Unless defined in the Subscription Form the following words will mean:

• ACL is defined in clause 18 (Australian Consumer Law);
• Administrator means the Customer or any person authorised by the Customer to administer and manage access and use of the Customer Account and to supervise the creation and use of any User Accounts;
• Agreement means this Agreement, any Subscription Forms and the Schedules, and the Platform Terms of Use;
• Agreement Start Date means the date set out in the Subscription Form;
• Agreement Term is defined in clause 6.1 (This Agreement Term);
• Analytics is defined in clause 17.3 (Intellectual Property);
• Authorised Users means a person using the Platform who is authorised to use a User Account by an Organisation that is a subscriber to the Platform;
• Business Day means a day which is not a Saturday, Sunday or bank or public holiday in the state of Victoria;
• Business Hours means 9am to 5pm on a Business Day;
• Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;
• Confidential Information includes confidential information about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential" but does not include any information which is in the public domain other than through a breach of confidence. Our Confidential Information includes our Intellectual Property including the Software. Your Confidential Information includes the Customer Data;
• Consequential Loss includes any indirect loss, incidental loss, consequential loss, loss of profits, loss of revenue, loss of production, loss of opportunity, loss of access to markets, loss of goodwill, loss of reputation, loss of use, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data, any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise);
• Content means all content including without limitation text, photographs, logos, names, designs, information, Personal Information, financial information, data, drawings, links, video recordings and audio recordings;
• Corporations Act means the Corporations Act 2001 (Cth);
• Customer means the person or legal entity accepting the terms and conditions of this Agreement and includes an individual accepting this Agreement on his or her own behalf, and any Organisation, acting through the individual who accepts the terms and conditions this Agreement for and on behalf of the Organisation;
• Customer Account is the account on the Platform created for the Customer as described in clause 7 (Accounts);
• Customer Data means the information, logos, documents and other data inputted by you, your Personnel or Authorised Users into the Software or stored by the Platform or generated by the Platform as a result of your use of the Platform;
• Development Fees means the fees for carrying out the Development Services required by the Customer in respect of the Customer Account and/or User Accounts on the Platform;
• Development Services means the changes required by the Customer in respect of the Customer Account and/or User Accounts on the Platform and the development services required in respect of such changes;
• FASEA means the Financial Adviser Standards and Ethics Authority;
• Financial Adviser means an individual engaged in a Financial Services Business or any individual who is defined in the Corporations Act 2001 (Cth) as a ‘financial services licensee’;
• Financial Services Business has the same meaning as set out in the Corporations Act and includes any business which provides financial-related services, including without limitation dealing in a financial product or service, providing financial product or service advice, or making a market for a financial product or service, and also includes operating as a ‘financial services licensee’ as also defined in the Corporations Act;
• Fees means the fees set out in the Subscription Form including if applicable, Development Fees, Subscription Fees and Setup Fees;
• Force Majeure Event means an event which is beyond a Party’s reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, pandemic, quarantine restriction, transportation embargo, and strike by employees of a third person;
• Free Services means services provided on the Platform to the Customer free of charge, but does not include services offered as a free trial;
• Heath Information has the same meaning as defined in the Privacy Act;
• Insolvency Event means the occurrence of any one or more of the following events in relation to either Party:
• It is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable Laws;
• An application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
• An administrator, provisional liquidator, liquidator or person having a similar or analogous function under the Laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
• A controller is appointed in respect of any of its property;
• It is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;
• A distress, attachment or execution is levied or becomes enforceable against it or any of its property;
• It enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
• A petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself;
• Anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the relevant Party;
• Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names;
• Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory of Australia and includes the Privacy Act and the Spam Act;
• Liability means any loss, liability, cost, payment, damages, debt or expense (including reasonable legal fees);
• Licence is defined in clause 8.1 (Licence);
• Organisation means a person, partnership, trading trust, business or company, including without limitation a Financial Services Business, who must pay a subscription fee to iFactFind in exchange for the creation of a Customer Account on the Platform that will allow such legal entities, and any of their Representatives, to visit, view, browse, access or otherwise use and interact with the Platform at no further cost;
• Party means either party to this Agreement;
• Payment Terms are set out in the Subscription Form;
• Personal Information has the same definition as in the Privacy Act;
• Personnel means, in relation to a Party, the officers, employees, contractors, sub-contractors and agents of that Party;
• Privacy Act means the Privacy Act 1988 (Cth);
• Purchased Services means services provided on the Platform that the Customer pays Fees to access under a Subscription Form, as distinguished from Free Services or those provided pursuant to a free trial;
• Representatives means any employees, contractors, agents, affiliates, clients or other authorised representatives of an Organisation;
• Sensitive Information has the same definition as in the Privacy Act;
• Setup Service means (if applicable) the services as described in a Subscription Form to set up the Platform;
• Setup Fees means the setup fees set out in the Subscription Form;
• Subscription Form means the webform on the Website under which you subscribe to the Platform or as otherwise agreed between the parties in writing;
• Subscription Form Start Date means the start date for the relevant Subscription Form;
• Subscription Form Term means the term of the Subscription Form as set out in the Subscription Form;
• Software means the software used to provide any of the Platform, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties;
• Spam Act means the Spam Act 2003 (Cth);
• System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;
• Termination Date means:
• The date for termination otherwise agreed by the Parties;
• The expiration of the Voluntary Notice Period after the Minimum Subscription Period has passed;
• The expiration of the Voluntary Notice Period prior to the Minimum Subscription Period passing, subject to all Fees applicable to the use and access of the Platform during the Minimum Subscription Period having been paid by the relevant Organisation; or
• The date for termination for an event of default set out in clause 21.4;
• Third Party Inputs is defined in clause 9 (Authorised Users);
• User Account means an account of an Authorised User that is linked to a Customer Account;
• User Content means any Content shared via, or submitted or uploaded to, the Platform by a User of the Platform with a User Account.

