These terms and conditions are a legal agreement (“Agreement”) between you or the entity by whom you are employed or whom you represent (“Subscriber”) and Waive Pty Ltd (ABN 25 618 672 683) (Waive). The Agreement governs the obligations and rights of Subscriber and Waive in relation to the Waive Portal.
By using the Waive Portal and/or making payment to Waive, Subscriber hereby agrees that it has accepted the terms and conditions of this Agreement.
You confirm and agree that you are authorised to bind the Subscriber, and that Subscriber will be bound by the terms and conditions set out in this Agreement.
If you do not agree to the terms and conditions in this Agreement, you must not use the Waive Portal.
This Agreement will be effective from the date that an account for the Subscriber is created (“Effective Date”).
In this Agreement, unless the context requires otherwise:
Data means any data, information, material or content provided, posted, uploaded, transferred, entered, processed or submitted through the Waive Portal as part of the Subscriber’s account.
Effective Date has the meaning set out in clause 1.5.
Intellectual Property Rights means any unpatented inventions, patent applications, patents, design right, copyrights, trademarks, trade names, domain name rights, know how and other trade secret rights and all other intellectual property rights and forms of protection of a similar nature anywhere in the world.
Licence means the licence granted to Subscriber pursuant to clause 3.2 of this Agreement.
Payment Schedule means the schedule for payment as set out in clause 8.3.
Service means the online, web based service identified during the ordering process developed, operated and maintained by Waive and accessible at Waive.com.au to which Subscriber is being granted access pursuant to this Agreement through the Waive Portal.
Subscription Fee means the fee set out in clause 8.1 of this Agreement.
Term means the term of this Agreement as set out in clause 12.
User means the persons authorised to use the Waive Portal and persons whom have been provided user identifications and passwords to upload and post content to the buildings being managed under the Subscriber’s account.
Waive Portal means all of the proprietary technology in Waive’s platform and website (including software, websites, processes, algorithms, user interfaces, know how, techniques, designs and other tangible or intangible technical material or information) made available to Subscriber by Waive in providing the Service.
The Waive Portal provides a voluntary and secure internet portal to automate the ASIC annual review process for companies and sync ASIC company data (which may include confidential documents and/or information).
Subject to the terms and conditions of this Agreement, Waive grants to the Subscriber a non-transferable, non-exclusive, revocable and limited licence to use the Waive Portal for Subscriber’s own internal business and management purposes (“Licence”).
This Agreement entitles the Subscriber the limited, revocable right to access the Service and the Waive Portal through the use of a single administrator account. Subscriber may share its account with other administrators but is responsible for all activities and use of the Waive Portal through the Subscriber’s account (including the use of the Waive Portal by other administrators to which the Subscriber has provided access to its account).
Subscriber must not:
license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Waive Portal in any way;
access the Waive Portal in order to
build a competitive product or service,
build a product using similar ideas, features, functions or graphics, or
copy any ideas, features, functions or graphics of the Waive Portal.
alter or permit a third party to alter any part of the Waive Portal; or
distribute copies of information, materials or content found on the Waive Portal in any form (including by e-mail or other electronic means), without prior written permission of Waive,
Subscriber must not use the Service or the Waive Portal to:
send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
send or store infringing, obscene, threatening, defamatory, or otherwise unlawful material, including material harmful that violates third party privacy rights;
send or store material containing software viruses, worms or other harmful computer code, files, scripts, agents, or programs;
interfere with or disrupt the integrity or performance of the Service or the Waive Portal; or
disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Waive Portal.
Intellectual Property Ownership
Waive exclusively owns all right, title, and interest, including all related Intellectual Property Rights, in and to the Waive Portal.
This Agreement does not grant to Subscriber any rights in relation to, or licence to use, Waive’s logos and trade marks.
Subscriber is responsible for all activity occurring under Subscriber’s Licence (including the use of the Waive Portal and the Service by other administrators to which the Subscriber has provided access to its account) and must abide by all applicable laws and regulations in connection with Subscriber’s use of the Waive Portal, the Service and the Data, including those related to privacy.
