ACCESS FLOW GLOBAL PTY LTD’S WEBSITE SAAS TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING OUR WEBSITE OR SERVICES.  BY ACCESSING OR USING OUR WEBSITE OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MUST NOT ACCESS OR USE OUR WEBSITE OR SERVICES.

1.        About this Website

Access Flow Global Pty Ltd (“we”, “us” or “our”) operates this website (“Website”) for purposes relating to providing building and facility visitor and contractor management software-as-a-service (SaaS) services (“Services”).  When accessing or using our Website or Services, you must at all times comply with these terms of use (“Terms of Use”).  In these Terms of Use, a reference to our Website includes all information, documents, files, text, logos, graphics, images, photographs, videos, material and other content (“Website Content”) available on or through our Website.

2.        Terms of Use

Legally binding Terms of Use

By accessing or using our Website or Services, you agree to be bound by these Terms of Use, which constitute a legally binding agreement between you and us that applies to all matters arising out of, or in connection with, our Website or Services.  If you are a representative of an organisation, then you agree to be bound by these Terms of Use on behalf of your organisation, and you warrant that you have full legal authority to bind your organisation to these Terms of Use.  If you do not agree to be bound by all of these Terms of Use, then you must not access or use our Website.

Complying with Terms of Use

When accessing or using our Website or Services, you must at all times comply with these Terms of Use, any directions we give you and all applicable laws.  You must ensure that any person you authorise to access or use our Website or Services on your behalf at all times complies with these Terms of Use, any directions we give you and all applicable laws when accessing or using our Website or Services.  These Terms of Use include our Privacy Policy and any other terms and conditions, policies or procedures available on our Website or through our Services or otherwise notified by us from time to time.  We reserve the right to audit your use of our Services to ensure compliance with these Terms of Use.  In the event of a conflict between the provisions of these Terms of Use and any such other terms and conditions or policies, then these Terms of Use will prevail to the extent of the inconsistency unless otherwise expressly stated.  In these Terms of Use, the meaning of general words is not limited by specific examples introduced by including, for example, or similar expressions.

Updates of Terms of Use

We reserve the right, in our sole discretion, to amend these Terms of Use by giving you at least 30 days’ prior notice.  You will be deemed to have agreed to be bound by such amended Terms of Use by continuing to access or use our Website or Services after the expiry of that notice period.  You are responsible for regularly reviewing the current Terms of Use available on our Website each time before using our Website or Services.  If at any time you do not agree to the current Terms of Use, then you must immediately cease accessing and using our Website and Services.

3.        Website Content

Acknowledgements

You acknowledge and agree that: (i) the Website Content is general in nature and made available to you for use for non-commercial purposes unless otherwise specified in these Terms of Use; (ii) the Website Content is not intended to be relied upon as advice for any particular purpose; (iii) you use any Website Content solely at your own risk; and (iv) the Website Content may be changed, modified, altered, removed or updated at any time without notice to you.  You may request that we provide you with advice that applies to your specific circumstances.

Accuracy

Although we seek to ensure that the Website Content is accurate, complete and up-to-date, we do not make or give any representation or any warranty in respect of the Website Content including, without limitation, any representation or warranty that the Website Content is accurate, complete or up-to-date.

Prohibited uses

You must not: (i) copy, reproduce, adapt, modify, distribute, republish, resell, download, display, communicate or transmit in any form, or by any means, any Website Content except to the extent expressly permitted by these Terms of Use; or (ii) access or use any Website Content otherwise than strictly in accordance with these Terms of Use.

4.        User Registration

Registration requirement

You must register on our Website to purchase or use our Services.  In order to register on our Website to use our Services you must be at least 18 years of age.

Registration information

You agree that all information including, without limitation, credit card or other payment information which you provide to us for the purpose of registering to use our Services will be accurate, complete and current.  You agree to maintain the accuracy, completeness and currency of such information whilst you remain a registered user of our Services.  We are not responsible for any loss or damage that you suffer as a result of us or any other user or third party relying upon any such information that is not accurate, complete and current.

