Terms of Use

QUIPEX TERMS OF SERVICE
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These Terms of Service (the "agreement") govern your use of the Services provided by Quipex Pty Ltd (ABN 11 626 556 723) ("Quipex", "us", "we"). You are either a "Customer" or an “Invited User" and are referred to in this agreement as “you”. By placing an Order or accessing or using the Services, you agree to be bound by this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this agreement.
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How this agreement works

This agreement comprises, in order of precedence: (i) the applicable Order (where one exists); and (ii) these Terms of Service. An "Order" means an order placed by a Customer for the Services through our website, platform or other ordering mechanism made available by us, which sets out the key commercial details of the Customer’s subscription and any other details specified at the time of ordering. Changes may apply to the details in the Order from time to time during the Subscription Term, such as updates to Subscription Fees, number of included User Subscriptions and otherwise, in accordance with this agreement. For Invited Users, this agreement comprises these Terms of Service only, and no Order is required.
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Term
1. If you are a Customer, your subscription runs for the period set out in the Order and shall automatically renew for successive periods of the same duration, until terminated in accordance with this agreement. The initial subscription term and all renewals are the “Subscription Term”.
2. If you are an Invited User, your right to access and use the Services may be terminated at any time at the discretion of Quipex.
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Our obligations
1. If you are a Customer. If you are a Customer, provided you pay the Fees and comply with this agreement, we will provide you with the Services during the Subscription Term.
2. If you are an Invited User. If you are an Invited User, we will provide you with access to such features and data within the Services as we determine, subject to your compliance with this agreement.
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Exclusions. In all cases, to the fullest extent permitted by law, we:
1. provide Platform Data on an ‘as is’ and ‘as available’ basis and with no warranty that any such data will be available or will continue to be available;
2. are not responsible for the legality, reliability, integrity, completeness, accuracy, quality, sufficiency or suitability of Customer Data or Platform Data;
3. do not warrant that your use of the Services will be uninterrupted or error-free, the Services and/or the information obtained by you through the Services will meet your requirements, or the Services will be free from vulnerabilities or viruses;
4. have no liability for any damage caused by errors or omissions in any Platform Data, information or instructions provided to us by you in connection with the Services, or any actions taken by us at your direction; and
5. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
1. Reliance on Ratings. To the extent we provide Ratings as part of the Services, you acknowledge that the Ratings are based on Platform Data for which we are not responsible and which may be incomplete, inaccurate, incorrect or defective in another way. Any Ratings provided by us are offered for information purposes only and with no assurance or warranty as to the reliability or accuracy of the Ratings or the suitability or sufficiency of them for your intended purpose. We have no liability to you for any loss, expenses, claims or other damage arising due to you relying on the Ratings for any purpose.
2. Except as expressly and specifically provided in the agreement, you assume sole responsibility for results obtained from the use of the Services by you and for conclusions drawn from such use.
3. Availability. We aim to maintain the availability of our Services so they are generally accessible 24 hours a day, seven days a week although from time to time we will need to perform planned or emergency maintenance on our systems, resulting in downtime.
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Your obligations
1. All users. You must:
  1. use the Services strictly in accordance with this agreement and solely for the Purpose, or (in the case of Invited Users) for the limited purpose for which access has been granted;
  2. keep your account details secure, and promptly notify us if you become aware of any misuse;
  3. be solely responsible for the legality, reliability, integrity, completeness, accuracy and quality of Customer Data you provide to us;
  4. prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us;
  5. comply with our reasonable directions relating to the Services as notified from time to time and provide us with all necessary co-operation in relation to this agreement; and
  6. comply with all applicable laws and regulations with respect to your activities under the agreement and comply with any mandatory policies communicated to you.
2. If you are a Customer. You must:
  1. pay us the Fees for your use of the Services;
  2. use our cloud-based storage for Customer Data in accordance with fair use (i.e. reasonable and normal use of the Services proportionate to the nature of your subscription and the Fees);
  3. if your Order specifies a number of User Subscriptions, only use the Services for the number of User Subscriptions specified in your Order (aggregate for all Properties); and
  4. ensure that the Authorised Users use the Services in accordance with the terms and conditions of the agreement and all other reasonable conditions notified by us to you, and be responsible for any Authorised User's breach of the agreement.
