- AJF (Qld) Pty Ltd ABN: 34 619 120 562(we/us/our) operates the Platform and offers the Services.
- We have agreed to grant you Access to the Platform and to provide you with the Services on the terms set out in this Agreement.
- This Agreement commences on the Acceptance Date and continues until terminated under clause 10.
- Where a Proposal with a fixed duration has been provided to you, this Agreement will continue for each Rollover Period, unless terminated in accordance with clause 10.
- Subject to sub-clause 3.1(b) we grant you and your Authorised Users with Access to the Platform on a worldwide, revocable, non-exclusive, sublicensable and non-transferable basis during the Term (Licence).
- The Licence is provided on the following conditions:
- you must:
- only Use the Platform in accordance with this Agreement;
- only Use the Platform for the purposes it was expressly intended;
- comply with all reasonable and lawful directions that we may give from time to time with respect to Use (or the Use by Authorised Users or Representatives) of the Platform;
- only Use the Platform in the ordinary operation of your business;
- protect all iNSPIRE Sport Intellectual Property Rights in the Platform or any documentation incidental thereto at all times from unauthorised access, use or damage;
- procure that all Authorised Users and Representatives only Use the Platform in accordance with the stipulations of this Agreement;
- comply with the Privacy Standards and must procure that All Authorised Users and Representatives comply with the Privacy Standards;
- maintain the security of:
- your account login information from third parties; and
- all Data that has been uploaded to or recorded in the Platform; and
- cooperate with us in remediation of any security, unauthorised use or misuse of the Platform and promptly report all such matters that the Customer becomes aware of to us;
- you must not:
- be involved in any business activity that is unlawful or that we reasonably consider would be likely to adversely impact upon our reputation;
- 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;
- interfere or disrupt the operation of the Platform nor attempt to do so;
- grant access to the Platform to anyone other than Authorised Users, unless we provide you with express written consent;
- gain access to or utilize any data other than the Customer’s Data or the Data of its Authorised Users or any End Users associated with the Customer unless such access is specifically provided by iNSPIRE Sport or the functionality of the Platform; and
- subject to any right under, sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act, 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 will provide the Services to you in a professional manner with due care, skill and diligence.
- In clause 1.4 “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 Services or the Platform).
- From time to time we may update the Platform resulting in New Services being available to you. Where practicable, we will provide Notice of those New Services. Once the Platform has been updated, the provision of the New Services will be governed by the terms of this Agreement.
- We may from time to time unilaterally make modifications to the Platform (provided such variations do not limit your rights or enjoyment) and we will provide Notice of any changes made, prior to the changes taking effect.
- As a consequence of New Service offerings or modifications, contemplated in sub clauses (a) and (b), we may need to make reasonable amendments to the provisions of this Agreement. We reserve the right to unilaterally 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 sub clause will apply immediately upon Notice of the variation being provided.
We will not migrate any User Data or Customer Data into the Platform. It is your responsibility to ensure User Data and Customer Data is appropriately migrated and to ensure its proper configuration.
The nature and extent of any Support Services provided will be determined by us from time to time. Unless specifically agreed in writing, we are not obligated to make Support Services available.
1.7 White labelling
We may at your request and in our complete discretion, agree to white-label the Platform using your branding. Where we have agreed to white-label the Platform, the costs for undertaking such work will be agreed prior to our commencement of that work.
- You are responsible for migrating all Customer Data and ensuring everyone that any person that is an Authorised User or Representative:
- has appropriate in-Platform authorisations;
- establishes their own user account; and
- agrees to comply with the terms of this Agreement (Account Establishment).
- You acknowledge and agree that the Services and Platform require proper Account Establishment. If this does not occur:
- the Services and Platform may not be able to be provided, or if they are provided may not be fully functional or effective;
- Authorised Users may be required to reestablish their accounts before Services or Access to the Platform are provided; and
- we will not be liable to you for any Loss suffered due to the Services or Platform not being provided or any Service deliverables being adversely affected.
- You must ensure your Authorised Users and Representatives only upload personal data, sensitive or private information about any person to the Platform in accordance with the Privacy Standards.
- You acknowledge and agree that although we will comply with the Privacy Standards, uploading Customer Data is entirely at your risk.
- All Data processed by us on your behalf will be processed in accordance with the Privacy Standards.
- you acknowledge that title to Customer Data remains with you, however we will have an enduring license to use such Customer Data, even after the termination of this Agreement.
You are responsible for obtaining and maintaining all Systems required to Use the Platform and receive the Services.