Registration refusal and cancellation

We reserve the right, in our sole discretion, to refuse to register you to use our Services for any reason including, without limitation, if you provide us with any information that is not accurate, complete, and current.

Account security

You must at all times keep your password for your account for our Services secure and confidential.  You must immediately notify us and change your password if you suspect or become aware that another person has made or may make unauthorised use of your account.  You must not: (i) knowingly allow another person to use your account to access our Services; or (ii) use another user’s account to access our Services.  You are solely responsible for all use made of our Services when a person uses your account to access our Services.

5.        SaaS Services

Licence

Subject to you complying with these Terms of Use, we grant to you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use our Services subject to and in accordance with these Terms of Use.

Directions, information and assistance

You agree to: (i) comply with any directions given by us relating to your use of our Services from time to time; and (ii) provide us with any information or assistance requested by us for the purpose of providing our Services to you.

Maintenance

We will use our best endeavours to (i) give you 7 days’ notice of any scheduled maintenance during which all or part of our Services will not be available to you; and (ii) provide you with as much notice as possible of any unscheduled maintenance during which all or any part of our Services will not be available to you.

Errors and defects

You agree to promptly notify us if you become aware that our Services have any error or defect at any time. We will investigate and attempt to arrange the rectification or correction of any error or defect affecting our Services as soon as reasonably practicable.  You agree to provide us with any information or assistance reasonably requested by us for the purpose of rectifying any error or defect affecting our Services.  We will not be responsible for any error or defect affecting our Services if the error or defect relates to your equipment, facilities or services (including, without limitation, hardware, software, systems and Internet access) or the incorrect operation of such equipment, facilities or services.

Acknowledgements

You acknowledge and agree that: (i) we will use commercially reasonable endeavours to correct any errors or defects with our Services; (ii) we do not represent or warrant that all errors or defects with our Services will be able to be corrected; (iii) we may update, change, modify, alter, restrict, limit, suspend, withdraw or discontinue any part of our Services at any time if, in our opinion, such update, change, modification, alteration, restriction, limitation, suspension, withdrawal or discontinuance will not cause a material degradation of our Services; (iv) we will use industry-standard precautions, including current virus protection software, to prevent the introduction of any virus into our Services; (v) you are solely responsible for providing your own equipment, facilities and services (including, without limitation, hardware, software, systems and Internet access) necessary for accessing and using our Services; (vi) we do not guarantee that any particular equipment, facilities or services (including, without limitation, hardware, software, systems and Internet access) will be compatible with our Services; (vii) if you access our Services using an application developed by a third party then you will be responsible for complying with the applicable terms and conditions of the third party; and (viii) we will not be responsible for your inability to access or use our Services arising out of, or in connection with, any defect, failure or fault relating to your equipment, facilities or services (including, without limitation, hardware, software, systems and Internet access).

Prohibited uses

You must not: (i) copy, reproduce, adapt, modify, distribute, republish, resell, download, display, communicate or transmit in any form or by any means all or any part of our Services without our prior written approval except to the extent expressly permitted by these Terms of Use; (ii) interfere with, impair or disrupt the use of our Services by any other user; (iii) interfere with, impair or breach any security or authentication measures of our Services; (iv) develop or use any third-party application or other software that interacts with our Services without our prior written approval; (vi) reverse engineer, decompile or disassemble our Services except to the extent permitted by law; (vii) access or use our Services to distribute any virus or other harmful code; (viii) access or use our Services to engage in any fraudulent activity or any other activity that we determine, in our sole discretion, to be inappropriate or unsuitable; (ix) access or use our Services for any purpose that may damage or adversely affect our business interests including, without limitation, for the purpose of operating a business which competes with our business or soliciting users to use any service which competes with our Services; (x) access or use our Services in any way that may damage or adversely affect our reputation or goodwill or the reputation or goodwill of any other user; (xi) access or use our Services in breach of any applicable law; or (xii) access or use our Services otherwise than strictly in accordance with these Terms of Use.

