MERCURY PLATFORM TERMS AND CONDITIONS 

ABOUT THESE TERMS 

These terms and conditions govern your access to and use of the software-as-a-service supply chain and compliance platform provided by BORANIC PTY LTD ABN 25 701 987 279 (Company, we, us or our) (Platform), together with the services, functionality and features made available through the Platform. 

The Platform is designed for business use and provides supply chain and compliance functionality across a range of industries, including fresh produce, food and other supply chain sectors. 

These  terms  form  a  binding  agreement  between  us  and  the  business,  sole  trader,  company  or  other organisation that creates an Account, purchases a subscription or otherwise accesses or uses the Platform (Customer, you or your). 

If you accept these terms, create an Account or use the Platform on behalf of another business or organisation, you represent and warrant that you have authority to bind that business or organisation to these terms. 

The Platform is provided for business use only and is not intended to be acquired or used primarily for personal, domestic or household purposes. 

THE PLATFORM AND SERVICES

When we refer to the Services in these terms, we mean the services, functionality and features made available through the Platform, which may include: 

1.                      supply chain management functionality;
2.                      compliance management functionality;
3.                      document and photograph storage and management;
4.                      document summarisation;
5.                      label generation;
6.                        quality control functionality; and
7.                      other features, modules or add-ons made available by us from time to time.

The particular Services available to you will depend on your selected subscription tier and any additional modules, features or add-ons you purchase, as described in the applicable schedule. 

The Platform is web-based and may also be accessed through compatible mobile devices using a supported web browser. 

DOCUMENTS FORMING PART OF THESE TERMS 

These terms include: 

1.                      any schedule expressly incorporated into these terms;
2.                      the Acceptable Use Policy contained in these terms; and
3.                      any other policy or document expressly stated to form part of these terms.

If there is any inconsistency between these terms and a schedule, the schedule will prevail to the extent of the inconsistency in relation to the specific subscription, feature, module, add-on or commercial term addressed by that schedule. 

DEFINITIONS 

In these terms, unless the context requires otherwise: 

1.                      Acceptable Use Policy means the acceptable use policy set out in Part C of these terms.
2.                      Account means an account created to access or use the Platform or Services.
3.                      Authorised User means any individual authorised by the Customer to access or use the Platform or Services through the Customer’s Account.
4.                      Customer means the business, sole trader, company or other organisation that creates an Account, purchases a Subscription or otherwise accesses or uses the Platform.

5.                      Customer Materials means all information,  documents, photographs, data and other materials that the Customer or its Authorised Users upload, submit, store or otherwise provide through the Platform.
6.                        Fees means the subscription fees and any fees payable for additional modules, features, add-ons or other Services selected by the Customer.
7.                      Platform means the software-as-a-service supply chain and compliance platform provided by the Company.
8.                      Privacy Policy means the Company’s privacy policy, as updated from time to time.
9.                        Services  means  the  services,  functionality  and  features  made  available  through  the Platform, including supply chain management, compliance management, document and photograph  storage,  document  summarisation,  label  generation,  quality  control functionality and any other modules, features or add-ons made available from time to time.
10.                        Subscription means the Customer’s subscription to access and use the Platform and applicable Services on a monthly, annual or other agreed basis.
11.                      Subscription Tier means the applicable level of Subscription selected by the Customer, including the Services, features and functionality included in that tier as set out in the applicable schedule.
12.                        Third  Party  Content  means  information,  data,  materials,  software  or  other  content supplied by a third party and made available through or in connection with the Platform or Services.
13.                    Third  Party  Services  means  third-party  service  providers,  software,  infrastructure, integrations, hosting services, payment services, artificial intelligence tools and other third- party products or services used or relied on in providing the Platform or Services.

Part A  General Terms

1  ELIGIBILITY

1.                      The Platform is provided for business use only and is not intended to be acquired or used primarily for personal, domestic or household purposes.
2.                      If you create an Account, accept these terms or access or use the Platform on behalf of a business, company, sole trader, organisation or other entity, you represent and warrant that you have authority to bind that entity to these terms.
3.                      You must ensure that each individual who accesses or uses the Platform through your Account is authorised by you to do so and complies with these terms. You are responsible for managing and withdrawing that access where an individual is no longer authorised to use the Platform on your behalf.

