Terms and Conditions

1. Introduction

These terms and conditions of use (Terms) govern the agreement between the user of the Services and Application (Client) and Astalty Pty Ltd ACN 648362 350 (Astalty).
By subscribing to the Services and using the Application, the Client acknowledges and agrees that it has had a sufficient chance to read and understand these Terms and agrees to be bound by them.

2. Subscription Services

Astalty will provide the Services and use of the Application to the Client subject to these Terms and any policies and guidelines of Astalty published from time to time.
The provision of Services and use of the Application by Astalty will depend on the Subscription Level chosen by the Client:
1. the Subscription Levels are as set by Astalty from time to time and advised to the Client;
2. each Subscription Level may contain a variety of different features or uses;
3. Astalty reserves the right to vary the features of a Subscription Level in accordance with these Terms;
4. a Client may change its Subscription Level with the consent of Astalty provided the Client pays the appropriate fee for that Subscription Level and any variation fee that may be applicable. The Subscription Level may also be changed as set out in this Agreement.
For the avoidance of doubt, the Client acknowledges and agrees that Astalty may change, modify or remove any Subscription Level any time at its sole discretion.
The Client agrees to promptly provide Astalty with the following (as may be reasonably requested by Astalty) to enable Astalty to perform the Services and/or use of the Application:
1. access to and authorisation to use all and any data, information, material and content as reasonably required by Astalty;
2. such other information, authorisation and items as may be reasonably requested by Astalty.
Where the Client provides Astalty with information, the Client agrees and warrants that any and all information supplied by the Client is true, accurate, current and complete and the Client either owns or has right to supply the information supplied.
The Client acknowledges that failure to promptly provide the above may restrict Astalty's ability to provide the Services and use of the Application in accordance with these Terms. Astalty will not be liable in any respect where any failure to provide the Services is due to a delay of the Client (or a third party) to provide the required information or the Client (or a third party) providing incorrect or inaccurate information.
The Client further agrees to cooperate with, act reasonably and follow the reasonable directions of Astalty in connection with the use of the Application and this Agreement.

3. Fees

During the Term, the Client will pay the following (as may be applicable):
1. the Subscription Fee (for the agreed Subscription Level) in accordance with Astalty's current payment requirements for the Subscription Fee;
2. Any other fees for Additional Services (see clause 7 below).
Astalty may increase the Fee in the following circumstances:
1. where there has been a change in the Subscription Level or type or increase in Services at the request of the Client;
2. periodically by a maximum amount of ten percent (10%) to reflect any increases in costs of offering the Services and use of the Application. The Client will be notified in writing of any increase to the Fee.
If Astalty has not received any payment required in accordance with these Terms, in addition to any other rights and remedies of Astalty, Astalty may without liability to the Client:
1. suspend the provision of the Services and use of the Application to the Client while any payment due and owing to Astalty remains outstanding;
2. disable the Client’s access to all or part of the Application and Astalty will be under no obligation to provide any or all of the Services while any payment due and owing to Astalty remains outstanding.
Where there has been a failure to pay pursuant to the terms of this Agreement, Astalty is under no obligation to commence, recommence or reinstate the Services or use of the Application even if requested by the Client. Any commencement, recommencement or reinstatement will be at Astalty's sole discretion (acting reasonably).
The Client agrees that in the event of any action being taken by Astalty to recover any overdue amount due and owing by the Client pursuant to these Terms, any costs incurred by Astalty in recovering the debt (including without limitation any legal expenses on a solicitor/client basis, collection agency charges (if permissible by law) or any other reasonable associated costs) are payable by the Client to Astalty and shall be recoverable by Astalty as a separate debt.
On termination of this Agreement, all outstanding fees will become payable by the Client to Astalty.
All amounts and fees stated or referred to in this Agreement or communicated to you by Astalty:
1. are exclusive of GST unless otherwise stated;
2. will be in Australian dollars; and
3. are (subject to the terms of this Agreement) non-refundable.
If there is a debt or other moneys due from the Client to Astalty or Astalty has a claim to money against the Client whether for damages or otherwise, arising out of or in any way in connection with this Agreement or on any other legal or equitable basis, then Astalty may withhold, deduct or set-off the debt or other moneys due or claim against any sum which the Client is or may be entitled to arising out of or in any way in connection with this Agreement. Nothing in this clause affects or restricts the right of Astalty to recover from the Client the whole of the debt or claim or any balance that may remain owing.

