In this Agreement, terms used in the Key Details have the meaning given to them in the Key Details and, unless the context otherwise requires:
API Key means the private secret used to authenticate your access to our API. means the unique username and password issued or otherwise assigned by us to you or your
Authorised User Accounts means the unique username and password issued or otherwise assigned by us to you or your Authorised Users for access to and use of the Platform.
Authorised User means the employees, agents and independent contractors of you who are authorised by you to be supplied Authorised User Logins and access and use Platform.
Business Day means a day (other than a Saturday, Sunday or public holiday) in New South Wales, Australia.
Confidential Information of a party means the confidential (including proprietary and commercially sensitive) information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) of that party (disclosing party) which is disclosed to, or learnt by or accessed by the other party (receiving party), including information which:
(a) is identified by the disclosing party as confidential or the receiving party ought to have been known to be confidential; and
(b) relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies of the disclosing party,
but does not include information:
(c) which is in, or comes into, the public domain other than by the receiving party’s breach of this Agreement;
(d) which is independently known to, or developed by, the receiving party as evidenced by the receiving party’s written records; or
(e) is or was made available to the receiving party by a person (other than the disclosing party) who is not, or was not, under an obligation of confidence to the disclosing party.
Consequential Loss means without limitation Loss, or anticipated loss, of profit, contract, loss of data, loss of investment funds, income or revenue, loss of business reputation, business interruption of any nature, loss of opportunity, loss of goodwill, loss of anticipated savings or wasted overheads, exemplary or punitive damages, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.
Fees means the applicable Subscription Fees as specified in the Key Details.
Financial Product has the same meaning as in section 763A of the Corporations Act.
Financial Product Advice has the same meaning as in section 766B of the Corporations Act.
Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, government or public health order (including changes thereto) breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority, which:
(a) directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this Agreement; and
(b) is beyond the reasonable control of that party.
GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, source code, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
Key Details means the attachment to these terms and conditions, setting out the commercial details, including your Subscription type, any add-ons, and your fees.
Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.
Payment Cycle is the relevant payment cycle for your Subscription set out in the Key Details.
Platform is the CORE Markets web application, our energy, emissions and environmental tracking, trading and analytics platform, including all its functionalities, software (including its source code), data and products, available via Subscription at https://app.coremarkets.co.
Pre-Existing IP means any Intellectual Property Rights in any materials existing at the date of this Agreement, including Intellectual Property Rights in software, hardware or documentation and materials used in our or your business including enhancements or modifications there to.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Policy means our privacy policy as amended from time to time and available on our website at: https://coremarkets.co/privacy-policy.
Start Date has the meaning given in the Key Details.
Subscription means your subscription to access and use the Platform as set out in the Key Details.
Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Term means the Initial Term and any Further Term.
Terms and Conditions means these terms and conditions as amended from time to time.
Third Party Supplier means a supplier who supplies Third Party Data (other than us).
You means our customer who is a user of the Platform and pays the Subscription Fee. Where you are a corporation, a reference to you includes your employees and contractors.
Your Content means all any content, including text, data, logos, documents, imagery, videos or other files entered, uploaded or created by you or your Authorised Users while using the Platform.
1.1 In this Agreement unless the context otherwise requires:
(a) clause and subclause headings are for reference purposes only;
(b) the singular includes the plural and vice versa;
(c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;
(d) references to statutes include all statutes amending, consolidating or replacing such statutes;
(e) $ means the lawful currency of Australia unless otherwise stated;
(f) any reference to a party to this document includes its successors and permitted assigns; and
(g) the use of the word "includes" or "including" is not to be taken as limiting the meaning of the words preceding it.
An agreement consisting of (a) the Key Details and (b) these Terms and Conditions and (c) the Schedules and (d) any Special Terms and Conditions (Agreement) is formed between you and The Renewable Energy Hub Pty Ltd (ACN 626 342 863) when this Agreement is executed by both parties to it.
2.1 In the event of any inconsistency, the order of priority will be:
(a) Key Details;
(b) Special Terms and Conditions;
(c) Terms and Conditions;
(d) Schedule 1;
(e) any further Schedules.