2  ACCOUNTS

1.                      To access and use the Platform or particular Services, you may be required to register for an account through the Platform (Account).
2.                      As part of the Account registration process and your continued use of the Platform, you must provide the information reasonably requested by us, which may include:

1.                        your business or trading name and, where applicable, ABN or other business identification details.
2.                       the name and contact details of relevant personnel.
3.                     billing and payment information.
4.                     login credentials and other information required to establish, administer or secure your Account.
5.                      any  other  information  reasonably  required  for  us  to  provide  the  Platform  or Services to you.

3.                      You must ensure that all information you provide to us is accurate, complete and current and must promptly update that information if it changes.
4.                      You must keep all usernames, passwords and  other  Account credentials secure and confidential and must not permit individual login credentials to be shared between persons.
5.                      You must promptly notify us if you become aware of any unauthorised access to or use of your Account, any compromise of Account credentials or any other actual or suspected security incident relating to your Account.
6.                        You are responsible for the use of the Platform through your Account by persons you authorise to access it, except to the extent that the relevant use results from an act or omission by us.
7.                      We may refuse to create an Account, or temporarily restrict or suspend access to an Account, only where we reasonably consider the action necessary and proportionate to protect the security, integrity or operation of the Platform, comply with applicable law, investigate a suspected material breach of these terms or address materially inaccurate or incomplete Account information.
8.                      Where reasonably practicable, we will notify you of any restriction or suspension and the reason for it and will restore access once the relevant issue has been resolved. Any cancellation  or  termination  of  an  Account  will  be  dealt  with  in  accordance  with  the termination provisions of these terms.

3  CUSTOMER OBLIGATIONS

1.                      You must, and must ensure that each person you authorise to access or use the Platform on your behalf:

1.                        uses the Platform and Services only for legitimate business purposes and in accordance with these terms, the Acceptable Use Policy and applicable laws.

2.                       provides information, instructions, documents, images, data and other materials that are accurate to the extent reasonably necessary for the intended use of the Platform and that you are authorised to provide to us and process through the Platform.
3.                     does not use the Platform or Services in any unlawful, fraudulent, misleading or deceptive manner or in a manner that facilitates unlawful or fraudulent activity.
4.                     does not access or attempt to access any Account, data, system, functionality or part of the Platform that you are not authorised to access.
5.                      does not interfere with, disrupt, damage or impose an unreasonable burden on the Platform, Services, systems, networks or infrastructure used to provide them.
6.                     does not introduce malicious code, viruses, malware or other material designed to damage, interfere with or obtain unauthorised access to the Platform, Services or any related system or data.
7.                   does not copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble  or  otherwise  attempt  to  derive  the  source  code  or  underlying components of the Platform except to the extent that such restriction is prohibited by law.

(viii)  does not use automated means to access, extract, scrape or interact with the 

Platform except through functionality expressly provided or authorised by us. 

9.                     does not use the Platform or Services in a way that infringes the intellectual property rights, privacy rights, confidentiality obligations or other rights of any person.
10.                      does not upload, store, transmit or otherwise use the Platform to process content or materials prohibited by the Acceptable Use Policy.
11.                     does not permit any unauthorised person to access or use the Platform through your Account or individual login credentials.

2.                      You are responsible for determining whether the Platform and Services are suitable for your business requirements and for the decisions, actions and business processes you undertake using information, documents, labels, summaries, outputs or other materials generated, stored or made available through the Platform.
3.                      You must maintain any systems, equipment, internet access, software and third-party services reasonably required for you to access and use the Platform and Services.
4.                      You must promptly notify us if you become aware of any actual or suspected unauthorised access, security incident, misuse of the Platform or breach of these terms involving your Account or persons authorised by you.
5.                      Your obligations under this clause do not limit any additional obligations or restrictions set out elsewhere in these terms, including the Acceptable Use Policy.

4  CUSTOMER MATERIALS

1.                      You retain ownership of all information, documents, photographs, data and other materials that you or your authorised users upload, submit, store or otherwise provide through the Platform (Customer Materials).
2.                      You represent and warrant that:

1.                        you have all rights, licences, consents and authorities necessary to provide the Customer Materials to us and to permit us to use and process them in accordance with these terms.
2.                       the Customer Materials, and our use of them in accordance with these terms, will not  infringe  the  intellectual  property  rights,  privacy  rights,  confidentiality obligations or other rights of any person.
3.                     the Customer Materials will not contain anything unlawful, fraudulent, misleading, defamatory, malicious or otherwise prohibited by the Acceptable Use Policy.

