “Cabranker Trading Trust”.

“Owner”

means the trustee of the “Cabranker Holding Trust”.

“You”, “Your” and other similar forms

means you in all legal capacities and includes without limitation all your principals, agents, contractors, employees, employers, partners, representatives, attorneys, guardians, administrators, liquidators, trustees, beneficiaries, beneficial owners, shareholders and similar from time to time.

“work”

has the same meaning under the Copyright Act 1968 (Cth) from time to time;

“trade mark”

has the same meaning under the Trade Marks Act 1995 (Cth) from time to time;

“Site”

means and includes without limitation this Website and any Mobile Phone Application;

“Website”

means one or more internet connected service of any kind, whether comprised of software or hardware or a combination of both, together with all other ancillary internet connected services, if any, provided by us, trelated persons, partners, joint venturers, trustees, fiduciaries, agents, contractors and/or unrelated third parties and are accessible by one or more devices of any kind, whether comprised of software or hardware of a combination of both, having access to and/or connected to the internet and includes without limitation any website and/or similar service accessible by web browsing software or such related software.

“Services”

means the services provided on, by and/or through the Site and any other third party Website.

“Mobile Phone Application”

means any Android and/or iPhone application owned by the Owner and licensed to us for, inter alia, distribution and use with this Website and/or the Services.

“Data”

means and includes without limitation

  1. information that describes your business and its operations, your services offered and/or supplied, any introductions made through the Site, the Services and/or similar as well as any similar and/or related data of the aforementioned;

  2. information that identifies a person; and

  3. information that identifies the network connection used to access the Site, the Services and/or similar from time to time.

“Personal Information”

has the same meaning as found in the Privacy Act 1988 (Cth).

Third Party Services and Third Party Websites
  1. You acknowledge that to use the Site, the Services and/or similar, we may require, use and/or redirect you to third party Websites and you acknowledge that-

    1. they are not owned and/or operated by the Owner and/or us;

    2. these services are being provided as a convenience to you;

    3. we do not imply any endorsement of any content produced by them;

    4. the availability of these services shall vary from time to time without notice;

    5. these services may be unreliable and may not be available from time to time without notice;

    6. these services may cease at any time and without notice;

    7. these services may require you from time to time to agree to terms and conditions, or similar, and that, at our election (which may be retrospectively exercised), those terms and conditions supplement these Terms and are incorporated into these Terms by way of reference mutatis mutandis.

User accounts
  1. Only persons located in Australia that are lawfully permitted to practice as a solicitor, barrister or similar in one or more Australian States or Territories are eligible to apply for an account to use the Services described in these Terms.

  2. Only solicitors, barristers and/or similar holding a practising certificate in their relevant jurisdictions may register and maintain an account with us and you warran that you hold, and will continue to hold, such practising certificate when creating an account with us.

  3. Where you cease holding a practising certificate in all Australian states and territories jurisdictions, you agree to notify us and immediately cease using your account.

  4. On each occassion you cease holding a practising certificate in an Australian state or territory, you will immediately update the information on your account.

  5. To register an account, you must provide us with all information requested by us from time to time (including without limitation at the time of registration) including without limitation your business or trade name, physical address, email, phone number, business identification number, URLs of any business related websites, the nature of your business or activities, and certain other information about you that we require. Until you have submitted, and we have reviewed and approved all required information, your account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

  1. At any time during the term of these Terms and your use of the Site, the Services and/or similar, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you (or any other person acting or purporting to act on your behalf), and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licences, or other information related to your business, its beneficial owners or principals. Your failure to provide this information may result in suspension or termination of your account.

  2. You authorise us to retrieve information about you from our service providers. You acknowledge that this may include your name, addresses, credit history, and other data about you. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our Site. You acknowledge that in some cases, such information may lead to suspension or termination of your account. We may periodically update this information as part of our risk analysis procedures.