• 8.1. Licence - In consideration for payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the Platform for the Subscription Form Term (“Licence”).
• 8.2. Licence Restrictions - You must not (and must ensure your Authorised Users do not) access or use the Platform except as permitted by the Licence and you must not and must not permit any other person to:
• Use the Platform in any way which is in breach of any applicable Laws or which infringes any person’s rights, including rights related to any person’s Intellectual Property;
• Use the Platform to transmit, publish or communicate material that is defamatory,
• Use the Platform in any way that damages, interferes with or interrupts the supply of the Platform;
• Introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;
• Reveal your Account’s password to others or allow others to use your Account (other than Authorised Users);
• Use the Platform to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
• Use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;
• Use the Platform to send any email, or any other form of messaging in breach of the Spam Act;
• Use the Platform to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”).
• Use the Platform to circumvent user authentication or security of any of our networks, accounts or hosts or those of our members or suppliers;
• Access or use the Platform user accounts through more than one IP address at any one time.
• 8.3. Purchased Services and free trials – If you register on the Platform for a free trial, we will make the applicable services available to you free of charge until the earlier of: (a) the end of the free trial period that we offered for the relevant services; or (b) the Agreement Start Date of any Purchased Service ordered by you, which includes the service provided as a free trial.
• 8.4. If we provide you with a free trial access to any services on the Platform, we do not offer refunds if you fail to cancel your subscription before the end of the trial period. We do, however, at all times abide by the provisions of the ACL in relation to any required consumer guarantees in relation to our services.
• 8.5. Additional terms and conditions for a free trial of any service may appear on the free trial registration web page, and such additional terms and conditions are incorporated into this Agreement by reference.
• 8.6. You must obtain necessary approvals - For us to provide the Platform to you, you warrant that you are authorised to use the Platform by any third party to which you have a legal obligation to notify of such use. In need, you must promptly obtain and provide to us any required licences, approvals or consents necessary for our performance of the Platform.
• 8.7. Authentication - You acknowledge that in order to access the Platform, you will be required to use multi-factor authentication as directed by us.

• 10.1. Third Party Inputs - You acknowledge and agree that:
• The provision of the Platform may be contingent on, or impacted by, third parties, other customers’ use of our services, suppliers, other subcontractors (“Third Party Inputs”);
• Despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of this Agreement or law, if such default or breach was caused or contributed to by any Third Party Inputs.
• 10.2. Interoperability with Third Party Inputs - You acknowledge and agree that:
• The Platform include certain optional functionality that may interface or interoperate with third party software or services;
• To the extent that you choose to use such functionality and they are not a part of the Platform, you are responsible for:
  •  The purchase of the requirements;
  •  The licensing obligations related to the applicable third party software and services;
• It is your responsibility to ensure these requirements are met in order for you to benefit from the specific functionality made available to you.