3.1 Subject to the terms of this Agreement, we grant to you a non-transferrable, non-exclusive right and license to access and use the Platform for the duration of the Term.
4.1 To access and use the Platform, you must set up an account (Account).
4.2 You may also set up Authorised Users for your Account (Authorised User Accounts).
4.3 You are also solely responsible for:
(a) ensuring each Authorised User Account is operated by only one person;
(b) ensuring Authorised Users do not share, publish or otherwise make available to any third party any Account details;
(c) all activity on your Account by you or your Authorised Users’ Accounts including any unauthorised access by third parties;
(d) notifying us promptly if an Authorised User is no longer employed by you, or otherwise no longer authorised to access your Account;
(e) maintaining the confidentiality and security of your Account and your Authorised Users’ Account and notifying us immediately of any unauthorised use; and
(f) protecting Your Content, including backing-up, and ensuring the security of, Your Content, taking appropriate measures to protect Your Content from accidental, unlawful or unauthorised access, use or disclosure.
5.1 Your Subscription and this Agreement will commence on the Start Date and will continue for a period of 12 months (Initial Term).
5.2 Your Subscription and this Agreement will automatically renew for further terms of 12 months (each a Further Term) unless you cancel your Subscription in accordance with clause 6 or the Agreement is otherwise terminated in accordance with its terms.
6.1 Your Subscription is on an auto-renewing basis for an indefinite period in accordance with clause 5.2 until cancelled by you or us as set out in this clause 6.
6.2 You may cancel your Subscription and terminate this Agreement by giving us at least 20 days’ notice prior to the end of your current Term (Cancellation Cut-Off).
6.3 If your cancellation and termination request is received:
(a) prior to the Cancellation Cut-Off, it will be effective at the end of your then current Term and the Platform and Support add-ons (if applicable) for which you have already paid the Fees, will remain accessible by you until the end of your then current Term; or
(b) after the Cancellation-Cut-Off, your payment of the Fees for your next Payment Cycle will be processed and your Subscription renewed for the next Further Term and your cancellation and termination will be effective at the end of that Further Term and the Platform will remain accessible by you until the end of that Further Term.
6.4 We may cancel your Subscription at our reasonable discretion at any time with at least 20 Business Days’ notice to you and without giving any reasons for our decision. If we cancel your Subscription in accordance with this clause 6.4, our cancellation will take effect from the date specified in the notice, and we must within 5 Business Days of such termination refund to you all Fees you have prepaid for the remainder of then current Term (being the pro rata amount of the Fee attributable to the remainder of the then current Term). Furthermore, we reserve the right, in our sole discretion, to approve or reject any request for an Account or Authorised User Account and are not required to provide reasons for any such decision.
6.5 Upon the cancellation of your Subscription in accordance with clauses 6.3 or 6.4: this Agreement will terminate; you must download Your Content from the Platform; we will deactivate your Authorised User Accounts and your access to the Platform; you must cease using the Platform; you must pay to us all outstanding fees owed to us within 14 days; and each party must, on request, return or securely destroy all Confidential Information in that party’s control except for any records of Confidential Information: (i) required to be maintained by a regulatory requirement or good corporate governance practice; or (ii) in any computer back-ups provided such records are not accessed, and any retained records remain subject to the confidentiality obligations in clause 16.
6.6 If you, or any of your Authorised Users, fails to abide by the terms of this Agreement (including without limitation that your Fees are not paid on time where not disputed in accordance with clause 7.5), and you do not remedy any such failure to comply within 10 Business Days of written notice from us to do so, we reserve the right to suspend your access to the Platform and/or permanently cancel your Subscription by written notice to you.
6.7 You may terminate this Agreement by written notice to us:
(a) in accordance with clauses 7.7, 10.4 or 12.3 of this Agreement; or
(b) if we fail to abide by the terms of this Agreement, and we do not remedy any such failure to comply within 10 Business Days of written notice from you to do so.
If you terminate this Agreement under this clause 6.7, we must within 5 Business Days of such termination refund to you all Fees you have prepaid for the remainder of then current Term (being the pro rata amount of the Fee for the then current Term attributable to the remainder of the then current Term).