4.                     the Customer Materials will not contain viruses, malware, malicious code or anything that may compromise the security or integrity of the Platform, Services or any related system or network.
5.                      you will only upload or process personal information, confidential information or other information relating to a third party where you are authorised to do so.
6.                     you  will  comply  with  any  legal,  regulatory,  record-keeping  or  industry requirements that apply to the Customer Materials or your use of them.

3.                      You grant us a non-exclusive, worldwide, royalty-free licence for the duration of your use of the relevant Services and, following termination or expiry, only for so long as Customer Materials are retained in accordance with the Data Retention, Export and Deletion clause, to host, store, copy, transmit, reproduce, process, modify and otherwise use the Customer Materials solely to the extent reasonably necessary to:

1.                        provide, operate, maintain and support the Platform and Services.
2.                       perform functionality requested or enabled by you, including document storage, document summarisation, label generation, quality control functionality and other processing features made available through the Platform.
3.                     prevent, investigate or address fraud, security incidents, misuse or breaches of these terms.
4.                     comply with applicable law and lawful requests from competent authorities.

4.                      This licence does not transfer ownership of the Customer Materials to us and does not permit  us  to  use  Customer  Materials  for  purposes  unrelated  to  providing,  securing, maintaining or lawfully operating the Platform and Services.
5.                      You  are  responsible  for  maintaining  copies  of  Customer  Materials  where  reasonably necessary for your legal, regulatory, operational or business continuity requirements.
6.                        We may restrict access to, quarantine or remove Customer Materials only where, and to the extent that, we reasonably believe the action is necessary and proportionate because the  Customer  Materials  materially  breach  these  terms  or  the  Acceptable  Use  Policy, infringe the rights of another person, create a material security risk, are reasonably likely to cause material harm to the Platform or another user, or must be restricted or removed by law.
7.                      Where reasonably practicable, we will notify you of any restriction or removal and the reason for it.
8.                      To the extent permitted by law, you indemnify us against losses, liabilities, costs and expenses reasonably incurred as a direct result  of  a third-party claim  that Customer Materials supplied by you infringe that third party’s intellectual property rights, privacy rights or confidentiality rights, except to the extent that the claim arises from our breach of these terms, negligence, wilful misconduct or use of the Customer Materials outside the scope of these terms; we must promptly notify you of the claim, take reasonable steps to mitigate loss and not settle the claim in a manner that admits fault by or imposes a non-monetary obligation on you without your prior written consent, not to be unreasonably withheld or delayed.

5  SERVICE AVAILABILITY AND INTERRUPTIONS

1.                      We will use reasonable efforts to make the Platform and Services available in accordance with  these  terms,  but  we  do  not  guarantee  that  the  Platform  or  Services  will  be uninterrupted, error-free or available at all times.
2.                      Access to the Platform or Services may be interrupted, restricted or unavailable from time to time because of:

1.                        planned or emergency maintenance.
2.                       updates, upgrades, modifications or security measures.
3.                     internet, telecommunications, hosting, cloud infrastructure or other third-party service failures.
4.                     cyber security incidents or attempted unauthorised access.

5.                      events outside our reasonable control.
6.                     technical faults, defects or errors.
7.                   actions reasonably taken by us to protect the Platform, Services, Customer Materials or other users.

3.                      We will use reasonable efforts to minimise material disruptions and, where reasonably practicable, restore affected Services within a reasonable period.
4.                      A temporary interruption or unavailability of the Platform or Services does not of itself terminate your subscription or entitle you to a refund, credit or compensation, except to the extent required by law or expressly provided elsewhere in these terms; however, if a material interruption within our reasonable control continues for more than 10 consecutive business days, you may terminate the affected Services by written notice and we will refund any Fees paid in advance for the period after termination on a pro rata basis.
5.                      Any rights to cancel a subscription or receive a refund are governed by the subscription, payment, cancellation and termination provisions of these terms.

