Reviewa Pty Ltd ACN 636 118 217 (we/us/our) provides the Platform and the Services via our Website. We have agreed to grant you access to the Platform and provide the Services on the terms set out in these Terms and Conditions (Terms).
In this Agreement:
Agreement means this document.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Authorised User means any person that you have authorised to use your Reviewa Account and access or request the Services on your behalf.
ASIC means the Australian Securities and Investment Commission.
ASIC Annual Review means the yearly assessment of an Australian company’s corporate secretarial filings and paperwork necessary to maintaining the company’s registration with ASIC, including payment of an annual review fee.
Billing Information means your nominated payment method added to your Business Account, which may include:
a Visa, Mastercard or American Express credit card;
a bank account we can direct debit from;
a paypal account we can charge; or
any other payment method we publish as acceptable from time to time via our Website.
Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in Brisbane, Australia.
Claim includes a demand, claim, action, dispute or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent.
Confidential Information means information that is by its nature confidential and is designated by a party as confidential or a party knows or ought to know is confidential, other than information which is or becomes public knowledge (otherwise than by breach of this Agreement or any other confidentiality obligation).
Consequential Loss means indirect economic loss, loss of income or profit, loss or damages resulting from wasted management time, damage to goodwill or business reputation, loss of contract, loss of data, liability under other agreements or to third parties, loss of opportunity or any other special, indirect, remote or punitive loss or damage.
Dashboard means the user interface of the Platform through which you receive our Services.
Default Rate means the compound interest rate of 10% which is taken to accrue on a daily basis.
Features mean template software add-ins and 3rd party integrations (API’s) available or integrated as a part of the Platform from time to time.
Fees mean all fees due and payable to us under this Agreement for the provision of our Services and includes any expense that we incur on your behalf.
GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law as that term is defined in in the A New Tax System (Goods and Development Services Tax) Act 1999 (Cth).
Host means the cloud server host that we have engaged to store all data, including Your Data.
Insolvent means if a person is insolvent or an insolvent under administration, or has a controller appointed (each as defined in the Corporations Act 2001 (Cth)), are in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up, subject to any arrangement, assignment or composition, protected from creditors under any statute, dissolved (other than to carry out a reconstruction whilst solvent) or otherwise unable to pay debts when they fall due.
Intellectual Property Rights means all intellectual property rights, including the following rights:
copyright, patents, rights in circuit layouts, trademarks, designs, trade secrets, know how, and any right to have confidential information kept confidential;
any application or right to apply for registration of any of the rights referred to in paragraph (a); and
all rights or a similar nature to any of the rights in paragraphs (a) and (b) which may subsist,
whether or not such rights are registered or capable of being registered.
Jurisdiction means Brisbane, Queensland, Australia.
Law includes any requirement of any statute, rule, regulation, proclamation, ordinance or by-law, present or future, and whether state, federal or otherwise.
Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable.
Materials means any documents, software (including source code and object code versions), instructions, drawings, reports and any other material created, developed, modified or adapted by us and provided to you in connection with the delivery of our Services.
New Services means services offered by us in addition to the Services described in this Agreement (including services which extend, alter, improve or add functionality to the Platform).
Notice means a notice given under or in connection with this Agreement that adheres to the requirements in clause 17.
Platform means our cloud-based software application, accessible through the Website, through which we provide Services, and which includes the Dashboard and the Features.
Policies means our Privacy Policy and any additional policies that we adopt from time to time which govern our interactions with you. Portfolio means the collection of corporations for which you are the ASIC registered agent.
Portfolio Data has the meaning set out in clause 6.2.
Representative of a person means an officer, employee, contractor, professional adviser or agent of that person.
Reviewa Account means an account registered with us to enable us to provide you with access to the Platform.
Services means the management of the ASIC Annual Review process for each company within your Portfolio, including:
integrating your Portfolio Data with the Platform for viewing via the Dashboard;
preparing, issuing, collating and circulating for signature all relevant company secretarial documents necessary to complete the ASIC Annual Review;
monitoring payment of fees payable to complete the ASIC Annual Review and providing prompts where payment has not been made;
updating status of Portfolio following completion of ASIC Annual Reviews and synchronising updated status with ASIC in order to update Portfolio Data; and
such other services as may be offered by us from time to time through the Platform and listed on the Website.
