Please read these Terms and Conditions (T&Cs) carefully as they govern your access to, and use of, any services provided by NowInfinity Pty Ltd ACN 154 927 376 (we, us and our) to you, including those subscribed to via our website or in a subscription order form (the Services). By using the Services, you agree to be bound by these T&Cs.
Liability: Our liability is limited under the T&Cs – see clauses 9 and 10 in particular.
Referral fees: If you use any third-party electronic signature solution that we make available for use in conjunction with our services, and you choose to purchase a higher-level or additional subscription directly with that third party, we may receive a referral fee as a result. If you use our legal advice service, through which you may seek and obtain legal advice from a legal services provider, we may charge and retain a margin on those services.
If you have any questions, please contact email@example.com.
1 Services generally
(a)We offer our Services on a term-based subscription basis (a Subscription), or for some Services on an on-demand basis with no committed term (On-Demand Access).
(b) We will provide your officers, employees and individuals engaged on a contract or labour hire basis (Staff) with access to the Services, subject to these T&Cs.
(c) We may provide you with materials as part of the Services (Materials). You must not use the Services or any Materials in any way whatsoever except as permitted under these T&Cs.
(d) If the Services include the ability to download:
(i) templates and associated Materials that have been prepared for us by third party legal practitioners (Legal Templates); or
(ii) other templates and associated Materials (Non-Legal Templates),
(together, Templates) you may provide those Templates to your clients to whom you provide accounting, financial planning or other services that are substantially more than just the provision of the Templates (Clients) but only as permitted under these T&Cs.
(e) A username and password are required to access some of the Services (Login Details). Where we provide you with Login Details, those Login Details may only be used by your Staff. You must not reveal those Login Details to any other person. You are responsible for maintaining the security of your Login Details and we will not be liable for any loss or damage from a failure to do so.
(f) You are wholly responsible for the access to, and use of, the Services and any Materials by your Staff and Clients. You must at all times ensure that your Staff and Clients do not access or use the Services or any Materials other than as permitted under these T&Cs. You must ensure that your Staff comply with all of your obligations under these T&Cs, and you will be fully liable for their acts and omissions as if they were your own.
(g) You must comply with all applicable laws in relation to your use of the Services and the Materials.
(h) You must not reverse engineer or decompile any part of the Services unless permitted by law, or remove, alter or obscure any disclaimers or identification, copyright, trademark or other proprietary notices, labels or marks on any Materials.
(i) We reserve the right to, at any time, offer new services and/or features, or improve, modify or discontinue any Services or any part of them temporarily or permanently (a Change). Where you have an existing Subscription and we believe that a Change may be materially detrimental to you, we will provide you with reasonable written notice of up to 30 days of that Change. Where a Change is materially detrimental to you, you may, no later than 30 days after the Change comes into effect, terminate your Subscription by giving us notice in writing in accordance with clause 20 of these T&Cs, in which case your Subscription will terminate 30 days after your termination notice is received and we will refund you any Fees (as defined in clause 5 of these T&Cs) paid in advance for the period beyond the date of termination. Where you do not have an existing Subscription, we may make a Change at any time without notice.
2 e-Signature Solution
We may make available a third party electronic signature solution for use in conjunction with the Services (an e-Signature Solution). The following paragraphs apply to your access and use of an e-Signature Solution depending on the licensing model it is provided under:
(a) where we offer, and you have elected to use, a “bring your own licence” option for an e-Signature Solution, you are responsible for procuring any licences necessary to use the e-Signature Solution. The contractual relationship for your use of the e-Signature Solution is solely between you and the provider of the e-Signature Solution, and you must comply with any terms applicable to the access and use of the e-Signature Solution as agreed with that provider. Any fees for such access and use will be invoiced by that provider, and not us; or
(b) in all other cases:
(i) while the e-Signature Solution is provided under, and subject to, these T&Cs, you must still comply with, where the e-Signature Solution is:
(A) DocuSign, the terms and conditions available at: www.docusign.com/company/terms-and-conditions/reseller; or
(B) PleaseSign, the terms and conditions available at: pleasesign.com.au/acceptable-use-policy,
as amended from time to time or such alternative terms which the provider of the e-Signature Solution may require us to provide to you. Any such alternative terms will apply 30 days from the date that we notify you of those terms;
(ii) if you wish to make any claim that the e-Signature Solution fails to perform as promised by either us or its provider, you agree to submit that claim to us and permit us to manage the claim with the provider of the e-Signature Solution;
(iii) your use of the e-Signature Solution is only for a limited-capability, limited-use of the e-Signature Solution solely in conjunction with the Services. Unless you otherwise agree with the provider of the e-Signature Solution, you may not use the e-Signature Solution by itself or other than in conjunction with the Services. You may only use the e-Signature Solution for so long as we offer it, and you have no on-going term-based right during which we must provide the e-Signature Solution;
(v) we may refuse to provide or cease providing the e-Signature Solution to you where required to do so under our agreement with the provider of that e-Signature Solution, including where the provider reasonably objects to such use (for example, if it reasonably suspects that you are engaging in activities that violate the law).