You represent, warrant and undertake that:
- you will comply with all applicable Laws;
- you own or have an unrestricted right to use all Customer Data that is uploaded or recorded in the Platform, including the right to authorise us to store and use the Customer Data;
- we are authorised to use and store Customer Data that has been Uploaded for the purpose of delivering the Services, operating the Platform and operating our business generally;
- you have the capacity and authority to enter into and to perform this Agreement; and
- this Agreement is accepted by a duly authorised representative of you and legally binds you.
- Customer acknowledgements
You acknowledge and agree that:
- computer and telecommunications services are not fault free and occasional periods of downtime may occur;
- we may publish your branding and testimonials on our Platform or on any of our other promotional material for the purpose of representing that you are a client of ours; and
- in addition to any other rights or remedies we may have, we may suspend or terminate any Authorised User or Representative’s access to the Platform at any time and without any liability to you in the event that any Authorised User or Representative breaches a provision of this Agreement or the Privacy Standards.
- comply with the Privacy Act 1988 (Cth) and any other applicable privacy Laws in relation to Customer Data;
- provide you and your Authorised Users with reasonable notice of scheduled maintenance to the Platform;
- conduct general server maintenance as and when reasonably required;
- host all Data on our host servers; and
- ensure that the Platform and any Services will be provided in accordance with:
- this Agreement; and
- applicable Laws.
When processing any Customer Data, we must:
- comply with the Privacy Standards;
- implement, maintain and enforce appropriate and industry best practice technical and organisational measures to protect the data from any misuse, loss, interference unauthorised access, modification or disclosure;
- if any of your Data is lost, destroyed, corrupted or altered in connection with the provision of the Services or the Platform, take all practicable measures to immediately restore that Data; and
- inform and co-operate with you in the event of any risk regarding the security of Customer Data.
- Intellectual property rights
- 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 and the Services and nothing in this Agreement affects the Moral Rights in them.
- For the avoidance of doubt nothing in this Agreement prohibits us from using our Intellectual Property Rights to provide the Platform or the Services to third parties, even if they are the same or substantially the same as those provided to you.
You acknowledge that all Intellectual Property Rights in the variations, additions and alterations (Improvements) to the Platform and the Services are owned by us, even where suggested or created by you.
- Fees, Charges and Payments
- Tax Invoices for the Fees payable for the provision of Services and Access to the Platform will be issued within the Platform or to your Financial Officer at the end of each calendar month.
- You must pay each Tax Invoice within 7 days of receipt (unless expressly stated otherwise in the invoice itself) without set-off, counterclaim, holding or deduction in the manner detailed on the Tax Invoice.
- To avoid doubt, the obligation to make payment of each Tax Invoice under 7.1(b) is not contingent upon the completion of any work by us.
Any costs and reasonable out-of-pocket expenses which are necessary to provide the Services (Expenses) will be paid or reimbursed (as the case may be) by you where we have received prior written approval from you regarding the incurring of the Expense. We will submit documentation as evidence as is reasonably required by you to verify the Expense that has been incurred.
- If you dispute any part of a Tax Invoice you must pay the portion not in dispute and provide Notice to us within seven (7) days of receiving the Tax Invoice of the reasons for dispute.
- Within a reasonable time of receiving the notice, we will address the reasons of dispute, to enable a prompt and amicable resolution. If the dispute cannot be resolved within seven (7) days of our response, then the dispute must be referred to the procedure contained in clause 11.
You agree that we may reasonably alter our Fees and charges under this Agreement upon providing Notice to you (Review Notice). The new Fees and charges will apply in 30 days after you have received the Review Notice.
If you fail to make payment within the time required under this Agreement we may:
- charge you an Admin Fee;
- 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; 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.
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.
You acknowledge and agree that you are solely responsible and vicariously liable for all of your Authorised Users and Representatives and must ensure that they comply with the terms of this Agreement and the Privacy Standards.
- Confidentiality and restrictions
- Recipient must keep Confidential Information confidential
Each party must keep confidential all Confidential Information and only use Confidential Information for the purpose of providing or receiving (as the case may be) the Services.
The obligations in clause 9.1 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;
- 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.
The parties undertake to one another to not during this Agreement or for a period of 12 months after it is terminated or expires:
- solicit, canvass, induce or encourage any person who was at any time during the term of this Agreement an employee, a director, employee or agent of the other party to leave the other party’s employment or agency; or
- do anything that would or would be likely to interfere with the relationship between the other party’s clients, customers, employees, partners or suppliers.
- Either party may terminate this Agreement by written notice to the other (Termination Notice). Where a Termination Notice is received at least 14 days before the end of the then current:
- billing period; or
- Rollover Period (Fixed Duration),
termination will take effect at the end of that billing period or the expiration of that Fixed Duration, whichever is later. In any other case, termination will take effect at the end of the subsequent billing period or Fixed Duration, whichever is later.