6  CHANGES AND MAINTENANCE

1.                      We may maintain, update, upgrade, improve or modify the Platform and Services from time to time, including to improve functionality, security, performance or compatibility, address technical issues, comply with law or respond to changes in third-party services on which the Platform relies.
2.                      Changes to the Platform or Services may result in changes to their appearance, workflows, functionality or technical requirements.
3.                      Where reasonably practicable, we will give you at least 30 days’ prior notice of a planned change that we reasonably expect will materially reduce the core functionality included in your current subscription; if the reduction materially disadvantages you, you may terminate the affected Services before the change takes effect and receive a pro rata refund of Fees paid in advance for the period after termination.
4.                      Nothing in this clause prevents us from making a change without prior notice where the change is reasonably necessary to:

1.                        address an urgent security or technical issue;
2.                       comply with applicable law or a requirement of a competent authority;
3.                     prevent or respond to misuse, fraud or unauthorised access; or
4.                     address a change, suspension or failure of a Third Party Service outside our reasonable control.

7  ONLINE PAYMENT PROCESSING

1.                      We use Stripe or another third-party payment processor notified to you from time to time (Payment Processor) to process payments relating to subscriptions, additional features, modules, add-ons and other Services purchased through the Platform.
2.                      You acknowledge and agree that:

1.                        payments processed by the Payment Processor may also be subject to the Payment Processor’s applicable terms, conditions and privacy policy;
2.                       we may provide the Payment Processor with information reasonably necessary to process payments, administer subscriptions, issue refunds  or credits and manage billing in accordance with these terms and our Privacy Policy;
3.                     we do not control the systems or services operated by the Payment Processor and, to the extent permitted by law, are not responsible for outages, delays, security incidents, processing errors or other acts or omissions of the Payment Processor that are outside our reasonable control; and
4.                     we may take reasonable steps to correct, or request the Payment Processor to correct, any error or mistake relating to the processing of a payment.

3.                      Your obligation to pay any amount properly due under these terms is not affected by a failure of your chosen payment method or the Payment Processor to process a payment, except to the extent the failure is caused by us.

8  SERVICE LIMITATIONS

1.                      The Platform and Services rely on software, networks, infrastructure, databases and third- party services and may not operate without interruption or error at all times.
2.                      You acknowledge and agree that:

1.                        the Platform or Services may contain errors, defects, bugs or other technical issues;
2.                       the Platform or Services may be unavailable, interrupted, delayed or operate with reduced functionality from time to time;
3.                     information,  documents,  notifications  or  other  communications  transmitted through the Platform may be delayed, incomplete or fail to be transmitted or received;
4.                     information  or  outputs  generated,  summarised,  extracted,  processed  or presented through the Platform, including through AI-supported functionality, may contain  errors,  omissions  or  inaccuracies  and  should  be  reviewed  by  an appropriately authorised person before being relied on for business, operational, compliance or other purposes; and
5.                      the accuracy and quality of outputs may depend on the accuracy, completeness and quality of the information and Customer Materials provided to the Platform;
6.                     no system can be made completely secure and, despite the measures we take to protect the Platform and Customer Materials, unauthorised access, security incidents or other technical failures may occur.

3.                      We take reasonable steps to prevent unauthorised access to or disclosure of Customer Materials and, if we become aware of an error that has resulted in Customer Materials being  incorrectly  accessed,  retrieved  or  displayed,  we  will  take  reasonable  steps  to investigate, contain and remedy the issue as soon as reasonably practicable.
4.                      Nothing in this clause limits any obligation or liability that cannot lawfully be excluded or limited.

9  INTELLECTUAL PROPERTY 

1.                      We retain ownership of, or the benefit of licences to use, the Platform, Services and all materials,  software,  technology,  systems,  databases,  interfaces,  designs,  templates, documentation, content and other intellectual property developed, owned or licensed by us in connection with the Platform or Services, including any modifications, enhancements or improvements to them (Company Materials).
2.                      Subject to your compliance with these terms and payment of all applicable fees, we grant you a non-exclusive, non-transferable and non-sublicensable licence for the duration of your subscription to access and use the Company Materials made available to you through the  Platform  solely  for  your  internal  business  purposes  and  in  connection  with  your permitted use of the Services.
3.                      You  may  use,  download,  reproduce  and  retain  reports,  labels,  summaries  and  other outputs generated for you through the Platform to the extent reasonably necessary for your business purposes.
4.                      Except as expressly permitted by these terms or by law, you must not:

1.                        copy, reproduce, publish, distribute, sell, license or commercially  exploit  the Company Materials;
2.                       modify, adapt, translate or create derivative works from the Company Materials;
3.                     reverse engineer, decompile, disassemble or otherwise attempt to derive the source  code,  underlying  structure,  algorithms  or  other  components  of  the Platform;

4.                     remove or alter any proprietary notice, trade mark, copyright notice or other rights notice appearing on the Platform or Company Materials; or
5.                      use the Company Materials to develop, train or assist in developing a product or service that materially competes with the Platform.