System means all computer firmware, middleware, protocols and other computer programs and all computer hardware, peripheral equipment, networks, communications systems and other equipment of whatever nature, used in your receipt of the Services and access to the Platform.
Term has the meaning set out in clause 5.
Website means our website located at www.reviewa.net.au or as updated from time to time.
Your Data means data and information that you have provided to us, whether through the Platform or otherwise, for the purposes of us providing the Services and includes the Portfolio Data and any data relating to your clients (where you are a professional adviser).
In interpreting this Agreement, unless the context provides otherwise:
the singular includes the plural and vice versa, and a gender includes other genders;
another grammatical form of a defined word or expression has a corresponding meaning;
a reference to A$, dollar or $ is to Australian currency;
a reference to time is to time in the capital city of the Jurisdiction;
a reference to a person includes a natural person, partnership, body corporate, association, joint venture, and governmental or local authority or agency or other entity;
a reference to a party means a party to this document and includes the party’s executors, administrators, successors, substitutes (including by novation) and assigns;
a reference to a group of persons is to any 2 or more of them taken together and to each of them individually;
a reference to a statute, regulation, code or provision of a statute, regulation or code (Law) includes that Law as amended or re-enacted, a statute, regulation, code or provision enacted in replacement of that Law, another regulation or other statutory instrument made or issued under that Law and any amendment made to that Law as a consequence of another statute, regulation, code or provision;
“including” and similar expressions are not words of limitation;
conduct includes an omission, statement or undertaking, whether or not in writing;
a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it;
if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day;
if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
a word or expression defined in the Corporations Act 2001 (Cth) has the meaning given to it in that Act; and
headings and table of contents are for ease of reference only and do not affect interpretation.
You accept these Terms by creating a Reviewa Account.
If you do not agree to these Terms, you must immediately exit the account creation process.
Please ensure you have read our current Privacy Policy, which is incorporated by reference into these Terms and forms part of our agreement with you (Agreement).
Where there is any inconsistency between the Privacy Policy and these Terms, these Terms are taken to prevail to the extent of that inconsistency.
We reserve the right to modify, alter, amend or withdraw any part of this Agreement from time to time and without liability or further notice to you, including by adopting additional Policies that will govern other interactions and transactions with you (Agreement Update).
All Agreement Updates will be displayed on our Website or made available through the Platform and will be incorporated into and form part of this Agreement.
By continuing to access the Platform following an Agreement Update, you agree to be bound by the Agreement Update.
If you do not agree to an Agreement Update you:
must provide us with Notice that you do not agree to the Agreement Update;
acknowledge that we may not be able to provide you with certain Services that are impacted by or relate to the Agreement Update; and
acknowledge that we may not be able to continue to provide you with access to the Platform (subject to the nature of the Agreement Update).
This Agreement commences on the date you are provided access to the Platform via your Reviewa Account and continues until terminated in accordance with clause 13.
You must create a Reviewa Account before you canuse the Platform.
As part of the account creation process, you must provide us with details about your business, including your contact information, your ASIC registered agent number, and your Billing Information (Account Information). You must keep your Account Information accurate, up to date and complete.
Upon creating a Reviewa Account, you consent to our use of any personal information disclosed within your Account Information in accordance with our Privacy Policy.
You acknowledge and agree that you are responsible for properly linking your ASIC registered agent account to your Reviewa Account in order for us to properly provide the Services (Integration).
Upon proper Integration occurring, the ASIC data and records relevant to your Portfolio (Portfolio Data) will be synced with our Platform and can then be viewed in your Dashboard (Syncing). Syncing will occur twice per day.
We do not direct or control the operation of your Reviewa Account or your Dashboard.
You are responsible for any costs arising from your use of our Services, including fees charged by ASIC.
You acknowledge and agree that:
we do not provide the Services to your clients;
our Services are a tool, and you are ultimately responsible for monitoring your Portfolio Data and your Dashboard to ensure the proper and efficient use of our Services to provide professional services to your own clients; and
you are solely responsible for resolving any disputes that arise between you and your clients as a result of your use of the Platform and our Services.