  3. You agree to keep the information in your account current. You must promptly update your account with any changes affecting you, the nature of your business activities, or any other pertinent information. We may suspend your account or terminate these Terms if you fail to keep this information current.

  4. You also agree to promptly notify us in writing no more than three days after any of the following occur:

    1. you are the subject of any voluntary or involuntary insolvency petition or proceeding, are served with a statutory demand or notice of bankruptcy, receivership, bankruptcy, or similar action;

    2. there is an adverse change in your financial condition;

    3. there is a planned or anticipated liquidation or substantial change in the basic nature of your business;

    4. you transfer or sell 10% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or

    5. you receive a judgment, writ or warrant of attachment or execution, or levy against 10% or more of your total assets.

Use of the Site, the Services and similar
  1. You agree to only access and use the Site, the Services and/or similar as permitted by these Terms.

  2. You agree not to use any programmatic, robotic or any other automated means to access and/or use the Site, the Services and/or similar.

  3. You must comply with all directions given by us, including security measures and modes, when accessing the Site, the Services and/or similar.

  1. We provide Services to you but we have no way of knowing if any particular dealing, briefing, introduction, or such other similar transaction (each a “Transaction”) is accurate or correct, or typical for your business. You are responsible for knowing whether a Transaction initiated by you is erroneous or suspicious or contrary to law. If you are unsure if a Transaction is erroneous or suspicious or contrary to law, you agree to use best endeavours to research the Transaction before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous, illegal and/or fraudulent Transactions in connection with your use of the Services.
Services and Account Support
  1. You acknowledge that there is no support for the Site, the Services and/or similar and/or your account in relation to the aforementioned.

  2. We do not warrant that any third party will provide you with support in relation to your use of the Site, the Service and/or similar and/or any third-party Website, service and/or similar arising out of or incidental to your use of the Site, the Service and/or similar.

Service limitations and prohibited activities
  1. You must use the Site, the Services and similar in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Site, the Services and similar and to Transactions.
  1. You may not use the Site, the Services and/or similar to facilitate a Transactions that is illegal, unlawful, not permitted by these Terms or similar or to permit others to use the Site, the Services and/or similar for any non-commercial, personal, or household purposes. In addition, you may not allow, and may not allow others to:

    1. access or attempt to access non-public systems, programs, data, or services;

    2. copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Site, the Services and/or similar unless expressly permitted by applicable Laws;

    3. act as service bureau or pass-through agent for the Site, the Services and/or similar;

    4. transfer any rights granted to you under these Terms;

    5. work around any of the technical limitations of the Site, the Services and/or similar or enable functionality that is disabled or prohibited;

    6. reverse engineer or attempt to reverse engineer the Site, the Services and/or similar except as expressly permitted by Laws;

    7. perform or attempt to perform any actions that would interfere with the normal operation of the Site, the Services and/or similar or affect use of the Site, the Services and/or similar by our other users; or

    8. impose an unreasonable or disproportionately large load on the Site, the Service and/or similar.

Suspension of use
  1. If we suspect or know that you are using or have used the Site, the Services for unauthorised, fraudulent, illegal purposes and/or contrary to these Terms, we and/or any third party may share any information related to such activity with the appropriate financial institution, regulatory authority, and/or law enforcement agency consistent with our legal obligations. This information may include information about you, your account, and Transactions made through your use of the Site, the Services and/or similar.
Electronic Signatures and Notices
  1. By registering an account, you agree that such registration constitutes your electronic signature, and that, inter alia, each form submission made by you to the Site, the Services or similar constitutes your electronic signature, and you consent to electronic provision of all notices of any kind from us (“Notices”), including without limitation those required by Law. You also agree that your electronic signature will have the same legal effect as a physical signature.

  2. You agree that we can provide Notices to you through the Site, the Services and/or similar and/or by mailing Notices to the email or physical addresses identified in your account. Notices may include notifications about your account, changes to the Site, the Services and/or similar, changes to these Terms or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider, and you will be deemed, that a Notice has been delivered to and received by you within 24 hours of the time a Notice is either posted or emailed to you.