5.                      Nothing in this clause transfers ownership of Customer Materials to us. Any rights granted to us in relation to Customer Materials are limited to those expressly set out in these terms.
6.                        To the extent that an output generated through the Platform incorporates or is derived from Company  Materials,  our  underlying  Intellectual  Property  Rights  in  those  Company Materials  remain  ours,  but  this  does  not  prevent  you  from  using  the  output  for  your permitted business purposes in accordance with these terms.
7.                      Intellectual Property Rights means all present and future rights in relation to copyright, trade marks, designs, patents, circuit layouts, inventions, trade secrets, confidential information, business  names,  domain  names,  know-how  and  other  proprietary  rights,  whether registered or unregistered, and all rights to apply for or obtain registration of those rights anywhere in the world.

10  THIRD PARTY CONTENT

1.                      The  Platform  or  Services  may  contain,  display,  incorporate  or  provide  access  to information, data, materials, software or other content supplied by third parties (Third Party Content).
2.                      You acknowledge that:

1.                        Third Party Content is provided by parties outside our control;
2.                       we do not guarantee that Third Party Content will be complete, accurate, current, available or suitable for your particular purposes;
3.                     you are responsible for determining whether Third Party Content is appropriate for your intended use; and
4.                     your use of Third Party Content may be subject to applicable third-party rights or terms.

3.                      To the extent permitted by law, we are not responsible for loss arising from inaccuracies, omissions,  changes  or  unavailability  in  Third  Party  Content  where  those  matters  are outside our reasonable control.

11  THIRD PARTY SERVICES

1.                      We may use or rely on third-party service providers, software, infrastructure, integrations, hosting  services,  payment  services,  artificial  intelligence  tools  and  other  third-party products or services in providing the Platform or Services (Third Party Services).
2.                      You acknowledge and agree that:

1.                        the availability and operation of parts of the Platform or Services may depend on Third Party Services;
2.                       Third Party Services may be changed, suspended, restricted or discontinued by the relevant third-party provider;
3.                     changes, outages, faults or other failures affecting Third Party Services may affect the availability or functionality of the Platform or Services;
4.                     where your use of a particular Third Party Service requires you to accept or comply with separate terms of the relevant provider, we will make those terms or a link to them available to you where reasonably practicable before the relevant Third Party Service is used; and
5.                      we are not responsible for acts, omissions, outages, failures or changes of a third- party provider to the extent they are outside our reasonable control.

3.                      If you do not accept Third Party Terms that are necessary for us to provide a particular Service or functionality, you may be unable to access or use that Service or functionality.

4.                      We may replace a Third Party Service with another service where reasonably necessary to maintain, improve or continue providing the Platform or Services, provided that the replacement does not materially reduce the overall functionality of the Services you have subscribed to.
5.                      Nothing in this clause excludes or limits any liability or obligation that cannot lawfully be excluded or limited.

12  DISPUTE RESOLUTION

1.                      If a dispute arises between you and us in connection with these terms, the Platform or the Services, the party raising the dispute must give the other party written notice describing the nature of the dispute and the outcome sought.
2.                      After a dispute notice is given, each party must use reasonable endeavours to resolve the dispute in good faith, including by having representatives with appropriate authority discuss the dispute.
3.                      If the dispute has not been resolved within 14 days after the dispute notice is given, either party  may commence court  proceedings or, if the parties agree,  refer the dispute to mediation on terms agreed between them.
4.                      Each party must bear its own costs of attempting to resolve the dispute unless otherwise agreed in writing.
5.                      Nothing in this clause prevents either party from:

1.                        seeking urgent interlocutory, injunctive or other equitable relief;
2.                       taking action to recover an undisputed debt; or
3.                     exercising a right to suspend or terminate the Platform or Services in accordance with these terms.