3 Deed Stamping Service
We may offer a service for the lodgement of duty returns in relation to trust deeds and the payment of tax imposed for lodgement on your behalf in New South Wales (NSW) or Victoria (Deed Stamping Service). The following paragraphs apply to your access to and use of the Deed Stamping Service:
(a) to provide the Deed Stamping Service, we will input information provided by you into the online system of the relevant revenue office (Online System) (in the case of a NSW transaction, Revenue NSW or in the case of a Victorian transaction, the Victorian State Revenue Office);
(b) you may access and use the Deed Stamping Service only where you are the relevant taxpayer or an agent of the relevant taxpayer authorised to do so (you or that taxpayer, as applicable, being the Relevant Taxpayer). Each time you access or use the Deed Stamping Service on another person’s behalf, you warrant that you are authorised by that person to:
(i) access and disclose to us and the relevant revenue office all information, documents, records, consents and supporting evidence required to submit the relevant transaction to an Online System (including any that may be required to evidence eligibility for any duties concession) (Required Information);
(ii) carry out the relevant transaction and undertake all associated functions in connection with the transaction, including accessing and using the Deed Stamping Service on that person’s behalf; and
(iii) if your authorisation is based on you holding a certain position or accreditation, you currently hold that position or accreditation;
(c) by providing the Deed Stamping Service, we will be acting:
(i) in the case of NSW, as an agent to the Relevant Taxpayer under section 37 of the Taxation Administration Act 1996 (NSW); or
(ii) in the case of Victoria, as an agent to the Relevant Taxpayer under section 39 of the Taxation Administration Act 1997 (Vic).
You authorise us to act as the agent of the Relevant Taxpayer in dealing with the relevant revenue office in respect of each transaction for which you use the Deed Stamping Service;
(d) you agree to promptly provide us with all Required Information and all assistance reasonably required by us to perform the Deed Stamping Service and, if it is not you, the instructions of the Relevant Taxpayer. You must promptly comply with any verification of identity requirements requested by us;
(e) you must ensure that all information (including all information contained in any Required Information) provided by you in connection with the Deed Stamping Service is complete, correct and not misleading (including that it does not seek to fraudulently reduce a duty assessment), and that each other party to the transaction (if any) has agreed that the information is complete, correct and not misleading. You acknowledge that it is an offence to provide false or misleading information to a revenue office. We will not be responsible for any cost, loss, liability or penalty incurred by you or (where it is not you) the Relevant Taxpayer in connection with provision of any false or misleading information;
(f) you will be required to pay any tax payable in respect of a transaction for which you use the Deed Stamping Service, in addition to the Fees payable under clause 5, and must provide us with payment for the tax payable in respect of each such transaction, prior to our submission of such transaction to an Online System. We will not submit a transaction to an Online System prior to receiving payment from you. If a greater amount of duty is assessed as being payable by the relevant revenue office than you have paid to us, you must promptly pay us an additional amount needed to reflect that duty, unless you choose to attempt to cancel the lodgement in which case paragraphs (h) and (k) will apply. Without limiting the foregoing, you will be liable to pay any interest that accrues in respect of a tax liability caused by your failure to make a payment by a due date;
(g) submitting information in respect of a transaction to an Online System will cause the Relevant Taxpayer to incur a tax liability. Nothing in these T&Cs and no act or omission by us will, in any way, affect or limit the Relevant Taxpayer’s obligation to pay any tax liability incurred by that taxpayer, or, transfer any tax liability to us;
(h) once we submit information provided by you to an Online System, that information may not be able to be modified or cancelled and the Relevant Taxpayer will be liable for any tax liability which is incurred. We will not be liable for any tax liability, charges or other damages or loss arising in connection with the provision of any incorrect information by you;
(i) submission of a transaction to Online System for lodgement does not guarantee that you will successfully obtain the requested lodgement and we do not guarantee that you will successfully obtain any requested lodgement. A transaction may need to be manually reviewed by the relevant revenue office and this may delay the time for lodgement of a transaction or result in the submission being unsuccessful;