• 11.1. Setup Service - We will provide the Setup Service.
• 11.2. Development - If you require any changes to the scope, functionality or nature of the Platform or the elements of the Software used to provide the Platform or any bespoke customisations to the Platform, you must notify us of the changes you require.
• 11.3. Scoping - Following notification, at our discretion, we may provide you with written notice in the form of a statement of work covering:
• The Development Services; and
• The Development Fee required for us to undertake such Development Services.
• 11.4. Statement of Work for the Development Services - If you agree to the changes to the Platform, the Development Services and the Development Fees then, subject to the Parties signing a statement of work and this Agreement, we will provide the Development Services to you in consideration for payment of the Development Fee.
• 11.5. Support Services - During the Subscription Form Term, we will provide you with technical support services as set out in the Subscription Form.

• 13.1. Privacy Act - We will at all times comply with the Privacy Act, and in relation to Customer Data that contains or is Personal Information, we will only use this Customer Data in the manner permitted by this Agreement and the Privacy Act.
• 13.2. Your obligations:
• You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Customer Data; and
• You must and must ensure that all of your Personnel and Authorised Users comply, with the requirements of the Privacy Act in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement;
• 13.3. Without limiting this (Your obligations), you must
• Notify Authorised Users, Personnel, or other natural persons from whom Personal Information is collected about any matter prescribed by the Privacy Act in relation to the collection, use and storage of their Personal Information;
• Ensure that any Personal Information transferred to us is complete, accurate and up to date; and
• Notify us immediately upon becoming aware of any breach of the Privacy Act that may be related to the use of the Personal Information under this Agreement;


• 13.4. Without limiting this (Your obligations), you may only disclose Personal Information in your control to us if:
• You are authorised by the Privacy Act to collect the Personal Information and to use or disclose it in the manner required by this Agreement;
• You have informed the individual to whom the Personal Information relates, that it might be necessary for you to disclose their Personal Information to third parties and you have obtained their consent to do so; and
• Where any Personal Information is Sensitive Information or Health Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates.

• 14.1. Fees - You must pay us any Fees and any other amounts payable to us under this Agreement in accordance with the Payment Terms as follows:
• You are required to pay the Fees set out in the Subscription Form for obtaining a subscription to access the Platform as set by us from time to time. Fees are payable on a monthly or annual upfront basis;
• Authorised Users are not required to pay any Fees for use and access to the Platform but will only be permitted to create a User Account that is linked to a Customer Account if invited or granted permission by an Administrator of a Customer Account; and
• You are required to pay certain additional fees to us if you utilise any Optional Services (“Optional Fees”). Optional Fees are set out in the Subscription Form and are payable on a monthly or annual upfront basis.
• 14.2. Failure to pay invoices - If any payment has not been made in accordance with the Payment Terms, we may (in our absolute discretion):
• Immediately cease or suspend the provision of the Platform, and recover as a debt due and immediately payable from you any additional costs of doing so;
• Charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 0.5% per month, calculated daily and compounding monthly, on any such amounts unpaid after the due date; and
• Engage debt collection services and/or commence legal proceedings in relation to any such amounts.
• 14.3. Recommencement of services - If you rectify such non-payment after your Customer Account and User Accounts have been suspended, then we will recommence the provision of the accounts as soon as reasonably practicable.
• 14.4. Fees - The Fees are subject to change upon 30 days’ notice from us to you and will apply to the next billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account.
• 14.5. We reserve the right to increase the Fees and Optional Fees at any time. In that event, we will provide you with reasonable notice as to any increases.

