End User Agreement

IMPORTANT – READ CAREFULLY: This end-user agreement (“Agreement”) is a legally binding agreement between you (a company, firm, partnership or an individual user) and talaw.com Pty Ltd ACN 006 372 265 covering your use of the document sharing cloud solution known as TA Law eBrief Ready (“Service”). We will refer to ourselves in this Agreement as “we” or “us”. We are an Australian corporation with our headquarters in Melbourne.

You must read this Agreement carefully before accessing or using the Service.

This Agreement only applies if you are located in Australia or are accessing the Service via our Australian website at www.ebriefready.com.au

Your use of the Service is conditional on your acceptance of the terms set forth in this Agreement. By using or continuing to use the Service, you agree to be bound by this Agreement.

Effective From 6 December 2022

1. Overview

We will provide the Service to you in accordance with this Agreement.
The Service assists solicitors, barristers and advocates and manages their cases by allowing Users to create a matter for each case, upload documents related to the case and share these documents with other Users. Users can share the matter folder with other Users and give access to other Users to upload documents and manage the matter.
The documents are saved as part of the matter on a server, allowing searching, downloading and extraction later.
This Agreement includes these standard terms and the pricing details set out on our website.

2. The eBrief Ready Service

2.1 Users

We will provide you with access to and use of the Service. If you have the appropriate subscription package and authority, you can create accounts for use by other Users and can add and remove Users.
Users must have an account to access and use the Service.
You must not create accounts for use by third parties, that is, people who are not associated with you.
You will ensure that each person who uses the Service from your organisation has an account in their name. Accounts must not be shared by or between users.
A User must not use the Service if barred by law from using the Service.
We may require that each User agree to legal terms that are not inconsistent with this Agreement before using the Service.

2.2 The Service

The Service can be accessed via the website located at ebriefready.com.au.
To use the Service, you must have a computer or mobile device with an up-to-date operating system and web browser, and a fast internet connection.
You are responsible for all third-party costs associated with accessing the Service, including for example the fees charge by internet service providers or telecommunications carriers.
We will provide the Service in a professional manner with due care and skill and in accordance with good industry practice.
In providing the Service, we will comply with all Laws, including Privacy Laws.
The parties will always act reasonably and in good faith when dealing with each other.
If we attend your premises, we will comply with your relevant policies and directions known or made known to us.
Additional services may be provided under this Agreement where the parties agree to and sign a written addendum that specifies the additional services and states that those additional services are being provided pursuant to this Agreement.

2.3 Security

We are ISO 27001 accredited.
To log into an account, you must have two-factor authentication (2FA) configured in accordance with instructions provided by us. This requires access to a device such a mobile telephone that can receive SMS messages or a tablet or mobile telephone connected to the Internet that has the designated authentication App.
We implement industry standard systems and take reasonable measures consistent with commercially available security practices to secure the Service from unauthorized access and to protect the integrity and confidentiality of the transmission, processing, and storage of your content.
However, any transmission of data over the internet is inherently risky. You acknowledge and agree that you are responsible for your and your User’s access to the Service, for the computer or mobile device and associated software that is used to access the Services, and for transmission of data over the internet.
You are responsible for taking precautions to ensure that your access to the Service does not expose you to the risk of interference or damage to your content or computer systems or networks.
We make no representation and give no warranty regarding your access to the Service. Due to the nature of the internet and software programs, during the use of the Service, you may experience errors, poor network performance and other issues that detract from use of the Service. While we take steps to maintain the Service, we do not warrant that the Service will be constantly available or warrant that you will have uninterrupted and error-free access to the Service.
Due to regulatory or technical restrictions, you may not be able to access the Service from any particular location. You should verify access prior to accepting the Agreement. We are not responsible for your inability to access the Service.

2.4 User Accounts

When an account is created, you must:
1. provide accurate, current and complete information for the indicated mandatory fields (including a valid work email address); and
2. maintain and update User information to keep your account details accurate, current and complete; and
3. if you supply us with any inaccurate, false or incomplete information (or fail to keep such information current), we have the right to terminate your account and access to the Service.