(j) we may refuse to provide, suspend or cease providing the Deed Stamping Service to you at any time, including if we are required to do so under our agreement with the relevant revenue office. Despite clause 17, we may also vary these T&Cs as they apply to the Deed Stamping Services or the Fees applicable to the Deed Stamping Services at any time to reflect any requirements or fees imposed on us by a revenue office, by giving you notice. Such variations will, however, only apply to any new transactions for which you use the Deed Stamping Services after the date of our notice;
(k) if a transaction is unsuccessful (including because we refuse, suspend or cease providing the Deed Stamping Services), we will refund you:
(i) any tax you have already paid to us for that transaction that we have not already submitted to the relevant revenue office or which is refunded to us by the relevant revenue office, less any fees imposed by the relevant revenue office in connection with the lodgement; and
(ii) if our error caused the transaction to be unsuccessful, any Fees paid in respect of the transaction. In all other cases, the Fees for the transaction will remain payable;
(l) you must keep records of all information held by you in connection with each transaction for which you use the Deed Stamping Service, including all Required Information, documents including all original documents such as endorsed instruments and duties statements, all records and supporting evidence and, if you are acting on behalf of the Relevant Taxpayer, the instructions of that taxpayer (Records) for not less than 5 years after a transaction has been finalised. Records may be kept electronically. You must promptly provide us with copies of any Records if requested by us; and
(m) without limiting clause 7, your attention is drawn to the fact that the revenue offices may use and disclose personal information that is disclosed to them in accordance with their respective privacy policies, including that they may publish certain personal information in a publicly available electronic register, and disclose personal information to third parties such as the Australian Taxation Office, other state and territory revenue offices and law enforcement agencies.
4 Term and termination
(a) Where you take out a Subscription, your Subscription will be for a period of twelve (12) months or such other period agreed by the parties in writing commencing on:
(i) where you Subscribe via our website, the date that you complete the subscription process on our website; or
(ii) where you Subscribe via a subscription order form, the commencement date specified in that subscription order form, or if no such date is specified then the date that both parties execute the subscription order form,
(b) Upon the expiration of the Initial Term, your Subscription will automatically extend for successive terms of twelve (12) months, provided that either party may terminate the Subscription at any time after expiry of the Initial Term by giving not less than 30 days’ notice in writing to the other in accordance with clause 20 of these T&Cs.
(c) If you materially breach these T&Cs, breach clause 6 of these T&Cs, or fail to pay any Fees (as defined in clause 5 of these T&Cs) by the due date:
(i) we may immediately suspend your Subscription or On-Demand Access by giving notice you until you remedy that breach; and/or
(ii) where that breach is capable of remedy, if you fail to remedy that breach within 14 days of receipt of a notice from us specifying the breach and requiring it to be remedied, we may immediately terminate the Subscription or On-Demand Access by notifying you accordingly.
(d) Termination of your Subscription or On-Demand Access will result in the deactivation or deletion of your account, and the forfeiture and relinquishment of all of your rights to the Services and (subject to your continuing rights under clauses 6(c) and 6(d) of these T&Cs) any Materials.
(e) If your Subscription or On-Demand Access is terminated at any time, you must pay all Fees up to and including the date of termination.
(f) You may download:
(i) Templates which you have completed for a particular Client; and
(ii) and any other materials that you have uploaded to our platform and which remain stored on our platform,
(Your Materials) during the Subscription period and for 30 business days after termination of the Subscription or at the time you use our On-Demand Access (as applicable). If you have a Subscription and we receive notice from you in accordance with clause 20 of these T&Cs within that 30 business day period that you wish for us to continue to store Your Materials, we will charge you an annual storage and access fee equal to 5% of the annual Fees paid or payable by you to us during the last 12 months of your Subscription period (Storage and Access Fee). The Storage and Access Fee must be paid annually in advance. In the absence of such notice, or if you fail to pay the Storage and Access Fee at any time, we will give you notice that you have failed to pay the Storage and Access Fee and if you do not pay the Storage and Access Fee within 10 days of our notice, we may delete Your Materials.
(g) In the unlikely event that we cease operations for any reason and you have an existing Subscription, we will use reasonable endeavours to ensure that our platform remains accessible to you for you to download Your Materials for a period of twelve (12) months. No Storage and Access Fee will be payable in such circumstances.
(a) Subject to paragraph (e), you may only use the Services and any Materials on the payment of:
(i) the fees set out on our website, where you have Subscribed or use On-Demand Access via our website;
(ii) the fees set out in the subscription order form, where you have Subscribed via a subscription order form; and
(iii) any excess usage fees referred to in paragraph (b),
(Fees). The Fees will be exclusive of GST, unless otherwise indicated.
(b) If you have a Subscription, any Services or Materials that you use in excess of your Subscription volume in any subscription period will be charged at the Fees payable for On-Demand Access set out on our website. Such excess usage fees for Corporate Messenger, Trust Register and Super Comply will be determined monthly in advance, based on the number of entities you manage using the Services at the start of each calendar month. Any other excess usage fees will be determined monthly in arrears. Where those On-Demand Access Fees are periodic and are not already expressed as a monthly amount, they will be pro-rated accordingly and apply for the whole of any month in which any excess occurs.
(c) Unless otherwise specified on our website or in a subscription order form:
(i) the Fees for periodic Subscription charges and Corporate Messenger, Trust Register and Super Comply excess usage fees will be debited from your nominated account or credit card monthly in advance at the beginning of any such period; and
(ii) all other charges may be debited from your nominated account or credit card at any time after they are incurred.
(d) Where additional fees are payable to ASIC or for printing or stamping of documents, you will be required to pay those fees in addition to the Fees. These fees may include ASIC registration and processing fees and will be payable at the time the document is completed, printed or stamped (as applicable). The current schedule of fees charged by ASIC to start a company may be viewed at www.asic.gov.au/for-business/payments-fees-and-invoices/asic-fees/fees-for-commonly-lodged-documents/starting-a-company/.
(e) Where you have an existing Subscription, we reserve the right to vary (including introduce) any Fees at any time after expiry of the Initial Term by giving you not less than 30 days’ notice in writing. Any such notice may be provided prior to the expiry of the Initial Term provided that the variation only takes effect after the expiry of the Initial Term. If you do not agree to the variation, you may no later than the date the variation takes effect terminate your Subscription by giving us notice in writing in accordance with clause 20 of these T&Cs, in which case your Subscription will terminate 30 days after your termination notice is received, the Fees will not be varied, and you will be entitled to a refund of any Fees paid in advance for the period beyond the date of termination. Where you do not have an existing Subscription, we may vary (including introduce) any Fees at any time without notice.
6 Intellectual property
(a) The Materials contain proprietary information that is owned by or licensed to us, and is protected by applicable intellectual property and other laws, including but not limited to copyright.
(b) We grant you a non-transferable, non-sublicensable and non-exclusive licence to access, use and distribute any Materials that are not Templates during the Subscription period or at the time you use our On-Demand Access (as applicable) for your own internal business purposes and as part of the provision of services to your Clients.
(c) We grant you a perpetual, non-transferable, non-sublicensable (except as described in paragraph (d)) and non-exclusive licence to use and modify any Templates completed and downloaded by you for a particular Client for your own internal business purposes and as part of the provision of services to that Client.
(d) We grant you a perpetual right to sublicence the licence granted to you by us under paragraph (c) to the Client for whom the Templates have been completed and downloaded.
(e) You must use and sublicence Templates completed and downloaded for a particular Client only for that Client, and may not use or provide any such Templates for any other Client at any time.
(b) If you become aware of or have reasonable grounds to suspect that there has been any unauthorised access to, disclosure or loss of, or any other unauthorised interference with, any data on or accessed via our platform or the Services (Data Breach), you must immediately:
(i) notify us in accordance with clause 20 of these T&Cs of the nature and details of the Data Breach and of any recommended initial steps to be taken in response;
(ii) work with us on, including by providing any requested information, assistance and cooperation, and allow us to control, the investigation and assessment of the Data Breach to allow us comply with our obligations under the Privacy Act and any other applicable privacy laws and obligations (Privacy Laws), including to allow us to understand (where relevant) the affected data, the individuals to whom that data relates, and whether any Data Breach would be likely to result in serious harm to those individuals (including any of the matters referred to in section 26WG of the Privacy Act); and
(iii) act to contain and mitigate the Data Breach, protect affected individuals and protect such data from further breaches.
(c) If we form the view that we are or may be required to notify affected individuals of a Data Breach under the Privacy Laws, you must:
(i) comply with any of our directions relating to the Data Breach and allow us to control the notification process, including deciding who will fulfil the relevant notification requirements; and
(ii) if we decide to fulfil the relevant notification requirements, you must cooperate and provide us with all reasonable assistance in relation to such requirements; or
(iii) if we decide that you should fulfil the relevant notification requirements, to the extent permitted by law, you must consult with us, take into account our reasonable considerations and obtain our approval prior to fulfilling any notification requirements and ensure that you comply with all such notification requirements in accordance with the Privacy Laws.
(d) You must allow us to undertake reasonable periodic reviews to test and validate your compliance with this clause 7.
8 Statistical data
We may collect and prepare de-identified and aggregated statistical data related to the use of our products and services to administer and monitor the use of our products and services, for our internal business improvement purposes, benchmarking, market and industry research, and for use in commentary, media releases and other publications. We agree not to take any steps which will deliberately cause de-identified information to become personal information.
(a) We are not a legal, accounting or tax adviser. We are not the author of and have no editorial control over, any Legal Templates or any information contained in any Legal Templates. The Templates have not been prepared with regard to any of your or your Clients’ particular circumstances. You must satisfy yourself as to the content and appropriateness of any Templates for your purposes and that of your Clients, and we make no warranty as to the form, content or appropriateness of any Templates for you or your Clients. You and your Clients should obtain your own advice and rely on such advice when using any Templates.
(b) We offer a mechanism by which you may seek and obtain legal advice from a legal services provider in relation to the Services, including any Legal Templates. Most advice sought via this mechanism will be provided by DGF Morgan & Associates Pty Ltd ACN 164 257 363 and subject to its terms and conditions (available at https://www.class.com.au/dgf-morgan-general-terms-of-business-costs-agreement-legal-terms-and-conditions/). Where advice is to be provided by another legal service provider, that legal service provider’s terms and conditions will apply and the legal service provider will be responsible for providing you with a copy of them at the time. You acknowledge that we are not responsible for the provision of, or the content or appropriateness of, any legal advice provided via this mechanism for you or your Clients.
(c) You acknowledge and agree that the Services and Materials do not constitute or contain personal or general advice for the purpose of the Corporations Act 2001 (Cth) and that we, our employees and advisers do not offer any legal, accounting, tax or other professional advice or services in connection with the provision of the Services and Materials.
10 Limitation of liability
(a) All express or implied guarantees, warranties, representations, or other terms and conditions relating to these T&Cs or its subject matter, not contained in these T&Cs, are excluded from these T&Cs to the maximum extent permitted by law. To the maximum extent permitted by law, we do not warrant that the Services or Materials will be error-free, that defects will be corrected, or that they will be fit for your or your Clients’ particular purpose or suitable for use in other jurisdictions.
(b) Nothing in these T&Cs excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
(c) If any guarantee, warranty, term or condition is implied or imposed in relation to these T&Cs under the Australian Consumer Law or any other applicable legislation and cannot be excluded (a Non-Excludable Provision), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:
(i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
(ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
(d) Subject to our obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, under no circumstance will either party be liable to the other on account of any claim under or in connection with these T&Cs, whether based in contract, negligence or other tort, breach of any statutory duty or otherwise, for any special, consequential, indirect, incidental or exemplary damages, or for any loss of profits, revenue, interest, goodwill or for any loss of or interruption to either party’s business, whether or not foreseeable and even if we have been advised of the possibility of such damages.
(e) Subject to our obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, where in the performance of our Services, if we are liable to you for the loss of or damage to your data, whether based in contract, negligence or other tort, breach of any statutory duty or otherwise, your sole and exclusive remedy in relation to that loss or damage will be to require us to restore the affected data to the last available back up.
(f) Subject to our obligations under the Non-Excludable Provisions, clause 10(g), and to the maximum extent permitted by law, the aggregate liability of either party of any kind whatsoever for all causes of action arising under or in connection with this Agreement or the Services in any calendar year, whether based in contract, negligence or other tort, breach of any statutory duty or otherwise, will not exceed two times the total Fees paid or payable by you during that calendar year.
(g) The liability cap in paragraph (f) does not apply to a breach of your obligations under clause 6 (Intellectual Property).
(h) You must indemnify us and our employees, officers, agents and contractors from and against any claims, proceedings and losses arising out of a claim by a third party as a result of your wilful misuse of any Services.
(i) Each party will indemnify the other party and the other party’s employees, officers, agents and contractors from and against any claims, proceedings and losses arising out of a claim by a third party as a result of that party’s wilful breach of these T&Cs.
If any part of these T&Cs is or becomes illegal, invalid or unenforceable, it will not affect the validity or enforceability of any other provisions.