- We will provide you with at least 14 days’ notice before the last date by which you must provide a Termination Notice in order to prevent the Agreement continuing for a Rollover Period.
Either party may, without prejudice to its other rights or remedies, terminate this Agreement with immediate effect by written notice to the other party, in the event of:
- any material breach of the Agreement by the other party which is not remedied within 30 days after the service on the party in default of a written Notice specifying the nature of the breach and requiring that the same be remedied; or
- the other party becoming Insolvent.
- Effect of Agreement ending
Upon termination or expiry of this Agreement:
- you will no longer be entitled to download or access any Data;
- you must pay all outstanding Fees, and other charges due to us under this Agreement up to the date of termination;
- each party must destroy the other party’s Confidential Information received 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.
9.1 Your Indemnity
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):
- the delivery of Services to you in accordance with this Agreement, except to the extent that we have contributed to or caused that Loss;
- any breach or default by you, your Authorised Users or Representatives of this Agreement (including any breach of warranty);
- a negligent act or omission by you, your Authorised Users or Representatives;
- your failure to comply with any Law; and
- the failure of your Authorised Users or Representatives to comply with any Law.
- Subject to sub clause (b), 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 infringe the Intellectual Property Rights of that third party.
- We will not be liable to you under sub-clause (a) if:
- you do not notify us of the other person’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 (based on the circumstances) in defending the Claim; or
- you do not enable us to have control of the defense of the Claim and all related settlement negotiations.
- Exclusion of Consequential Loss
To the maximum extent permitted by Law, we will not be liable for any Consequential Loss arising out of this Agreement, the delivery of the Services or the use of the Platform even if we were apprised of the likelihood of such loss or damage occurring.
- 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 of 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 its negligence will be reduced proportionately to the extent that you or your Authorised Users’ or Representatives’ 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 Data being lost, destroyed or damaged by the Platform or a third party provider of cloud based storage or hosting; or
- a failure in the Platform or in the delivery of our Services caused as a result of any third party hardware or software issue.
- Subject to sub-clause (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 (including providing the Service deliverables again) or the payment of the cost of having the Services supplied again.
The provisions of this clause 11 survive the termination of this Agreement.
Any notices given under or in connection with this Agreement:
- must be in legible writing and in English;
- must be either:
- 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, sent to the:
- Authorised Representative’s contact address that has been provided, or any other address for service of correspondence that you have provided; or
- Authorised Representative by internal mail or notification within the Platform;
- must be:
- delivered to that party’s address;
- sent by pre-paid mail to that party’s address;
- issued via the Platform to the Authorised Representative; 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.
- If a dispute arises out of or relates to this Agreement (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 fourteen (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.
Clauses 3, 4, 5, 6, 7 and 9 are essential terms 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 will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure. If a delay or failure of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended. If a delay or failure by a party to perform its obligations due to Force Majeure exceeds thirty (30) days, either party may immediately terminate this Agreement on providing Notice to the other party.
- We may, upon Notice in writing to you, assign 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.
Unless this Agreement expressly states otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under this Agreement. To be effective any consent under this Agreement must be in writing.
Each party will pay their respective costs and expenses in connection with the negotiation, preparation, execution, and performance of this Agreement.
This Agreement 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 Agreement and has no further effect. The Customer warrants that the Customer have not relied on any representation made by iNSPIRE Sport which has not been stated expressly in this Agreement.
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 Agreement.
This Agreement is governed by the law in force in the State of Queensland Australia and each party submits to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to determine appeals from those courts, in relation to any proceedings that may be brought at any time relating to this Agreement.
No right or obligation of any party will merge on completion of any transaction contemplated by this Agreement.
Any provision of this Agreement that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of this Agreement which shall remain in force.
- Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this Agreement by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this Agreement.
- Any waiver or consent given by any party under this Agreement will only be effective and binding on that party if it is given or confirmed in writing by that party and no waiver of a breach of any term of this Agreement will operate as a waiver of another breach of that term or of a breach of any other term of this Agreement.
- Definitions and Interpretation
In this Agreement:
- Acceptance Date means the date that you communicate your acceptance of this Agreement to us, whether in writing or by means of your conduct, including without limitation by Accessing and Using the Platform.
- Access means to make a fully functioning version available for Use.
- Activity Data means usage data, history data and any other relevant log information captured by the Platform from time to time.
- Admin Fee means a fee payable by you as a consequence of a late payment which is calculated based on the reasonable costs incurred by us relating to recovery.
- Agreement means this document and includes any annexures, schedules and appendices to the document.