6.        Client Data

Ownership

Subject to any lien arising due to unpaid fees or charges, we acknowledge and agree that you will retain ownership of all data you store using our Services (“Client Data”). We agree not to disclose any Client Data to any third party without your consent except to the extent the disclosure is made to perform our obligations or exercise our rights under these Terms of Use.

Acknowledgements

You acknowledge and agree that: (i) we will use industry-standard precautions to protect the security of any Client Data that is stored using our Services; (ii) you will be responsible for ensuring the integrity of all Client Data; (iii) you will be solely responsible for regularly backing up all Client Data and validating the integrity of such backups on an environment separate from the Services; (iv) any backup copies of any of Client Data which we make may not be accurate, current, complete or reliable; (v) you delete any Client Data solely at your own risk; (vi) you will be responsible for retrieving a copy of all Client Data before the expiry or earlier termination of our Services; (vii) you will not be permitted to access any Client Data after the expiry or termination of our Services; (viii) we may delete any Client Data at any time after the termination of our Services; (ix) the Internet is an inherently insecure medium and that no transmission of Client Data over the Internet can be guaranteed as totally secure; (x) any Client Data is transmitted to and from our Services over the Internet at your own risk; and (xi) we are not responsible to you or any third party for any unauthorised access to any Client Data or any unauthorised access to or use of our Services that is not solely caused by our failure to use industry-standard precautions to protect the security of any Client Data which is stored using our Services.

7.        Fees and Charges

Payment of fees and charges

You must pay to us all fees and charges specified on our Website for the use of our Services.  We may at any time change these fees and charges by giving you at least 30 days’ prior notice of new fees and charges.  If you do not agree to the new fees and charges then you must cease using our Services upon the expiry of that notice period.

Overdue fees and charges

All fees and charges will be due and payable by you immediately upon your receipt of an invoice from us.  You agree to pay us interest on any fees or charges due and not paid within the time required by these Terms of Use at the maximum corporate overdraft rate of the Commonwealth Bank of Australia (or any replacement overdraft rate) from receipt of any late payment notice until the amount is paid in full.

Deductions

You agree to reimburse us for the amount of all costs, charges and expenses arising out of, or in connection with, any chargebacks, transaction reversals or refunds in respect of any payments made by you for any of our Services.

Taxes and Government Charges

8.        Interpretation

In this clause, “GST Law” has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and any term defined in the GST Law has that defined meaning where the context permits.

Charges exclusive of taxes

All fees and charges specified on our Website are exclusive of all taxes (including, without limitation, GST), duties and government charges imposed or levied in connection with the provision of any Services unless otherwise specified.

Taxes responsibility

Subject to the other provisions of this clause, you are solely responsible for all existing and new taxes, duties and government charges imposed or levied in connection with the provision of our Services.

Payment of GST on supplies

If a party makes a supply under, or in connection with, these Terms of Use in respect of which GST is payable then the other party must pay to the first-mentioned party an additional amount equal to the GST payable on the supply at the same time and in the same manner as any consideration is payable for the supply.

9.        Intellectual Property Rights

Intellectual Property Rights in Client Data

We acknowledge and agree that all intellectual property rights (including, without limitation, all copyright, patents, trade marks, design rights, trade secrets, know-how and other rights of a similar nature existing anywhere in the world) (“Intellectual Property Rights”) in all Client Data will at all times remained owned by you and your third party licensors.

Licence to Use Client Data

You grant to us a non-exclusive, non-transferable, worldwide, royalty-free licence (with the right to sub-licence where required to provide any Services) to use all Client Data for the purpose of providing any Services to you and otherwise performing our obligations and exercising our rights under these Terms of Use.  You represent and warrant to us that our use of any Client Data will not infringe any third party’s Intellectual Property Rights.