By creating a Reviewa Account (or instructing us to create one on your behalf), you agree to:
not register for more than one account, create an account on behalf of someone else, or create a false or misleading identity on the Platform;
provide all information that we require in order to comply with any ASIC authentication requirements, or other authentication requirements imposed by Law, that we are required to satisfy in order to provide you with our Services;
not transfer or provide access to your Reviewa Account to any other person;
maintain the security of your user identification, password and personal information and any other Confidential Information relating to your Reviewa Account;
notify us immediately in the event of any known or suspected unauthorised use of your Reviewa Account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your password;
take responsibility for all purchases and charges resulting from the use of your Reviewa Account (including any unauthorised use which occurs prior to you notifying us of same); and
take the necessary steps to prevent the continuance of any unauthorised use of your Reviewa Account by contacting us to change your password, informing the police (where appropriate) and contacting your financier.
You acknowledge and agree that:
you are responsible for ensuring that your Authorised Users comply with the terms of this Agreement; and
to the extent that we suffer any Loss as a result of a breach of this Agreement, any of our Policies or the failure of an Authorised User to comply with an applicable Law, you are jointly and severally liable with that Authorised User for such Loss.
You acknowledge and agree that your access to the Platform and our provision of the Services require proper account establishment as described in clauses 6.1 and 6.2. If this does not occur:
we may not be able to provide you with our Services or with access to the Platform, or our provision of the Services may be adversely affected;
you may be required to re-establish your Reviewa Account before the Services can be provided; and
we will not be liable to you for any Loss suffered due to the occurrence of any of the events in subclause (a).
You acknowledge and agree that your access to the Platform and our provision of the Services require proper account establishment as described in clauses 6.1 and 6.2. If this does not occur:
Subject to sub-clause 7.2(b), we grant you access to the Platform on a worldwide, revocable, non-exclusive, non-sublicensable and non-transferable basis during the Term (Licence).
The Licence is provided on the following conditions:
you must:
(A) ensure that your Authorised Users only use the Platform in accordance with the terms of this Agreement;
(B) comply with all reasonable and lawful directions that we may give from time to time with respect to your use (or the use of your Authorised Users) of the Platform;
(C) protect all our Intellectual Property Rights in the Platform and Materials from unauthorised access, use, reproduction, adverse treatment and damage;
(D) and must ensure that your Authorised Users, maintain the security of:
account log in information; and
all Your Data; and
(E) cooperate with us in remediation of any security breach, unauthorised use or misuse of the Platform and promptly report all such matters that you become aware of to us; and
you must not:
(A) be involved in any business activity that is unlawful or that we reasonably consider would be likely to adversely impact upon our reputation;
(B) allow or engage any third party to conduct development work on the Platform without first obtaining our written consent, which we may withhold in our sole discretion;
(C) interfere or disrupt the operation of the Platform nor attempt to do so;
(D) grant access to the Platform to anyone other than Authorised Users, unless we provide you with our express written consent;
(E) reproduce any of the Materials received as a result of your request for Services without our express written consent. For the avoidance of doubt, this expressly includes the reproduction, without authority, of any written document, agreement, resolution, minute, deed or otherwise that we provide to you; and
(F) subject to any right under, sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act 1968 (Cth), either directly or indirectly, modify, attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or the Services.
We may make modifications to the Services and the Platform from time to time (provided such variations do not limit your rights or enjoyment), as well as offer New Services. Where practical we will provide Notice of any changes made, prior to the changes taking effect.
As a consequence of clause 7.3(a), or due to any change in Law or regulation imposed by ASIC, we may need to make amendments to the provisions of this Agreement and our Policies.
We reserve the right to make such changes, along with other minor alterations that do not adversely affect your rights and obligations under this Agreement. Any change made pursuant to this subclause will apply immediately upon Notice of the variation being provided to you (which may be provided through the Platform).
We may make modifications to the Services and the Platform from time to time (provided such variations do not limit your rights or enjoyment), as well as offer New Services. Where practical we will provide Notice of any changes made, prior to the changes taking effect.
we do not provide the Services to your clients;
our Services are a tool, and you are ultimately responsible for monitoring your Portfolio Data and your Dashboard to ensure the proper and efficient use of our Services to provide professional services to your own clients; and
you are solely responsible for resolving any disputes that arise between you and your clients as a result of your use of the Platform and our Services.
you are solely responsible for resolving any disputes that arise between you and your clients as a result of your use of the Platform and our Services.
you are solely responsible for resolving any disputes that arise between you and your clients as a result of your use of the Platform and our Services.