2.5 Usernames and Passwords

To use all features of the Service, you (and each User) must create an account with us, including selecting a unique username and password.
You are fully responsible for maintaining the confidentiality of your username and password, and for all activities that are conducted through or under your account and any other User accounts created in accordance with your subscription.
You (and each User) must not under any circumstances share a password for the Service with any other person.
You (and each User) must not transfer, sell, rent, lend or otherwise dispose of a username or password for the Service (or attempt to do any of the foregoing).
You (and each User) must inform us immediately if you (or the User) suspect or become aware of a breach of security relating to your or a User account. The person impacted must promptly change the User’s password.
A User may close the User’s account by emailing us at info@ebriefready.com.au

2.6 Use of the Service

You (and each User) must use the Service in a responsible and reasonable manner. You (and each User) must not use the Service in a way that is against the Law or that harms us or our partners, affiliates, customers or suppliers.
Without limiting the foregoing, you (and each User) must not:
1. Attempt to gain access to, alter or disrupt any account, software, hardware (including, without limitation, the Service) or network relating to the Service without authorization;
2. Use the Service to document, reproduce, share or store pornographic or adult material;
3. Use the Service to document, reproduce, share or store defamatory material, other than for the purpose of litigation or the provision of legal advice;
4. Use the Service to document, reproduce, share or store illegal material, other than for the purpose of a litigation or the provision of legal advice;
5. Use automatic scripts or programs (including web crawlers) to access or attempt to gain access to the Service;
6. Attempt to access the Service other than through our designated website or as otherwise permitted by us;
7. Remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Service;
8. Reverse engineer, decompile or disassemble the Service, or otherwise attempt to derive the source code or trade secrets of the Service except as, and then only to the extent, expressly permitted by applicable Law;
9. Create any derivative works or adaptations of the Service;
10. Rent, lease, lend-for-profit or provide commercial hosting of the Service, or otherwise provide or make available the Service to any other person for their use;
11. Resell the Service to any person;
12. Create a white label system using the Service;
13. Frame any website provided via the Service; or
14. Use the Service other than as expressly permitted by this Agreement, or in any manner that we reasonably determine to be inappropriate or excessive.

2.7 Purpose

You (and each User) have no right to use the Service for any purpose other than as specified in this Agreement.
The rights granted in this Agreement are your only rights in relation to the Service.

2.8 Updates

We may change, modify or remove some or all of the features of the Service at any time and at our sole discretion.
We may make available enhancements or updates to the Service, but are under no obligation to do so.
Where we choose to make available to you any patches, updates, add-ons or hot-fixes to the Service, this Agreement also applies to these changes unless they are accompanied by separate terms agreed to by you.

2.9 Maintenance

We periodically conduct maintenance in respect of the Service. During a maintenance period, the Service may be unavailable, or some features may not work as expected. We will endeavour to give you at least one weeks’ notice of any scheduled maintenance.
We have the right to interrupt the Service from time to time, as and when we deem appropriate, to perform maintenance relating to the Service.

2.10 Storage of content

We are not legally required to back-up, store, maintain or provide you with a back-up copy of any content stored in the Service.
However, where we create a back-up copy of your (or your User’s) content, we may provide you with a copy upon request subject to your payment of any additional costs we may charge. We are not responsible or liable for any loss of data or content resulting from your or any User’s use of the Service.

2.11 User content

We do not own or review any content that is uploaded to the Service.
We are not responsible or liable for any content that is uploaded to the Service, whether by you, your Users or by other users.
Specifically, we do not warrant or represent that any content uploaded to the Service:
1. Is true and correct, and not misleading or deceptive;
2. Does not infringe any third party’s intellectual property rights or other proprietary rights;
3. Does not breach any law; or
4. Is not offensive, defamatory or otherwise inappropriate.
If you believe any content or information located in the Service infringes your or a client’s rights or is otherwise unlawful, please immediately contact us.