4. The Services & Application

Subject to the Client’s Subscription Level and this Agreement, Astalty will provide the Services and use of the Application for the Term.
The Client acknowledges and agrees that Astalty, at all times retains all right and title to all the data, materials and content contained within the Application, excluding any Client Data.
1. The Client is granted a non-exclusive, revokable license for the period of this Agreement to access the Application in accordance with the Client’s chosen Subscription Level and such license is personal to the Client, cannot be transferred and is limited by the terms of this Agreement.
2. The Client is not authorised to copy or reproduce the Application in any way without the prior written consent of Astalty.
3. Astalty will not be responsible in any respect for any action or inaction of the Client based on the Client’s analysis or interpretation of the Application or the results produced from the Application.
The Client must not add to, remove or vary any of the Application unless permitted by Astalty.
The Client acknowledges and agrees that Astalty is not responsible in any respect for any Client Data provided by or for the Client in its use of the Application.
The Client is responsible for maintaining (and updating) the accuracy of any Client Data on the Application.
Astalty acknowledges and agrees that the Client at all times retains all right and title to the Client Data.
1. Astalty does not, unless required as part of the relevant Subscription Level or provision of Services, analyse or interpret the Client Data for and on behalf of the Client.
2. The Client irrevocably grants Astalty a perpetual, world-wide, non-exclusive, royalty free and transferable license to use the Client Data for the purpose of enabling the Client access to the Application.
3. Astalty will not be responsible in any respect for any action or inaction of the Client based on the Client’s analysis or interpretation of the Client Data.
The Client acknowledges and agrees that:
1. upon Astalty consenting to any grant of access by the Client to the Application, the Client will be issued, within a reasonable period of time of such grant, a username and password providing the Client access to the relevant Services and the Application;
2. the Client is responsible for ensuring the security of the Client’s computer and devices and maintaining the confidentiality of any issued username and password (including to any employees, contractors or agents of the Client);
3. the Client must notify Astalty immediately if the Client becomes aware of any unauthorised use of the Client’s issued username and/or password;
4. Astalty may, at its sole discretion, introduce security features to access the Application which the Client must comply with. If the client refuses to utilize any such security features, it may limit the functionality of the Services and Application for the Client.
5. the Client’s use of the Application is the Client’s responsibility and is entirely at the Client’s own risk and the Client accepts full responsibility for all and any information that the Client transmits via the Client’s access to the Application.
6. the Client will educate its employees, contractors and agents on the correct use of the Application and is responsible for such parties use of the Application;
7. the Client must not use the Application in a way that breaches this Agreement or any laws, regulations, standards or codes as enacted or modified from time to time;
8. the Client must not use, reproduce, sell, resell or otherwise exploit any of the Application or any part of it for commercial purposes other than in accordance with these Terms;
9. the Client must not modify, copy, adapt, distribute, translate or create derivative works of any kind whatsoever of any of the Application or any of the Services;
10. Astalty retains complete editorial control over the Application and may change, modify, alter, amend, delete any of the Application (or any component or feature of the Application) or cease the operation of the Application at any time in its sole discretion;
11. the Application will not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes);
12. neither the Application and/or the Services will be error free and Astalty does not guarantee that the Application will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the Application; and
13. The Client is responsible for acquiring and maintaining all equipment, services and software (whether through third parties or otherwise) necessary to access the Application. The Client is responsible for all telecommunication fees or charges incurred as a result of connecting to the Application.
The Client acknowledges that it has reviewed the terms of Astalty’s Privacy Policy and Disclaimer as set out in its website as amended from time to time.
The Client grants to Astalty permission to publicise that the Client is a Client of Astalty.