As a consequence of clause 7.3(a), or due to any change in Law or regulation imposed by ASIC, we may need to make amendments to the provisions of this Agreement and our Policies.
To the extent required, you are responsible for obtaining and maintaining all of your Systems.
Without limiting any other provision of this Agreement, you represent, warrant and undertake that you:
own or have an unrestricted right to use all of Your Data in whatever form and through whatever medium;
where you are a professional adviser, that you have obtained the written authority of your client to provide us with Your Data and to provide us with instructions on behalf of your client;
have the capacity and authority to grant us the licence under 8.1(a);
have the capacity and authority to enter into and to perform this Agreement;
will not upload any harmful code or files to our Platform, or otherwise interfere with or disrupt the Platform or provision of our Services; and
have accepted this Agreement and it legally binds you.
You acknowledge and agree that:
computer and telecommunications services are not fault free and occasional periods of downtime may occur; and
in addition to any other rights or remedies we may have, we may suspend or terminate your access, or the access of any Authorised User, to the Platform at any time and without any liability to you in the event that we are reasonably of the view that either you or an Authorised User is in breach of, or is likely to breach, a provision of this Agreement, or in the event that we suspect your Reviewa Account has been compromised or accessed by any unauthorised third party, or is likely to be.
You acknowledge and agree that:
comply with the Privacy Act 1988 (Cth) and any other applicable privacy Laws in relation to Your Data;
provide you with reasonable notice of matters that may significantly impact our ability to deliver our Services, including for example scheduled maintenance to the Platform that may impact the use and availability of the Platform;
facilitate the storage and hosting of Your Data with our Host; and
ensure that the Platform and Services will be provided in accordance with:
this Agreement; and
applicable Laws.
When processing Your Data, we will:
treat Your Data as Confidential Information;
use Your Data in the manner and for the reasons as provided in our Privacy Policy, including without limitation as required for our legitimate business purposes;
implement, maintain and enforce appropriate and industry best practice technical and organisational measures to protect Your Data from any misuse, loss, interference unauthorised access, modification or disclosure;
subject to any third-party hosting issue and applicable Laws, ensure that during the Term you have the ability to access Your Data upon request; and
immediately notify you if we become aware of any suspected or actual misuse or loss of, interference with or unauthorised access to, modification of or disclosure of Your Data or if we are required by Law to disclose any of Your Data for any reason.
For the avoidance of doubt, nothing in this Agreement prevents us from disclosing data that we have received on a confidential basis (including Your Data) to any of our third-party service providers, or in connection with any merger, sale or reconstruction of our business.
Each party retains all right, title and interest in and to its pre-existing Intellectual Property Rights.
We own all Intellectual Property Rights in the Platform, Services and Materials and nothing in this Agreement affects the moral rights in them, as defined in the Copyright Act 1968 (Cth).
For the avoidance of doubt nothing in this Agreement prohibits us from using our Intellectual Property Rights to provide the Services, Platform and Materials to third parties, even if they are the same or substantially the same as those provided to you.
For the avoidance of doubt, nothing in this Agreement entitles you to reproduce, without our written authority, any of the Materials that we deliver to you in connection with the provision of our Services.
You acknowledge and agree that all Intellectual Property Rights in variations, additions and alterations to the Platform, Services and Materials are owned by us, even where suggested or created by you or by any of your Representatives.
In consideration of us providing you with the Services you must pay the fees published on our Website and otherwise notified to you at the time of creating your Reviewa Account (Fees).
Your Billing Information (linked to your Reviewa Account) will be charged for payment of the applicable Fees and we reserve the right to include any third-party payment processing costs we incur as a result of processing your transaction, as an additional charge.
Our Fees will be automatically charged, upon provision of our Services, every calendar month in arrears commencing one month from the date that you create your Reviewa Account. We may alternatively and at our discretion invoice you for our Services through our Platform or via email.