Intellectual Property Rights in Website and Services

You acknowledge and agree that: (i) all Intellectual Property Rights in our Website and Services (including, without limitation, any update, change, modification or alteration made to our Website or Services whether or not as a result of any suggestions, ideas, enhancement requests, feedback or recommendations provided by you) will at all times remain owned by us and our third party licensors; and (ii) you acquire no rights or licences in respect of our Website or Services except as expressly provided in these Terms of Use.  You agree not to take any action that is inconsistent with our Intellectual Property Rights in our Website or Services.

Third party claims

Subject to the excluded actions below, we agree to defend any action brought against you which claims that your use of our Services infringes any Intellectual Property Rights of a third party and will pay all costs and damages finally awarded against you and which are attributable to the claim provided that you: (i) promptly notify us in writing of any infringement, suspected infringement or alleged infringement of such Intellectual Property Rights of a third party; (ii) give us sole control of the defence of the claim including, without limitation, sole control of the negotiations for settlement or compromise of the claim; (iii) have not admitted and do not admit any liability for the alleged infringement of Intellectual Property Rights or otherwise prejudiced our ability to defend the claim; (iv) provide us with all assistance and cooperation in conducting the defence of the claim or negotiating the settlement or compromise of the claim as we may reasonably require; and (v) permit us at our option to: (A) update, change, modify or alter our Services to avoid continuing infringement; (B) procure for you the right to continue using our Services; or (C) terminate the provision of our Services and refund to you any fees or charges paid for the period during which you are unable to effectively use our Services.

Excluded claims

We are not required to defend any action brought against you where the infringement, suspected infringement or alleged infringement of the Intellectual Property Rights of a third party in respect of your use of our Services arises from: (i) use of our Services in combination with any other service or product not approved by us; (ii) any update, change, modification or alteration or amendment made to our Services without our prior written consent; or (iii) use of our Services in a manner or for a purpose not expressly or reasonably assumed or contemplated in these Terms of Use. 

Suggestions, ideas and feedback

You assign to us all intellectual property rights (including, without limitation, all copyright, patents, trade marks, design rights, trade secrets, know-how and other rights of a similar nature existing anywhere in the world) and any other rights, title or interest in all suggestions, ideas and feedback that you provide to us in connection with our Website or Services.  We may use all suggestions, ideas and feedback that you provide to us in connection with our Website or Services in any manner and for any purpose without notice or paying any compensation to you.

10.     Confidentiality

Each party agrees to keep confidential all information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential, except to the extent the disclosure is made with the other party’s consent or for the purpose of: (i) exercising its rights or performing its obligations under these Terms of Use; (ii) complying with any law or order of a stock exchange or government agency; or (iii) obtaining advice from its solicitors, auditors, insurers, accountants, consultants or other professional advisors in connection with our Website or Services or these Terms of Use.  In giving consent to the disclosure of any of its information designated as confidential or that should reasonably be understood to be confidential, a party may impose any conditions it considers reasonably necessary, and the other party must comply with any such conditions.

11.     Privacy

Personal information handling

You acknowledge and agree that we will handle any information or opinion about an identified or reasonably identifiable individual (“Personal Information”) disclosed to us in accordance with our Privacy Policy.  You must not provide us with any personal information about another person for any purpose unless you have obtained the person’s express consent and notified the person of the details required by all applicable privacy laws.

Privacy legislation

You agree to comply with all applicable privacy legislation that applies to your handling of Personal Information when using our Services.  You agree to do anything reasonably requested by us for the purpose of complying with our obligations under any applicable privacy legislation.

Privacy complaints

You agree to cooperate with us in resolving any complaint that we have breached any applicable privacy legislation in relation to the handling of any Personal Information in connection with your use of our Services.