13  SECURITY

1.                      We will take reasonable technical and organisational measures designed to protect the Platform and Customer Materials against unauthorised access, use, disclosure, alteration, loss or destruction.
2.                      You acknowledge that no software, network, data transmission or storage system can be guaranteed to be completely secure and that security incidents, unauthorised access, malicious code, technical failures and other security risks may occur despite reasonable precautions.
3.                      You are responsible for maintaining the security of your own systems, devices, networks and Account credentials used to access the Platform and must:

1.                        use  reasonable  security  measures  to  protect  your  systems,  devices  and credentials;
2.                       ensure that only authorised persons are permitted to access the Platform through your Account;
3.                     keep usernames, passwords and other authentication credentials confidential and secure;
4.                     promptly  revoke access where a  person is no longer  authorised to  use the Platform on your behalf;
5.                      not  knowingly  introduce  viruses,  malware,  malicious  code  or  other  harmful material into the Platform; and
6.                     promptly notify us if you become aware of any actual or suspected unauthorised access, compromise of Account credentials or other security incident relating to your Account or use of the Platform.

4.                      If we become aware of a security incident affecting the Platform or Customer Materials, we will promptly take reasonable steps to investigate, contain and remediate the incident and, where the incident is reasonably likely to materially affect you or your Customer Materials,

notify you without undue delay with available information reasonably required for you to manage the incident, in addition to providing any notification required by applicable law. 

5.                      To the extent permitted by law, we are not responsible for loss or damage arising from a security incident caused by your systems, devices, networks, personnel, failure to protect Account credentials or other matter outside our reasonable control.
6.                        Nothing in this clause limits any obligation or liability that cannot lawfully be excluded or limited.

14  DISCLAIMER AND LIABILITY

1.                      The Platform and Services are provided as business tools to assist with supply chain, compliance, document management, label generation, quality control and related business processes. You remain responsible for determining whether the Platform, Services and any information or outputs generated through them are suitable for your business, products, processes and legal or regulatory requirements.
2.                      The Platform may include artificial intelligence, automated processing or other software functionality that summarises, extracts, generates, classifies or processes information. You acknowledge that:

1.                        outputs  generated  through  these  functions  may  contain  errors,  omissions, inaccuracies or incomplete information;
2.                       outputs  may  depend  on  the  accuracy,  completeness  and  quality  of  the information and Customer Materials provided to the Platform;
3.                     outputs are provided as tools to assist your business processes and are not a substitute for appropriate human review, professional judgment or independent verification; and
4.                     you are responsible for reviewing and verifying outputs before using or relying on them, including any labels, summaries, compliance-related information or other materials generated through the Platform.

3.                      To the maximum extent permitted by law, we exclude all representations, warranties and guarantees in relation to the Platform and Services that are not expressly set out in these terms.
4.                      Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified, including any applicable rights under the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL).
5.                      To the maximum extent permitted by law and subject to any liability that cannot lawfully be excluded or limited, the total aggregate liability of either party to the other arising out of or in connection with these terms, the Platform or the Services is limited to the greater of the Fees paid or payable for the Services during the 12-month period immediately preceding the event giving rise to the liability and AUD $10,000; this limitation does not limit the Customer’s obligation to pay Fees properly due or either party’s liability for fraud, wilful misconduct, breach of confidentiality, infringement of the other party’s Intellectual Property Rights, or indemnification obligations under these terms.
6.                        The limitation of liability does not apply to liability arising from:
   1.                        fraud or fraudulent misrepresentation;
   2.                       death or personal injury caused by a party;
   3.                     damage to tangible property caused by a party; or
   4.                     any liability that cannot lawfully be excluded or limited.
7.                      To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss or damage, or for loss of profit, revenue, business opportunity, anticipated savings or goodwill, arising out of or in connection with these terms, the Platform or the Services, except that this exclusion does not apply to reasonable costs of restoring lost or corrupted Customer Materials caused by a party’s breach of these terms and except:

1.                        to the extent that the relevant loss arises from fraud, death, personal injury or damage to tangible property; or
2.                       to the extent that liability for the relevant loss cannot lawfully be excluded.