5. Client Obligations

The Client must not:
1. access, store, distribute through the Application any material, data or content that: (a) Astalty deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically offensive or otherwise objectionable; (b) constitutes, encourages or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; and/or (f) causes damage or injury to any person or property;
2. distribute or transmit through the Application any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  and Astalty reserves the right, without liability, to disable the Client’s access to the Application, with or without notice, should such occur.
The Client will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application. The Client will immediately notify Astalty in writing in the event of any such unauthorised access or use.
Except as permitted by law or under this Agreement, the Client will not (nor grant any other person or entity the right to):
1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application (as applicable) in any form or media or by any means;
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application;
3. access all or any part of the Application in order to build a product or service which competes with the Application or the Services;
4. use the Application or Services to provide services to third parties without Astalty’s prior written consent;
5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or otherwise make the Application or Services available to any third party;
6. attempt to obtain, or assist third parties in obtaining, access to the Application or Services, other than as provided under this Agreement;
7. without the prior written consent of Astalty, be involved or interested, either directly or indirectly, in the development, manufacture, production, importation, sale or advertisement of any other software, which is like or comparable to the Application or the Services in any manner which might compete, conflict or interfere in any way with the use of the Services or the Application;
8. independently publish data generated from the Application or the Services without consultation with and approval from Astalty; or
9. assign, sub-licence, transfer, charge or deal with, in any manner, any of its rights under this Agreement without the prior written consent of Astalty.
The Client agrees that it will not:
1. use automated scripts to collect information from or otherwise interact with the Application or any other Astalty application;
2. take any action that imposes or may impose an unreasonable or disproportionately large load on the Application, any other Astalty application or the infrastructure of Astalty; or
3. impersonate any person or entity, or falsely state or otherwise misrepresent itself, its age or its affiliation with any person or entity.
The Client agrees to observe and comply with all reasonable directions and instructions given by Astalty in relation to the Application and the Services.
The Client agrees to abide any policy relevant to the Application or the Services that may be implemented by Astalty from time to time.
The Client must ensure that it provides Astalty with updated contact information (included an email address) from time to time as may be necessary to ensure that Astalty can contact the Client.

6. Astalty Obligations

Notwithstanding any other term of this Agreement, Astalty does not guarantee the continuous availability of the Application or the Services. Astalty will use reasonable endeavours to provide a consistent availability of the Application and the Services. For the purpose of these Terms availability:
1. means the ability of the Application to perform their required functions;
2. will be determined by Astalty in its sole discretion; and
3. will not be measured with reference to any unavailability caused by any third-party.
Astalty will inform the Client if the Application or any part of them is unavailable at any time due to maintenance, update or any other foreseeable factor or cause.
Astalty is not responsible for any delays, delivery failures, or any other loss or damage resulting from: 1. the acts or omissions of third party providers engaged by the Client or otherwise; or 2. the failure of a Client’s system or third party application not in control of Astalty; 3. the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Application may be subject to limitations, delays and other problems inherent in the use of such communications facilities, systems and third party providers. 4. This Agreement shall not prevent Astalty from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. 5. Astalty will obtain and maintain, with a reputable insurer, appropriate insurance relevant to the provision of the Services and the Application for the duration of this Agreement. 6. Astalty warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7. ADditional Services

Where the Client requires Astalty to perform additional services (Additional Services), any Additional Services will be provided by Astalty:
1. as agreed between Astalty and the Client in writing;
2. at Astalty’s current charge rates for the provision of such Additional Services; and
3. on the same terms and conditions as set out in this Agreement (as applicable) unless agreed otherwise.
Astalty may implement policies around support and service levels as may be appropriate to the Services from time to time.

8. Third Parties

The Client acknowledges and agrees that the Application may:
1. contain or comprise applications owned and operated by third parties; or
2. be subject to the terms and conditions of use and operation of applications owned and operated by third parties.
Astalty is not responsible for the content, operation and/or reliability of any such applications and makes no representation as to the accuracy of any material contained in such applications.
Astalty, to the maximum extent possible, excludes liability for any loss suffered as a result of use of these third-party applications. The terms and conditions, terms of use and privacy policies of those third-party applications may apply to the Client’s use of these applications within the Application.

9. Security

The parties expressly recognise that it is impossible to maintain flawless security.
Each party shall use best endeavours to ensure that each party’s data and Confidential Information is protected at all times during the Term of this Agreement from unauthorised access or use by third parties and from physical misuse, damage or destruction by any person.
The Client is responsible for protecting its passwords and files and shall be responsible for any damage caused by unauthorised access to the Application.
If either party becomes aware of unauthorised access or use by third parties, physical misuse, damage or destruction of the Application or any Astalty application by any person then that party will immediately notify the other party and will take all reasonable measures to ensure such unauthorised access immediately ceases.

10. Intellectual Property Rights

Astalty warrants and represents that:
1. it owns or has the right to use the Application and provide the Services; and
2. in supplying the Services and access to the Application, Astalty will not infringe the Intellectual Property Rights of any person.
Nothing in these Terms constitutes a transfer of any Intellectual Property Rights to a party.