(a) You must comply, and must ensure that your Staff comply, with our Fair Use Policy (available at www.class.com.au/fair-use-policy, as updated and amended by us from time to time) when using the Services.
(b) The Services are for the primary purpose of servicing you and your Clients. However, you may produce Templates for clients of another firm where they carry the same brand and have at least a 50% shared ownership structure e.g. where an accounting firm and financial planning firm hold the same brand and ownership. Where this is the case, references to your Clients in these T&Cs will be taken to include clients of that other firm.
The failure of a party to pursue its rights with respect to a default or breach of these T&Cs does not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
14 Force majeure
Neither party is responsible for any delay in its performance or its failure to perform due to causes beyond its reasonable control.
You must not assign your rights or obligations under these T&Cs without our prior written consent.
16 Entire Understanding
These T&Cs are the entire agreement and understanding between the parties and supersede any prior negotiation, arrangement, understanding or agreement with respect to the subject matter hereof. Notwithstanding the preceding sentence, nothing in these T&Cs limits any liability either party may have in connection with any representations or other communications (either oral or written) made in relation to the Services, where such liability cannot lawfully be excluded.
Any variation (including introduction) of Fees will be governed by clause 5(e). Where you have an existing Subscription, we reserve the right to amend these T&Cs at any time by giving you not less than 30 days’ written notice. If you do not agree to those amendments, you may no later than the date the amendment takes effect terminate your Subscription on written notice to us in accordance with clause 20 of these T&Cs, in which case your Subscription will terminate 30 days after your termination notice is received, any amendments to these T&Cs will not take effect, and you will be entitled to a refund of any Fees paid in advance for the period beyond the date of termination. Where you do not have an existing Subscription, we may amend these T&Cs at any time without notice. Please note that clause 3(j) provides for certain variations to apply in relation to our Deed Stamping Services, despite this clause 17.
(a) The Receiving Party must keep confidential and must not use or disclose to any other person, any Confidential Information of the Disclosing Party.
(b) The Receiving Party may only disclose the Confidential Information of the Disclosing Party:
(i) to its officers, employees, consultants, secondees, contractors or professional advisers solely to the limited extent necessary for the purpose of performing its obligations or exercising its rights under these T&Cs;
(ii) with the prior written consent of the Disclosing Party; or
(iii) to the extent necessary for it or its shareholders to comply with any applicable law or the rules of any competent regulatory body or stock exchange.
(c) Where the Receiving Party discloses any Confidential Information of the Disclosing Party under clause 18(b)(i) or clause 18(b)(ii), the Receiving Party must take all practicable steps to ensure that the person receiving the Confidential Information from it does not disclose that information except in the circumstances permitted in clause 18(b).
(d) In this clause 18:
(i) Confidential Information means all information of whatever kind disclosed or revealed by one party (the Disclosing Party) to the other party (the Receiving Party) under or in relation to the Services or these T&Cs that is by its nature confidential, is designated by the Disclosing Party as confidential or which the Receiving Party knows or reasonably ought to know is confidential, and includes non-public or proprietary information regardless of how the information is stored or delivered, and information relating to the business, technology or other affairs of the Disclosing Party, including any Personal Information, information relating to the Services, and its customers and clients but does not include information:
(A) which is in or becomes part of the public domain other than through a breach of these T&Cs or an obligation of confidence owed under this clause 18;
(B) which the Receiving Party can prove by contemporaneous written documentation was:
- a) already known to it at the time of disclosure by the Disclosing Party (unless that knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
- b) independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; or
(C) which the Receiving party acquires from a source other than the Disclosing Party or any of its representatives where such source is entitled to disclose it on a non-confidential basis;
(ii) Disclosing Party has the meaning given in the definition of Confidential Information; and
(iii) Receiving Party has the meaning given in the definition of Confidential Information.
19 Governing law
These T&Cs will be governed by and construed in accordance with the laws in force in the State of Queensland and the parties irrevocably submit to the jurisdiction of courts sitting in the State of Queensland.
We may give notices to you under these T&Cs by email to the primary contact email address associated with your account. You are responsible for ensuring that your primary contact email address remains current and is monitored. You can advise us of changes to your primary contact email address by going to Portal Settings > Account Settings to update the primary contact details, or, by emailing us at firstname.lastname@example.org. Notices from by us will be regarded as having been given on the next business day (in Brisbane) after the notice is sent by us to your primary contact email address, even if we receive an out-of-office notification or bounce-back. When you need to give us a notice under these T&Cs, you must send it by email to email@example.com.