  3. Due to the nature of the Site, the Services and similar, you will not be able to begin using the Site, the Services and/or similar without agreeing to these Terms, including without limitation the electronic delivery of Notices as per these Terms. You may only choose to withdraw your consent to receive Notices electronically by terminating your account.

Termination
  1. These Terms are effective upon the date you first access or use the Site, the Services and/or similar, whichever is earlier, and continues until terminated by you or us.

  2. You may terminate these Terms by closing your account at any time by informing us by email and your account will be terminated upon us acknowledge receipt of your request by email.

  1. We may terminate these Terms and close your account at any time for any reason by providing you Notice and may do so for any reasons pursuant to our unfettered discretion and may act unreasonably in doing so.

  2. Termination does not immediately relieve you of obligations incurred by you under these Terms. Upon termination, you agree to

    1. complete all pending Transactions;

    2. stop accepting new Transactions through the Service; and

    3. immediately remove all references to the Site, the Services and similar from your website.

  3. In addition, you understand and agree that upon termination

    1. all licences granted to you under these Terms will end;

    2. we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers at any time;

    3. we will not be liable to you for compensation, reimbursement, and/or damages related to your use of the Services, and/or any termination or suspension of the Services and/or deletion of your information or account data; and

    4. you are still liable to us for any fines, penalties and/or other financial obligation incurred by you or through your use of the Services prior to termination.

Intellectual Property
  1. The Owner exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Site, the Services and similar (collectively, the “IP”) or any copies thereof. The IP is protected by copyright, trade secret, patent, and/or other intellectual property Laws, and the Owner reserves all rights in the IP.

  2. If you submit an idea, proposal, suggestion or similar (“Idea”) to us and/or the Owner or any other related person, employee, contractor, agent and/or similar, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that none of the abovementioned persons have any fiduciary and/or any other obligation to you in connection with any Idea you submit, and that we are free to use your Ideas without any attribution, compensation, fee and/or similar to you and that where we elect to note your attribution, you consent to us noting your attribution without compensation, royalty, fee and/or similar.

  3. We warrant that we are authorised to license the IP, or parts thereof, in accordance with these Terms.

  4. We grant you a nonexclusive and non-transferable licence to electronically access and use the IP only in accordance with these Terms. We do not sell to you, and you do not have the right to sub-licence the IP. We may make additions, updates and similar to the IP, the Site, the Services and/or similar available to you automatically as electronically published by the Owner and/or us, but we may require action on your part before you may use the IP, the Site, the Services and/or similar (including activation and/or acceptance of new or additional terms). The Owner and/or us may revoke or terminate this licence at any time with or without Notice and pursuant to its/our unfettered discretion and may act unreasonably when doing so.

  5. You may not:

    1. claim or register ownership of IP on your behalf or on behalf of others;

    2. sublicence any rights in IP granted by us;

    3. import or export any IP to a person or country in violation of any country’s export control Laws;

    4. use IP in a manner that violates these Terms or Laws; or

    5. attempt to do any of the foregoing.

Dormant accounts
  1. If your account is not used for a period of 6 months or more, we will deem your account to be dormant and we may terminate your account pursuant to our unfettered discretion and may act unreasonably when doing so.
Confidentiality
  1. We will only use Data as permitted by these Terms, by other agreements between you and us, or as otherwise directed by you. You will protect all Data you receive through the Site, the Services and/or similar, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Site, the Services and/or similar and as permitted by these Terms or by other agreements between you and us. Neither party may use any Data to market to your customers unless we have received the express consent from those said customers. You may not disclose the Data to others except in connection with processing Transactions requested by customers, your barrister clerk (if applicable), your professional associations, your obligations under the applicable Laws.

  2. At present, we are not required by the applicable Laws to maintain a privacy policy. In the event that we form the view that such applicable Laws may be applicable, these Terms will be amended in accordance with these Terms to provide such relevant policies.

