This agreement is made between: Pty Ltd ACN 115 789 065 with its registered office situated at Level 6, 350 Collins St, Melbourne VIC 3000 Australia (hereinafter “”)
The “User” means that legal person whose full legal name and physical address which is specifically identified in the registration for the User Code on the Web Site (hereinafter “the User”)


It is agreed as follows

1.Definitions and Interpretation


In this Agreement, the following definitions shall apply, unless there is a contrary intention:


In this Agreement, except where the context indicates to the contrary:

1.3Recitals and Schedule

The Schedule and the Recitals form part of this Agreement.

2.Commencement and Term

This Agreement and the Services will both commence on the Commencement Date and will continue until the End Date, subject to earlier termination under clause 20.

3.Web Site Services hereby agrees to provide the User with the Services in accordance with Subscription Plan and otherwise in accordance with the terms and conditions of this Agreement.

4.The User’s Role

5.Grant of License to Use the Web Site

6.Ownership of the Web Site

The Parties confirm and agree that ownership of all title, rights and interest in and to the Web Site (including all Intellectual Property Rights throughout the World subsisting therein) remain vested solely in

7.Ownership of Web Site Content

8.Ownership and Grant of Licence to User Content

9.Moral Rights

The User hereby unconditionally, irrevocably, genuinely and comprehensively consents in favour of (and all of its successors, assigns and licensees) for to use, reproduce, adapt and communicate (as defined under the Copyright Act 1968 (Cth) and any other equivalent legislation throughout the World) the User Content and the Web Site Content on the Web Site (as the case may be) without reference to the User as the author (if any) in any way whatsoever, which but for this consent under this clause 9, would constitute an infringement of the User’s Moral Rights.


11.Subscription Plan and Service Fee

12.Confidential Information

13.Changes to these Terms and Conditions

14.Use of a Party’s Trade Mark and Corporate Name

15.User’s Web Site Behaviour

16.Risk Management

17.Third Party Proceedings

18.Good and Services Tax

19.Force Majeure



22.Applicable Law

This Agreement is governed by and shall be construed in accordance with the laws of the State of Victoria. The Parties hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of the State of Victoria and the Courts of Appeal.


The User must not assign, mortgage or charge or any of its rights, title and interest under this Agreement to any third party, unless it has obtained the prior written consent of, which may be withheld by in its absolute discretion.

24.No Waiver

A Party’s failure to exercise or delay in exercising any power or right, does not operate as a waiver of that power or right. The exercise of a power or right, does not preclude its future exercise or the exercise of any other power or right.


This Agreement may only be amended or modified by mutual written agreement of the Parties.




Each Party is responsible for its own legal costs incurred in relation to the negotiation and settlement of this Agreement.


The Parties agree that this document does not create or evidence the relationship between them of partnership, joint venture, employer and employee, trust, agency or otherwise but that of independent contractors.


The User’s rights to the Web Site under this Agreement are subject to the Privacy Statement, which is incorporated herein by reference.

31.Entire Agreement

This Agreement contains the whole understanding of the Parties relating to its subject matter and it supersedes and cancels any and all representations, agreements, commitments, warranties and promises, made by the same Parties with respect to the same subject matter. Any purported representations, agreements, commitments, warranties and promises of the Parties not recorded in this Agreement are of no effect.

32.Legal Authority to Enter into Agreements

Without limiting the generality of Section 127 of the Corporations Act 2001 (Cth), the User warrants that the authorised director, officer or employee of the User who uses the User Code and enters this Agreement on the User’s behalf has the authority from the User to enter into this Agreement.


In the event of any inconsistency, the following items prevail over the other items from highest paramountcy to lowest paramountcy as herein presented:


The Services

The User’s Responsibilities: