Terms of Service

HEARTSTREET TERMS OF SERVICE

Version: 2.0

Effective date: 17/04/2025 @ 11:30 AEST

By creating an account, installing the application and/or placing a Subscription, you agree to be bound by these Terms. On the date that is the earlier of the date you create an account, install the application and the date we accept your Order, a binding agreement on these Terms is created between you and HeartStreet Pty Ltd ABN 27 674 135 310 (we, us or our).  These Terms (including a Subscription) govern our provision, and your subscription, of a Solution.  We may change these Terms at any time by notifying you in accordance with these Terms, and you are taken to have agreed to such change if you continue to obtain or use the Solution after the date such change comes into effect, unless you cancel your affected Solution before the end of the relevant notice period.  If you do not agree with these Terms, you must not place a Subscription for a Solution.

1. Term

a) Commencement of Term. These Terms commence on the date we accept your Subscription, and continue for the Subscription Term, unless otherwise agreed or earlier terminated or renewed in accordance with these Terms.  

b) Renewal term.

a. Each Subscription Term automatically renews for the same period as the initial Subscription Term, unless a party notifies the other otherwise at least 30 days before the end of that Subscription Term.  

b. Unless notified by us to you, the Fees that apply for each renewal of the Subscription Term will be our standard fees for the relevant Solution at that time of the renewal.  

c. For clarity, Professional Services under a Subscription do not automatically renew.

2. Supply of a Solution

a) Our commitment to you. We will: (i) use reasonable care and skill in providing a Solution, but we do not guarantee that they will be fault free or continuous; (ii) use suitably qualified personnel to provide the Services; and (iii) if Service Levels are specified by us, endeavour to meet those Service Levels.  

b) Changes to a Solution.

a. We may change, add, replace or update a Solution, or any part of it at any time, but we will not remove any material functionality from a Solution without first notifying you (which may be through our website) of that material detrimental change.  

b. If we materially and detrimentally reduce the overall functionality of a Solution, then you may cancel your Subscription to that Solution without payment of any early termination fees for such cancellation.

c) Scheduled downtime and emergencies.

a. We may undertake scheduled maintenance of a Solution from time to time (Scheduled Maintenance).  We will endeavour to give you prior notice of such scheduled maintenance, and will endeavour to schedule such maintenance outside of our normal business hours.

b. We may undertake emergency maintenance and repairs to a Solution at any time (Emergency Maintenance), but we will endeavour to provide you with as much notice of such emergency maintenance as possible.

d) Your responsibilities. You: (i) will provide us with all reasonable information that we ask to enable us to provide a Solution to you; (ii) will, and will ensure that your Users will, use a Solution in accordance with the documentation we provide; (iii) are responsible for complying, and ensuring that all your Users comply, with: (a) all password and other security arrangements and policies we specify from time to time; and (b) the Use Restrictions; (iv) are responsible for all actions taken using your Users' logon and passwords, whether authorised or otherwise; (v) are responsible for your Data, the use of your Data and for ensuring that your Data complies with all applicable Laws; and (vi) are responsible for managing your Users, including promptly taking steps to remove any User that no longer requires access (e.g., if they have resigned) and ensuring that User ceases to access and use a Solution.

e) Assessment. You are responsible for assessing the suitability of the Solution for your purposes.

f) Changes to your Subscription Tier.  If we offer different Subscription Tiers, then you may change your Subscription Tier through the application or otherwise using the process notified by us from time to time.  You are responsible for ensuring you have copies of your content and Data before changing your Subscription Tier.  We are not responsible to you or any other person for any loss of content, features, capacity or Data as a result of a change to your Subscription Tier.

g) Third party components.  

a. A Solution may include third-party components and services (Third Party Components).  Your use of a Third Party Component is subject to the licence terms provided by the third party licensor or service provider.  

b. We are not responsible or liable for any such Third Party component.  

c. We may remove, replace or otherwise substitute a Third Party Component at any time.  If so, we will endeavour to notify you of such change prior to us making that change.  

d. We may cancel a Solution without any liability if we are no longer able to provide a Solution because the relevant third party is unable, or ceases, to provide a Third Party Component that we rely on.

h) Suspension or cancellation.

a. We may limit, suspend or cancel a Solution if: (i) in our reasonable opinion: (a) the supply or use of a Solution is, or is likely to become, unlawful or illegal; (b) the provision of a Solution is likely to cause death, personal injury or damage to property; or (c) you are insolvent or likely to become insolvent; (ii) you do not pay us the undisputed Fees for that Solution; (iii) you breach any restriction in these Terms or if you fail to comply with our acceptable use policy (as notified to you from time to time); (iv) you adversely interfere with (or threaten to adversely interfere with) the systems, facilities and network used by us to provide a Solution; or (v) we decide to exit the Solution.

b. We will endeavour to give you as much notice as possible in the circumstances (which may be immediate notice) if we need to exercise our rights above.

c. If we cancel a Solution under paragraph (a)(v) above, then the effective date of cancellation will be the date of expiry of your Subscription Term or, if there is no Subscription Term, on the date we specify in our cancellation notice.