11. Warranties

The Client represents and warrants to Astalty that:
1. it has full authority and power to enter into and perform its obligations under this Agreement and can do so without the consent of any other person;
2. it has taken all action which is necessary to authorise the performance of this Agreement in accordance with its terms;
3. it is solvent; and
4. it has not entered or taken steps to enter and does not propose to enter into any arrangement, compromise or assumption with or assignment for the benefit of its creditors or any class of them.
Astalty makes no representations or assurances and gives no warranties:
1. as to the outcomes, analysis, vulnerabilities or issues that may be identified and/or obtained from use of the Application or Services;
2. as to any increase in revenue, profit or goodwill that may be obtained as a consequence of using the Application or Services;
3. as to the accuracy, reliability or content of any information provided or obtained using the Application or Services;
4. that the provision of the Services and use of the Application will result in any improvement to the Client or its business;
5. that the Services and Application will be uninterrupted, error free or not subject to delays (technical or otherwise);
6. that the Application will be free from external intruders, virus or worm attack, denial of service attack, or other persons having unauthorised access to the services or systems of Astalty;
7. as to the accuracy, currency, suitability, completeness or relevance of any information contained or accessed through the Application (Information);
8. the currency, accuracy, completeness or relevance of the Information or for programming bugs or computer viruses, faults or errors in the Application, any Astalty application or the Information; and
9. that any information downloaded or otherwise transmitted to the Client from use of the Application is free from viruses, faults or errors.

12. Indemnities

To the extent permitted by Law, the Client indemnifies and holds harmless Astalty, its affiliates, successors and assigns, and its and their personnel, directors, officers, and other licensees (each an Indemnified Party), against any Claim, cause of action, debt, expense or Liability (including legal fees and costs on a solicitor-client basis) incurred by an Indemnified Party arising out of or in connection with:
1. any breach of this Agreement by the Client or its personnel;
2. any breach of law by the Client or its personnel;
3. a representation made by the Client or its personnel being incorrect or misleading in any way;
4. an act or omission by the Client or its personnel which is not required under this Agreement;
5. personal injury, death or property damage caused or contributed to by the Client or its personnel;
6. any infringement of, or claim in regard to, any third party Intellectual Property Right arising as a result of the Client or its personnel carrying out its obligations under this Agreement; and
7. the Client’s or its personnel’s use of the Application or any Astalty application which is negligent or infringes the rights of any third party.
The Client’s Liability to indemnify an Indemnified Party under clause 12.1, other than in respect of the indemnity under clause 12.1.6 and clause 12.1.7, will be reduced proportionally to the extent that a negligent act or omission of the Indemnified Party has contributed to the loss, damage, Claim, action, expense, cost or Liability.
It is not necessary for Astalty to incur expense or make any payment before enforcing a right of indemnity conferred by this Agreement.

13. Liability

The Client understands and agrees that Astalty will not have any Liability to the Client or others and is not liable or responsible for:
1. subject to the Australian Consumer Law, the Client’s use of the Software in any way;
2. the payment or reimbursement to the Client for any Claims for any expenses incurred by the Client in the performance of its functions and duties under these Terms;
3. any acts or defaults of the Client or the Client’s personnel;
4. any unauthorised transactions made using the Client’s password or account;
5. the use or non-use of the Client’s services by third parties; or
6. the unauthorised use of the Client’s password or account that could cause the Client to incur Liability to both Astalty and other Clients.
Any act or omission which, if it were an act or omission of the Client or its personnel, would be a breach of these Terms on its part, is taken to be such an act or omission for which the Client is responsible if the act is done or omitted:
1. by any corporation or association which is controlled directly or indirectly in any manner by the Client, or
2. by any firm or unincorporated body of which the Client is a partner or member;
3. by any third party contracted by the Client.
To the full extent permitted by law Astalty excludes:
1. all liability in respect of loss of data, interruption of business or any Consequential Loss; and
2. all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms.
Where warranties are implied by law, the Client acknowledges and agrees that the total aggregate liability to Astalty is limited at Astalty’s discretion to the provision of the Services again, or to a refund equal to the total amount paid by the Client for ==one (1) months access== to the Application.
These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations.
Astalty’s Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Service, the Client is entitled:
1. to cancel this Agreement; and
2. to a refund for the unused portion of the Fees;
The Client is also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, the Client is entitled to have problems with the Service rectified in a reasonable time and, if this is not done, to terminate the Agreement and obtain a refund for the unused portion of the Fees.

