our legal terms

All relationships between the cloudyBoss group of companies and its stakeholders are regulated under our governance model, legal instruments as well as applicable international and local laws.

There are 5 core sets of intertwined global terms underpinning the cloudyBoss legal framework:

Terms of use | these terms underpin your usage of this website

Privacy | these terms underpin our usage of your private information

Terms of sales | these terms underpin the purchase of cloudyBoss products and services

Software license | these terms underpin your usage of cloudyBoss operative platforms

APEASE (Agreement Partners, Executives And Software Engineers) | these terms underpin the relationship(s) between cloudyBoss and its partners, executives and engineers

Other terms and agreements account for specific local regulations or manifest themselves within the narrower scope of a particular relationship with a client, partner or other type of party to an agreement with cloudyBoss.

Terms of Use

1. Background

1.1 cloudyBoss Pty Ltd (the “Company”) maintains this website (the “Site”) for your information, education and communication.
1.2 Your access and use of the Site is subject to the following terms and conditions (the “Terms of Use”) and all applicable laws.

2. Interpretation

2.1 Definitions
In these Terms of Use, except where the contrary intention is expressed, the following definitions are used:
Company: cloudyBoss, the main party in these Terms of Use owning and responsible for the Site, and all of its directors, officers, employees, agents and affiliates. Terms of Use Details: Schedule A to these Terms of Use.
Forum: an online forum or online community on the Site that You may have access to.
Harmful Code: any virus, disabling device or code, worm, Trojan, time bomb or other harmful or destructive code.
Intellectual Property Rights: all intellectual property rights, including but not limited to, the following rights:
a) patents, copyright, rights in circuit layouts, designs, trade marks (including goodwill in those marks), domain names and any right to have confidential information kept confidential;
b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and
c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist in Australia or elsewhere, whether or not such rights are registered or capable of being registered.
Law: any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, and includes the common law and rules of equity as applicable from time to time, any applicable industry codes of conduct and where none apply, international industry codes of conduct.
Loss: liabilities, expenses, losses, damages and costs (including but not limited to legal costs on a full indemnity basis, whether incurred by or awarded against a party) and consequential and indirect losses and damages including those arising out of any third party claim.
Material: any software, firmware, documented methodology or process, documentation or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any category of Intellectual Property Rights.
Non-excludable Rights: rights and remedies which cannot be excluded, restricted or modified and conferred on You by specific local legislations in relation to the provision by the Company of goods or services on the Site.
Services: means the services to be provided by the Company.
Site: The website and sub-sites accessible at www.cloudyboss.com
Term: means the period from when you start using the Site until the expiry or termination of these Terms of Use.
Terms of Use: these terms between You and the Company, as amended from time to time in accordance with clause 7.3, and includes its schedules and any attachments.
User Details: Login and user details that the Company may provide You with to facilitate your use of or access to the Site and/or Company software and services.
You: the other party in these Terms of Use, and including your employees, officers, agents and subcontractors if you are an organization.

2.2 Interpretation
In these Terms of Use, except where the contrary intention is expressed:
a) the singular includes the plural and vice versa, and a gender includes other genders;
b) another grammatical form of a defined word or expression has a corresponding meaning;
c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, these Terms of Use, and a reference to these Terms of Use includes any schedule or annexure;
d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
e) a reference to time is to the time in the place where the obligation is to be performed;
f) a reference to a party is to a party to these Terms of Use, and a reference to a party to a document includes the party s executors, administrators, successors and permitted assignees and substitutes;
g) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
h) if you are a trustee, you enter these Terms of Use personally and in your capacity as trustee and warrants that you have the power to perform your obligations under these Terms of Use;
i) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re enactments or replacements of any of them;
j) the meaning of general words is not limited by specific examples or by including similar expressions;
k) any representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
l) any representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
m) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms of Use or any part of it;
n) headings are for ease of reference only and do not affect interpretation.

3. Term

3.1 The Terms of Use are deemed valid and accepted by you from the moment you start using this Site onwards.
3.2 The Terms of Use shall automatically renew unless they are terminated in accordance with clause 6.