3. Your obligations

a. By signing up for an account and using the Solution as a support to a user, you represent and warrant that you have the full legal authority and consent from the person with full legal authority to act on their behalf and make decisions about their use of the Solution and to provide us with information about that person, including health and related information. In circumstances whereby your authority changes, you are required to notify the relevant legal authority that an account is held with us, and to inform us in writing that the person of authority has changed, within 30 days of the change of authority.  

b. You must obtain all consents and approvals necessary from your Users and any third parties that are connected to a Solution.  

c. You: (i) are responsible for obtaining all required facilities, equipment, software and network services to enable you to access and use a Solution; (ii) must not provide, resell or otherwise make a Solution available to anyone other than your Users; (iii) must use commercially reasonable efforts to prevent unauthorised access to or use of a Solution; (iv) will promptly notify us of any unauthorised access or use that you are aware of; (v) are responsible for your Data, including its accuracy, quality and your compliance with all laws; (vi) are responsible for ensuring you have regular back-ups of all your systems, facilities and Data; (vii) must have appropriate business continuity plans to ensure that there is no interruption to your business or its operation; (viii) must comply with applicable laws; (ix) must not interfere with or disrupt the integrity or performance of a Solution, including the underlying platform we use to provide that Solution; (x) must not use a Solution to store or transmit infringing, fraudulent or otherwise unlawful material or otherwise use a Solution in a manner which is unlawful or would infringe the rights of another person (including any Intellectual Property Rights); (xi) must not introduce to a Solution, or use a Solution to, store or transmit Malicious Code; (xii) must not attempt to gain unauthorised access to a Solution or its related systems or networks; (xiii) must comply with all reasonable directions provided by us with respect to a Solution; and (xiv) at our request, provide reasonable assistance and information to assist us to investigate any outage or security issue relevant to a Solution or any suspected breach of these Terms.

d. Use Restrictions.  You agree:

a. that you will not use, and you will ensure that the other users you enable to access your account, do not use, the Solution in any way that might defame, offend, insult, embarrass, injure, damage, or otherwise breach the rights of any person or contravene any applicable laws;

b. to keep any passwords, account names, tokens or login identifications required to access HeartStreet secure and confidential, and notify us as soon as you become aware of, or suspect, any unauthorized use of or access to your account;

c. that you will not:

i. use the Solution  to communicate or store health information;

ii. use the Solution to provide health, medical or medicines advice or distribution;

iii. upload any content that is offensive, indecent, unlawful, defamatory or discriminatory;

iv. impersonate any person or entity when using the Solution ; and

d. use the Solution to violate the privacy of any person.

4. Fees and payments

a) Changes to the Fees. We may change the Fees from time to time by publishing the updated Fees on our website or as otherwise notified to you from time to time.  The amended Fees will only take effect on the renewal of the Subscription Term.

b) Invoices and payment.

Unless otherwise specified by us (acting reasonably):

a. We will invoice you for the Fees in accordance with these Terms and, where relevant, the terms set out in a Subscription.  

b. You must pay an undisputed invoice within 30 days of the date of that invoice.  If you fail to pay an invoice by its due date, we may, without limiting our other rights, do one or both of the following: (i) suspend our supply of the relevant Solution until you pay the invoice in full; and (ii) charge interest on the amount overdue at a rate of 10% (or the maximum amount permitted by law) per annum calculated daily from the date the relevant payment was due until the date on which it is paid in full.

c) Disputed invoices. If you dispute any item on any invoice in whole or in part, you will notify us within 14 days, and the parties will use all reasonable endeavours to settle the dispute at their earliest possible convenience in accordance with clause 14.

