1. DEFINITIONS

In these terms:

“We” “Our” and “Us” "Seller" means IRD Group Pty Limited ABN 39629702441 and any current or future holding company, subsidiary, related company or successors and assigns of these companies or any person acting on behalf of and with the authority of IRD Group Pty Limited.

“Online Service” means any information or data published or supplied by Us.

"Order" means the associated signed Order form which when completed by You is Your offer to Subscribe.

“Terms” means these Terms and any special Terms agreed in writing between “You” and “Us”.

“Subscription” means the contract pursuant to these Terms for the supply of Online Service and “Subscribe” shall be interpreted accordingly.

“Subscription Fee” means the price agreed in writing between “You” and “Us” for the Subscription.

“Subscription Term” means the period of the Subscription defined by Section 4 TERM.

"Customer" means the organisation named as "Account Name" on the associated signed Order. "User" means individuals identified by a username and password directly employed by individuals authorised by Customer or on Customer's behalf, and who are Customer's employees, agents or contractors.

2. CONTRACT

a) We shall supply the Online Service subject to these Terms, which may not be altered, without our written agreement. Any contrary or additional Terms unless so agreed are excluded.

b) The Customer is taken to have accepted and is immediately bound, jointly and severally, by the Terms if the Customer executes the Order and/or accepts delivery of the Online Service by right of accessing the Online Service at or after the Subscription Start Date.

c) We are entitled to rely upon the authority of the person signing the Order on Your behalf and You waive any right to deny such authority.

d) The Subscription shall be for the Subscription Term, the Subscription Fee and on the payment terms set out in the Order unless otherwise agreed in writing.

e) We reserve the right to change the content, layout and format of the Online Service Online Service without notice.

3. CHARGES and PAYMENT

a) All Subscription Fees, as detailed in the Order, are payable in advance in accordance with the Payment Terms detailed in the Order.

b) All Subscription Fees are subject to GST as defined by the meaning in the A New Tax System (Goods and Services Tax) Act 1999. Accordingly GST will be added to all invoices by an amount equal to the taxable supply multiplied by the rate at which GST is imposed.

c) Any account queries or complaints must be made in writing to Our Admin / Finance Department within 7 days of receipt of the invoice.

d) Payment may be made by Direct Deposit, Visa or MasterCard credit card payment, PayWay/Direct Debit Request (DDR), or by cheque payable to Us as per the payment details provided on the invoice. All payments made using the DDR Facility will be subject to the terms and conditions of use provided with the DDR application, and You agree to be bound by those terms as though those terms were included within this agreement.

e) As a condition of Us granting You credit, You agree to provide trading references and allow Us to undertake any reasonable search with a licensed credit reference agency.

4. TERM

a) Your Subscription Term will be deemed as having commenced on the date detailed as the Subscription Start Date on the Order, and this date shall be known as the Commencement Date.

b) Notices under this clause must be made in writing to the Admin/Finance Department of IRD Group Pty Limited to the address detailed under Clause 12(f).

5. ONLINE SERVICE and USE OF SERVICE

We grant You a non-exclusive and non-transferable licence to access the Online Service on the following terms:

a) Unless expressly permitted by Us in writing, You agree that Information accessed by You via the Online Service is for Your internal business use only, for use solely by and for the entities identified in the Order and may not be downloaded, reproduced, distributed, transferred, published, printed, or transferred to any other computer or third party, or otherwise commercially exploited in any way.

b) You may not modify any information on the Online Service, use it for any public display, performance, sale or rental; remove modify or alter any copyright or other proprietary notice or trade mark.

c) We reserve the right to terminate this licence at any time without notice if you breach the Terms of this agreement in which case the termination provisions in Clause 10 will apply. We reserve all Our rights arising from or related to the Online Service.

d) You are responsible for obtaining and maintaining ancillary services need to connect to, access or otherwise use the Online Service.

e) The licence to use the Online Service may be modified or extended with Our written permission, which may include further Subscription Fees and/or changes in Authorised Users and/or Licensed Offices.

6. ONLINE SERVICE and AUTHORISED USERS

a) Only individuals identified by a username and password directly employed by individuals authorised by Customer or on Customer's behalf, and who are Customer's employees, agents or contractors ("Users"), may access and use the Online Service subject to the terms of the Agreement.

b) Subject to not exceeding the maximum number of Licensed Users detailed in the Order, You agree to provide Us details of each individual nominated by You to have access to the Online Service, including name, position held and principle office location, thus identifying those individuals within Your organisation as an Authorised User for the purposes of the Agreement.

c) You will ensure each individual identified by You as an Authorised User is made aware of, and agrees to fully comply with the terms and conditions of use stipulated in this agreement and that by accessing the Online Service each Authorised User agrees to be bound by these terms.

d) You agree to maintain accurate records of each individual nominated by You to have access to the Online Service, and You agree to notify Us within 7 days of any Authorised User ceasing to be directly employed by You, or ceasing to be authorised by You to use the Online Service. It is Your responsibility to notify Us of any staff changes or circumstances that are likely to affect access privileges.

e) You agree to ensure all reasonable steps are taken to keep confidential the details of usernames and passwords supplied by Us, and to prevent unauthorised usage of each Authorised User’s password. You expressly acknowledge that passwords provided to access the Online Service are for the exclusive use of the individual(s) identified as the Authorised User(s) as per Clause 6(b), on those individuals’ nominated workstations and may not be shared, transferred, or used by any other person, including any other individual(s) employed by You but not identified as an Authorised User prior to using the Online Service.

f) Upon request by You, if an Authorised User ceases to be an employee or ceases to be authorised by You to access the Online Service, we agree to provide passwords to a substitute user up to the maximum number of Licensed Users detailed in the Order by way of disabling the previously allocated password and by issuing new passwords to the substitute Authorised User.

g) You may request additional users be given access to the Online Service at any time.

