ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.

Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.

Cancellation Fee means the genuine pre-estimate of our loss, being a percentage of the Fee equal to the percentage of the costs of relevant Services plus any expended costs for the Minimum Period, minus the portion of the Fee already paid by you to us up to the date of termination.

Commencement Date means the date this Agreement is accepted in accordance with clause 1.1.

Confidential Information includes information which:

• is disclosed to the Receiving Party in connection with this Agreement at any time;
• is prepared or produced under or in connection with this Agreement at any time;
• relates to the Disclosing Party’s business, assets or affairs; or
• relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

Expenses means any disbursements, including travel and accommodation costs, advertisement buying costs, website template costs and any other third party costs, reasonably and directly incurred by us for the purpose of the provision of the Services.

Fees means the price set out in the Quote.

Insolvency Event means any of the following events or any analogous event:

• a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;
• a Party ceases, or threatens to cease, carrying on business;
• a Party is unable to pay the Party’s debts as the debts fall due;
• any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;
• any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
• any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business.

Intellectual Property means any copyright, registered or unregistered designs or trade marks, domain names; know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties), including, but not limited, to you (or your Personnel):

• copying, altering, enhancing, adapting or modifying any of our Intellectual Property;
• creating derivative works from our Intellectual Property;
• providing or disclosing our Intellectual Property to, or allowing our Intellectual Property to be used by, any third party;
• assigning or transferring any of our Intellectual Property Rights or granting sublicenses of any of any of our Intellectual Property Rights, except as expressly permitted in this Agreement;
• reverse engineering or decompiling any of our Intellectual Property Rights, except where permitted by Law; or
• using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws.

Minimum Period means any minimum period for the whole or part of the Services, as further particularised in the Quote.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth).

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the provision of the Services, whether before or after the date of this Agreement.

Payment Terms means the payment terms set out in the Quote.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.

Quote means the quote relevant to this Agreement.

Receiving Party means the party receiving Confidential Information from the Disclosing Party.

Services means the services set out in the Quote, and includes any term applicable for the relevant services (Service Term).

Statutory Rights has the meaning given in clause 11.1.

Term means the term of this Agreement, commencing on the Commencement Date until the last Service Term date set out in the Quote for the provision of the Services and as extended for any Renewal Term, unless earlier terminated in accordance with its terms.

Third Parties means third parties who are not our employee or our direct contractor, including customers, end users, suppliers, transportation or logistics providers or other service providers which the provision of the Services may be contingent on, or impacted by

Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of this Agreement.