5. Taxes

a) GST. The parties agree that (i) despite the definition of consideration in the GST law, and unless otherwise expressly stated, the Fees payable or consideration in accordance with these Terms are exclusive of GST; (ii) if we make a taxable supply under or in connection with these Terms, you must pay to us at the same time, and in addition to the GST-exclusive consideration, an amount equal to the GST payable on that supply; (iii) we must, as a precondition to the payment of GST under (ii) above, give you a tax invoice; (iv) if an adjustment event arises in connection with a supply made under these Terms, we must give the other party an adjustment note in accordance with the GST law; and (v) if these Terms requires one party to pay for, reimburse or contribute to any expense, loss or outgoing suffered or incurred by the other party, the amount required to be paid, reimbursed or contributed by the first party will be reduced by the amount of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense.

b) Withholding taxes. If any law requires you to deduct an amount in respect of GST from a payment under these Terms, then you will (i) pay an amount equal to the amount required to be deducted to the relevant government agency in accordance with applicable laws; (ii) give the original receipts to us within 30 days of making such payment; and (iii) pay us the amount deducted so that we will receive a net sum equal to the Fees without the deduction.

6. Data

a. You grant us a perpetual, non-exclusive and royalty-free licence to: (i) use, modify, and add to your Data for the purposes of providing a Solution under, or otherwise performing, these Terms; (ii) permit any person to assist us to do any of the things referred to in paragraph (i); and (iii) sub-licence any of our rights to any person.

b. We will maintain reasonable administrative, physical and technical safeguards that are designed to protect your Data that is stored by us in a Solution.  

c. We may create and use an aggregated anonymised data set from your Data for our internal business purposes, including to improve a Solution.

7. Intellectual Property

a. Nothing in these Terms affects the ownership of a party's Background Material.

b. Each party grants the other party a non-exclusive, non-transferable, royalty free licence to use a party's Background Material provided by it to the other solely for the purposes, and to the extent necessary, for the other party to perform its obligations and exercise its rights under these Terms.  

c. You agree that all Intellectual Property Rights of whatever nature in a Solution (including the outputs of a Service and all derivative works of a Solution) are and will remain our property.  Nothing in these Terms must be construed as transferring any aspects of such rights to you or any third party.  

d. We grant you a personal and non-exclusive licence to use the deliverables we provide to you as part of the Services for the Subscription Term.  

e. You will immediately notify us if you become aware that a Solution may infringe the Intellectual Property Rights of a third party.  

f. If you suggest any new features, improvement or corrections to a Solution (Suggestion), you assign all Intellectual Property Rights in and to such Suggestion to us.  A Suggestion is our Confidential information for the purposes of these Terms.

g. You must not, whether directly or indirectly (i) reverse engineer a Solution; (ii) build a competitive product or service; (iii) make derivative works based upon a Solution; (iv) remove, modify or obscure any copyright, trade mark or other proprietary rights that appear on a Solution; and (v) "frame", "mirror" or otherwise copy any features, functions or graphics of a Solution.

8. Confidential Information

Obligations of confidentiality. A party receiving the other party's Confidential Information must: (i) keep the Confidential Information of the disclosing party secret and confidential; (ii) not disclose the Confidential Information of the disclosing party to any person, except: (a) to its employees, agents, contractors, officers and auditors, on a need-to-know basis, provided that the receiving party is liable for any breach of this clause 9 by these persons; (b) with the disclosing party's prior written consent; (c) if required by law, regulatory authority or stock exchange; (d) if it is the public domain, other than through a breach of these Terms; or (e) for us, to our Related Entities or any of our professional advisors, provided that each such person agrees to observe the confidentiality of the information; (iii) take reasonable steps to secure and keep secure all Confidential Information of the disclosing party in its possession or control; and (iv) only use the Confidential Information of the disclosing party for the purposes of performing its obligations, or exercising its rights, under these Terms.

9. Privacy

a. You must, and will ensure your Users comply, with all applicable privacy laws in relation to all personal information collected, held, accessed, used or otherwise dealt with by you in connection with these Terms.

b. You are responsible for the collection, use and storage of any of your Data affected by any data protection or privacy legislation, guidelines or directives including the applicable privacy laws, through operation of a Solution.  

c. You must ensure you have obtained, or will procure, all consents necessary to provide us with Personal Information, including any sensitive personal information, that you provide or otherwise disclose to us and for us to process and otherwise use such Personal Information in accordance with these Terms.  

d. You agree, and will ensure that any person whose information is disclosed to us in connection with these Terms are aware, that we may use and disclose information about you and each of them in accordance with our privacy policy (as amended by us from time to time), which is available at https://www.heartstreet.com/privacy-policy.  

e. You must notify us immediately upon becoming aware of any breach of any privacy laws that may be related to these Terms.