  3. You affirm that you are now and will continue to be compliant with all applicable Laws governing privacy and your use of Data that you provide to us or access through your use of the Site, the Services and/or similar. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to us and to allow us to collect, use, retain, and disclose any Data that you provide to us or authorise us to collect, including Data that we may collect directly from your customers using cookies or other similar means. As may be required by Law and in connection with these Terms, you are solely responsible for disclosing to your customers that we may receive Data from you.

  4. If we become aware of an unauthorised acquisition, disclosure and/or loss of Data on the Site, the Services and/or similar we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorised acquisition, disclosure or loss to help you mitigate any negative impact on the customer.

  5. Notwithstanding that we do not have any current privacy policies, in the event that the Privacy Act 1988 (Cth) applies to any Data, the Site, the Services and/or similar, we may disclose your Personal Information to our related entities or third parties located in countries where the laws on the collection, use and disclosure of Personal Information are less stringent or protective than Australia. If you enter this agreement, you consent to the disclosure of your Personal Information overseas and Australia Privacy Principle 8.1 (as set out in the Privacy Act 1988 (Cth)) will not apply to this disclosure.

Security
  1. You acknowledge that no security system is impenetrable and that we cannot guarantee that unauthorised parties will never be able to defeat our security measures or misuse any Data in our possession. You provide Data (and Personal Information) to us with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement the security controls we may recommend, suggest and/or require as well as any additional controls that meet your specific requirements.

  2. Pursuant to our unfettered discretion, we may take any action, including suspension and/or termination of your account as well as the deletion of any Data, to maintain the integrity and security of the Site, the Services and/or similar and/or Data, or to prevent harm to you, us, your customers, or others. You waive any right to make a claim against us for losses you incur that may result from our actions. We may act unreasonably when exercising such discretion.

  3. You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorised to access or handle. You will comply with applicable Laws when handling or maintaining Data (including without limitation Personal Information), and will provide evidence of your compliance to us and to our satisfaction upon our request. If you do not provide evidence of such compliance to our satisfaction, pursuant to our unfettered discretion, we may suspend transactions on your account and/or terminate these Terms. We may act unreasonably when exercising such discretion.

  4. We may provide, suggest, recommend and/or require security controls to you, but we cannot guarantee that you or your customers will never become victims of fraud.

  5. Any security controls we provide, suggest, recommend and/or require may include without limitation processes or applications developed by us, affiliates, and/or other related persons.

  6. You agree to review all the aforementioned security controls and choose those that are appropriate for your business to protect against unauthorised Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. You agree to seek independent advice when doing so and that you will not rely on us.

  7. If you disable or fail to properly use any of the aforementioned security controls, you will increase the likelihood of unauthorised Transactions, disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen Credentials (defined below) or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement security controls will only increase the risk of fraud.

  1. You waive any right to bring a claim against us for any losses that result from the use of lost or stolen Credentials (defined below) or accounts to engage in fraudulent Transactions, unless such losses result from our wilful or intentional actions. Further, you will fully reimburse and indemnify us for any damages (whether direct, indirect and/or consequential), losses (including without limitation any loss of business, loss of reputation, loss of business opportunity, loss or chance and/or similar), costs, penalties, fines and/or similar arising out of or incidental to the use of lost or stolen Credentials (defined below) or accounts.
  1. Without limiting the aforementioned, you acknowledge that you are responsible for securing your account — do not publish or share your passwords, keys and/or similar (“Credentials”) with any unauthorised persons. Failure to secure your Credentials will increase the likelihood of fraud on your account and potential losses to you and/or your customers. You agree to contact us immediately if you become aware of any unauthorised use of your Credentials or any other breach of security regarding the Site, the Services and/or similar.
Disclaimer
  1. Without limiting the abovementioned, and in addition to any terms herein to our benefit and/or the benefit of any third-party, you agree to the following.