Requests must be made in writing and in so doing You agree to pay Us the prevailing annual Subscription Fee for each additional user. Subscription Fees for additional users are subject to a minimum establishment fee and are non-refundable.

7. LICENSED OFFICES and AUTHORISED USERS

a) You agree to notify Us promptly about any pending changes that are likely to affect your Subscription Fee pursuant to Clause 7.

8. COPYRIGHT

a) All information on the Online Service together with the design and layout of the Online Service are copyright IRD Group Pty Limited. They may not be reproduced, copied, edited, published, transmitted, downloaded, uploaded or stored in a retrieval system in any way without Our or Our licensee’s written permission. Except as expressly stated in the licence granted at Clause 5 We do not grant any express or implied right to You under any copyright or other proprietary information.

b) You may not remove modify or alter any reference identifying the original source of the information provided by Us via the Online Service.

9. LIMIT OF OUR LIABILITY

a) The Online Service is provided without any express or implied warranty of any kind including warranties for quality, fitness for any purpose or non-infringement of intellectual property.

b) The Seller does not warrant the accuracy or completeness of the information in the Online Service and the Seller does not accept any liability for any inaccuracies, omissions or faults in the provision or operation of the Online Service.

c) The Seller does not warrant an uninterrupted or error free Online Service.

d) In no circumstances shall the Seller be liable for misrepresentation (unless fraudulent) or in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause for any loss of profit, business, contracts, reputation, goodwill, business interruption, loss of information, anticipated savings, economic loss or any liability the Customer may have to a third person.

e) The Seller accepts no liability for any delays or failure to perform any obligation to the Customer under this agreement due to a Force Majeure event. If affected by a Force Majeure Event, we will endeavour to restore supply of the Online Service within 60 days, failing which the Seller may immediately terminate this agreement on providing notice to the Customer.

f) Unforeseeable special indirect or consequential losses of any nature whatsoever without prejudice to any other provisions of these Terms the Seller’s liability for misrepresentation (unless fraudulent) in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason or connection with the Subscription shall be limited to the greater of the Subscription Fee or the amount received by the Seller for the claim under the Seller’s insurance policy covering such risks provided that nothing in these Terms shall oblige the Seller to obtain any insurance or claim upon any insurance which the Seller holds.

g) The Customer indemnifies the Seller and the Seller’s officers, employees, contractors and agents (the “Indemnified”) against any costs, expenses, losses, damages and liability suffered or incurred by the Indemnified arising from the Customer’s breach of these Terms and any negligent or unlawful act or omission by the Customer in connection with the Terms.

10. DEFAULT and TERMINATION

a) In the event that the Customer fails to pay any sum due to the Seller under any Subscription that the Customer holds with the Seller on the due date interest on overdue invoices shall accrue daily at a rate of two and a half percent (2.5%) above the National Australia Bank prime lending rate in force from time to time from the date when payment becomes due until the date of payment after as well as before any judgment.

b) If the Customer owes the Seller any money the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Seller’s collection agency costs, and bank dishonour fees).

c) Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these Terms the Seller may suspend or terminate any further access to the Online Service under any Subscription by way of disabling all Authorised Users passwords without notice. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller has exercised its rights under this Clause 10.

d) Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable if:

a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to make a payment when it falls due;

b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

11. PRIVACY

a) We collect Your personal information to provide Our Online Service and for invoicing purposes.

b) We may disclose this personal information to credit reporting agencies and other parties as part of our provision of the Online Service.

c) If You have an overdue account We may disclose your personal information to debt collection agencies to recover the amount due.

12. GENERAL

a) This contract shall be governed and interpreted according to the Laws of New South Wales and You agree to submit to the non-exclusive jurisdiction of the NSW courts.

b) Any reference in these Terms to any Statute or Statutory Provision includes a reference to that Statute or Statutory Provision as from time to time amended extended or re-enacted.

c) The headings in these Terms are for convenience only and shall not affect their interpretation.

d) Except as provided otherwise in these Terms We shall not be deemed to be in breach of contract or liable for any delays or failures to perform any of Our obligations under this contract due to any cause beyond Our reasonable control including but not limited to industrial action. Should any such event occur We reserve the right to cancel or suspend all or any part of the contract without incurring any liability.

e) Nothing in these Terms is intended or will create any right to or benefit for any third party.

f) Any notice to be provided to Us under this contract shall be in writing and delivered by post addressed to Our relevant trading division or any department named at IRD Group Pty Limited, 201, Level 2, 55 Chandos Street, St Leonards NSW 2065.

g) We shall deliver any written notice to You by post to Your last known address. A notice shall be deemed to be delivered 48 hours after the date it was posted.

h) The waiver by Us of any breach or default of these Terms shall not be construed as a continued waiver of that breach or as a waiver of any subsequent breach of the same or any other provision.

i) If any Clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable t he validity of the other clauses and sub-clauses of these Terms shall not be affected and they shall remain in full force and effect.

j) This agreement is personal to You and it may not be assigned without our written consent.

k) This agreement supersedes all previous agreements between Us and may only be amended by written agreement of both parties.

l) We reserve the right to assign this agreement to a third party capable of performing Our obligations under this agreement and in so doing We are fully discharged from Our obligations to You.

m) Words denoting the singular number only include the plural and vice versa and words denoting one gender includes all genders.

n) Termination of this contract shall not affect rights and obligations which have already accrued at the time of termination.

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