3. Owner accounts. By creating an ‘Owner’ account for a Property subscription you represent and warrant that:
  1. you are the registered owner (whether solely or jointly) of the Property to which the subscription relates, or you are a duly authorised agent acting on behalf of the registered owner with full authority to create the account and enter into this agreement on the owner's behalf;
  2. you hold good and valid legal or equitable title to the Property, or (where the Subscriber is an authorised agent) the registered owner holds such title; and
  3. any information provided in connection with the Property, including ownership details, is true, accurate and complete in all material respects.
4. You must promptly notify us if you cease to be the registered owner of the Property or if your authority to act on behalf of the registered owner is revoked or expires.
5. We reserve the right to request evidence of ownership or authority at any time, including but not limited to copies of certificates of title, extracts from relevant land registries, or written authorisations from the registered owner. If you fail to provide satisfactory evidence within seven (7) days of a request, or if we reasonably determine that you are not the registered owner or a duly authorised agent, we may suspend or terminate the Property Subscription immediately without liability, and no refund of Fees will be payable.
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Restrictions on use
1. You must not:
  1. attempt to view, access or copy any material or data other than that which you are authorised to access;
  2. use the Services to provide services to third parties;
  3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;
  4. infringe our Intellectual Property Rights;
  5. alter, copy, adapt, duplicate, frame, mirror or reverse compile any part of the Services by any means;
  6. use the Services to build a product, service or platform which competes with the Services;
  7. access, store, distribute or transmit any material during the course of your use of the Services that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; breaches any third party right (including intellectual property and privacy rights) or is otherwise illegal or causes damage or injury to any person or property;
  8. engage in illegal behaviour in connection with your use of the Services including but not limited to any unauthorised access or use of data, systems or networks, interference with other uses and use of accounts without authorisation; or
  9. introduce or permit the introduction of, any virus or vulnerability into the Services or our network and information systems.
2. If you are an Invited User, depending on your permission level you may be able to invite others to use the Services (your ‘Delegates’). If you exercise this option, you must ensure your Delegates use the Services in accordance with this agreement and all other reasonable conditions notified by us to you, and you shall be responsible for your Delegates’ breaches of the agreement. .
3. All restrictions relating to your use of the Services in this clause 4 and other terms in the agreement relating to the Services also apply to use by your Authorised Users, and where applicable references to ‘you’ and ‘your’ shall be construed accordingly.
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Changes - applies to Customers only
1. You may, at any time during a Subscription Term, cancel your Property subscription or one or more components, modules, user licences or other discrete elements of your subscription (each a "Cancelled Component") by providing written notice to us. Upon receipt of such notice, we will deactivate access to the Cancelled Component. For the avoidance of doubt, cancellation of a Cancelled Component does not entitle you to any refund, credit, or reduction of Fees already paid or owing in respect of the current Subscription Term, whether on a pro rata basis or otherwise.
2. You are entitled to request reasonable changes to your subscription such as adding Add Ons or increasing your User Subscription numbers (where applicable). Change requests are subject to our approval at our sole discretion and should be submitted to us in writing explaining the change/s and specifying the date you wish the change/s to take effect. The change date must be at least sixty (60) days from the date of your request. Where a change would impact on the Fees payable by you, we will notify you of this in writing. Provided you accept any applicable variation in the Fees and any other terms relating to the change/s as notified by us, the change/s will be made to your subscription on the nominated date and your Order shall be updated accordingly.
3. We may make changes to the Services (Modifications) from time to time at our sole discretion such as to improve and update the Services, add functionality, resolve issues and to ensure that the Software is kept up to date with changes in mandatory applicable law. Modifications may include changes to the functionality and other key elements of the Services. We will endeavour to give you as much prior notice as is reasonably practicable of material Modifications. If a Modification will have a material ongoing impact on the functionality of the Services and such impact will be to your detriment, you have the right to terminate the agreement. To exercise your termination right, you must notify us of the alleged detriment within 14 days of you becoming aware of the Modification and cooperate with us to seek to devise a solution to resolve the detriment. If those steps fail to resolve the issue, you have the right to terminate the agreement by providing us with 60 days’ notice.
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Charges and payment - applies to Customers only
1. Fees, invoicing and GST. In return for us providing the Services, you shall pay our Fees in accordance with the due date. If the Order requires pre-payment, then full payment must be made at the time of placing the Order. In all other cases, our invoices are payable within thirty (30) days.