6.8 If we cancel your Subscription and withdraw access to the Platform in accordance with clause 6.6, your access to the Platform will be withdrawn immediately, no refund will be payable by us, we will have no liability to you for such cancellation, and you must pay to us all outstanding fees owed to us as at the date of cancellation within 5 Business Days.
6.9 Provision of access to any of Your Content that you have not downloaded off the Platform as at the date of any cancellation or termination will be at our sole discretion, unless less than 5 Business Days’ notice of the cancellation or termination was given to you (including any cancellation under clause 6.6), in which case we will provide you with access to Your Content within 10 Business Days of such cancellation.
7.1 In consideration of our provision of the Subscription services, you must pay your Fees in accordance with the Payment Method selected in the Key Details and this clause
7.2 Your Fees will be payable annually in advance in accordance with this clause
7.3 We will invoice you for the Fees:
(a) for the first Payment Cycle, as soon as practicable after Start Date; and
(b) for each Further Term, 30 days prior to the Payment Cycle.
7.4 You must pay the Fees within 30 days of the date of invoice.
7.5 If you wish to raise a genuine dispute about an invoice, you must notify us before the due date and pay the undisputed portion by the due date.
7.6 If you fail to pay an undisputed invoice by the due date, we reserve the right to charge interest on overdue amounts at the rate of 1.5% per month and/or suspend your account and access to the Platform until all overdue amounts are paid.
7.7 On 30 days’ notice to you, we may increase the Fees for any reason, including as a result of an increase in fees charged by Third Party Suppliers. The increase will take effect on your next applicable Payment Cycle. If you do not agree to the Fee increase, you may terminate your Subscription and this Agreement with effect from end of the then current Term by written notice to us any time prior to the next Payment Cycle.
7.8 Without limiting clause 7.7, the Fees may be increased each year by a percentage equal to the percentage increase in CPI for the same period. The increase will take effect on your next applicable Payment Cycle.
7.9 Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under this Agreement are exclusive of GST. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this Agreement plus GST.
8.1 You must comply with, and ensure all Authorised Users comply with, all applicable laws relevant to this Agreement, these agreed terms, and our reasonable directions.
8.2 You may not create derivative works from the Platform.
8.3 You may not copy, modify, reproduce, republish, distribute, display, or transmit all or any portion of the Platform (including any Data or Third Party Data), except in accordance with this Agreement. Any unauthorised use of the Platform is prohibited.
8.4 Without limiting the above, you must not and must not permit your Authorised Users or any third party to, except as expressly authorised by this Agreement:
(a) use or access the Platform (including any Data or Third Party Data) in a way that infringes the Intellectual Property Rights or other rights of any person;
(b) use any network monitoring or discovery software or method or process (including data scraping, collection or accumulation tool, robot, spider or scripted responses) for the purpose of obtaining, processing, copying, replicating, distributing, reconfiguring, republishing, viewing, assessing, analysing, modifying or repackaging the Platform (including any Data or Third Party Data), or for the purpose of extracting information about usage, individual identities or users;
(c) use any method or process to consolidate or combine the Platform (including any Data or Third Party Data) with any other content, data, information, images or material other than for your own internal information purposes;
(d) decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense or otherwise attempt to construct or identify the source code, formulas or processes used by the Platform (including any Data or Third Party Data);
(e) sell, sub-licence, transfer, transmit, publish or make available any part of the Platform (including any Data or Third Party Data);
(f) use the Platform (including any Data or Third Party Data) as a basis for making any recommendation about any Financial Product or financial investment to any third person;
(g) do anything which will or may damage, disrupt access to or interfere with the proper operation of the Platform;
(h) do anything which will or may place an unreasonable load on the infrastructure of the Platform;
(i) post, distribute or send any 'spamming material' or any other form of bulk communication on or using the Platform;
(j) impersonate any person or entity;
(k) publish on the Platform or disseminate using the Platform, any material which is unlawful, defamatory, indecent, offensive or inappropriate;
(l) use the Platform to harass, defame, abuse, threaten or otherwise offend others; or
(m) transmit any material which contains viruses or other computer codes designed to interrupt, limit or destroy the efficient operation of the Platform.