10. Warranties

a. You warrant that you have not relied on any representation made by us which has not been stated expressly in these Terms, including descriptions and specifications contained in any document produced by us.  

b. Each party warrants that it has full legal capacity and power to enter into these Terms and to carry out the transactions contemplated by these Terms.  

c. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the ACL or any other applicable law that cannot be excluded, restricted or modified by agreement.  

11. Liability and Indemnity

a) Liability. To the extent permitted by law, and subject to clauses 12b) and 12c), a party's maximum aggregate liability to the other under or in connection with these Terms, however arising (including contract, tort, negligence, law or otherwise), is limited to the average monthly Fee paid by you to us for the affected Solution in the first 12 months of the commencement of date of these Terms, multiplied by 12.

b) Exclusion of Consequential Loss. Subject to clause 12c), neither party shall be liable to the other party for any loss of business, goodwill, contracts, profits, anticipated savings, loss or corruption of data, or for any indirect, special, consequential, incidental, exemplary or punitive damages or loss, damage, cost or expense (and even if that party has been advised of the possibility of such damages or loss, damage, cost or expense) which may be suffered or incurred or which may arise directly or indirectly under or in relation to these Terms.  

c) Exclusions. Nothing in these Terms operates to limit or exclude: (i) any rights you may have under the ACL; (ii) a party's liability for: (a) bodily injury or death; and (b) damage to real property and tangible personal property, caused by that party's breach of these Terms or negligent act or omission; (iii) liability under clause 12d); (iv) liability for fraudulent acts or omissions; (v) your liability for a breach of our Intellectual Property Rights; and (vi) your liability for any Fees payable under these Terms.

d) Australian Consumer Law.  

a. If you are a consumer for the purpose of the ACL, then you are entitled to consumer guarantees conferred by the ACL.

b. For our services, the consumer guarantees include a guarantee that any service provided to you will be: (i) provided with due care and skill; (ii) fit for the purpose specified by you; and (iii) provided within a reasonable time, where no time has been agreed.

c. If a consumer guarantee applies to the provision of a good or service pursuant to the ACL, and the good or service is not of the kind ordinarily acquired for personal, domestic or household use or consumption, then, if it is reasonable in the circumstances and to the maximum extent permitted by law, we limit our liability for any breach of such consumer guarantee that applies to its good or service, as provided under section 64A of the ACL, to (at our option): for goods, the: (a) replacement or repair of goods; (b) supply of equivalent goods; or (c) payment of the cost of replacing or repairing the goods, or of acquiring equivalent goods; or for services, the: (y) re-supply of the services; or (z) payment of the cost of having the services re-supplied.

e) Contribution. The liability of a party for any cause of action (including under an indemnity) will be reduced proportionally to the extent that the liability arises as a result of a breach of these Terms by the other party or the other party's negligent or unlawful acts or omissions.

f) Third party infringement claims.

a. If a claim is made by a party alleging your use of a Solution infringes that party's Intellectual Property Rights, we will, at our option either: (a) modify or replace the Solution so that they become non-infringing; (b) procure for you the right to continue using the Solution; or (c) if the options in (a) and (b) are not commercially viable, terminate these Terms without any liability to you.  

b. You indemnify us from all claims, losses, damages, costs and expenses (including legal expenses on a full indemnity basis) arising out of or in connection with an allegation or claim by a third party that the provision by you of, and our use of, your Data infringes the rights, including Intellectual Property Rights, of that third party.

12. Termination

a) Termination.

a. You may cancel your subscription of a Solution by giving us at least 5 Business Days' notice or otherwise through the application or in accordance with clause 15g).  Any pre-paid Fees are not refundable.  

b. We may immediately terminate these Terms (in whole or in part) on written notice if:  (i) you fail to pay us any amounts owed to us; or (ii) we are insolvent.  

c. The party not at fault may terminate these Terms immediately upon written notice to the other party if the other party: (i) breaches a material term in these Terms, and: (a) the breach is incapable of remedy; or (b) if capable of remedy, the other party has failed to remedy the breach within 10 Business Days of receiving written notice of the breach from the first party; or (ii) is insolvent, including the appointment of a receiver or administrator.

b) Consequences of Termination.

a. Any termination under this clause 13 does not limit or qualify any right, action or remedy which has accrued or which may accrue in favour of either party.  

b. On termination of these Terms by either party: (i) you must cease your access to and use of (and ensure your Users cease their access to and use of) a Solution; (ii) we will permanently delete your Data from the relevant Solution; (iii) we will provide you with a final invoice for the supply of a Solution (including all Services performed), up to and including the date of termination under these Terms; and (iv) we may retain any moneys paid by you.

c) This clause 13 and clauses 8, 9, 10, 11, 12, 14, and 15 inclusive will survive expiration or termination of these Terms, as do any other clause that by its nature is intended to survive such expiry or termination.