2. Unless stated otherwise our Fees exclude GST, which you must pay on taxable supplies under the agreement.
3. Subscription Fees. Subscription Fees apply to Properties at the rates specified in your Order.
4. Additional Fees. Additional Fees may be payable in connection with your use of the Services, calculated using our standard rates. Additional Fees may include fees relating to Add-Ons, Additional User Subscription Fees, or excess data storage fees beyond the fair use threshold. Additional Fees may be invoiced in advance or in arrears at our discretion.
5. Payment methods. Payment is to be made by direct debit, credit card or another payment method approved by us. Where you provide us with credit card details, you authorise us to bill such credit card for the Fees as are payable from time to time.
6. Fee increases. We can increase and make other changes to the Fees and the Billing Period at the start of each renewal period, as long as we give you at least 45 days' notice.
Privacy
1. Each party shall comply with the Privacy Act to the extent it applies to the Services and this agreement. To the extent that we collect, hold, use or disclose any Personal Information in connection with this agreement, we will handle such Personal Information in accordance with our privacy policy and this agreement.
2. Where you provide Personal Information to us, you warrant that: (a) you have made all necessary notifications, and have obtained all necessary consents, on behalf of you and us, from the individuals whose Personal Information you are disclosing to us; and (b) you will not provide any sensitive information (as defined in the Privacy Act) to us unless that information is necessary for us to perform our obligations under the agreement and then only with our specific written consent. You shall indemnify us on demand against all costs, damages, losses and fees incurred by us relating to any claim brought by any individual or party relating to Personal Information to the extent that such act or omission resulted directly from your instructions or a breach of your obligations in this clause 7.
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Customer Data
1. All references in the agreement to you providing Customer Data apply whether the data is provided by you, your Authorised Users, or by another party on your behalf. ‘Providing’ includes the uploading of documents, materials and information onto our cloud-based platform.
2. Ownership of Customer Data. As between the parties, all Intellectual Property Rights in the Customer Data belong to you or your licensors.
3. Licence to use Customer Data. You acknowledge that by providing Customer Data to us you are making the data and content available for use by us and other users. You grant us a perpetual, royalty free, non-exclusive, sublicensable, irrevocable licence to use, copy, modify, make available and communicate the Customer Data to: (a) enable you and your Authorised Users to use our Services; (b) improve and develop our Services and create new Services; (c) provide similar or related Services to others (such as current and future owners, occupiers, users, managers and other parties involved with the Properties); and (d) disclose to our suppliers, customer and partners in connection with such purposes; such licence to apply during and after the expiry of this agreement.
4. Warranty & Indemnity. You warrant that you are the owner or authorised licensee of all the Intellectual Property Rights in the Customer Data and you have all the rights, consents, licences and authorisations necessary for you to provide the Customer Data in connection with the Services and to grant us the licence set out above. You agree to indemnify us on demand against all costs, damages, losses and fees incurred by us in connection with any allegation that our use of the Customer Data in accordance with this agreement constitutes an infringement of a third party’s Intellectual Property Rights, and for any other breach of your warranty in this clause.
5. Claims relating to Customer Data. If we receive a claim or have reason to suspect that any Customer Data hosted on or accessible through the Services infringes, or may infringe, third party Intellectual Property Rights or other rights, you shall provide all reasonable assistance requested by us to investigate the issue.
6. Backing up Customer Data. We will follow our backup procedures for Customer Data in line with our backup policy as updated by us from time to time. If there is any loss or damage to Customer Data during the Subscription Term howsoever caused, your sole and exclusive remedy against us shall be for us to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us. We are not responsible for any loss, destruction, alteration or disclosure of Customer Data caused by you or by any third party. We are not obliged to provide you with a copy of the Customer Data on termination. You should ensure that you regularly download and backup your Customer Data, including prior to the date of termination.
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Intellectual Property
1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services, other that the Customer Data. Except as expressly stated herein, the agreement does not grant you any rights or licences in respect of the Services.
2. We may create anonymised statistical data, results, analysis and/or other aggregated data (together Insights) from the Customer Data, the Platform Data and from your use of our Service. You acknowledge and agree that we are permitted to perform these activities in relation to the Customer Data and that the Insights are owned by us and may be used by us for our purposes such as to provide our Service, develop new services or products and for other commercial purposes. You further agree that we may freely use and incorporate any ideas, comments, enhancements, corrections, suggestions and other feedback you make relating to the Services (Feedback) and such Feedback will be deemed to form part of our Intellectual Property Rights in the Services.
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Integrations with third party products
1. Where applicable, our Services may integrate with, or require you to use or access, third party software products. We will use reasonable efforts to select reputable third party providers and to notify you of any material third party dependencies of which we are aware. However, you acknowledge that we do not control and are not responsible for the content, functionality or continued availability of third party products, and we do not make any representations or warranties in respect of them.