14. GST

For the purpose of this clause the following definitions apply:
1. GST means any form of goods and services tax payable under the GST Law;
2. GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Words used in this clause that are defined in the GST Law have the meaning given in that legislation.
Unless otherwise specified, all amounts payable under this Agreement are exclusive of GST and must be calculated without regard to GST.
If a supply made under this agreement is a taxable supply, the recipient of that taxable supply (Recipient) must, in addition to any other consideration, pay to the party making the taxable supply (Supplier) the amount of GST in respect of the supply.
The Recipient will only be required to pay an amount of GST to the Supplier if and when the Supplier provides a valid tax invoice to the Recipient in respect of the taxable supply.
If there is an adjustment to a taxable supply made under this Agreement then the Supplier must provide an adjustment note to the Recipient.
The amount of a party’s entitlement under this Agreement to recovery or compensation for any of its costs, expenses or Liabilities is reduced by the input tax credits to which that party is entitled in respect of those costs, expenses or Liabilities.

15. Suspension

Astalty may suspend the Services and access to the Application in the following circumstances:
1. at its sole discretion;
2. pursuant to clause 3.3 (non-payment of the Fee);
3. where Astalty believes that the Client’s account has been accessed by unauthorized persons or is being used in a manner which breaches these Terms or the law.
4. where the Client has breached this Agreement and failed to rectify such breach within ten (10) Business Days after receiving written notice from Astalty to do so; and/or
5. upon written request of the Client.
Astalty will not be liable to the Client for any Liability or Claim arising as a result of any suspension of the Services or access to the Application.
After the Services and access to the Application have been suspended Astalty may reinstate the Services and access to the Application, but is under no obligation to do so, save for when the Services and access to the Application have been suspended as a result of a request from the Client.

16. Termination

Termination for Breach
1. Without prejudice to any other right or remedy that Astalty may have under this Agreement or otherwise, Astalty may by written notice to the Client terminate this Agreement with immediate effect if the Client: (a) breaches any other agreement it may have with Astalty; (b) becomes insolvent, bankrupt or subject to any form of external administration; or (c) ceases to carry on business; or (d) brings the reputation of Astalty into disrepute; or (e) breaches a material term of this Agreement (including a failure to pay), that in the reasonable opinion of Astalty is not capable of remedy within a reasonable time; or (f) breaches a term of this Agreement and fails to remedy the breach within ten (10) Business Days after receiving written notice from Astalty to do so. The Client will not be entitled to a refund of any Fee where the Agreement is terminated pursuant to this clause.
2. The Client may by written notice to Astalty terminate this Agreement with immediate effect if Astalty: (a) becomes insolvent, bankrupt or subject to any form of external administration; or (b) ceases to carry on business; or (c) breaches a material term of this Agreement and fails to remedy the breach within ten (10) Business Days after receiving written notice from the Client to do so.
Termination without cause
1. Astalty may terminate this Agreement immediately at any time for its sole convenience.
2. Either party may terminate this Agreement without cause by giving the other party not less than seven (7) days’ notice in writing.
Effect of termination On termination of this Agreement: 1. Astalty will cease providing the Services and access to the Application. 2. the Client must immediately cease using any Intellectual Property, information, materials or knowledge of Astalty acquired pursuant to these Terms; 3. the Client must immediately return to Astalty all Intellectual Property, property, information and materials that relate to Astalty, the Services and the Application or any other Astalty application that it holds to the extent that it is possible to do so; 4. subject to clause 16.4 each party must return to the other all Confidential Information to the extent that it is possible to do so; 5. the Client will pay all outstanding Fees to Astalty; and 6. Astalty will, on written request from the Client, received prior to the date of termination, provide to the Client a copy of any Client Data held by Astalty. Astalty may charge the Client an additional fee for the provision of such data.
Backup The Client acknowledges and agrees that Astalty may, but is not obliged to, undertake backups of Client information obtained through the Application and provision of the Services.
Consequences of Termination Termination of this Agreement will not prejudice any right of action or remedy which Astalty may have accrued prior to termination of this Agreement.

17. Dispute Resolution

Notice of dispute If a dispute between Astalty and the Client arises in connection with this Agreement: 1. either party may give to the other a notice specifying the nature and details of the dispute; and 2. the dispute will be resolved in accordance with the procedure set out in this clause.
Executive negotiation A dispute that is the subject of a notice given under clause 17.1.1 must be referred to a senior executive of each party who is authorised to meet with a view to resolving the dispute.
Mediation If the senior executives do not resolve the dispute within ten (10) Business Days after notice is given under clause 17.1.1 (or such longer period as the parties may agree), either party may refer the dispute to the Australian Disputes Centre Limited (ADC) for mediation in accordance with clause 17.4.
Mediation Process If a dispute is referred to ADC for mediation in accordance with clause 17.3: 1. the mediation will be conducted in accordance with ADC’s Commercial Mediation Guidelines; and 2. each party will bear its own costs of the mediation and share equally in the costs of the mediator and ADC.
Injunctive Relief Nothing in this clause 17 will prejudice the right of a party to institute proceedings to seek injunctive or urgent declaratory relief in respect of a dispute or any matter arising under this Agreement nor does it affect the obligations of the parties to continue to perform this Agreement.
Continuation of obligations Despite the existence of a dispute, each party must continue to comply with its obligations under this Agreement.