8.5 You must not misuse the Platform by:
(a) knowingly introducing viruses, trojans, worms, bots, logic bombs or other malicious software;
(b) gaining unauthorised access to the Platform or any platform on which the Platform is stored, or any server, computer or database connected to the Platform; or
(c) attacking the Platform via a denial-of-service attack or a distributed denial-of service attack.
8.6 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other malicious software that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or any information on or linked to the Platform.
8.7 We shall not be liable for any loss or damage suffered by you as a result of using public network connections, failing to have up-to-date and effective anti-virus and anti-malware software or failing to notify us that your device has been infected by any type of malicious software.
8.8 You may use the functionalities of the Platform to facilitate a transaction with another user of the Platform. You agree and understand that under no circumstances will we be a party to such a transaction, and we will not be liable in any manner whatsoever for users’ respective obligations to each other.
9.1 You must not submit, post or display any of Your Content that:
(a) you do not have permission, right or license to use, upload, and permit use as contemplated by this Agreement;
(b) is objectionable, offensive, unlawful, defamatory, deceptive or harmful; and/or
(c) is illegal, fraudulent, or manipulative.
9.2 We may remove Your Content from the Platform if Your Content violates the terms of this Agreement, including if Your Content is offensive or otherwise unacceptable to us in our sole discretion and/or including in the event any claims, threatened, alleged or issued in relation to Your Content, and/or for any other reasonable cause. We reserve the right to undertake back-ups of the Platform, however we are not obligated to do so, and you are solely responsible for backing up Your Content.
10.1 We may modify the Platform from time to time, including adding or removing features or functions as we deem necessary (Updates).
10.2 If applicable, you must accept all Updates necessary for the proper function and security of the Platform when such Updates are released by us.
10.3 We may suspend access to, or functionality on, the Platform from time to time to implement such Updates. We will use reasonable efforts to notify you of any Update that may interrupt the Platform.
10.4 If we make Updates which you believe (acting reasonably) have a material adverse impact on your use of the Platform (Material Adverse Update) you may:
(a) provide notice to us; in which case we must meet with you within 10 Business Days of the notice to discuss your concerns; and
(b) if we are unable to remedy the Material Adverse Update within 10 Business Days of that meeting, terminate this Agreement.
11.1 From time to time, we may use third party data obtained from any and all of the below:
(a) the Australian Energy Market Operator (AEMO);
(b) ASX Energy Data (ASX);
(c) Bureau of Meteorology (BOM);
(d) TFS Australia Pty Ltd (TFS); and
(e) other data providers.(Third Party Data).
11.2 We may also produce our own data, including without limitation data based on the Third Party Data (Data). We may use automated technologies, artificial intelligence and machine learning tools to collect, extract, process, organise, analyse and generate Data. To the maximum extent permitted by law, references in this Agreement to Data and Third Party Data include information derived using such technologies.
11.3 You acknowledge and agree that, to the maximum extent permitted by law, we make no representations about the Data, the Third Party Data or any other information on or linked to the Platform, including without limitation warranties of accuracy, currency, completeness or reliability.
12.1 You may use the Platform to evaluate Data and Third Party Data, only for your internal information purposes and in accordance with the terms of this Agreement.
12.2 You must not use the Data for your own commercial purposes, other than to evaluate your own investment and trading decisions as contemplated in clause 13 and otherwise as provided for in this Agreement. You may only distribute or publish insubstantial amounts or limited extracts of the Data to third parties in connection with your ordinary business, provided:
(a) it is on an ad-hoc basis only;
(b) it is accompanied by an attribution to us, and all notices contained within the Data remain, in an unaltered state, including any copyright notice, trademark or other proprietary notice and any relevant disclaimers; and
(c) the Data which is republished is in an aggregated form or presented in a graph, chart or table.