Subscriber must notify Waive immediately of any unauthorised use of any password or account or any other known or suspected breach of security.
All content uploaded to, transferred through, publicly posted, processed or entered into the Waive Portal by the Subscriber and/or Users shall be the responsibility of the Subscriber.
Subscriber shall be responsible for monitoring the content posted to or under its account and is liable for ensuring that content transferred to or handled within the Waive Portal by Subscriber and/or Users does not infringe any third party rights nor in any other manner violates governing legislation.
Subscriber acknowledges that it is not permitted to use the Waive Portal in breach of, or in order to gain material in violation of, any applicable law.
Subscriber is obligated to notify Waive regarding any suspected breach of these provisions by a User.
Account Information and Data
The parties agree that Waive does not own the Data.
Subscriber has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data and the information or inputs provided by Subscriber for use in or as part of the Waive Portal. Waive shall not be responsible or liable for:
Any inaccuracy, mistake or issue with the reliability or quality of the Data;
Any failure by ASIC or ASIC’s website, portal, data, systems and/or services; or
the deletion, correction, destruction, damage, loss or failure of any Data uploaded to, transferred through, publicly posted, processed or entered into the Waive Portal by the Subscriber and/or Users.
If this Agreement is terminated, Subscriber’s right to access the Waive Portal will immediately cease, Waive shall, within a reasonable period of time, return any Data it holds which belongs to Subscriber.
Charges and Payment
In exchange for the Licence, Subscriber must pay the subscription fees advised to the Subscriber (“Subscription Fee”).
The Subscription Fee is payable via direct debit monthly in arrears within 7 days of becoming due (“Payment Schedule”).
Subscriber is responsible for paying the Subscription Fee in accordance with the Payment Schedule. Subscriber may be entitled to a free trial period if advised by Waive.
Waive will automatically issue invoices to the Subscriber at or prior to any payment being made by the Subscriber during Term.
All obligations on the Subscriber to pay the Subscription Fee cannot be cancelled and all amounts paid are non-refundable.
Unless otherwise stated, Waive’s fees are inclusive of GST.
For the avoidance of doubt:
Subscriber is responsible for (i) the payment of all ASIC fees associated with the use of the Waive Portal; or (ii) arranging the payment of all such ASIC fees by its clients or other third parties. The parties acknowledge that Waive enables such ASIC fees to be paid through the Waive Portal at Subscriber’s discretion; and
any fees collected on behalf of Subscriber via the Waive Portal will be refunded at the end of the month after all Subscription Fees due and owing have been paid.
Alteration of Subscription Fees
Waive reserves the right to modify its Subscription Fees and to introduce new charges at any time. Subscriber will be notified of any changes to the Subscription Fees by Waive in the form of an email or via an invoice setting out the new Subscription Fees.
Non-payment and Suspension of Subscriber’s Account
Subscriber agrees to provide Waive with complete and accurate billing and contact information. The provision of billing information may include Subscriber’s direct debit or credit card details, its legal company name, street address, email address, and name and telephone number of an authorised billing contact and Licence administrator.
Subscriber agrees to update Waive of any changes to the billing information within 10 days of any such change.
In addition to any other legal remedies available to it, Waive may suspend or terminate this Agreement, revoke the Subscriber’s Licence and restrict Subscriber’s access to the Waive Portal if:
Subscriber has not paid the Subscription Fees in accordance with the Payment Schedule; or
Subscriber has provided false or fraudulent information to Waive.
Waive reserves the right to impose a reconnection fee in the event Waive takes action pursuant to clause 10.3 and Subscriber thereafter requests re-access to the Waive Portal.
Availability and Updates to the Waive Portal
Subject to the terms and conditions of this Agreement, Waive will use best efforts to provide Subscriber with continuous and uninterrupted access to the Service and the Waive Portal.
Waive will endeavour to provide reasonable notice in advance to Subscriber of any planned periods of disruption to the Service or Waive Portal .
Subject to clause11.2, Waive reserves the right to update and modify features of the Waive Portal at any time without notice.
Term and Termination
The Agreement commences on the Effective Date.
Unless otherwise agreed in writing by Waive and the Subscriber, this Agreement will be a month to month agreement (“Term”).