4. Content and Intellectual Property Rights

4.1 Features and specifications of Services described or depicted on the Site, or available for purchase through the Site (including, without limitation, prices of Services displayed on the Site and any delivery or other charges) are subject to change without notice.
4.2 All quantitative measures, weights and dimensions mentioned on the Site are approximate.
4.3 A reference to Services available for purchase on the Site does not imply or warrant that the Services will be available at any time in your particular locality.
4.4 These Terms of Use do not grant any license under any patents or other Intellectual Property Rights owned or controlled by or licensed to the Company.
4.5 You agree that:
a) The Company owns all rights, title and interest in the Company name(s), logotypes and trademarks, including but not limited to all documents, text, images, logos, concepts, website content and materials, and software developed or owned by the Company, unless otherwise indicated;
b) you will acquire no interest in any such trademarks, tradename(s) logotypes or any Material on the Site by virtue of these Terms of Use, its activities under it, or any relationship with the Company;
d) you must not use the Company’s trademarks, tradename(s) logotypes or any Material on the Site except as permitted and in strict accordance with the dispositions under these Terms of Use or other instructions in the text on the Site;
e) You must not distribute or transmit, modify, reuse, republish, report, frame, upload to a third party or use the contents of the Site (including without limitation the text, images, audio, and video) for public or commercial purposes without the Company s express written permission;
f) You agree not to infringe the copyright or other Intellectual Property Rights belonging to Company, its affiliates or its third party content providers.
4.6 The Company does not wish to receive any product, marketing, advertising or other idea that is not covered by a valid international patent.
4.7 You agree that:
(a) If You send any communication or Material to the Company by any means, including any data, questions, comments, suggestions, or the like, all such communications are, and will be treated as, non-confidential and non-proprietary.
(b) Anything You transmit or post may be used by the Company or its affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, posting, future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto.
4.8 You hereby grant to the Company an irrevocable, perpetual, unrestricted, royalty-free, worldwide, fully transferable, non-revocable, fully paid-up, licence to use, copy, sublicense (through multiple tiers), modify, create derivative works from, distribute, redistribute, display, exploit or otherwise deal with such information or Materials including, without limitation, and without any compensation to you, any ideas, concepts, know-how, or techniques contained in any communication you send for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products or services using such information.
4.9 If the Company provides You with User Details:
a) You must not disclose your User Details to any other person;
b) It will be your responsibility to ensure that your User Details are not disclosed to any other person;
c) you are solely responsible for all activities that occur using your User Details including, without limitation, all activities authorised or unauthorised, lawful or unlawful, which utilise your User Details;
d) the Company is entitled to act on instructions received under your User Details;
e) the Company cannot and will not be liable for any changes made to your User Details by another person using your User Details, or for any Loss or damage arising from your failure to adequately protect your User Details.
4.10 You are strictly prohibited from:
(a) uploading, posting or transmitting on or via the Site any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that contains:
(i) Inappropriate content such as any Harmful Code or unlawful, threatening, harassing, defamatory, libellous, obscene, objectionable, pornographic or profane material;
(ii) any material that could constitute or encourage conduct that would be considered a criminal or fraudulent offence or give rise to civil liability, or otherwise violate any law whether relating to criminal activity, intellectual property, breach of copyright, censorship, defamation or otherwise;
(iii) any material of any kind for commercial purposes, or which contains any promotional material or advertising unless specifically and explicitly authorized by the Company;
(iv) Spam such as commercial solicitations, chain letters, securities offerings, repetitive, pointless or irrelevant postings;
(v) Attacks such as “flaming” other persons in a manner that might incite or perpetuate a conflict or argument, creating usernames to attack other participants identities, impersonating other individuals or falsely representing your identity or qualifications, postings that breach any users privacy.
(b) restricting or inhibiting any other person from using or enjoying the Site;
(c) downloading any material posted by any other user if you know, or ought reasonably to know, that such material cannot legally be distributed in such a manner;
(d) revealing information that you do not want to make public, such as your contact information or email address in Forums;
The Company will fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of anyone breaching this clause.
4.11 The Company reserves the right to monitor Forum content from time to time and to edit, remove or refuse to remove Forum content in its sole discretion.