13. Dispute Resolution

a) Acknowledgments. The parties agree that if a dispute arises out of or relates to these Terms, a party may not commence any legal proceedings relating to the dispute unless it has complied with the provisions of this clause 14 except to seek urgent equitable or interlocutory relief. The procedures in this clause 14 will be completed within 40 Business Days from the date on which one party gives written notice to the other of the dispute.

b) Process. When a dispute arises between the parties in relation to these Terms, then: (i) all amounts payable by you to us which are not in dispute must be paid in accordance with these Terms; and (ii) we will both attempt to resolve the dispute in good faith within 10 Business Days after notice has been given.

c) Costs. Each party must pay its own internal and legal costs in relation to complying with this clause 14. The mediator's costs are to be shared equally between the parties.

14. General

a) Force Majeure. Where any failure or delay in the performance of obligations under these Terms is caused, directly or indirectly, by a Force Majeure Event: (i) the affected party must as soon as practicable give the other party written notice of that fact; (ii) the affected party is not liable for that failure or delay; (iii) the affected obligations under these Terms are suspended, to the extent to which they are affected by the relevant Force Majeure Event, for the duration of the Force Majeure Event; and (iv) if the Force Majeure Event continues for more than 30 consecutive days and while it continues, any party other than the affected party may, at its sole discretion, terminate these Terms by giving written notice to the affected party and all other parties (if any).

b) Entire understanding. These Terms contains the entire understanding between you and us concerning the these Terms and supersedes, terminates and replaces all prior agreements and communications between you and us concerning that subject matter.

c) No adverse construction. These Terms, and any provision of these Terms, are not to be construed to the disadvantage of a party because that party was responsible for its preparation.

d) No waiver. A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by these Terms does not operate as a waiver of the power or right. A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under these Terms. A waiver of a breach does not operate as a waiver of any other breach.

e) Severability. Any provision of these Terms which is invalid in any jurisdiction must, in relation to that jurisdiction: (i) be read down to the minimum extent necessary to achieve its validity, if applicable; and (ii) be severed from these Terms in any other case, without invalidating or affecting the remaining provisions of these Terms or the validity of that provision in any other jurisdiction.

f) No assignment. You cannot assign, novate or otherwise transfer the benefit of these Terms without our prior written consent. We may assign, novate or otherwise transfer the whole or part of these Terms without your prior written consent. you agree to execute any document necessary or desirable to give effect to this clause 15f).

g) Update to Terms.

a. We may amend these Terms from time to time, provided that we will provide you with no less than 30 days' notice of such change (which may be through our website).  

b. If you do not agree to these amendments, then you may cancel the affected Solution on notice to us.  If so, and if such amendments are materially detrimental to you, we will not charge you any termination fees for that cancellation.  

c. Any amended terms will apply at the end of that notice period, and you are taken to have consent to such amendment if you continue to obtain the affected Solution after that date.  

h) Governing law and disputes.

a. These Terms are governed by and must be construed in accordance with the laws in force in New South Wales, Australia.

b. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia

c. Neither party may commence or initiate any court proceedings (except applications for urgent interim injunctions) until the procedure set out in this clause 14(h)  has been followed.

d. If a dispute arises in connection with these Terms (Dispute), then before having recourse to any other dispute resolution process, the parties must take the following steps:

i. the party claiming that a Dispute has arisen must give written notice to the other party or its representative, specifying in reasonable detail the nature of the Dispute (Dispute Notice); and

ii. following receipt of the Dispute Notice, the parties must use their best endeavours, and act in good faith, to seek to resolve the Dispute within 15 Business Days from the date of receipt of the Dispute Notice (Initial Period).

e. If the Dispute, including any dispute or question regarding its existence, validity, or termination, remains unresolved at the end of the Initial Period, then paragraph (f) below applies.

f. Any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including any questions regarding its existence, validity or termination, must be resolved by binding arbitration in accordance with the ACICA Expedited Arbitration Rules. The seat of arbitration will be Sydney, Australia. The language of the arbitration will be English.