2. You are responsible for complying with any applicable terms of use, licence agreements or other conditions imposed by third party providers in connection with your use of their products.
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AI Technology
1. The Services may incorporate functionality that utilises artificial intelligence, machine learning or similar technologies (“AI Functionality”). AI Functionality is provided as a tool to assist you and is not intended to be a substitute for professional judgement, independent analysis or expert advice. You are solely responsible for any decisions, actions or omissions made on the basis of any output generated by AI Functionality (“AI Output”).
2. You acknowledge and agree that:
  1. AI Outputs may be incomplete, inaccurate, out of date or unreliable and may contain errors, omissions or misleading information;
  2. AI Outputs do not constitute professional, legal, financial, technical or other advice of any kind;
  3. we make no warranty or representation as to the accuracy, completeness, reliability, suitability or fitness for purpose of any AI Output;
  4. you must independently verify the accuracy and appropriateness of any AI Output before placing any reliance on it or using it for any purpose; and
  5. AI Functionality may produce different outputs in response to the same or similar inputs, and we do not guarantee consistency of results.
3. Without limiting clause 2.3 and clause 14, to the fullest extent permitted by law we have no liability to you for any loss, damage, cost, expense or claim arising from or in connection with your use of, or reliance on, any AI Output.
4. If we determine that any change in applicable law, regulation or governmental guidance adversely affects, or is likely to do so, our use or provision of the AI feature, or where we have another reasonable reason for doing so, we may change the Services and make other modifications to immediately cease using, providing or permitting the use of the AI feature. Where cessation materially adversely impacts the Services, if you are a Customer, we shall make reasonable adjustment(s) to any Fees we are charging which relate to the AI feature.
5. You shall not use any AI Functionality for any unlawful, discriminatory or harmful purpose, or in any manner that could bring us or the Services into disrepute.
6. AI Functionality may utilise Customer Data and Platform Data in accordance with the licences granted under this agreement, including for the purposes of generating AI Outputs and improving and developing the Services.
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Confidentiality
1. Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party and that party's representatives whether before or after the date of this agreement in connection with the Services.
2. Each party must: (i) keep the Confidential Information of the other party confidential; (ii) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and (iii) disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of this clause.
3. The obligations of confidentiality in clause 12.2 do not apply to any disclosure or use of Confidential Information: (i) for the purpose of performing a party’s obligations under the agreement; (ii) as required by law (including under the rules of any stock exchange); (iii) which is publicly available through no fault of the recipient of the Confidential Information or its personnel; (iv) which was rightfully received by a party to the agreement from a third party without restriction and without breach of any obligation of confidentiality; and (v) by a party if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the party enters into a confidentiality agreement with the third party on terms no less restrictive than this clause.
4. No party shall make, or permit any person to make, any public announcement concerning the agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
5. The above provisions of this clause 11 shall continue to apply after termination or expiry of the agreement.
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Publicity - applies to Customers only

You consent to us making reasonable use of your name and logo, the fact you are a customer and summary information about your use of our Services on our website and in other marketing materials.

Liability
1. To the fullest extent permitted by law we exclude all warranties, express or implied, including any implied warranties of merchantability, fitness for purpose and non-infringement.
2. Nothing in this agreement limits or excludes liability:
  1. for death or personal injury caused by a party’s negligence or wilful misconduct or that of its employees, agents or subcontractors as applicable;
  2. for fraud or fraudulent misrepresentation by a party or its employees, agents or subcontractors as applicable;
  3. where liability cannot be limited or excluded by applicable law.
3. Subject to the remainder of this clause 13:
  1. we have no liability to you for any: (i) any loss of profits, loss of business, wasted expenditure, depletion of goodwill, and similar losses; and (ii) any special, indirect or consequential losses;
  2. for loss or corruption of data or information, our liability to you is limited to complying with our obligations in clause 8.5;
  3. if you are a Customer, our total aggregate liability to you in connection with the agreement and the Services for all claims arising in each 12 month period is limited to the total Fees paid by you to us in that 12 month period; and
  4. if you are an Invited User our total aggregate liability to you in connection with the agreement and the Services for all claims arising is limited to AUD $100.
4. References to liability in this clause include every kind of liability arising under or in connection with the agreement and the Services including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise and including liability under any indemnity.