2.12 Law Firms and Corporations

If you are a corporation, law firm, or have entered into this Agreement on behalf of a corporation or law firm, the corporation or law firm is responsible for ensuring that all of its partners, employees and agents comply with the terms of this Agreement.

3. Intellectual Property

The Service is our intellectual property.
Copyright and other intellectual property laws protect the Service.
We do not own the content that you or any Users upload to the Service.
We will not knowingly or intentionally infringe any Intellectual Property Rights when providing the Service.
You warrant that you own or have the right to upload the content that you (and your Users) upload to the Service.
You are responsible for ensuring that you and each of your Users do not, in using the Service, infringe or violate any other person’s Intellectual Property Rights, misappropriate confidential information, or breach any Laws including Privacy Laws.
You grant us a limited, non-exclusive, perpetual, revocable, royalty-free and non-transferable licence to use the Intellectual Property Rights in any content you (or your Users) upload or provide to us to the extent necessary for us to perform operate the Service or to otherwise exercise our rights or to comply with our obligations under this Agreement or any other agreement we have with you. We may sub-license this license to third party service providers who assist us in providing the Service, and to other users who access and use the Service.
You hereby represent to us that you are using the Service for the purposes of a judicial or other legal proceeding or for the purpose of the giving or receiving of professional advice by a legal practitioner, patent attorney or trade marks attorney.
From time to time, you may send us suggestions, materials, information, ideas or concepts relating to the Service (“Ideas”). You hereby grant us a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) to use such Ideas as we see fit, without payment of a fee. Without limiting the foregoing, no Idea will be subject to any confidentiality obligation.
You have no right to use our trade marks or brands unless explicitly provided for in a separate trademark licence agreement or as set out in this clause. From the Effective Date until this Agreement terminates or expires, you may use our logos that can be downloaded from the webpage at ebriefready.com.au/branding-guidelines in accordance with the branding guidelines set out on that webpage. The logos may only be used to promote your use of the Service. We can terminate this license if you do not comply with the provisions in this clause.
We may inform people that you are a user of the Service.

4. Subscriptions

4.1 Subscriptions

We have several different account types such as for example Limited Accounts, Pro Accounts, Law Firm Accounts and Chambers Accounts. Account types and features: The features for each account type are set out on our website and are subject to change. You (or your firm or employer) subscribe for a subscription for the account type that is selected when subscribing via our website or when entering into a written agreement with us.
Subscriptions are annual subscriptions based on the number of Users.
The subscription period commences on the date set that you subscribe (“Effective Date”).
If you have a Limited Account, you may upgrade to a paid version of the Service (“Paid Account”).
A different subscription fee and associated billing period (“Subscription Fee”) applies to each type of Paid Account. Details about our fees, pricing and account types are available on our website at ebriefready.com.au/
You may upgrade to a Paid Account by paying a Subscription Fee in advance on the recurring interval disclosed to you prior to your purchase.
By registering for a Paid Account, you agree to pay us the applicable Subscription Fee for the subscription period as set out in further detail in clauses 4.2 to 4.4.
If you have a Limited Account, you will not be required to make any payment.
If you are invited to a matter by a User who has a subscription, you will need to create a free Limited Account to access the matter however you will not be required to make any payment.

4.2 Renewal and Cancellation

Clauses 4.2 and 4.3 apply if you have a Paid Account with us.

Your subscription to the Service will automatically renew at the end of the applicable subscription period for one-year periods, unless you cancel its subscription before the end of the then-current subscription period by emailing us at info@ebriefready.com.au
The cancellation will take effect the day after the last day of the current subscription period, and you will be automatically downgraded to a Limited Account which will only allow you to use the Service to share with another user who is a paying subscriber. You will not receive a refund or credit for any partial subscription periods if you cancel early, unless we are at fault.
If you cancel your subscription, we may retain a copy of your content for archival or legal purposes. You acknowledge and agrees that we are not required to maintain a copy of any content you or your Users have uploaded to the Service, and we may delete such content and any other data owned by you without your consent upon cancellation of our subscription, unless otherwise agreed.