• 17.1. Our Intellectual Property - All Intellectual Property in the Software, the Platform and all Intellectual Property developed, adapted, modified or created by us or our Personnel (including in connection with this Agreement, the Software and the Platform and any machine learning algorithms output from the Platform) is and will remain owned exclusively by us or our third party service providers.
• 17.2. Obligations - You must not, without our prior written consent:
• Copy or use, in whole or in part, any of our Intellectual Property;
• Reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
• Reverse assemble, reverse engineer, reverse compile or enhance the Platform;
• Breach any Intellectual Property rights connected with the Software or the Platform, including altering or modifying any of our Intellectual Property;
• Cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
• Resell, assign, transfer, distribute or make available the Platform to third parties;
• “frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network; or
• Alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to Software or the Platform.
• 17.3. Non-identifying analytics - Despite anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (“Analytics”). You agree that we may make such Analytics publicly available, provided that it:
• Does not contain identifying information here;
• Is not compiled using a sample size small enough to make the underlying Customer Data identifiable not contain identifying information.
• 17.4. Rights in Analytics - We and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.
• 17.5. Your Intellectual Property - As between you and us:
• All Customer Data is and remains your property;
• You retain any and all rights, title and interest in and to the Customer Data, including all copies, modifications, extensions and derivative works.
• 17.6. Licence - You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Customer Data during the Agreement Term solely to:
• Supply the Platform to you (including to enable you and your Personnel to access and use the Platform);
• Diagnose problems with the Platform;
• Enhance and otherwise modify the Platform;
• Develop other services, provided we de-identify the Customer Data, as reasonably required to perform our obligations under this Agreement.

• 18.1. You must, at all times, ensure the integrity of the Customer Data and that your use of the Customer Data is compliant with all Laws;
• 18.2. You represent and warrant that:
• You have obtained all necessary rights, releases and permissions to provide all your Customer Data to us and to grant the rights granted to us in this Agreement;
• The Customer Data (and its transfer to and use by us) as authorised by you, under this Agreement does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity; and
• Any use, collection and disclosure authorised in this Agreement is not inconsistent with the terms of any applicable privacy policies.

• 19.1. Liability - Despite anything to the contrary, to the maximum extent permitted by law:
• The maximum aggregate Liability arising from or in connection with this Agreement (including the Platform or the subject matter of this Agreement) will be limited to, and must not exceed in the aggregate for all claims the total amount of Fees you paid to us in the 12 month period directly preceding the date on which such Liability arose;
• We will not be liable to you for any Consequential Loss, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
• 19.2. Exclusions to Liability - Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:
• Loss of, or damage to, any property or any injury to or loss to any person;
• Failure or delay in providing the Platform;
• Breach of this Agreement or any Laws;
• The Computing Environment, where caused or contributed to by any Force Majeure Event;
• A fault, defect, error or omission in the Computing Environment or Customer Data; or
• Act or omission by you, your related parties, Authorised Users, Personnel or any third party (including customers, end users, suppliers, providers or subcontractors), and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Platform.
• 19.3. Indemnity - You will defend, indemnify and hold us and our Personnel harmless from an against any and all claims, charges, actions, liabilities, investigations, demands and similar, including but not limited to any costs, any direct, indirect, incidental loss or damage or Consequential Loss, and all legal fees, which may be brought against us or our Personnel (or both) by any third party in respect of any claimed loss or damage arising from (i) your breach or alleged breach of the Terms of this Agreement, (ii) unauthorised use of the Platform by you or anyone using your login information, (iii) unauthorised use of the Platform by any or your Authorised Users or anyone using the login information of any of your Authorised Users; (iv) any misuse of Confidential Information in relation to the Customer Data; or (v) and breach of the Privacy Act in relation to the Customer Data.
• 19.4. Acknowledgement - You acknowledge and agree that:
• You are responsible for all users using the Platform, including your Personnel and any Authorised Users;
• Your use the Platform and any associated programs and files at your own risk;
• 19.5. The technical processing and transmission of the Platform, including Customer Data, may be transferred unencrypted and involves:
• Transmissions over various networks;
• Changes to conform and adapt to technical requirements of connecting networks or devices;
• We may use third party service providers to host the Platform. If the providers of third-party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
• The Platform may use third party products, facilities or services. We do not make any warranty or representation in respect of the third-party products, facilities or services;
• We do not guarantee that any file or program available for download and/or execution from or via the Platform is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
• We are not responsible for the integrity or existence of any Customer Data on the Computing Environment, network or any device controlled by you or your Authorised Users;
• We may pursue any available equitable or other remedy against you if you breach any provision of this Agreement.
• 19.6. You will inform us if you have reasonable concerns relating to our provision of the Platform under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns.