5. Indemnity

5.1 Your use of the Site is at your own risk.
5.2 The Company makes no warranties or representations as to its accuracy or completeness; the Company specifically disclaims any liability or responsibility for any errors or omissions in the content on the Site whether the Company is aware of such errors or omissions or not.
5.3 The Company assumes no responsibility, and shall not be liable, for any damage to, or Harmful Code that may infect, your computer equipment or other property on account of your access to, or use of the Site or your downloading of any Materials, data, text, images, video, or audio from the Site.
5.4 The Company assumes no responsibility, and shall not be liable, for any interruptions or errors in access to the Site or the accuracy, timeliness, completeness, security or reliability of any communications (including, without limitation, any transactions) made through or in relation to the Site.
5.5 The Company is not responsible for the content of any site linked to from the Site. Your linking to any other site is entirely at your own risk. While the Company may provide links on the Site to other sites, the inclusion of such links is for your convenience only and should not be interpreted as an endorsement of the owner/sponsor of the site linked to or its content. Subject to any Non-excludable Rights, Company disclaims all warranties, express and implied, as to the accuracy, validity, legality or otherwise of any Materials or information contained on such sites.
5.6 The Company is under no obligation to monitor or review Forums on the Site and assumes no responsibility or liability arising from the content of any Forums nor for any error, defamation, libel, obscenity, profanity, or inaccuracy contained in any Forums.
5.7 The materials and content provided on the Site may from time to time become superseded or out of date or include omissions, inaccuracies or other errors. Without limiting the foregoing, everything on the Site is provided to You “AS IS” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Notwithstanding the foregoing paragraph, the Company does not exclude any Non-excludable Rights but does exclude all other conditions and warranties, whether implied by custom, law or statute. The Company s liability for breach of any implied warranty, condition or undertaking which cannot be excluded is limited to the supply of the services again or the payment of the cost of having services supplied again.
5.8 In no event and under no circumstances, including any infringement claims, shall the Company or any other party involved in creating, producing, or delivering the Site be liable to You or any other party or entity whosoever for any re-procurement costs, lost revenue, lost business, lost opportunity, lost interest, lost goodwill, lost or corruption or theft of data, lost profits, any other pecuniary loss, injury, death, delay or for any other direct, indirect, special, punitive or exemplary, incidental or consequential damages, even if the Company has been informed of such potential loss or damage.
5.9 You agree to indemnify the Company and keep the Company indemnified against all actions, proceedings, losses, liabilities, claims, damages, demands, costs and expenses suffered or incurred by the Company as a result of or in connection with any negligent act or omission, use or misuse of the Site, violation of the rights of another user of the Site, or a breach of these Terms of Use, by You or anyone using your User Details.

6. Termination

6.1 The Company may end or terminate these Terms of Use and your access to the Site in whole or in part at any time without cause and without notice.
6.2 On termination of these Terms of Use, you must cease accessing the Site.
6.3 You are not entitled to compensation for loss of prospective profits.
6.4 The following clauses survive the termination of these Terms of Use:
a) Clause 4 (Content and Intellectual Property Rights);
b) Clause 5 (Indemnity);
c) Any other Company disclaimers and limitations of liability.
6.5 The expiration or earlier termination of these Terms of Use do not release You from any obligation or restriction imposed on you under these Terms of Use, and do not affect any of the Company rights or remedies.

7. General Provisions

7.1 All copyright and other Intellectual Property Rights contained in these Terms of Use remains the property of the Company.
7.2 These Terms of Use may not be altered, supplemented, or amended by the use of any additional documents that purport to be an agreement between You and the Company. Any attempt to supplement or amend this document shall be null and void.
7.3 The Company may at any time revise the Terms of Use by updating this web page without prior notice to you, in which case the Terms of Use as modified will apply to you from the date of modification; you should periodically visit this page to review the then current Terms of Use.
7.4 A term or part of a term of these Terms of Use that is illegal or unenforceable may be severed from these Terms of Use and the remaining terms or parts of the terms of these Terms of Use continue in force.
7.5 A failure of the Company to insist upon strict performance of any provisions of these Terms of Use shall not be deemed a waiver of its rights and remedies.
7.6 These Terms of Use are governed by the Law of the jurisdiction specified in Schedule A Item 1 and each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of that jurisdiction.

8. Acknowledgement and acceptance

8.1 By accessing and browsing the Site, you accept, without limitation or qualification, the Terms of Use and the terms and conditions of the Company s Privacy Policy.
8.2 If you make a purchase on the Site, you accept, without limitation or qualification, the Company’s Terms of Sales.
8.3 If you access and use the Company’s Software, you accept, without limitation or qualification, the terms and conditions of the Company’s Software License.