12.3 Notwithstanding any other clause in this Agreement, where you use Third Party Data you acknowledge you enter into this Agreement for the benefit of the Relevant Third Party Suppliers. You may only use Third Party Data in accordance with the relevant Third Party Supplier terms (including in respect of print or electronic copies, publication and any other use and subject to the Third Party Supplier’s disclaimers, indemnities, limits on liability and exclusions of warranties). Relevant Third Party Supplier terms are set out in the Schedules to this Agreement and may be amended from time to time on notice to you. If you do not agree to any amendment to these terms, you may within 30 days of receiving notice from us of such amendment terminate this Agreement.
13.1 The Platform is an information, research, and analytical tool for you to use in making your own judgements and decisions about any financial investments. You must not rely solely on any information on the Platform (including without limitation any Data or Third Party Data) in making any decision about any Financial Product.
13.2 Any Financial Product Advice provided on or through the Platform is general advice only and does not take into account your objectives, financial situation or needs. You acknowledge that you should consider whether any Financial Product Advice is appropriate to you, taking into account those factors. To the extent permitted by law, your use of information provided through the Platform, or materials linked from the Platform, is at your own risk.
14.1 Throughout the Term the parties to this Agreement warrant to each other:
(a) it has the power and authority to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement; and
(b) there are no pre-existing rights or obligations which would prevent it from complying with its obligations under this Agreement.
14.2 Subject to any express warranties in this Agreement but otherwise to the fullest extent permitted by law, we exclude all warranties, conditions and representations in whatever form, relating to the Platform, the Data or any Third Party Data including any warranties or representations relating to quality, accuracy, completeness, currency, continuity, integration, merchantability, conformity with specifications, reliability, functionality, performance, fitness for use, fitness for any particular purpose, and/or guarantee of a particular result or outcome and/or in relation to the security and operation of the Platform, including that access to the Platform will be free from interruption or defects.
15.1 You acknowledge that the Intellectual Property Rights in the Platform (including any source code, translations, compilations, partial copies and derivative works) and the Data (Our IP) contain confidential and proprietary information belonging exclusively to us.
15.2 At all times the Third Party Supplier retains all Intellectual Property Rights in the Third Party Data, which is licensed to us in accordance with the Third Party Supplier terms for the purpose of providing the Platform.
15.3 Nothing in this Agreement transfers ownership of any Pre-Existing IP to the other party or any other person.
15.4 You own all Intellectual Property Rights in Your Content. You grant us a royalty-free, non-exclusive, revocable licence to use Your Content to the extent necessary to perform our obligations under this Agreement.
15.5 We grant you a non-exclusive and non-transferable licence to use Our IP and the Third Party Data solely to the extent necessary to exercise your rights and perform your obligations in accordance with this Agreement and the relevant Third Party Supplier terms.
15.6 You agree we may use, for our own business purposes, and incorporate any ideas, suggestions, concepts, know-how or techniques contained in any suggested changes or modification to the Platform from you.
16.1 Each party must comply with the Privacy Act in connection with the collection, use, handling, disclosure, quality, security of and access to personal information that the party holds.
16.2 Both parties must keep all Confidential Information confidential and use such information for the sole purpose of performing their obligations under this Agreement.
16.3 Neither party may use or disclose the Confidential Information except:
(a) for the reasonable purposes of fulfilling the party’s obligations under this Agreement or as otherwise permitted by this Agreement;
(b) to that party’s employees or advisers (or those of that party’s related bodies corporate) on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this Agreement;
(c) as required by law or the rules of an applicable stock exchange, subject to, where permitted by the relevant law or rule, that party notifying the other party immediately if that party becomes aware that such disclosure may be required; or
(d) with the other party’s prior written consent.
16.4 Your use of Platform may involve the transmission to us of certain personal information (as that term is defined in the Privacy Act). Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is incorporated into these Terms and Conditions.
17.1 You acknowledge that in some cases Data and Third Party Data is prepared by Third Party Suppliers. There may be some delay in the Data and/or Third Party Data being made available to you, and as such it may not take into account all market or economic developments as at the time of publishing. Whilst we have taken reasonable steps to ensure the availability of only accurate, current, correct and complete Data on the Platform, the Data is provided on an "as available" basis and as far as permitted by law we do not give or make any warranty or representation of any kind, whether express or implied.