You authorise us to automatically charge our Fees to you using the Billing Information that you have provided. We will provide you with a valid tax invoice for any Fees charged following the delivery of our Services.
We reserve the right at our discretion to require payment in advance for the delivery of any requested Services.
We may increase our Fees at any time by giving you at least one calendar months' notice, except where such increase is required by law or any regulatory authority (in which case we will give you notice as soon as reasonably practicable).
You acknowledge and agree that, in the event payment of our Fees as contemplated in clause 11.1 fails for any reason, we may:
immediately suspend your Reviewa Account;
charge interest on the overdue amount at the Default Rate as from the first day that payment is overdue to the date we receive payment in full of all overdue amounts;
charge you a reasonable administrative fee; and
charge you for all costs and expenses incurred by us in recovering any outstanding Fees or charges, including legal fees (on a solicitor and own client basis) and court costs, which you must pay upon demand.
You release us and hold us harmless from any Loss suffered as a consequence of us suspending your Reviewa Account in accordance with clause 11.2(a)(i).
If you dispute any part of a tax invoice you must provide Notice to us within 7 days of receiving the tax invoice of your reasons for dispute.
Within a reasonable time of receiving the Notice, we will address your reasons for the dispute, to enable a prompt and amicable resolution. If the dispute cannot be resolved within 7 days of our response, then the dispute must be referred to the procedure contained in clause 16.
Unless otherwise expressly stated, all amounts under this Agreement are exclusive of GST. If GST is imposed on any supply made under or in accordance with this engagement and GST has not been accounted for in determining the consideration payable for the supply, then we may recover from you an amount on account of GST.
Each party must:
keep confidential all Confidential Information;
only use Confidential Information for the purpose of providing or receiving (as the case may be) the Services; and
procure that its Representatives comply with sub-clauses 12.1(a) and 12.1(b)
The obligations in clause 12.1 do not apply:
to the extent necessary to enable a party to make any disclosure required by Law;
to the extent necessary to enable a party to perform its obligations under this Agreement;
in our case, to the extent that we are providing such Confidential Information to our third party service partners to enable us or them to provide services to you, or as a consequence of our provision of our Services, provided such third party service partners observe the same level of confidentiality obligations in respect of such information as set out in this Agreement;
where disclosure is required for any quality assurance or insurance purposes;
to the extent necessary to take professional (legal or financial) advice;
to any disclosure agreed in writing between the parties; or
in respect of any portion of the Confidential Information which has entered the public domain other than as a result of a breach of this Agreement.
We use all reasonable efforts to ensure the general availability of the Platform, however, to the fullest extent permitted at Law:
we do not warrant or guarantee our Website or Platform is uninterrupted or error free;
we do not take any responsibility for faults, delays, or interruptions to the Website or the Platform, including where caused by:
(A) misuse or user error;
(B) your internet access, software or equipment; or
(C) the delays, action, or inaction of any third party or any third party service, software or equipment.
We will use our best endeavours to provide you with notice of planned maintenance and upgrades to the Website or the Platform as soon as practicable or where the Platform is otherwise down for any reason.
You may terminate this Agreement at any time by cancelling your Reviewa Account.
When you cancel your Reviewa Account, your access to our Platform via your Reviewa Account will cease immediately.
This Agreement and your Reviewa Account may be terminated:
immediately by us if you are in breach of these Terms or you become Insolvent; or
upon us providing you with at least 14 days’ written notice.
Upon termination of this Agreement:
your Reviewa Account will be cancelled, and the Integration will be broken;
we will retain or destroy, at our sole discretion, all data (including Your Data), unless you instruct us to destroy Your Data and it is reasonable and lawful for us to do so;
you must pay all outstanding Fees, and other charges due to us under this Agreement;
you must, subject to clause 12.2, destroy any Confidential Information that we have provided to you under this Agreement and certify such destruction in writing; and
any accrued rights or liabilities of either party or any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination will not be affected.
For the avoidance of doubt we are under no obligation to:
retain Your Data following the termination of this Agreement;
provide you with a copy of Your Data upon termination of this Agreement; or
otherwise provide you with access to Your Data, whether through the Platform or via any other means.