Schedule A – Details

A.1 Court jurisdiction: Australia / New South Wales / Sydney

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Privacy Policy

1. Background

1.1 This Privacy Policy applies to the services offered by cloudyBoss Pty Ltd (the “Company”).
1.2 The Company is committed to safeguarding your privacy and recognizes that individuals have a right to control how their Personal Information is collected and used.
1.3 Providing Personal Information is an act of trust and the Company takes it seriously.

2. Interpretation

2.1 Definitions
In this Privacy Policy, except where the contrary intention is expressed, the following definitions are used:
Company: cloudyBoss Pty Ltd and all of its directors, officers, employees, agents and affiliates.
Forum: an online forum or online community on the Site that You may have access to.
Law: any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, and includes the common law and rules of equity as applicable from time to time, any applicable industry codes of conduct and where none apply, international industry codes of conduct.
Loss: liabilities, expenses, losses, damages and costs (including but not limited to legal costs on a full indemnity basis, whether incurred by or awarded against a party) and consequential and indirect losses and damages including those arising out of any third party claim.
Privacy Policy: these terms as amended from time to time in accordance with clause 9.1.
Personal Information: information or an opinion (including information or an opinion forming part of a database), whether true or not and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
Personnel: a party s employees, officers, agents, and subcontractors.
Services: means the services to be provided by the Company.
Site: The website and sub-sites accessible at www.cloudyboss.com
User Content: any Content that You produce and post on the Site including, without limitation, any Personal Information, data, text, images, audio, video, questions, comments, suggestions, ideas, concepts, know-how, software, firmware, documented methodology or process, documentation or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions or techniques contained in any communication You send to the Site for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products or services using such information.
User Details: Login and user details that the Company may provide You with to facilitate Your use of or access to the Site.
You: the other party in this Privacy Policy.
2.2 Interpretation
In this Privacy Policy, except where the contrary intention is expressed:
a) the singular includes the plural and vice versa, and a gender includes other genders;
b) another grammatical form of a defined word or expression has a corresponding meaning;
c) a reference to a clause or paragraph is to a clause or paragraph of this Privacy Policy;
d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
e) a reference to time is to the time in the place where the obligation is to be performed;
f) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re enactments or replacements of any of them;
g) the meaning of general words is not limited by specific examples or by including similar expressions;
h) headings are for ease of reference only and do not affect interpretation.

3. Collection of Personal Information

3.1 The Company collects Personal Information on individuals only with their consent.
3.2 The only Personal Information collected is what has been provided voluntarily by You.
3.3 When a Service is purchased, Personal Information is requested in order to provide the Service and a failure to provide such Personal Information may result in the Company being unable to fulfil the Service.

4. Collection of browsing information

4.1 The Company may be using tracking technologies such as cookies when You visit the Site.
4.2 The data collected by tracking technologies is captured so that the Company can accurately evaluate the quality of its content, the convenience of the Site and enhance your experience as a Site user as well as your security.
4.3 No attempts are made to identify anyone browsing anonymously the Site.
4.4 It is possible to set your browser to refuse such tracking technologies however this may limit the Services provided by the Site.

5. Security and accuracy

5.1 The Company endeavours to take all reasonable steps to collect, keep and/or disclose securely your Personal Information and to keep your Personal Information accurate and up to date.
5.2 The security of your Personal Information is achieved via security compliance procedures and policies, in line with the highest standard of protection for Personal Information such as EU data protection laws, as well as security technologies such as physical access control to facilities and secure servers, Personnel and partners ongoing security background checks, suitable Personnel and partners certifications, logical security via comprehensive quality assurance testing procedures on all applications and logical layers, encryption technology, anti-virus technology, intrusion detection technology, firewalls, secure passwords and sign in processes.
5.3 Any third-party partner handling directly or indirectly Personal Information on behalf of the Company cannot operate with the Company without entering first into a strict partner agreement with the Company, covering privacy and protection of Personal Information to a standard equal or above the one mentioned in clause 5.2.

6. Use and disclosure of your Personal Information

6.1 The Personal Information we collect from You will be used for the following primary purposes:
(a) To fulfill obligations under any contract between You and the Company such as a sale or purchase contract, or a software license agreement;
(b) To render Services related to the Company business such as after sales Services, or advising You of any upgrades or changes to these Services;
(c) To provide information about products, services, special offers, jobs and business opportunities;
(d) To obtain opinions or comments about products and/or services;
(e) To record statistical data for marketing analysis.
6.2 For the purposes described in clause 6.1, and in order to operate the Site or deliver a Service, your Personal Information may be shared with third-parties in Australia or overseas. 6.3 Your Personal Information will not be used or disclosed for any other purposes than the ones detailed in clause 6.1 without your consent, except in exceptional cases when disclosure may be required by law, or is necessary to protect the rights or property of the Company, or any member of the public, or to lessen a serious threat to a person s health or safety.

7. Public Forum and links to other websites

7.1 The Site may contain open Forums for You to post User Content.
7.2 Your User Content may be made available in the public domain, for example by other users of the Site, so it may become accessible by any person using internet in any part of the world and may be found using independent search engines.
7.3 If You choose to post User Content on the Site, You do so at your own risk. This means that, contrary to the way the Company uses your Personal Information as described in the sections of this policy, the Company cannot guarantee that your User Content will:
(a) have its usage and circulation limited;
(b) be held securely;
(c) be protected.
7.4 The Company assumes no responsibility or liability to You or to any third-party for any loss or damage resulting from any User Content posted on the Site.
7.5 The Company may provide links to other third-party websites outside of the Site.
7.6 These linked websites are not under the control of the Company.
7.7 Your linking to any other website is entirely at your own risk. While the Company may provide links on the Site to other websites, the inclusion of such links is for your convenience only and should not be interpreted as an endorsement of the owner/sponsor of the website linked to or its content.
7.8 The Company assumes no responsibility or liability to You or to any third-party for the content of any site linked to from the Site.

8. Right of access and enquiries

8.1 You have the right to review your Personal Information that may be recorded on the Company database. Your Personal Information may be reviewed by contacting the Company at www.cloudyboss.com.
8.2 You may request that the Company deletes your Personal Information from its database by contacting the Company at www.cloudyboss.com.
8.3 Please allow 14 days for any request, related to clause 8.1 or 8.2, to be processed.
8.4 If You request the Company to delete your Personal Information from its database, the Company will undertake all reasonable steps to delete the information, except where it is required for legal reasons.
8.5 Deletion of Personal Information may result in the Company being unable to sell products directly and/or provide certain Services to You including after sales Services.
8.6 You may choose not to receive further emails from us by withdrawing Your consent. To do this, sign in to www.cloudyboss.com (so that we can identify You), then go to the Administration option in the main menu and de-select the box that asks for your permission to contact You. Under Administration You can also update your email address or choose the type of information we send You from the list of topics.
8.7 You may enquire about the Company Privacy Policy by contacting the Company at www.cloudyboss.com

9. General provisions

9.1 The Company may at any time revise this Privacy Policy by updating this web page; You should periodically visit this page to review the then current Privacy Policy.

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Terms of Sales

1.Background

1.1 The Sale Terms, Privacy Policy and the applicable Software License form part of, and are hereby incorporated into, these terms and conditions of sale (collectively the “Sale Terms”).
1.2 The Sale Terms apply to your purchase of any Services on the Site.
1.3 The Company shall either by itself or through its subcontractors sell and you shall purchase the Services offered for sale on the Site in compliance with the Sale Terms.