  2. We are not in the business of providing professional advice, recommendations or similar and give no warranty, guarantee or representation about the accuracy, reliability, suitability or timeliness or otherwise, of any introduction, information and/or similar provided by the Site, the Services, any third party Websites and/or similar.

  3. To the full extent permitted by law we disclaim all warranties, express or implied, regarding:

    1. the accuracy, completeness, reliability, suitability timeliness or otherwise of any introduction, information and/or similar provided by Site, the Services, any third party Websites and/or similar; and

    2. merchantability or fitness for any particular purpose for any service or product contained, referred to or redirected to on or by the Site, the Services, any third party Websites and/or similar.

  4. We will not be liable under any circumstances for any loss (including without limitation any loss of profits, loss of opportunity, loss of chance and/or similar), any damages of any kind (whether direct, indirect and/or consequential) recognised by law (including without limitation such loss and/or damage caused by negligence, breach of a statute and/or similar), costs, interests, penalties and/or similar which are a direct and/or indirect consequence of you acting, or failing to act, on any introduction, information and/or similar provided by the Site, the Services, any third party Websites and/or similar and/or you using, or failing to use, the Site, the Services, any third party Websites and/or similar.

  5. We do not warrant, guarantee and/or make any representation that:

    1. the servers and data of the Site, the Services, any third party Websites and/or similar are free of software viruses, malware, randsomware, security flaws, exploits and/or similar;

    2. the functions and services provided by the Site, the Services, any third party Websites and/or similar will operate uninterrupted and/or are error-free; and

    3. any errors, defects, shortcomings, inaccuracies and similar caused, whether directly or indirectly, by the Site, the Services, third party Websites and/or similar will be corrected, rectified, repaired, implemented or similar.

  6. We are not whatsoever liable to you for:

    1. any errors, defects, shortcomings, inaccuracies and similar caused, whether directly or indirectly, by the Site, the Services, third party Websites and/or similar; and

    2. delays to, interruptions of or cessation of the services provided, whether directly or indirectly, by the Site, the Services, third party Websites and/or similar.

  7. Furthermore, and without limiting the aforementioned and/or any term herein-

WE PROVIDE THE SERVICES AND IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY US OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM US AND/OR A RELATED PERSON, AND WHETHER OR NOT ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM US AND/OR SUCH RELATED PERSON TO YOU.

YOU AFFIRM THAT WE DO NOT CONTROL THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS OR THE REPRESENTATIONS, ASSURANCES, GUARANTEES YOU PROVIDE IN RELATION TO THE SAME. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO, OR WILL COMPLETE ANY TRANSACTION.

WE AND OUR RELATED PERSONS DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE:

  1. THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES;

  2. THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS;

  3. THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE;

  4. THAT ANY DEFECTS OR ERRORS IN THE SITE, SERVICES, DOCUMENTATION, OR DATA WILL BE CORRECTED;

  1. THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD:

  1. CONTRAVENE THAT LAW; OR

  2. CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

  1. To the extent that you acquire goods or services from us as a consumer within the meaning of the Australian Consumer Law, you have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted or modified by agreement. To the extent that the Australian Consumer Law permits us to limit our liability, then our liability shall be limited to:
  1. in the case of services, supplying the services again or payment of the cost of having the services supplied again; and

  2. in the case of goods, replacing the goods, supplying equivalent goods or repairing the goods, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.

Limitation of Liability
  1. Where one or more clauses under the heading “Disclaimer” do not apply to you because of one or more Laws or other circumstances then the clauses under this heading “Limitation of Liability” apply to you.

  2. To the full extent permitted by law, and insofar that these Terms and/or any laws do not bar or limit your claims, demands, actions and/or similar against us, then we may elect, at any time whatsoever, do one or more of the following,

    1. supply you with the services or equivalent services originally intended to be provided, whether directly or indirectly, by the Site, the Services, third party Websites and/or similar and/or pay you the costs of having such supply of equivalent services provided; and/or

    2. terminate these Terms and refuse to allow you to use the Site, the Services and/or similar.