You agree to indemnify us and to keep us indemnified against any Loss that may be incurred by us arising from or in connection with (directly or indirectly):
any breach or default by you, your Authorised Users or your Representatives of this Agreement (including any breach of warranty);
a negligent act or omission by you, your Authorised Users or your Representatives;
the uploading by you of any harmful code or files to our Platform;
your failure to comply with any Law;
the failure of your Authorised Users or your Representatives to comply with any Law;
any Claim brought against us by any of your clients or any person to whom you have provided your services by means of requesting that we provide our Services, whether in tort or for breach of any Law.
Subject to clauses 15.2(b) and 15.2(c), we will indemnify you with respect to any Loss suffered as a result of any Claim made against you by a third party alleging that the Platform or Services (including the Materials) infringe the Intellectual Property Rights of that third party.
We will not be liable to you under clause 15.2(a) if:
you or any of your Authorised Users or Representatives are in breach of this Agreement;
you do not notify us of the third party’s Claim within 10 Business Days after becoming aware of it;
our ability to defend the Claim has been prejudiced by your non-compliance with any of your obligations under this Agreement;
you do not give us reasonable assistance in defending the Claim;
the Claim has arisen as a result of your use of the Platform or the Services in a manner other than as contemplated and intended by this Agreement; or
you do not permit us to have control of the defence of the Claim and all related settlement negotiations, where we have requested to do so.
Our liability under clause 15.2(a) will not exceed the net payment received by us from you in the immediately preceding 12 months from when the Claim arose and will be reduced proportionately to the extent that your acts or omissions contributed to the Loss suffered.
To the maximum extent permitted by Law, we will not be liable for any Consequential Loss arising out of this Agreement or the use of the Platform or our Services, even if we were informed of the likelihood of such loss or damage occurring.
Where you have engaged us to provide Services for the benefit of a third party (such as a professional advisor requesting Services for the benefit of a client), you acknowledge that:
the third party is not a client of Reviewa and our contractual relationship is with you;
we exclude to the maximum extent permitted by Law, all liability for any Loss that you may suffer as a result of a Claim brought against you by any third party to whom you have provided your services, arising from or as a result of your use of the Platform, our Services and the Materials; and
we exclude to the maximum extent permitted by Law all Loss that you may suffer or incur as a result of your use of the Platform, our Services and the Materials.
Except as expressly provided by this Agreement, the Platform is provided on an “as is” basis without any representation, warranty or guarantee as to quality, condition or fitness for purpose and we do not warrant that the Platform will be free of defect, uninterrupted, accurate, complete, current, stable, bug free, error free or available at any time in respect of its operation.
Except in relation to liability for personal injury (including sickness and death) and property damage caused by our negligence, or an infringement of confidentiality or Intellectual Property Rights, our liability in damages in respect of any act or omission by us in connection with our obligations under this Agreement will not exceed the net payment received by us from you in the immediately preceding 12 months from when the cause of action arose.
Our liability for any Loss caused by our negligence will be reduced proportionately to the extent that your acts or omissions have contributed to such Loss or damage.
We have no responsibility or liability whatsoever where you have suffered Loss as a result of:
any of Your Data being lost, destroyed or damaged by the Platform or a third-party provider of cloud-based storage or hosting;
a failure in the Platform or in the delivery of our Services caused as a result of any third-party hardware or software issue; and
unauthorised access to your account on the Platform by any person using your log in or password details or those of any other person.
You acknowledge and agree that we are a platform service and document provider and, unless expressly stated to the contrary, we do not provide any legal, taxation, accounting, superannuation or other related advice. It is your responsibility to ensure that you are complying with all relevant Laws and have sought and obtained appropriate professional advice.
Subject to sub-clause 15.6(b), any condition, guarantee or warranty which would otherwise be implied in this Agreement is hereby excluded.
Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by ss 51 to 53 of the Australian Consumer Law) is limited (at our election) to us providing the Services again or the payment of the cost of having the Services supplied again.
The provisions of this clause 15 survive the termination of this Agreement.
If a dispute arises out of or relates to this Agreement, other than in respect of the payment by you to us of Fees for our Services, (Dispute) a party to the Agreement may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with this clause, except where the party seeks urgent interlocutory relief.
A party claiming that a Dispute has arisen must give a Notice (Dispute Notice) to the other party or parties to this Agreement specifying the nature of the Dispute. The parties must then negotiate in good faith to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed to by them.