2. Interpretation

2.1 Definitions
In these Sale Terms, except where the contrary intention is expressed, the following definitions are used:
Business Day: a) for receiving a Notice, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the Notice is received; and b) for all other purposes, any day that is not a Saturday or Sunday or a national public holiday.
Business Hours: from 9.00am to 5.00pm, local time, on a Business Day.
Card: a valid credit card or a valid debit card acceptable to the Company.
Company: CloudyBOSS, a division of the Giovanni Di Noto firm, the main party in these Sale Terms owning and responsible for the Site, and all of its directors, officers, employees, agents and affiliates.
Sale Terms Details: Schedule A to these Sale Terms.
Intellectual Property Rights: all intellectual property rights, including but not limited to, the following rights:
a) patents, copyright, rights in circuit layouts, designs, trade marks (including goodwill in those marks), domain names and any right to have confidential information kept confidential;
b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and
c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist in Australia or elsewhere, whether or not such rights are registered or capable of being registered.
Law: any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, and includes the common law and rules of equity as applicable from time to time, any applicable industry codes of conduct and where none apply, international industry codes of conduct.
Loss: liabilities, expenses, losses, damages and costs (including but not limited to legal costs on a full indemnity basis, whether incurred by or awarded against a party) and consequential and indirect losses and damages including those arising out of any third party claim.
Material: any software, firmware, documented methodology or process, documentation or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any category of Intellectual Property Rights.
Notice: a notice, demand, consent, approval or communication issued under these Sale Terms.
Personal Information: information or an opinion (including information or an opinion forming part of a database), whether true or not and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
Personnel: a party s employees, officers, agents, and subcontractors.
Sale Terms: these Sale Terms between the Company and You and including its schedules, any attachments, the Company / Site Sale Terms, Privacy Policy and the applicable Software License.
Schedules: the schedules to these Sale Terms.
Services: the application hosting services, website hosting services, internet services, computer and computing services, communication and such other services known as provided by the Company from time to time.
Site: the website and sub-sites accessible at www.cloudyboss.com You: the other party in these Sale Terms, and including your employees, officers, agents and subcontractors if you are an organization.
2.2 Interpretation
In these Sale Terms, except where the contrary intention is expressed:
a) the singular includes the plural and vice versa, and a gender includes other genders;
b) another grammatical form of a defined word or expression has a corresponding meaning;
c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, these Sale Terms, and a reference to these Sale Terms includes any schedule or annexure;
d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
e) a reference to time is to the time in the place where the obligation is to be performed;
f) a reference to a party is to a party to these Sale Terms, and a reference to a party to a document includes the party s executors, administrators, successors and permitted assignees and substitutes;
g) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
h) if you are a trustee, you enter these Sales Terms personally and in your capacity as trustee and warrants that you have the power to perform your obligations under these Sale Terms;
i) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re enactments or replacements of any of them;
j) the meaning of general words is not limited by specific examples or by including similar expressions;
k) any deed, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
l) any deed, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
m) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Sale Terms or any part of it;
n) 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; and
o) headings are for ease of reference only and do not affect interpretation.

3. Terms of Sales

3.1 The Company is entitled to appoint subcontractors to provide the Services and to perform any act of the Company contemplated under these Sale Terms.
3.2 All Orders placed by You on the Site are accepted pursuant to the Sale Terms, which supersede any other terms relating to the sale of the Services appearing on the Site or elsewhere and shall override any other terms referred to by You or in any course of dealing.
3.3 An Order placed by You on the Site is an offer by You to purchase a particular Service.
3.4 The Company or its subcontractors reserve the right to accept or reject your Order for any reason, including, without limitation, an error in your order or in the material on the Site, or the unavailability of the Service.
3.5 The contract to purchase a particular Service only comes into existence upon acceptance by the Company or its subcontractors of your Order.
3.6 Services are subject to availability. In the event of shortage, the Company may allocate sales and provision of the Services in its sole discretion.
3.7 The Company or its subcontractors will only accept Orders for the provision of the Services if You are over the age of 18 years.
3.8 The Company or its subcontractors reserve the right to limit the quantity of Services purchased by You.
3.9 The price of a Service shall be as stipulated on the Order at the date of placement of your Order.
3.10 The Company or its subcontractors must receive full payment of the price of the Services ordered, and any other Charges (including delivery or freight charges) that may apply to your Order, before they are delivered or supplied to you.
3.11 You shall pay for the Services by using one of the payment methods available on the Site.
3.12 You must have a Card or sufficient funds in a bank account to cover an electronic debit of the fees to obtain access to the Software.
3.13 The payment information You provide must be accurate, current and complete, and You agree to notify us promptly of any change in the payment information.
3.14 When You subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable subscription term at the then-current subscription rate to maintain access to the Software.
3.15 Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the Site for the Software you have selected.
3.16 You must pay all legitimate charges incurred. No credit terms are given. Upon registration of a Card or direct debit bank authority, You automatically give the Company authorisation to debit their Card or bank account for all legitimate charges You incur.
3.17 You are responsible for the installation and use of all telecommunication equipment, facilities and charges and the payment thereof needed to access the Services of the Company.
3.18 Where the Services are to be delivered by instalments, each instalment shall be deemed to be the subject of a separate agreement and no default or failure by the Company or its subcontractors in respect of any one or more instalments shall vitiate the Sale Terms in respect of the Services previously delivered or undelivered Services.
3.19 In the event that the Company or its subcontractors give notice to You that it is unable to deliver any instalment of the Services, you shall be deemed to have accepted those instalments already delivered but the Company or its subcontractors may reimburse the price of the undelivered Services which have been paid for by you.
3.20 If You fail to take delivery of, or activate the Services or any part of them when they are made available to You, or fail to provide accurate instructions, documents, licenses, consents or authorizations required to enable the Services to be delivered, risk in the Services shall pass to You, delivery shall be deemed to have taken place, and You shall pay to the Company or its subcontractors all costs and expenses arising from your failure.
3.21 The Services are not authorized for use as critical components in life support systems or situations where failure to perform can reasonably be expected to cause significant injury to users or others.
3.22 The Company may update, or discontinue any Service and/or revise prices for any Service listed as available on the Site at any time.
3.23 You agree that changes may occur between any Service made available to You and the Services described in marketing materials.
3.24 You agree and warrant that the purpose of purchasing the Services is for your own internal use only, and not for resale.
3.25 The Company or its subcontractors shall be entitled to refuse to accept Orders placed by You if You breach or the Company or its subcontractors, on reasonable grounds, suspects that You will breach clause 3.20.
3.26 You agree to comply with all applicable export laws and regulations. Specifically, but without limitation, you agree not to re-export or ship, directly or indirectly, any Services or technical data in any form without first obtaining the Company s prior written consent and the appropriate export or re-export licenses from the relevant Government(s).