- Associate means:
- in relation to a corporation, any Related Body Corporate , any director, any person that has a substantial holding (as that term is defined in the Corporations Act) in the corporation, any person with whom the corporation is acting, or proposes to act, in concert and any person with whom the corporation is, or proposes to become, associated in any other way whether formally or informally; and
- in relation to a natural person, their spouse, any relative (including adoptive) of the person or the person’s spouse, or any corporation in respect of which the person is an associate because of clause (a) above.
- Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
- Authorised Representative means the suitably qualified, authorised and informed representative that has been nominated to act on your behalf with respect to this Agreement.
- Authorised Users means any user of the Platform that you have authorised in accordance with this Agreement, including administrative users and platform users but does not include End Users.
- Business Day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays 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.
- Copyright Act means the Copyright Act 1968 (Cth).
- Corporations Act means the Corporations Act 2001 (Cth).
- Customer Data means data collected by you (or at your instruction) regarding your Authorised Users or any End Users that is stored in the Platform or otherwise provided to us.
- Data means User Data, Activity Data and Customer Data collectively.
- Data Breach has the meaning set out in 5.2
- Data Security Documentation means any document or collection of documents provided by us that sets out the data security policies and procedures, as updated by you from time to time.
- Default Rate means the compound interest rate of 10% which is taken to accrue on a daily basis.
- End Users means each individual user profile that is capable of obtaining Access to the Platform.
- Establishment Services means the initial training and other Platform establishment activities.
- Fees mean the fees payable to us for our provision of Access and our rendering of Services as agreed upon in writing with you.
- Financial Officer means the suitably qualified, authorised and informed representative that you nominate to represent you with respect to your internal financial management, or if no such person has been nominated, the person with whom we have corresponded regarding your Use of the Platform at the time of entering into this Agreement.
- Force Majeure means any cause beyond the reasonable control of a party and which that party is unable to overcome by the exercise of reasonable diligence and at a reasonable cost, including an act of God, fire, earthquake, storm or flood, and the failure of third-party equipment, software, technology or other services necessary for the performance of a party’s obligations under this Agreement.
- GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.
- GST Law has the meaning given to it in the A New Tax System (Goods and Development Services Tax) Act 1999 (Cth).
- Insolvent means if a person is insolvent or an insolvent under administration, or has a controller appointed (each as defined in the Corporations Act), 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.
- 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.
- Moral Right means moral rights as defined in the Copyright Act 1968 (Cth).
- 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 Services).
- Notice means a notice given under or in connection with this Agreement that adheres to the requirements in clause 12.
- Platform means our cloud-based system software known as iNSPIRE Sport.
- Representative of a person means an officer, employee, contractor, professional adviser or agent of that person.
- Related Entity has the meaning it has in section 9 of the Corporations Act.
- Rollover Period means a duration of time equal to the initial billing period agreed between the parties that arises:
- at the expiration of the initial billing period; and
- again in perpetuity on the expiry of each earlier Rollover Period.
- Services mean the Establishment Services and Support Services individually, jointly or collectively as the context requires.
- Support Services means telephone support provided during business hours on Business Days to you by us that relate to the operation and function of the Platform and the delivery of the Services.
- 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.
- Use means to load, execute, display and perform.
- User Data means all data that relates to the holder of an account enabling Access to the Platform including restriction and access rights, user details (personal information) and communication data (private and public).
- Tax Invoice means an invoice issued by us for payments required under this Agreement.
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 rule, paragraph or schedule is to a rule or paragraph of, or schedule to, this Agreement and a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
- a reference to dollar or $, is to Australian dollars unless otherwise stipulated;
- a reference to time is to time in Brisbane Queensland, Australia;
- a reference to a person includes a natural person, partnership, body corporate, association and any government agency;
- a reference to a party means a party to this Agreement 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 the whole is to each part of it;
- a reference to a statute, regulation, code or provision of a statute, regulation or code includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
- “including” and similar expressions are not words of limitation;
- costs and expenses include legal costs and expenses on a full indemnity basis;
- conduct includes an omission, statement or undertaking, whether or not in writing;
- “property” or “asset” includes all property and assets of any nature, including a business, and all rights, revenues and benefits;
- 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;
- where time is to be calculated by reference to a day or event, that day or the day of that event is excluded;
- a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act; and
- headings are for ease of reference only and do not affect interpretation.
- 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.
- A party that is a trustee is bound both personally and in its capacity as a trustee.
- The relationship between the parties is an independent contracting relationship.
- Nothing in this Agreement will be construed as creating a partnership or any other relationship between the parties or provide any exclusivity in the relationship between the parties or the provision of the Services or Access to the Platform.