18. Confidentiality

A party (Recipient) must ensure that it and its personnel:
1. use and reproduce Confidential Information of the party disclosing the Confidential Information (Discloser) only to perform its obligations under this Agreement; and
2. not disclose or otherwise make available a Discloser’s Confidential Information other than to personnel who have a need to know the information to enable them to perform obligations under this Agreement.
All of a Discloser’s Confidential Information will remain the property of the Discloser and all copies or other records containing that Confidential Information (or any part of it) must be returned by the Recipient to the Discloser on termination or expiry of this Agreement.
The Recipient acknowledges and agrees that a Discloser will be entitled (in addition to any other remedy it may have) to seek an injunction or other equitable relief with respect to any actual or threatened breach by the Recipient of this clause and without the need on the part of the Discloser to prove any special damages.
Subject to clause 18.5, each party agrees to treat as confidential all information of or relating to the other party that is provided to it, under this Agreement or otherwise, which the Discloser notifies in writing to the Recipient is confidential.
Each Discloser hereby consents to the Recipient disclosing any Confidential Information of the Discloser:
1. as required by Law; or
2. to external consultants and advisers of the Recipient engaged with regard to this Agreement.

19. Force Majeure

If a party hereto is affected, or likely to be affected, by a Force Majeure Event, it must immediately give the other parties prompt notice of that fact including:
1. full particulars of the Force Majeure Event;
2. an estimate of its likely duration;
3. the obligations affected by it and the extent of its effect on those obligations; and
4. the steps being taken to rectify or minimise it.
The obligations under this Agreement of the party affected by a Force Majeure Event are suspended to the extent to which they are affected by the relevant Force Majeure Event and for as long as the Force Majeure Event continues.
If the affected party’s inability to perform its obligations continues for a period greater than ninety (90) days following the Force Majeure Event, the other parties have the right to immediately terminate this Agreement by written notice.

20. Variation

Astalty may change these Terms either by obtaining the Client’s consent or by giving the Client notice. The period of notice given by Astalty depends on the nature of the change (as determined by Astalty in its sole discretion). If:
1. The change will benefit the Client: The change can be made immediately: Prior notification is not required.
2. The change is required by law, a regulatory body or for a technical reason: Three (3) Business Days’ prior notice.
3. The change will have significant and detrimental impact on the Client: Twenty (20) Business Days’ prior notice.
4. All other changes: Twenty (20) Business Days’ prior notice.
Notice of a change may be given by email to the Client.
Continued use of the Services and access to the Application after expiration of the required notice period will constitute acceptance of the varied terms by the Client.

21. Notices

Notices must be in writing and delivered to or sent by pre-paid post, email or facsimile at the address, email address or fax number set out in the Information Schedule unless a substitute address, email address or fax number has been notified in writing by a party to the other party.
The parties agree that a notice will be deemed received: 1. if delivered by hand, on the date of delivery; 2. if sent by pre-paid post, three (3) Business Days after posting; or 3. if sent by email, at the time the email leaves the sender's email server, provided the party giving the notice does not receive an automatically generated email response indicating non-receipt by the intended recipient, provided that any notice personally delivered or sent by facsimile or electronically after 5.00pm on any Business Day will be deemed to have been validly delivered at 9.00am on the next Business Day. 3. A notice sent by email will be deemed to be in writing for the purposes of this clause.