4. Intellectual Property Rights

4.1 Title to the Services which are software Services shall remain with the Company, sole licensor.
4.2 These Sale Terms do not grant You or any other party any license under any patents or other Intellectual Property Rights owned or controlled by or licensed to the Company.
4.3 You agree that:
a) The Company owns all rights, title and interest in the Company name(s), logotypes and trademarks, including but not limited to all documents, text, images, logos, concepts, website content and materials, and software developed or owned by the Company, unless otherwise indicated;
b) You will acquire no interest in any such trademarks or tradename(s) by virtue of these Sale Terms, its activities under it, or any relationship with the Company.
c) You will not adopt or use such trademarks or trade names, or any confusing word(s), symbol(s), as part of your trading name(s), or allow such marks or names to be used by others including your or their Personnel.

5. Protection of Personal Information

5.1 You hereby give permission to the Company to use personal information about You to any credit reporting agency for the purpose of the Company to assess your credit worthiness or for the purpose of the enforcement of payments which are overdue.
5.2 You hereby give permission to the Company to use and disclose personal information about You for the purpose of making the Third Party Software and Services You choose available to You.
5.3 The Company agrees not to sell, lend, disclose or otherwise release personal information to any other source for commercial or other gain.

6. Indemnity

6.1 In no event and under no circumstances, including any infringement claims, shall the Company or its subcontractors be liable to You or any other party or entity whosoever for any re-procurement costs, lost revenue, lost business, lost opportunity, lost interest, lost goodwill, lost or corruption or theft of data, lost profits, any other pecuniary loss, injury, death, delay or for any other direct, indirect, special, punitive or exemplary, incidental or consequential damages, resulting from performance or failure to perform under an agreement pursuant to the Sale Terms, or from the furnishing, performance or use of any Services sold or provided pursuant to the Sale Terms, or due to late delivery or non-delivery of the Services, whether in an action in contract, or tort, or otherwise, or due to a breach of contract, breach of warranty, negligence, or otherwise, even if the Company has been informed of such potential loss or damage.
6.2 The Company or its subcontractors shall not be liable for any delay or failure in its performance caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labour difficulties, equipment failures, or any other causes beyond its reasonable control.

7. General Provisions

7.1 All copyright and other Intellectual Property Rights contained in these Sale Terms remain the property of the Company.
7.2 A term or part of a term of these Sale Terms that is illegal or unenforceable may be severed from these Sale Terms and the remaining terms or parts of the terms of these Sale Terms continue in force.
7.3 An attempt by you to enter an Order which is subject to additional or altered terms and conditions shall be null and void.
7.4 These Sale Terms are governed by the Law of the jurisdiction specified in Schedule A Item 1 and each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of that jurisdiction.

8. Acknowledgement and acceptance

8.1 Unless You notify the Company to the contrary by telephone, facsimile transmission or telex within seven (7) days of delivery and such notification is confirmed in writing within seven (7) days of its receipt by the Company, the Services shall be deemed to have been accepted by You as being in accordance with the Sale Terms.
8.2 The following clauses survive the termination of these Sale Terms:
a) Clause 4 (Intellectual Property);
a) Clause 5 (Protection of Personal Information);
b) Clause 6 (Indemnity).

Schedule A – Details

A.1 Court jurisdiction: Australia / New South Wales / Sydney

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