4.3 Subscription Fee

You agree to pay us the applicable Subscription Fee for the subscription period.
We will issue you an invoice in accordance with your subscription. Unless expressly stated otherwise, the Subscription Fee is payable within 14 days of the invoice date for a Law Firm or Chambers Account. For Pro Accounts, you must pay in advance by credit card.
Subscription Fees are non-refundable. If you cancel your subscription during the term of the subscription, no part of the Subscription Fee is refundable, and you must pay the balance of the Subscription Fee to the end of the subscription period.
We may change the Subscription Fee that applies to you from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. You agree to accept the new fee by continuing to use the Service after the Subscription Fee change takes effect. If you do not agree with a fee change, you has the right to reject the change by terminating this Agreement prior to the fee change taking effect.

4.4 GST

If GST is payable on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply.
Unless otherwise stated, all amounts referred to in this Agreement, including the Subscription Fees, are stated on a GST exclusive basis.
If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST payable on that supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.
In providing an invoice, a party shall provide proper tax invoices if GST is applicable to the Fees.
Terms which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) shall have that meaning in this Agreement.

5. Confidentiality

We are not in a fiduciary relationship with you.
Each party agrees to keep strictly confidential, and not to disclose, the Confidential Information of the other party.
Each party agrees to use the Confidential Information of the other party solely to carry out its obligations or receive the benefits of this Agreement.
Notwithstanding the foregoing, a party may disclose Confidential Information of the other party:
1. to its legal advisors, accountants, auditors on a confidential need-to-know basis;
2. to its partners and employees and its Related Bodies Corporate on a confidential need-to-know basis;
3. in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or
4. to the extent required by Law or pursuant to a binding order of a government agency or court.

6. Privacy and Security

We hold any personal information that you provide to us in accordance with our privacy policy, the current version of which is located on our website at ebriefready.com.au/privacy-policy/
Our privacy policy is hereby incorporated into this Agreement by reference.
You acknowledge and agrees to be bound by the terms of our privacy policy.
We may amend our privacy policy from time to time. We will notify you of any amendments by email or online posting on our website or you next use the Service.
You control the content uploaded to the Service. We do not collect or use Personal Information that is contained in content that you upload to the Service.
We collect and use Personal Information from and about you. This allows us, for example, to open and administer user accounts and to provide the Service to you.
You must not do anything that puts us in breach of any Privacy Law or our published privacy policy.
You must comply with all our reasonable directions regarding privacy and security.
You must obtain all necessary consents, and provide all necessary collection notices, relevant to the Service, including those required by the Privacy Laws in relation to the collection, use, disclosure and storage of Personal Information of any individual whose Personal Information may be provided to us, directly or indirectly, as contemplated by this Agreement.

7. Force Majeure

Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations.
The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.

8. Suspension

If we suspect that you (or one of your Users) has breached any term of this Agreement, we have the right to (without limitation) to:
1. Remove your documents from the Service;
2. Suspend your ability to upload or share documents via the Service;
3. Suspend your access to the Service; and
4. Terminate your access to the Service.
We reserve the right to take any such action without prior notice.
If your access to the Service is suspended or terminated for any reason or if your documents are removed from the Service, you will not be entitled to damages, or any refund or reimbursement of Subscription Fees or other amounts previously paid by or charged to you.

9. Termination

Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if:
1. the other party experiences an Insolvency Event; or
2. the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 14 days after receiving written notice from the terminating party requiring it to do so.
You may terminate this Agreement on 90 days’ written notice for any reason and without cause. However, as set out above, you must pay out any the balance of the subscription period.
We may terminate this Agreement immediately by written notice to you in the event of:
1. any change (directly or indirectly) in a controlling interest or majority ownership of you;
2. there is a change in Law that materially or permanently prevents us from providing the Service; or
3. you do something to bring us into disrepute.
Upon termination of this Agreement, you’s right to access the paid features of the Service ceases.

10. Warranties, Indemnity and Limitations

10.1 Warranties

Each party warrants that it:
1. has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement; and
2. will comply at all times with applicable Laws.
You warrants and represents that:
1. If you are using the Service (including uploading content) on behalf of another person (such as a client or another law firm), you have and continue to holds the necessary permission to act on behalf of that person;
2. You will use the Service in accordance with this Agreement;
3. You will not use the Service or any information that you obtain during use of the Service for any improper or unlawful purpose; and
4. You will not infringe any person’s Intellectual Property Rights while using the Service.

10.2 Indemnity

You hereby defends, holds harmless and indemnifies us and our Related Bodies Corporate and Personnel (the Indemnified Parties) from and against any Loss suffered or incurred by the Indemnified Parties arising out of or in connection with any material breach by you of any provision of this Agreement including any warranty in this Agreement, or that the Indemnified Parties may suffer or incur arising out of or relating to your or one of your User’s misuse of the Service, or in respect of any claim made or legal or regulatory action brought against the Indemnified Parties arising out of or relating to your or one of your User’s conduct that is a misuse of the Service or breach of this Agreement.

10.3 Limitations

Without limiting any other term of this Agreement, we are not responsible for:
1. Internet, electronic, hardware, software, network or other computer-related failures, malfunctions or errors;
2. Any disruptions, damages, losses, failures or errors that are caused by events or occurrences that are beyond our control; or
3. Typographical, processing, mechanical or human errors.
Subject to the express provisions of this Agreement, we provide the Service strictly on an “as-is” and “as available” basis, and to the maximum extent permitted by law, we exclude all warranties, terms, conditions or undertakings whether express or implied, statutory or otherwise, that the Service will be:
1. Available at any particular time;
2. Secure or error-free;
3. Fit for any particular purpose; or
4. Will meet any standard or specification.
If we are found to be liable to you (including in contract, tort (including negligence) or otherwise), our liability is limited in all circumstances to one of the following options, as selected by us:
1. Resupply of the Service;
2. Supply of a similar Service;
3. Refunding the amount you paid for the Service;
4. Refunding the amount you paid for the Service plus the amount you paid for one month’s subscription;
5. Fixing the Service (if appropriate); or
6. Paying someone else to fix the Service (if appropriate).
Notwithstanding sub-clause (c) above, to the fullest extent permitted by applicable law, our total cumulative liability to you in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, will not exceed AUD $500.
To the fullest extent permitted by applicable law, we hereby expressly disclaim all implied or statutory warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, reliability, accuracy, completeness and quiet enjoyment.
Notwithstanding any other clause of this Agreement, to the extent permitted by law, we exclude all liability, including in tort (including negligence), contract and otherwise, for any loss of or damage to data, loss of profits, loss of revenue, loss of privacy, damage to reputation and goodwill, and loss of business, and any consequential, indirect or special loss or damage.
Our liability under this Agreement will be reduced proportionally to the extent to which any loss was caused or contributed to by any negligence or other wrongful act or omission of you or your Users.

11. Assignment and Subcontracting

You must not assign or novate, directly or indirectly, any of its rights or obligations under this Agreement without the prior written consent of us. We may assign or novate all of part of this Agreement on written notice to you. You are not an agent or employee of us. We are not an agent or employee of you.
Nothing contained or implied in this Agreement means that you or a User is a partner, agent or legal representative of us for any purpose, or creates any partnership, agency or trust. No User has any authority to bind us in any way. Any relationship we have with Users is as a service provider.