If the Parties do not resolve the Dispute within 14 days of receipt of the Dispute Notice (or such further period as agreed in writing by them) any party to the Dispute may refer the Dispute to mediation by a mediator nominated by the President or the nominee of the President for the time being of the Queensland Law Society Incorporated.
Each party must bear its own costs in connection with resolving the Dispute and the Parties must bear equally the costs of any mediator engaged.
Any information or documents disclosed by a party under this clause must be kept confidential and may not be used except to attempt to resolve the dispute.
Any notices given under or in connection with this Agreement:
must be in legible writing and in English;
must be:
addressed to a party’s contact address as specified in this Agreement or as otherwise notified by a party to the other party from time to time; or
in our case, if you hold a Reviewa Account:
(A) sent to the contact address you have provided; or
(B) provided via the Platform;
must be:
delivered to that party’s address;
sent by pre-paid mail to that party’s address;
issued via the Platform; or
sent by email to that party’s email address;
will be deemed to be received by the addressee:
if delivered by hand, at the time of delivery;
if sent by post, on the third Business Day after the day on which it is posted, the first Business Day being the day of posting;
if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth); or
if sent via the Platform at the time it is sent.
Clauses 10, 11 and 12 are essential terms and survive the expiry or termination of this Agreement.
Subject to the provisions of this Agreement, this Agreement may only be varied by a further written agreement accepted by or on behalf of each of the parties.
Neither party is liable for any breach of its obligations under this document to the extent that the breach resulted from any event that is outside the reasonable control of the affected party and could not have been prevented by that party taking reasonable steps or overcome by the exercise of reasonable diligence and at a reasonable cost (including lack of supply, industrial action, fire, riot, war, embargo, civil commotion, pandemic, epidemic or act of God) provided that the affected party:
promptly notifies the other party of the event (with appropriate details); and
takes all reasonable steps to work around or reduce the effects of the event.
For the avoidance of doubt, nothing in this clause affects your obligation to make a payment to us of any Fees rightfully due and owing for the Services that we have already provided to you.
We may, upon Notice in writing to you, assign, novate or otherwise transfer the benefit of all or any part of this Agreement to any other person or entity.
Neither any rights, benefits or liabilities relating to this Agreement may be assigned by you without our prior consent, which will not be unreasonably withheld.
In the event that we are assigning, novating or otherwise transferring the benefit of all or any part of this Agreement to another person or entity, you consent to the transfer of Your Data to that person or entity, as well as the disclosure of any Confidential Information that we hold to that person or entity.
Nothing in this agreement constitutes the parties as partners, joint venturers, principal and agent or employer and employee. The relationship between the parties is an independent contracting relationship.
Each person who accepts this document on behalf of a party under a power of attorney declares that he is not aware of any fact or circumstance that might affect his authority to do so under that power of attorney.
Unless this document expressly states otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under this document. To be effective any consent under this document must be in writing.
This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this document.
This document is governed by the law in force in the Jurisdiction and each party submits to the non-exclusive jurisdiction of the courts of the Jurisdiction, in relation to any proceedings that may be brought at any time relating to this document. Each party irrevocably waives any objection to proceedings being commenced in the Jurisdiction.
Where a party is a party in more than one capacity, it is only necessary that the party accept and deliver this document once. The initial acceptance and delivery will bind the party in all capacities.
No right or obligation of any party will merge on completion of any transaction contemplated by this document. Any indemnity given in this document survives the expiry or termination of this document and a party may enforce a right of indemnity at any time, including before it has suffered loss.
Each party represents and warrants to each other party that it has the power to enter into and perform its obligations under this document and this document creates valid and binding obligations enforceable in accordance with their terms.
Any provision of this document that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of this document which remain in force.
Time is of the essence in respect of each party’s obligations under this document.
If a party enters into this document as a trustee of a trust, it warrants that it enters into this document both personally and as sole trustee of the trust and it has full power under the relevant trust deed to enter into and perform this document.
The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by Notice signed by the party to be bound by the waiver.
If a party comprises 2 or more persons, a reference to that party includes each and any 2 or more of them, and this Agreement binds each of them separately
and any 2 or more of them jointly.
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