12.     Liability

Disclaimer

To the full extent permitted by the Australian Consumer Law or any other law, you access and use our Website and Services at your own risk on an “as is” and “as available” basis.  We do not give any representation, warranty or guarantee in respect of our Website or Services including, without limitation: (i) any representation, warranty or guarantee regarding the availability, reliability, quality, accuracy, completeness, currency, or suitability of our Website or Services; or (ii) any representation, warranty or guarantee that access to or use of our Website or Services will be uninterrupted, error-free or free from viruses or other harmful code unless otherwise expressly provided in these Terms of Use.

Implied terms

To the full extent permitted by the Australian Consumer Law or any other law, we expressly exclude any condition, representation or warranty which would otherwise be implied (whether by law or otherwise) in these Terms of Use including, without limitation, any implied warranties of merchantability, fitness for a particular purpose or non-infringement of any third party’s rights.  Where any condition, warranty or representation is implied (whether by law or otherwise) in these Terms of Use which cannot lawfully be excluded then our liability for any breach of such condition, warranty or representation will be limited at our option to: (i) resupplying the services; (ii) paying the cost of resupplying the services; or (iii) otherwise to the full extent permitted by the Australian Consumer Law or any other law.

Liability exclusion

To the full extent permitted by the Australian Consumer Law or any other law, we will not be liable to you for or in respect of any and all: (i) personal injury or property damage arising out of, or in connection with, any use of our Website or Services even if we have been advised of the possibility of such injury or damage; (ii) loss of data, profit, opportunity, revenue, income, production or management time, or loss of, or damage to, reputation or goodwill; (iii) losses, damages, costs, charges, expenses or liabilities of any kind or nature whatsoever not directly, or naturally in the usual course of things, arising out of, or in connection with, a breach of these Terms of Use (including, without limitation, consequential, special or indirect losses, damages, costs, charges, expenses or liabilities of any kind or nature whatsoever); and (iv) claims, actions, demands, proceedings, losses, damages, costs, charges, expenses or liabilities of any kind or nature whatsoever directly or indirectly arising out of, or in connection with, any act or omission of any other user or third party not under our direct control including, without limitation, any act or omission of any other user or third party relating to our Website or Services.

Liability limit

To the full extent permitted by the Australian Consumer Law or any other law, our total aggregate liability to you for all losses, damages, costs, charges, expenses and liabilities arising out of, or in connection with, our Website or Services will be: (i) in the case of a particular Service that you have purchased from us – the amount that we have received from you in respect of the Service in the 12 months preceding the claim; and (ii) in all other cases – the total aggregate amount (if any) that we have received from you in the 12 months preceding the claim.

Indemnity

You irrevocably and unconditionally agree to indemnify and release us and our officers, employees and agents from all claims, actions, demands, proceedings, losses, damages, costs, charges, expenses and liabilities of any kind or nature whatsoever (including, without limitation, legal costs on a full indemnity basis) directly or indirectly arising out of, or in connection with: (i) any breach by you of these Terms of Use; (ii) any breach by you of any applicable law or the rights of any other user or third party; or (iii) any claim made against us by any other user or third party as a result of you accessing or using of our Website or Services.  You acknowledge and agree that: (i) we hold the benefit of this indemnity and release on trust for each of our officers, employees and agents; and (ii) it is not necessary for us to incur any cost or expense or make any payment before enforcing any right of indemnity under these Terms of Use.

Australian Consumer Law

Nothing in these Terms of Use excludes, restricts or modifies any non-excludable right or remedy that you have under the Australian Consumer Law or any other law.  Any disclaimer, exclusion or limitation contained in these Terms of Use will not apply to the extent inconsistent with any non-excludable right or remedy that you have under the Australian Consumer Law or any other law.