The Subscriber may terminate this Agreement at any time on one months’ notice.
Termination for Cause.
The following breaches of this Agreement by Subscriber will be considered a material breach of this Agreement:
Subscriber failing to comply with the restrictions set out in clause 4 of this Agreement;
Subscriber failing to comply with the Subscriber Responsibilities set out in clause 6 of this Agreement,
Subscriber breaching its obligation to pay the Subscription Fees in accordance with clause 8 of this Agreement; or
Subscriber failing to prohibit unauthorised use of the Waive Portal.
In addition to any other remedies available to Waive, Waive may terminate Subscriber’s password, account or use of the Waive Portal if Subscriber materially breaches this Agreement.
Representations and Warranties.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
Subscriber represents and warrants that Subscriber has not provided any false information to gain access to the Service and that Subscriber’s billing information is correct.
Disclaimer of Warranties by Waive
To the maximum extent permitted by law, Waive makes no representation, warranty, or guaranty that:
the use of the Waive Portal will be secure, uninterrupted, or error free;
the Waive Portal will be fit for the purpose required by Subscriber; or
any Data stored or generated through the Waive Portal will be accurate.
The Service and Waive Portal is provided to Subscriber strictly on an “as is” basis.
Subscriber acknowledges that the Waive Portal is dependent on the ASIC portal functioning and being maintained. Subscriber acknowledges that Waive will not be responsible for any loss or damage suffered by Subscriber as a result of or in connection with a failure by ASIC or ASIC’s website, portal, data, systems and/or services.
To the maximum extent permitted by law, all conditions, representations and warranties whether express, implied, statutory or otherwise including without limitation, any implied warranty of merchantability fitness for purpose, or non-infringement of third party rights, are hereby excluded by Waive.
Internet Delays and Outages
The Service may be subject to limitations, delays, outages and other problems inherent in the use of the internet and electronic communications. Subscriber agrees that Waive is not responsible for any such delays, delivery failures or other damage resulting from such problems.
Limitation of Liability
To the maximum extent permitted by law, Subscriber agrees that for all loss or damage sustained by Subscriber in relation to this Agreement (including interest and costs), Waive’s liability shall be limited to the actual amount paid by the Subscriber in Subscription Fees pursuant to this Agreement (excluding GST).
This limitation applies to all liability - whether (without limitation) for negligence or for breach of the CCA, the Corporations Act 2001; and is modified, or expanded in this clause 17 below.
Waive is not liable for any loss or damage sustained by Subscriber for any indirect or consequential costs, loss or damage or loss of profits arising out of or in any way connected with the Service or this Agreement including but not limited to the use or inability to use the Service or for any content obtained from or through the Service, even if Waive has been previously advised of the possibility of such damages.
During this Agreement, Waive may provide non-public information (“Confidential Information”) to Subscriber.
Subscriber must not disclose Confidential Information or any of the terms and conditions forming part of this Agreement (including the pricing offered to Subscriber) to any third party, other than Subscriber’s professional advisors unless required by law or Waive has consented in writing to such disclosure.
Both parties agree to protect Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
Assignment of Agreement
Waive reserves the right, without consent, to assign all of its rights and obligations under this Agreement to a third party upon providing to Subscriber not less than 28 days’ notice.
Subscriber agrees to take all reasonable steps required to assign this Agreement including the execution of a new authority if required.
Law & Jurisdiction
Subscriber and Waive acknowledge and accept that this Agreement shall be construed and interpreted in accordance with the laws of Victoria, Australia and both parties agree to submit to the exclusive jurisdiction of the courts of Victoria in the event of any dispute.
Subscriber and Waive agree that if any term or provision of this Agreement is held invalid, void or unenforceable, then that provision will be considered severable and the remaining terms and provisions shall continue to be binding.
Waive will not be liable for any failure to perform its obligations under this Agreement caused by factors outside its control.
Waive will take all reasonable steps to mitigate the failure to perform its obligations.
Changing these terms and conditions
Waive reserves the right to update, change or replace any part of this Agreement and it is your responsibility to check this page periodically for changes.
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