8.                      To the extent permitted by law, we are not responsible for loss arising from:
   1.                        your use of or reliance on information or outputs without appropriate review or verification;
   2.                       inaccurate,  incomplete  or  unlawful  Customer  Materials  or  other  information supplied by you or your authorised users;
   3.                     acts or omissions of third-party providers that are outside our reasonable control;
   4.                     your failure to comply with applicable laws, regulations, industry requirements or your own internal compliance procedures; or
   5.                      your use of the Platform or Services other than in accordance with these terms.

9.                        You acknowledge that the Platform may operate using shared systems, infrastructure and databases  used  to  provide  services  to  multiple  customers.  Although  we  implement reasonable technical and organisational measures designed to ensure that information associated with one Customer is not made available to another Customer, no software or data retrieval system can be guaranteed to operate without error. A technical, coding, system or data retrieval error may result in information associated with another customer being incorrectly retrieved, displayed or otherwise made available through the Platform.
10.                        If we become aware of an error of this kind, we will take reasonable steps to investigate, contain and remedy the issue as soon as reasonably practicable.

15  CONFIDENTIALITY

1.                      Each party may receive or have access to confidential information of the other party in connection with these terms, the Platform or the Services (Confidential Information).
2.                      Confidential Information includes information that is confidential by its nature, is identified as confidential or that a reasonable person would understand to be confidential in the circumstances, including:

1.                        business, commercial, financial, operational and technical information;
2.                       pricing, business plans, strategies, processes, systems, software and security information;
3.                     Customer Materials and other information relating to your business, personnel, suppliers, customers or operations; and
4.                     information  relating  to  the  Platform,  Services,  technology,  software, documentation and systems that is not publicly available.

3.                      Confidential  Information  does  not  include  information  that  the  receiving  party  can demonstrate:

1.                        is or becomes publicly available other than through a breach of these terms;
2.                       was lawfully known to the receiving party before disclosure by the other party;
3.                     is  independently  developed  without  use  of  or  reference  to  the  other  party’s Confidential Information; or
4.                     is lawfully received from a third party without an obligation of confidentiality.

4.                      Each party must:

1.                        use the other party’s Confidential Information only for the purposes of performing its obligations or exercising its rights under these terms;
2.                       take reasonable steps to protect the other party’s Confidential Information from unauthorised access, use or disclosure; and
3.                     not disclose the other party’s Confidential Information except as permitted by these terms or with the other party’s prior written consent.

5.                      A  party  may  disclose  Confidential  Information  to  its  employees,  officers,  professional advisers, contractors and service providers who reasonably need access to the information for  purposes  connected  with  these  terms,  provided  that  the  recipient  is  subject  to confidentiality obligations appropriate to the nature of the information.
6.                        A party may disclose Confidential Information where required by law, court order or a competent regulatory authority, provided that, where legally permitted and reasonably practicable, it gives the other party prior notice of the required disclosure.
7.                      The obligations in this clause continue after termination or expiry of these terms for so long as the relevant information remains confidential; on written request following termination or expiry, each party must return or securely destroy the other party’s Confidential Information in its  possession or control, except  to the extent retention is required by law or the information remains in routine backups that are protected and not accessed except for restoration, security or legal compliance purposes.

16  PRIVACY

1.                      We will handle personal information in  accordance with our Privacy Policy, as  made available on the Platform or our website from time to time; no change to the Privacy Policy will reduce any privacy protection or alter the purposes for which personal information is handled under these terms unless permitted by applicable law and notified to you where required.
2.                      You acknowledge and agree that:

1.                        we may collect, use, disclose and otherwise handle personal information as described in our Privacy Policy;
2.                       where you or your authorised users provide personal  information relating to another person through the Platform, you are responsible for ensuring that you are authorised to provide that information to us and to permit us to handle it for the purposes of providing the Platform and Services;
3.                     you must comply with any privacy, data protection or other legal obligations that apply to your collection, use, disclosure or handling  of personal information through the Platform; and
4.                     you must not provide us with personal information through the Platform where doing so would breach any applicable law or obligation owed to another person.

3.                      Our Privacy Policy contains further information about how we collect, use, disclose, store and protect personal information and how individuals may exercise applicable rights in relation to their personal information.