12. Survival

Without limiting any other provision of this agreement, clauses 2.6(b), 3(g), 3(i), 4.3(c), 4.4, 5, 10.2, 10.3, 15 and 17, and any other clauses which should by their nature survive termination of this Agreement, survive termination or expiry of this Agreement for any reason.

13. No Uptime Guarantee

We do not guarantee 24 hours uptime of the Service.

14. Notices

Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:
1. must be in writing and signed by the sender or a person duly authorised by the sender;
2. must be addressed and delivered to the intended recipient by prepaid post or by hand or email to the address or email address of the representative of the party as specified by you when you opened your account or for us as set out at the end of this Agreement, or as last notified by the intended recipient to the sender; and
3. will be conclusively taken to be duly given or made when delivered, received or left at the above email address, or address. If delivery or receipt occurs on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place.

15. Dispute Resolution

If any dispute arises in relation to the Service or this Agreement, you agree to:
- First contact us to discuss.
- If we are unable to resolve the matter within 14 days of being notified, we will arrange a time for one of our senior representatives to contact you (or your senior representative) at a convenient time to discuss.
- If we are unable to resolve the dispute between our senior representatives, the matter will be referred to mediation, with a mediator to be appointed by the Institute of Arbitrators and Mediators Australia.
- If the dispute is not able to be resolved by mediation, the parties may agree to implement further alternative dispute resolution processes.
Nothing in this clause prevents a party from seeking urgent injunctive relief before an appropriate court.

16. Other Agreements and Amendments

We may also have other agreements with you which apply in addition to this Agreement, including cloud services agreements which relate to certain cloud services for Diary, Accounting, CRM and Mailroom systems.
To the extent that there is any inconsistency between this Agreement and another agreement between you and us, this Agreement will prevail in relation to the Service unless the other agreement expressly states otherwise.
We may amend this Agreement at any time in our sole discretion. We will notify you of any such amendments by e-mail or online posting or when you next use the Service.
We will notify you or publish such amendments on our website at least 10 days before the change is in force.
If you do not agree to such amendments, then you must stop using the Service; if you continue using the Service after the date on which any such amendments come into force, you will be deemed to have agreed to such amendments.

17. General

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement.
This Agreement contains the entire agreement between the parties with respect to its subject matter.
Each party will be fully responsible to the other party for any Loss suffered arising from or in connection with the acts or omissions of its partners, sub-contractors, contractors, assigns and all their employees, as if they were the acts and omissions of the relevant party.
No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of Victoria. In relation to such matters each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction in Victoria and waives any right to object to the venue on any ground.

18. Definitions and Interpretation

18.1 Definitions

The following definitions apply unless the context requires otherwise.

Commencement Date is the date that you subscribe online, or if your use is the subject of a signed written agreement, the date set out in that signed written agreement as the Commencement Date.

Confidential Information means all non-public business or technical information, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement.

Confidential Information does not include information which party can demonstrate by written records was:

already known to that party;
received by that party from a third party not under a duty of confidence; or
independently developed by that party by people who did not have access to the Confidential Information of the other party.

Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, or power, water and other utility shortage.

An Insolvency Event occurs in respect of a person where:

a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
a party becomes or is (including under legislation) deemed or presumed to be insolvent;
a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business;
any composition or arrangement is made with any one or more classes of its creditors;
except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation;
a party enters into liquidation whether compulsorily or voluntarily; or
any analogous or comparable event takes place in any jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trade marks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.

Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments, and includes any Privacy Laws.

Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.

Personal Information has the meaning given to that term in the Privacy Act.

Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person’s direct or indirect control and includes any subcontractors.

Privacy Laws means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth).

Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act.

Subscription Fee is specified when you take up a subscription online on our website.

User means a user authorised to use the Service by you.

18.2 Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

the singular includes the plural and conversely;
where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
a reference to a person includes any body corporate, unincorporated body or other entity and conversely;
a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns;
a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;
a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;
a reference to includes, means includes without limitation; and
all references to $ are to Australian dollars, unless otherwise specified.

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