13.     Website Links

Links to our Website

You may link to our Website provided that: (i) the link accurately indicates that it is to our Website; (ii) the link does not imply any endorsement, partnership or affiliation without our express written consent; (iii) the link does not damage or adversely affect our reputation or goodwill; and (iv) we have not requested you to remove the link.  We may, in our sole discretion, determine that any link to our Website is misleading or otherwise inappropriate and request that you remove the link.  If you do not immediately comply with a request by us to remove a link to our Website, then you must indemnify us against all costs, charges and expenses (including, without limitation, legal costs on a full indemnity basis) that we incur in having the link removed.

Links to third party websites

We have no responsibility for any third party websites or content linked to from our Website.  You use any third party websites or content linked to from our Website solely at your own risk and subject to the terms and conditions of the third party.  We do not endorse or sponsor any third party website or content by reason only of providing a link to the third party website or content from our Website.  We do not accept any responsibility or liability for any third party website or content linked to from our Website.  We may at any time remove a link to any third party website or content linked to from our Website.

14.        Disputes

Dispute resolution

Any dispute that arises in connection with our Services must be resolved in good faith in accordance with the following dispute resolution procedures.

Dispute notice

The party claiming that a dispute has arisen must give notice of the dispute to the other party with details of: (i) the nature of the dispute; (ii) the desired resolution of the dispute; and (iii) the action required to settle the dispute.  The parties must use their best endeavours to resolve the dispute within 14 days (unless another period is agreed in writing between the parties) of a dispute notice being received by a party.

Mediation

If the parties are unable to resolve the dispute within 14 days (unless another period is agreed in writing between the parties) of a dispute notice being received by a party then the parties may agree to submit the dispute to mediation which must be conducted in accordance with, and subject to, the Resolution Institute Mediation Rules of the Resolution Institute ABN 69 008 651 232 (“Resolution Institute”) by a mediator agreed by the parties or, failing agreement, appointed by the Chair of Resolution Institute.

Arbitration

If a dispute is not able to be resolved by mediation or the parties do not agree to submit the dispute to mediation within 28 days (unless another period is agreed in writing between the parties) of a dispute notice being received by a party then the dispute shall be submitted to arbitration which must be conducted in accordance with, and subject to, the Resolution Institute Arbitration Rules by an arbitrator agreed by the parties or, failing agreement, appointed by the Chair of Resolution Institute.

Confidentiality

A party must not disclose to any third party any information relating to a dispute or any mediation or arbitration of a dispute without the prior written consent of the other party except where the disclosure is: (i) expressly permitted under these Terms of Use; (ii) necessary for the purpose of mediation or arbitration of the dispute respectively; or (iii) required by law.

Individual actions

To the extent permitted by law, you must only seek to resolve any dispute that arises in connection with our Services on an individual basis and not as a member of any class or representative action.

15.        Termination

Termination of Services by you

You may at any time terminate your use of our Services by cancelling your registration or deleting your account for use of our Services.

Termination of Services by us

If you breach any of these Terms of Use and such breach is not remedied after receiving at least 14 days’ notice from us to remedy the breach then we may: (i) immediately terminate, suspend or restrict your use of all or any part of our Services including, without limitation, cancelling your user registration and deleting your account for the use of our Services; and (ii) institute legal proceedings to recover from you any loss or damage that we suffer as a result of your breach of these Terms of Use.  We may immediately terminate, suspend or restrict your use of all or any part of our Services where, despite using our best endeavours, we are unable to continue to provide all or any part of our Services respectively due to any act or omission of any third party not under our direct control including, without limitation, the termination or suspension of any third party services required to provide our Services.

Our rights on termination

Upon the termination of your use of our Services we may: (i) retain any monies paid by you under these Terms of Use; (ii) charge a reasonable sum for any Services provided to you in respect of which no sum has previously been charged; and (iii) pursue any additional or alternative remedies provided by law.

Termination of Terms of Use

If these Terms of Use are terminated for any reason, then the provisions of these Terms of Use with the headings About this Website, Terms of Use, Client Data, Fees and Charges, Taxes and Government Charges, Intellectual Property Rights, Confidentiality, Privacy, Liability, Website Links, Termination and General Provisions, and any other provisions of these Terms of Use which are capable of having effect after such termination will survive and remain in full force and effect following such termination.  Any termination, suspension or restriction of your use of our Services will not affect any of our previously accrued rights or remedies under these Terms of Use.