22. Interpretation

Definitions
For the purposes of these Terms:
1. Agreement means these Terms together with any annexure and/or schedule;
2. Application means the cloud based platform comprising software known as Astalty that provides Clients with tools to manage their Support Coordination businesses.
3. Business Day means any day other than a Saturday, Sunday, public holiday in Queensland, Australia or 27, 28, 29, 30 and 31 December of each year;
4. Claim means, in relation to a person, any action, suit, proceeding, claim or demand instituted, made or threatened against the person, however arising and whether present or future, fixed or unascertained, actual or contingent;
5. Client means a third party (i.e. you) who has a Subscription on these Terms;
6. Client Data means any data inputted into the Application by the Client or a Client’s Customer;
7. Confidential Information means all information, in any form, written or unwritten, including trade names, trade secrets, domain names, client lists, client information and contact details, logos, methods described in patent applications, software, hardware, source code, methodologies, advice, processes, procedures, inventions, ideas, know-how, technical expertise or concepts, which is provided or made available by a party to this Agreement by another party to this Agreement or its associates (whether orally or in writing) or to a related entity or a related body corporate but excluding information already in the public domain, except where that information has become available by virtue of a breach of this Agreement;
8. Consequential Loss means any Liability suffered by a party which: (a) is special, indirect or consequential loss or damage within the meaning of the common law; (b) results from a supervening event; (c) is a loss of revenue, loss of profits, loss of goodwill or credit, loss of business reputation, future reputation or publicity, loss of interest, damage to credit rating, loss or denial of opportunity or increased overhead costs, loss of use, loss of profits; or (d) is suffered by a party as a result of a claim upon it by a third party (including third party claims for personal injury or damage to property;
9. Fee means the Subscription Fee and any other fee changed by Astalty to the Client from time to time;
10. Force Majeure Event means any cause unforeseen and arising without fault or negligence on the part of the party affected or otherwise beyond the reasonable control of the party affected, including but not limited to acts of God, pandemic, civil disorder, war, riots, industrial disturbance, national emergency, material shortages, damage to plant, equipment and or facilities, acts or omissions of public authorities including local, state or federal governments;
11. GST means a tax, impost or duty on goods, services or other things imposed by any fiscal, national, state, territory or local authority or entity and whether presently imposed or novel, together with interest or penalties either before or after the date of this Agreement;
12. Improvement means any variation to the Services or the Intellectual Property, conceived of or developed by either Astalty or the Client, which could improve the Services in any way;
13. Insolvency Event means any of the following events in respect of either party: (a) an application is made to a court for an order, or an order is made appointing a liquidator or provisional liquidator in respect of the party (or proceedings are commenced or a resolution passed or proposed in a notice of meeting for any of those things); (b) proceedings are initiated with a view to obtaining an order for the winding up or similar process of the party or an order is made or any effective resolution is passed for the winding up of the party; (c) the party enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors or it proposes a reorganisation, moratorium or other administration involving any class of its creditors; (d) a controller is appointed to take over or takes possession of all or a substantial part of the assets or undertakings of the party; (e) the party is or is deemed or presumed by law or a court to be insolvent; (f) the party takes any step to obtain protection or is granted protection from their creditors under any applicable legislation or an administrator is appointed to the party; and (g) anything analogous or having a substantially similar effect to any of the events specified above happens in respect of the party under the law of any applicable jurisdiction;
14. Intellectual Property means: (a) all proprietary rights and Intellectual Property Rights (including the right to make application for such rights) which relate, refer or pertain to the Services, the Application and any Astalty software or other application, any Improvements, the Confidential Information or the business of Astalty, which are provided under patent law, copyright law, trademark law, design patent and industrial design law, or any other applicable statutory provision or common law principle, including trade secret law, that may provide a right in ideas, formulae, algorithms, concepts, inventions, know-how, trade names, trade dress or business reputation, or the expression or use thereof, and including all past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief; (b) all applications, registrations, licenses, sublicenses, agreements, or any other evidence of a right in Astalty, the Services, and the Application; and any Improvement to any of the above;
15. Intellectual Property Rights means any intellectual property rights protected by statute or common law in Australia or elsewhere in the world and whether registered or unregistered and includes copyright, design, patent, trade mark, semiconductor and circuit layout rights;
16. Law means any statutes, regulations, ordinances, by-laws, orders, awards, proclamations and any enforceable policy of an Authority, certificates, licences, consents, permits, approvals and requirements of Authorities, applicable codes of practice, applicable standards (including any relevant Australian Standards), obligations under the common law and in equity as well as any fees and charges payable in connection with any of the foregoing;
17. Liability means all liability, causes of action, Claims, losses, damages (including consequential damages), costs, charges, expenses, penalties and injuries of any kind parties means the parties to this Agreement and party means any of them;
18. personnel means subcontractors, employees, agents, advisors and other persons engaged by a party to perform its obligations under this Agreement;
19. Services mean the services provided by Astalty (and includes provision of access to the Application) at the Client’s chosen Subscription Level on these Terms;
20. Subscription means the subscription for the provision of the Services by Astalty to the Client pursuant to these Terms;
21. Subscription Fee means the fee set and charged to the Client by Astalty for the provision of the Services from time to time and where the context dictates;
22. Subscription Level means the category of Services selected by the Client; and
23. Term means from the date that the Client subscribes to the Services until this Agreement is terminated in accordance with the Terms.
Interpretation
The following apply in the interpretation of this Agreement, unless the context requires otherwise:
1. a reference to the agreement means this Agreement and includes any variation or replacement of it;
2. a reference to a document includes a reference to that document as amended, novated, assigned or otherwise varied;
3. a reference to a statute or other law includes regulations and other instruments under it and any consolidations, amendments, re-enactments or replacements of it;
4. the singular includes the plural number and vice versa;
5. a reference to a gender includes a reference to each gender;
6. the word "person" includes a firm, corporation, body corporate, unincorporated association or a government department or authority, association or other legal entity;
7. a reference to a person includes a reference to the person's legal personal representatives, successors, liquidators, trustees in bankruptcy and the like, and permitted assigns;
8. an agreement on the part of, or in favour of, two (2) or more persons binds or is for the benefit of them or any one or more of them together and separately;
9. a reference to a party means a person who is named as a party to, and is bound to observe the provisions of, this agreement;
10. "includes" (or similar wording) means “includes but without limitation”;
11. where a word or phrase is given a defined meaning in this Agreement, any other part of speech or grammatical form in respect of such word or phrase has a corresponding meaning;
12. a reference to an act includes an omission and a reference to doing an act includes executing a document;
13. words not otherwise defined in this agreement but defined in the Corporations Act 2001 (Cth) have the meaning given in that Act;
14. a reference to dollars or $ is to Australian curren cy. All amounts to be invoiced or paid under this Agreement are to be in Australian currency unless otherwise agreed to by Astalty;
15. headings are for reference only and do not affect the meaning or interpretation of this Agreement;
16. if any day appointed or specified by this agreement for the payment of any money falls on a day which is not a Business Day, the day so appointed or specified is deemed to be the next day which is a Business Day;
17. if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
18. a reference to a day is to be interpreted as the twenty-four (24) hour period ending at midnight at the end of that day; and
19. a reference to a clause, schedule or annexure is a reference to a clause of, or a schedule or an annexure to this Agreement.
Precedence In the event of an inconsistency between these Terms and the terms and conditions of supply of any services by Astalty to the Client, these Terms will apply to the extent of any inconsistency.
Inconsistencies, errors, ambiguities or discrepancies If the Client discovers any inconsistency, error, omission, ambiguity or discrepancy in this Agreement then the Client must promptly give Astalty written notice of the inconsistency, error, omission, ambiguity or discrepancy. Astalty will then direct the Client as to the interpretation and construction to be followed, taking into account the order of precedence specified in clause 22.3 of this Agreement.
Contra proferentem No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this Agreement or any part of it.
Survivorship The provisions of this Agreement relating to set-off and deductions, warranties, indemnities, confidentiality, termination and dispute resolution survive the termination or expiry of this Agreement.