• 20.1. ACL - Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (“Statutory Rights”).
• 20.2. ACL Guarantees - If we breach your Statutory Rights, our liability to you is limited to:
• re-performance of the services; or
• the payment of the cost of having the services supplied to you again or, at our option, compensating you for the reduced value of the services you have received or refunding you the amount you have paid for the services to which your claim of failure of supply of the services relates.
• 20.3. Consumer - If the ACL applies to you as a consumer, nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability to a person or legal entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement.
• 20.4. Implied warranties - Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.

• 21.1. Mutual Termination - The Parties may terminate this Agreement by a mutually signed agreement. All Subscription Forms in existence at the time of termination will also terminate.
• 21.2. Minimum Subscription Period – You are permitted to terminate this Agreement and request your Customer Account, and the User Accounts of any Authorised Users, to be deleted from the Platform at any time following the Minimum Subscription Period, provided that you have provided us with 90 days written notice (“Voluntary Notice Period”). We may otherwise agree that a Customer Account is deleted sooner by mutual agreement with you.
• 21.3. If you want to terminate this Agreement prior to the expiration of the Minimum Subscription Period, you are permitted to do so by providing the Voluntary Notice Period, however all Fees applicable to the use and access of the Platform during the Minimum Subscription Period will remain payable to us unless we otherwise agreed.
• 21.4. Termination for default - To the extent permitted by law, either Party may terminate this Agreement and any affected Subscription Form, if the other Party:
• Has breached a material term of this Agreement or a Subscription Form and has failed to remedy such breach within 20 Business Days of receiving notice to do so, subject to any other express right of termination;
• Ceases operation without a successor to its business; or
• Is subject to an Insolvency Event.
• 21.4. In the event of termination under this provision, all Fees are non-refundable except as required by ACL consumer guarantees.
• 21.5. Termination for failure to pay - We may terminate this Agreement or a Subscription Form by providing you with five Business Days’ notice, in our sole discretion, if you fail to pay an invoice within 7 days of the invoice payment date.

• 22.1. Effect of termination - On termination of this Agreement or a Subscription Form:
• You must cease using the Platform and we will cease to provide the Platform;
• You are responsible for extracting all required Customer Data and User Content connected with your Customer Account from the Platform prior to the Termination Date;
• You agree that any payments made are not refundable;
• You must pay for access to the Platform provided under this Agreement including the use of the Platform which have been performed and have not yet been invoiced to you, and all other amounts due and payable under this Agreement, including under an indemnity, within 5 Business Days of termination;
• You must promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property;
• We must promptly return (where possible) or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property unless we are required by Law or regulatory requirements to retain such information;
• The avoidance of doubt, any provisions of this Agreement that by their nature survive the termination of this Agreement will remain in force after this Agreement Term; and
• We may remove your Customer Data and User Content connected with your Customer Account within one month of the date of termination or expiry of this Agreement.
• 22.2. Removal of Customer Data - You must, within 3 months of the date of termination or expiry of this Agreement or relevant Subscription Form, copy all Customer Data and User Content connected with your Customer Account and we will allow you access to the Platform during this time solely for that purpose. After this time, we will be entitled to permanently delete all Customer Data and User Content connected with your Customer Account.
• 22.3. Limits to our ability to delete encrypted back-ups of Customer Data - We are unable to delete encrypted back-ups of Customer Data from a specific Customer Account (if such back-ups exist) which is commingled with the Customer Data of other Customer Accounts. If there are encrypted back-ups for a Customer Account which are to be deleted, we will continue its usual procedure for creating encrypted back-ups such that the Customer Data for the specific Customer Account in any existing encrypted back-ups is superseded and/or deleted, and we also undertake not to extract Customer Data from any encrypted back-ups.
• 22.4. Disengagement services - On termination of this Agreement, we may offer to provide you with disengagement support services to export Customer Data and User Content connected with your Customer Account at our then current rates, and such disengagement support services must be agreed in writing by the Parties.
• 22.5. Accrued rights - The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement or a Subscription Form.

• 23.1. Our warranties - We warrant and agree that:
• We are properly constituted and have the right and authority to enter into this Agreement;
• We will provide the Platform in accordance with all applicable Laws;
• We will use reasonable effort to ensure all of our obligations under this Agreement will be carried out:
• By suitably competent and trained Personnel; and
• In an efficient and professional manner.
• 23.2. Your warranties - You warrant that:
• You are a licensed Financial Advisor or operate as a licensed Financial Services Business;
• There are no legal restrictions preventing you from agreeing to this Agreement;
• You are not subject to an Insolvency Event;
• You will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Platform, and as otherwise requested by us, from time to time, and in a timely manner;
• All information and documentation that you provide to us in connection with this Agreement is true, correct and complete and that we will rely on such information and documentation in order to provide the Platform;
• You will comply with your obligations under the Code of Ethics of FASEA;
• You are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Platform to be provided in accordance with this Agreement, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;
• You will maintain the confidentiality and security of any of your Account details or passwords;
• If applicable, you hold a valid ABN which has been advised to us; and
• If applicable, you are registered for GST purposes.

• 24.1. Confidential - Each Party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other Party (Discloser) except:
• Where permitted by this Agreement;
• With the prior written consent of the Discloser;
• Where the Confidential Information is received from a third party, except where there has been a breach of confidence;
• On a confidential, “needs to know” basis to the Recipient’s Personnel, auditors, insurers, agents and professional advisors; or
• Where the Recipient is compelled to do so by Law, provided that it gives the other Party written notice prior to disclosure;
• 24.2. Use - The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Agreement.

• 25.1. Amendment - This Agreement may only be amended by a written instrument executed by both Parties.
• 25.2. Assignment - Neither Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any purported dealing in breach of this clause is of no force or effect.
• 25.3. Delay
• If the provision of the Platform depends upon or includes the provision of information, materials, consents or approvals by you or your Personnel, or requires your cooperation, action or response (or that of your Personnel), you must provide that information, cooperation and those materials, consents or approvals in a timely manner;
• If you breach this obligation, we will be entitled to an extension of time in respect of any deadline or milestone to the extent of the delay caused by you and we will have no Liability for a failure to perform the Platform caused by you;
• If we are delayed from performing our obligations due to such a circumstance for a period of at least two months, we may terminate this Agreement with you by giving you five Business Days’ notice in writing.
• 25.4. Disputes and Notices -
• Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with a senior representative of the other Party to seek (in good faith) to resolve that dispute (unless that Party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision);
• Any notice required or permitted to be given by either Party to the other under these conditions will be in writing addressed to the Party at the address in the Subscription Form. A Party may change its notice details by written notice to the other Parties. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.
• 25.5. Entire agreement - This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
• 25.6. No Exclusivity - the Platform will be provided to you on a non-exclusive basis.
• 25.7. Feature sets - We reserve the right at any time and from time to time to change or remove features of the Platform provided that, where there is any material negative alteration to the functionality of the Platform in accordance with this clause, we will provide you with 20 Business Days’ notice and you may terminate this Agreement and Subscription Forms by written notice without Liability to us.
• 25.8. Overseas access - the Platform may be accessed in Australia and overseas (except from the Russian Federation or The People’s Republic of China which is blocked). We make no representation that the Platform complies with the Laws (including Intellectual Property laws) of any country outside of Australia. If you access the Platform from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place you access the Platform.
• 25.9. Publicity - With your prior written consent, we may use advertising or publicly announce that we have undertaken work for you, including in website testimonials and in our marketing material.
• 25.10. Subcontracting - We may engage subcontractors to perform the Platform on our behalf. Despite this, we retain responsibility for all our obligations under this Agreement.
• 25.11. Waiver - Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.
• 25.12. Severance - If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
• 25.13. Counterparts - This Agreement may be executed in any number of counterparts that together will form one instrument.

• 26.1. In this Agreement, unless the context otherwise requires:
• The singular includes the plural and vice versa;
• Headings are for convenience only and do not affect interpretation;
• A reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
• If any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
• The word “month" means calendar month and the word “year" means 12 months;
• The words “in writing" include any communication sent by letter or email or any other form of communication capable of being read by the recipient;
• A reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
• The word “includes" and other similar words mean “includes without limitation";
• A reference to $ or dollars refers to the currency of Australia from time to time;
• A reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body;
• No clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it.