  3. To the extent permitted by applicable Law, under no circumstances will we, any related person and/or any third party be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Site, the Services and/or similar or for the unavailability of any of the aforementioned, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to these Terms or your use of the Site, the Services and/or similar, even if such damages are foreseeable, and whether or not you have been advised of the possibility of such damages. We, our related entities, and our third parties are not liable, and deny responsibility for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorised access or use of the Site, the Services and/or similar, your account, or Data, or your failure to use or implement anti-fraud measures, the security controls (as mentioned herein), or any other data security measure. We, our related entities and all third parties further deny responsibility for all liability and damages to you or others caused by

    1. your access or use of the Site, the Services and/or similar;

    2. any unauthorised access of servers, infrastructure, or Data used in connection with the Site, the Services and/or similar;

    3. interruptions or cessation of the Site, the Services and/or similar;

    4. any bugs, viruses, or other harmful code that may be transmitted to or through the Site, the Services and/or similar;

    5. any errors, inaccuracies, omissions, or losses in or to any Data provided to us;

    6. third-party content provided by you; or

    7. the defamatory, offensive, or illegal conduct of others.

  4. You agree to limit any additional liability not disclaimed or denied by us, our related entities and/or any third party under these Terms to your direct and documented damages and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to us during the three-month period immediately preceding the event that gave rise to your claim for damages.

  5. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including without limitation contract, tort (including without limitation negligence), strict liability, statute, or any other theory or basis.

Responding to Legal Process
  1. We and our related persons may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid.

  2. We and our related persons may deliver or hold any Data as required under such Legal Process. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. We and our related persons are not responsible for any costs, losses, damages (whether direct or indirect or consequential) or similar, that you may incur as a result of our response or compliance with a Legal Process.

Disclosure to third parties
  1. Where we have reasonable grounds to suspect that you have breached these Terms and/or the terms and conditions of a third party Website and/or similar, we may pursuant to our unfettered discretion, and acting unreasonably, disclose information, data and similar to the relevant third parties, including without limitation your personal information to the operators of third party Website and/or similar.
Termination of access
  1. We may pursuant to our unfettered discretion and acting unreasonably terminate your access to the Site, the Services, third party Websites and/or similar at any time without giving any explanation, justification, reasons, notification and/or similar for the termination of access, and we have no liability for any costs, losses, damages (whether direct, indirect and/or consequential) of any kind arising out of or incidental to your access to the aforementioned being terminated.
Jurisdiction
  1. These Terms will be governed by and interpreted in accordance with the law of the State of Victoria, Australia, without giving effect to any principles of conflicts of laws.

  2. You agree to the exclusive jurisdiction of the courts of the State of Victoria, Australia to determine any dispute arising out of these Terms.

No clerking service
  1. You agree and acknowledge that the services provided by us (including without limitation the Services), the Site, the Services, third party Websites and/or similar do not amount to clerking service and/or similar.
Entire Agreement
  1. These Terms and all policies and procedures that are incorporated by reference constitute the entire agreement between you and us for provision and use of the Site, the Services and/or similar. Except where expressly stated otherwise in a writing executed between you and us, these Terms will prevail over any conflicting policy or agreement for the provision or use of the Site, the Services and/or similar. These Terms sets forth your exclusive remedies with respect to the Site, the Services and/or similar.
Severance of terms
  1. If any provision or portion of these Terms are held to be invalid, void, unlawful and/or unenforceable under Law, then it will be rewritten and interpreted to accomplish the objectives of such provision to the greatest extent possible and in favour of us, and all remaining provisions will continue in full force and effect, but insofar such is not possible then such clause is to be severed.
No merger
  1. Insofar that any clause could apply after the termination of these Terms, then such clause will survive any termination and continuing to apply.
Your Representations and Warranties
  1. By accepting these Terms, you represent and warrant that:

    1. you are eligible to register and use the Services and have the authority to execute and perform the obligations required by these Terms;

    2. any information you provide us about your business, products, or services is accurate and complete;

    3. you will fulfil all of your obligations to your customers and will resolve all disputes with them without our involvement whatsoever;

    4. you will comply with all Laws applicable to your business and use of the Site, the Services and/or similar;

    5. you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.