23. General

Where a term is defined in these Terms and referred to in this Agreement, the definition will, unless otherwise specified, apply to the whole of this Agreement.
This Agreement and its attachments constitute the entire Agreement between the parties regarding the matters set out in it and supersedes any prior representations, understandings or arrangements made between the parties, whether orally or in writing.
Astalty makes no representation or guarantee as to the effectiveness of the Services or the Application.
The Client must not assign, sublicense or otherwise deal in any other way with any of the Client’s rights under this Agreement.
Astalty is not liable for any delays in performing any obligation under these Terms caused by circumstances beyond its reasonable control, including but not limited to catastrophes, fire, internal or external strike, wars, terrorists acts, internal or external breakdowns or failure, and, in general, any failure of a Client to act in a timely or appropriate way.
These Terms will, so far as possible, be interpreted and construed so as not to be invalid, illegal or unenforceable in any respect, but if a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable:
1. that provision will, so far as possible, be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to give it a valid operation; or
2. if the provision or part of it cannot effectively be read down, that provision or part of it will be deemed to be void and severable and the remaining provisions of these Terms will not in any way be affected or impaired and will continue notwithstanding that illegality, invalidity or unenforceability.
A right created by this Agreement cannot be waived except in writing signed by the party entitled to that right. Delay by a party in exercising a right does not constitute a waiver of that right, nor will a waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of that party.
This Agreement may be assigned or transferred in any manner by Astalty at its sole discretion.
Each party must promptly execute all documents and do every thing necessary or desirable to give full effect to the arrangements contained in this Agreement.
This Agreement is governed by the laws of Queensland, Australia and each party submits to the jurisdiction of the courts of Queensland, Australia.