5. Nothing in this clause or the agreement excludes or limits any non-excludable warranties, guarantees or other rights provided by law and which apply to you.
6. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy conferred on a party by the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law set out in Schedule 2 to that Act, or any other applicable law that cannot be excluded, restricted or modified by agreement. Where the Australian Consumer Law or any other legislation implies a guarantee, condition or warranty into this Agreement that cannot be excluded but may be limited, our liability for a breach of such guarantee, condition or warranty is limited, at our option, to one or more of the following:
  1. in the case of goods:
    1. the replacement of the goods or the supply of equivalent goods;
    2. the repair of the goods;
    3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
    4. the payment of the cost of having the goods repaired; and
  2. in the case of services:
    1. the supply of the services again; or
    2. the payment of the cost of having the services supplied again.
Suspension
1. We may suspend access to all or any part of the Services or Platform Data with immediate effect by giving you written notice if:
  1. we reasonably suspect or become aware that any Platform Data or Customer Data hosted on or accessible through the Services infringes, or may infringe, third party Intellectual Property Rights or other rights;
  2. you or any of your Authorised Users or Invited Users are in breach of any material obligation under this agreement (including any failure by a Customer to pay any amount due under this agreement);
  3. we reasonably consider that there is a security risk to the Services, our systems or any data held by us;
  4. we are required to do so by law, regulation or order of a court or governmental authority;
  5. we reasonably suspect that the Services are being used in breach of the usage restrictions set out in clause 4 or clause 12; or
  6. we consider it reasonably necessary to carry out planned or emergency maintenance on the Services or our systems.
2. Where reasonably practicable, we will give you prior notice of any suspension and the reasons for it. We will use reasonable endeavours to limit the scope and duration of any suspension to the minimum necessary in the circumstances.
3. During any period of suspension:
  1. you shall not be entitled to access or use the suspended Services (or the suspended part of the Services);
  2. a Customer's obligation to pay Fees shall continue to apply notwithstanding any suspension, unless the suspension is solely attributable to our breach of this agreement or an event described in clause 15.1(e) that exceeds five (5) consecutive Business Days; and
  3. we shall have no liability to you for any loss or damage arising from or in connection with the suspension of the Services.
4. We will restore your access to the Services as soon as reasonably practicable after the circumstances giving rise to the suspension have been resolved to our reasonable satisfaction.
5. Our right to suspend under this clause 15 is in addition to, and without prejudice to, our rights of termination under clause 16 and any other rights or remedies available to us under this agreement or at law.
Termination
1. If you are a Customer. If you do not wish to renew your subscription at the end of your current Subscription Term, you must notify us in writing at least 30 days before the end of the Subscription Term. We also have the right to terminate the agreement at the end of your Subscription Term, by giving you not less than 30 days' prior written notice.
2. All users. Either party may terminate the agreement with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of the agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
  2. a party fails to pay any amount due under the agreement;
  3. the other party becomes insolvent, goes into liquidation or has a receiver or manager appointed over any of its assets, or becomes subject to a similar event in any jurisdiction; or
  4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the agreement is in jeopardy.
3. We may terminate the agreement, or your subscriptions for individual Properties, with immediate effect by giving written notice if:
  1. we decide to discontinue the Services or any material part of them, provided that (if you are Customer) we will use reasonable efforts to give you at least 30 days' prior notice of such discontinuation where practicable;
  2. we have cause to believe you or any of your Authorised Users have infringed or intend to infringe our Intellectual Property Rights relating to the Services or have assisted a third party to do so;
  3. you are in breach of clause 3.3 (Owner accounts) or we have reason to believe you have falsely represented that you are the owner of a Property;
  4. you cease to be the owner of the applicable Property;
  5. you challenge our ownership of rights in and relating to the Services;
  6. you or any Authorised Users are in breach of the usage restrictions set out in the agreement including but not limited to those detailed in clause 4.1;
  7. there is a change of control of the Customer.
4. We may terminate the agreement with an Invited User at any time by giving the Invited User written notice, with or without cause. An Invited User may terminate the agreement at any time by ceasing to use the Services and notifying us in writing.
5. If we terminate under clause 15.3(a) and you are a Customer, we shall reimburse you for pre-paid Fees relating to the terminated Subscription Period, calculated pro rata.