17.2 The use of the Platform is at your sole risk, and we:
(a) disclaim any responsibility for your compliance or the compliance of any other person with any applicable law, regulation or code, (including but not limited to superannuation or taxation legislation);
(b) will not be liable for any penalty, loss or claim arising in connection with any failure to comply with any such law, regulation or code; and
(c) are not responsible for your decisions about whether any investments may be appropriate for your particular circumstances.
17.3 We further make no representation or warranty that your use of the Platform will enable you to achieve any level of profit or return on investments that you may choose to make.
17.4 We disclaim all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to:
(a) any errors in or omissions from the Platform, including but not limited to technical inaccuracies and typographical errors;
(b) any delays, failures, errors or omissions or loss of transmitted information;
(c) any viruses or other contaminating or destructive properties that may be transmitted via the Platform;
(d) any Third Party Data sources including (without limitation) third party websites or their content, directly or indirectly accessed through links in the Platform, including but not limited to any errors in or omissions which are accessed through the third party websites; or
(e) any delays, failures or errors affecting the equipment, systems or networks of third parties who provide services to the Platform.
17.5 To the fullest extent permitted by law we, our representatives, agents, Third Party Suppliers and related entities hereby exclude all statutory guarantees, conditions, warranties and other terms which otherwise might be implied by statute, common law, or equity.
17.6 To the fullest extent permitted by law, our, our representatives’, agents’, Third Party Suppliers’ and related entities’ liability for any loss, injury, claim, liability, or damage of any kind (whether in contract, tort (including negligence), statute or otherwise) arising out of or in connection this Agreement is limited to 100% of the Fees paid by you to us during the 12 month period immediately preceding the date on which the cause of action first arose.
17.7 Neither party will be liable to the other party for any Consequential Loss incurred by it or by any other person in connection with the Platform, or in connection with the use, inability to use, or results of the use of the Platform or any related material.
17.8 Nothing in this clause affects our liability for death or personal injury arising from our negligence, our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited by law.
18.1 This clause 18 applies if we provide you access to our API for the purposes of integrating your systems with the Platform.
18.2 You are responsible for all development work required to integrate with the API.
18.3 We will provide you with the API Key. You must keep the API Key confidential and stored in a secure manner not accessible to third parties.
18.4 If you become aware that the API key has been compromised or disclosed to an unauthorised person, you must notify us immediately, in which case we may disable or replace the API Key.
We do not represent or warrant that the Platform is entirely secure, uninterrupted or error-free. You acknowledge that the public internet is an inherently insecure environment and that we have no control over the privacy of any communications or the security of any data outside of our internal systems.
If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party (except your obligation to pay any Fees) will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.
21.1 A notice or other communication under this Agreement is only effective if it is in writing and it is received in full and legible form to the parties’ notice details set out in the Key Details (as may be updated by a party from time to time by notice to the other party).
21.2 A notice sent by email will be deemed to be received the earlier of when the sender receives an automated message confirming delivery or within 24 hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message that the email has not been delivered.
22.1 Nothing in this Agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Except as otherwise provided in this Agreement, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an Agreement in the name of the other party.
22.2 We may sub-contract the performance of any part of our obligations and/or services to any third party provided that we will remain liable to you for all of our obligations under this Agreement including any subcontracted obligations.
22.3 This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communications.
22.4 The failure of either party to enforce any provisions under this Agreement will not waive the right of such party thereafter to enforce any such provisions.
22.5 If any term or provision of this Agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.
22.6 This Agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
22.7 We reserve the right to amend these terms and conditions from time to time by either giving you notice via email and/or publishing the amended terms and conditions on the Platform. Your continued use of the Platform after the date of notice or publication constitutes acceptance of the amended terms and conditions.
22.8 Neither party may assign, transfer or otherwise deal with this Agreement or any right under this Agreement without the prior written consent of the other party, which must not be unreasonably withheld.
22.9 Any warranty obligation of confidentiality in this Agreement will survive termination. Any other term which by its nature is intended to survive termination of this Agreement survives termination of this Agreement.