Your liability for third-party claims against us
  1. You agree to defend us, our related persons, all third parties, our affiliates, and each of the aforementioned’s respective employees, agents, contractors and service providers against any claim, suit, demand, loss, liability, damage, action, or proceeding (each being a “Claim”) brought by any third party against one or more of the aforementioned persons, and you agree to fully reimburse those aforementioned persons for any Claims that result from:

    1. your breach of any provision of these Terms;

    2. any fees, fines, penalties, dispute associated items, any other liability we incur that results from your use of the Site, the Services and/or similar;

    3. negligent, reckless and/or wilful actions and/or omissions by you and/or one or more of your employees, contractors, or agents; and/or

    4. contractual or other relationships between you and your customers.

Force Majeure
  1. Neither party nor any third-party will be liable for any delays in processing or other non-performance caused by telecommunications and/or utility failures, equipment failures, labour strikes, riots, war, terrorist attacks, disease, non-performance of our vendors and/or suppliers, fires, explosions, acts of nature or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay any fees, fines, penalties, disputes associated items and/or similar under these Terms.
No agency, third party services
  1. Nothing in these Terms serve to establish a partnership, joint venture, trust, agency, fiduciary relationship and/or similar between you and us, any related person and/or any third party. You acknowledge that each of the aforementioned are independent contractors. Nevertheless, you consent to such third parties and/or us relying upon these Terms as a bar, waiver, acquiescence and/or similar insofar you make, or threaten to make, a claim, demand and/or similar against such third parties and/or us.

  2. We may reference or provide access to third-party Websites, services, products, and promotions that utilise, integrate, or provide ancillary services to the Services, Site and/or similar (“Third-Party Services”). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. You access and use any Third-Party Service based on your own evaluation and at your own risk. You understand that your use of any Third-Party Service is not governed by these Terms. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy (if any) is no longer in effect. Your use of a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms of use and privacy policies.

Right to audit
  1. If we suspect that a security breach, leak, loss, or compromise of Data, the Site, the Services, our systems, any other website or application of ours and/or third party and/or similar, has occurred on your systems, website, we may require a third-party (to be approved by us at the relevant time and pursuant to our unfettered discretion) to conduct a security audit of the aforementioned or part thereof. If we suspect that such arises out of or is incidental to your account, your systems, your network connection and/or similar, we may (without notice to you) suspend and/or terminate your account and/or access to the Site, the Services and/or similar pursuant to our unfettered discretion and may act unreasonably in doing so.
Assignment
  1. You may not assign these Terms, any rights or licences granted by these Terms, your account and similar to others without our prior written and signed consent. If you wish to make such an assignment, please contact us. You will be required to pay all of our legal costs on an indemnity basis in relation to and/or arising out of your request for consent. We may refuse to consent to such assignment until our legal costs are fully paid. We may, pursuant to our unfettered discretion and acting unreasonably, refuse your request for consent. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with these Terms and any additional terms we propose. We may assign these Terms without your consent or any other restriction. If we make an assignment, we will provide notice to you as per these Terms.
Right to amend
  1. We have the right to change or add to these Terms at any time, and to change, delete, discontinue, or impose conditions on use of the Site, the Services and/or similar by posting or publishing such changes on or through our Site, the Services and/or similar, any other Website we maintain or own and/or similar. We may also provide you with such notice by email to you.

  2. Your use of the Site, the Services, any Data and/or similar after we publish any such changes pursuant to these Terms, constitutes your acceptance of the terms as varied.

Last updated: 2024-02-21

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