6. Consequences of termination. On termination of the agreement for any reason:
  1. you must pay all outstanding Fees and any other amounts due to us within seven (7) days;
  2. all licences granted to you under the agreement shall immediately terminate;
  3. you must immediately cease all use of the Services; and
  4. you must promptly destroy, delete or otherwise dispose of all copies of our Confidential Information and Platform Data (other than your Customer Data) in your possession, custody or control, and certify to us that you have done so; and
  5. we may retain Customer Data to the extent required by law or as otherwise authorised under this agreement.
7. Termination of the agreement for any reason does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
8. Clauses which, by their nature, are intended to survive termination or expiry of the agreement continue in force.
Force majeure

Neither party is liable to the other for any failure to perform its obligations under the agreement to the extent caused by Force Majeure, provided that the affected party: promptly notifies the other party in writing and provides full information about the Force Majeure; uses best efforts to overcome the Force Majeure; and continues to perform its obligations to the extent practicable.

Changes to these terms
1. We may update or amend these Terms of Service from time to time at our discretion. Where we make changes, we will publish the updated terms at the URL at which these terms are made available and update the "Last updated" date at the top of this page.
2. If we make changes that we consider material, we will use reasonable efforts to notify you (for example, by email to the address associated with your account or by a notice within the Services).
3. Your continued use of the Services after the updated terms take effect constitutes your acceptance of the updated terms. If you do not agree with the updated terms, you must stop using the Services and may terminate the agreement by providing us with written notice within 30 days of the date the updated terms take effect.
General
1. The agreement sets out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date.
2. The Customer shall not assign, transfer, subcontract, delegate, or deal in any other manner with any of its rights and obligations under the agreement.
3. Any notice required under this agreement shall be in writing and may be delivered by email to the address associated with the relevant party's account or to such other address as a party may notify to the other from time to time.
4. Any illegality, unenforceability or invalidity of a provision of the agreement does not affect the legality, enforceability or validity of the remaining provisions of the agreement. Any variation to the agreement must be in writing and signed by both parties. A waiver of any right or remedy is only effective if given in writing.
5. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
6. This agreement shall be governed by and interpreted in accordance with the laws of the State of New South Wales. The courts of the State of New South Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the agreement or its subject matter or formation (including non-contractual disputes or claims).
Interpretation
1. The following definitions and rules of interpretation in this clause apply in the agreement.

Additional Fees: means any additional fees payable in connection with your use of the Services as detailed in clause 6.3.
Add-Ons: any additional products, upgrades and functionality included within your subscription, specified in the Order as varied by agreement of the parties from time to time.
Apartment: means a flat, unit or apartment intended and/or capable of being independently and exclusively occupied and intended to be used for residential purpose.
Authorised Users: all employees, agents, independent contractors and others which you authorise to use the Services, including your Invited Users.
Billing Period: means the period specified in your Order, or if not specified then monthly.
Building: any structure used or intended for supporting or sheltering, for any use or occupancy.
Customer Data: all the documents, materials, information and data in whatever form provided by you or your Authorised Users or by others on your behalf to us in connection with your use of the Services.
Fees: the Subscription Fees and all Additional Fees applicable to your use of the Services.
Force Majeure: any event beyond the reasonable control of the affected party, including but not limited to acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, strike, governmental action, failure of third-party telecommunications or power supply, or cyberattack.
Intellectual Property Rights: all present and future intellectual property rights throughout the world, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application, but does not include moral rights.
Invited User: a person who accesses and uses the Services at the invitation of a Customer or Quipex or another party authorised to provide access, and who does not place an Order or pay Fees.
Order: has the meaning given in the "How this agreement works" section above.
Personal Information: personal information as that term is defined in the Privacy Act.
Platform Data: all documents, materials, information and data in whatever form provided to you or accessible by you and/or Authorised Users in connection with the Services.
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Privacy Act: the Privacy Act 1988 (Cth) as amended from time to time.

Property: each Building and Apartment listed in a Customer’s Order and added to its subscription from time to time, collectively referred to as the Properties.
Purpose: reasonable use of the Service in connection with the management and maintenance of the Properties.
Ratings: Ratings, results, analysis and other information relating to Properties and other properties or any aspects of them provided as part of the Services.
Services: the services specified in the Order as varied from time to time.
standard business hours: 9.00 am to 5.00 pm Sydney time, each business day.
Start Date: the start date of the Subscription Term as specified in applicable Order.
Subscription Fees: the subscription fees payable by the Customer to Quipex for the Services.
User Subscriptions: the user subscriptions purchased by a Customer which entitle it and its Authorised Users to access and use the Services in accordance with the agreement, as specified in the applicable Order.

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