i) Notices. Any notice or other communication to or by a party under these Terms: (i) may be given by personal service, post or email specified in the Order; (ii) must be in writing, legible and in English addressed (depending on the manner in which it is given) as shown in the Order, or to any other address last notified by the party to the sender by notice given in accordance with this clause; (iii) is deemed to be given by the sender and received by the addressee: (a) if delivered in person, when delivered to the addressee; (b) if posted, at 9.00 am on the second Business Day after the date of posting to the addressee whether delivered or not; or (c) if sent by email transmission, and no undelivered email message is received within 24 hours, at the time and the date it was sent, but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee's time), it is deemed to have been received at 9.00 am on the next Business Day.

j) YouTube terms.  We use YouTube's application programming interface.  YouTube's Terms of Service is located at https://www.youtube.com/t/terms.  You agree to be bound by the YouTube Terms of Service with respect to your use of our Solution and the YouTube application programming interface.

k) Operation of indemnities. Unless these Terms expressly provides otherwise, each indemnity in these Terms survives the expiry or termination of these Terms.  A party may recover a payment under an indemnity before it makes the payment in respect of which the indemnity is given.

l) Further assurances. A party, at its own expense and within a reasonable time of being requested by another party to do so, must do all things and execute all documents that are reasonably necessary to give full effect to these Terms.  

m) Relationship of parties. Nothing in these Terms may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.

n) Conflicting provisions. If there is any conflict between the main body of these Terms and any Orders, then the provision in the main body of these Terms prevail.

15. Definitions and interpretation

a) Definitions.  Capitalised terms are defined in these Terms, including this clause 16.  Unless the context indicates a contrary intention:

ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Background Material means any material in which the Intellectual Property Rights are owned by, licensed to or developed by or on behalf of a party which are pre-existing or created independently of these Terms, but does not include a Solution.

Business Day means a day excluding a Saturday, Sunday or public holiday in Sydney, Australia.

Confidential Information means (i) for us, these Terms; (ii) information that at the time of disclosure by a discloser is identified to the recipient as being confidential; and (iii) all other information belonging or relating to a discloser, or any Related Entity of that discloser, that is not generally available to the public at the time of disclosure other than by reason of a breach of these Terms or which the recipient knows, or ought reasonably to be expected to know, is confidential to that discloser or any Related Entity of that discloser, but excludes your Data, and information which: (a) is in the public domain, other than as a result of an unauthorised disclosure by either party; (b) is or becomes available to a party from a third party lawfully in possession of such information and who has the lawful power to disclose such information to the party on a non-confidential basis; or (c) is rightfully known by a party to these Terms (as shown by written record) prior to the date of disclosure under these Terms.  

Fees means the fees for a Solution, including as published by us and/or as set out in a Subscription.

Force Majeure Event means, for a party, an event beyond the reasonable control of that party including a pandemic, epidemic,, third party failures and acts by a government agency.

GST has the meaning given to it in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

Malicious Code means any virus, Trojan horse, worm, logic bomb or other malicious code that infect, manipulate, modify, deny, corrupt or inhibit the operation of a Solution.

Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form, electronic form or otherwise, about an identified individual or an individual who is reasonably identifiable, and includes anything that is defined as personal information or as sensitive information in the relevant privacy laws.

Professional Services means the professional services that are made available by us to you from time to time, as described in a Subscription.

Related Entity has the meaning given to that term in the Corporations Act 2001 (Cth).

Solution means: (i) the Services; and (ii) if applicable, any applications, tools and other products, in each case, as set out in a Subscription.

Service Levels means any minimum levels of performance or quality with respect to a Solution (if any) published by us.

Services means the Professional Services and the Support Services.

Subscription means a subscription placed by you for the Solution, as accepted by us for the provision of the Solution.

Subscription Term means the subscription term specified in your Order or, if no such term is specified, 12 months from the commencement date of the Order, and each renewal of the subscription term in accordance with these Terms.

Subscription Tier means, for a Solution, the tiered package as specified in your Order.

Support Services means our technical support services to assist with technical issues with the Solution.

Use Restrictions means any use restrictions set out in these Terms and a Subscription.

User means any individual you authorise to access and use a Solutions, subject to Use Restrictions.

Your Data means your data or data supplied by or on behalf of you that is hosted by a Solution (excluding a Service).

b) Interpretation. In these Terms, unless the context requires otherwise, (i) the singular includes the plural and vice versa; (ii) the headings are used for convenience only and do not affect the interpretation of these Terms; (iii) if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day; (iv) the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not; (v) wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)"; (vi) money amounts are stated in Australian currency unless otherwise specified; and (vii) a reference to time is to the time in Sydney, Australia.

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