16.     Notices

We may give you notice under these Terms of Use by providing or making a notice available to you on our Website or through our Services.  If you are a registered user, then we may also give you notice under these Terms of Use by email to any email address you have provided to us.  You may give us notice under these Terms of Use by email to info@accessflowglobal.com .  A notice given under these Terms of Use is taken to be received: (i) if provided or made available on our Website or through our Services – immediately on providing or making available the notice on our Website or through our Services; and (ii) if sent by email – on the day of sending unless the sender receives a delivery failure notification.

17.     General Provisions

Entire agreement

These Terms of Use constitute the entire agreement between you and us in connection with their subject matter and supersede all prior statements, representations, warranties, understandings, arrangements or agreements.

Further acts and approvals

You agree, at your own cost, to do everything necessary (including, without limitation, executing documents) to give full effect to these Terms of Use.  We may, in our sole discretion, give conditionally or unconditionally or withhold any approval or consent under these Terms of Use.

Assignment and transfer

You may not assign or otherwise transfer your account or any of your rights or obligations under these Terms of Use without our prior written approval.  We may at any time, by notifying you, assign or otherwise transfer our rights and obligations under these Terms of Use to: (i) a related body corporate within the meaning of the Corporations Act 2001 (Cth); or (ii) an entity which purchases or acquires all or any part of our business or assets.  We may provide any such assignee or transferee with all information, documents, files, text, logos, graphics, images, photographs, videos, material and other content that you have provided to us in connection with our Website or Services including personal information.

Waiver and severability

Any failure by us to exercise any right or remedy under these Terms of Use will not constitute a waiver of that right or remedy or any other right or remedy.  If any provision of these Terms of Use is determined to be illegal, invalid or unenforceable in whole or in part under any law then the whole or part of the provision will be severed to the extent that it is illegal, invalid or unenforceable and be replaced with a provision or part of a provision that is legal, valid and enforceable and to the extent possible has a similar effect for the purposes of these Terms of Use without affecting the validity of the other provisions.

Subcontracting

You acknowledge and agree that we may subcontract the provision of any Services under these Terms of Use.

Force majeure

We will not be liable to you for any failure or delay in performing any of our obligations under these Terms of Use due to any circumstances beyond our reasonable control including, without limitation, acts of God, natural disasters, weather events, fires, epidemics, pandemics, power failure, Internet or other communications outage, service interruption, third party supplier failure, virus or other harmful code, denial of service or other cyber-attack, acts or orders of government, acts of war, terrorism, embargoes, insurrection, strikes, labour disputes and riots or other acts of civil disorder.

Non-solicitation

During the provision of any Services to you, and for 12 months (or otherwise for the longest period permitted by law if that period is unenforceable for any reason) after the provision of any Services to you, you agree not to solicit for employment or contracting, employ or contract, either directly or indirectly, any person who is employed or contracted by us, except with our prior written consent.

Relationship and representation

These Terms of Use do not create a relationship of employment, agency, partnership or joint venture between the parties unless otherwise expressly stated in these Terms of Use.  You must not represent yourself as being an officer, employee or agent of ours or as otherwise able to bind or represent us in any way.

Governing law and jurisdiction

These Terms of Use are governed by and to be construed in accordance with the laws of the State of Victoria, Australia.  The courts of the State of Victoria, Australia, will have exclusive jurisdiction in respect of any dispute arising out of, or in connection with, these Terms of Use.  We do not give any representation, warranty or guarantee that accessing or using our Website or Services from a country outside Australia complies with the laws of that country.  If you access or use our Website or Services from a country outside Australia, then you are solely responsible for complying with the laws of that country.

These Terms of Use are effective as of 1^st January 2024.