17  DATA RETENTION, EXPORT AND DELETION

1.                      While your subscription remains active, you are responsible for downloading or exporting Customer Materials that you need to retain for your business, legal, regulatory or record- keeping purposes using the functionality made available through the Platform.
2.                      You should export any Customer Materials that you wish to retain before your access to the Platform ends.
3.                      Following termination or expiry of your subscription:

1.                        your access to Customer Materials through the Platform may cease, but unless we  terminate  for  unlawful  use  or  a  material  security  risk,  we  will  provide  a reasonable opportunity of at least 30 days after termination or expiry for you to export Customer Materials using then-available export functionality;
2.                       we may retain Customer Materials only for so long as reasonably necessary for backup, security, fraud prevention, dispute resolution or legal compliance, and not for unrelated operational purposes;
3.                     Customer Materials retained in backups may remain until those backups are overwritten or deleted in accordance with our ordinary backup and retention processes;

4.                     we may retain information where required by applicable law or where reasonably necessary to establish, exercise or defend a legal claim; and
5.                      subject to those matters, we may delete or de-identify Customer Materials when they are no longer reasonably required.

4.                      Any personal information retained under this clause will be handled in accordance with our Privacy Policy.
5.                      Once Customer Materials have been deleted from our systems and applicable backups, we are not required to restore or recover them.
6.                        Nothing in this clause requires us to retain Customer Materials for longer than required by law or these terms.

18  TERMINATION AND CANCELLATION

1.                      Your subscription will continue and automatically renew in accordance with the applicable subscription terms unless it is cancelled in accordance with this clause.
2.                      You may cancel your subscription at any time by written notice, with cancellation taking effect at the end of the then-current monthly billing period for a monthly subscription or 30 days after notice for an annual subscription, unless an earlier date applies under these terms.
3.                      If you are subscribed on a monthly basis:

1.                        your subscription will continue until the end of the monthly billing period in which your cancellation notice is given;
2.                       you will remain responsible for all fees payable up to that date; and
3.                     no refund will be payable for any unused portion of a monthly billing period, except to the extent required by law.

4.                      If you are subscribed on an annual basis:

1.                        your subscription will continue until the end of the applicable 30-day notice period;
2.                       you will remain responsible for all fees payable up to that date;
3.                     we will refund the unused portion of any annual subscription Fees paid in advance on a pro rata basis by reference to the annual subscription rate actually paid; and
4.                     we may deduct from the refund only any undisputed amounts that are then due and payable under these terms.

5.                      We may suspend or terminate your access to the Platform or Services by written notice if:

1.                        you fail to pay an undisputed amount when due and do not remedy that failure within 10 business days after receiving written notice from us;
2.                       you materially breach these terms and, where the breach is capable of remedy, fail to remedy it within 20 business days after receiving written notice specifying the breach and the action reasonably required to remedy it;
3.                     your use of the Platform or Services is unlawful or creates a material security risk to the Platform, Services, us or another person; or
4.                     we are required to do so by law or by a competent regulatory or government authority.

6.                        Where reasonably practicable, we will give you an opportunity to remedy the relevant issue before  terminating  your  subscription,  unless  the  circumstances  require  immediate suspension or termination.
7.                      On termination or expiry of your subscription:

1.                        your right to access and use the Platform and Services will cease;
2.                       you must pay all amounts properly due and payable up to the effective date of termination;

3.                     any licence granted to you under these terms will end, except to the extent expressly stated otherwise;
4.                     we may disable your Account and access to Customer Materials, subject to any data return, retention or deletion provisions in these terms or our Privacy Policy; and
5.                      any provision of these terms which by its nature is intended to continue after termination or expiry will continue to apply.

8.                      Termination or expiry does not affect any rights, remedies, obligations or liabilities accrued before the effective date of termination.

19  TAX

1.                      Unless  otherwise  stated,  all  fees  and  other  amounts  payable  under  these  terms  are exclusive of goods and services tax (GST).
2.                      If GST is payable on a taxable supply made by us under or in connection with these terms, you must pay us an additional amount equal to the GST payable on that supply at the same time as the consideration for the taxable supply is payable.
3.                      We will provide a valid tax invoice where required by law.
4.                      You are responsible for any taxes, duties, levies or other government charges arising from your own business activities or use of the Platform, other than taxes imposed on our income.

20  RECORDS AND PLATFORM DATA

1.                      We may create, collect and retain records relating to the operation and use of the Platform and Services to the extent reasonably necessary for administration, security, support, billing, compliance, dispute resolution and the operation and improvement of the Platform.
2.                      Those records may include:
   1.                        Account registration and account activity records;
   2.                       subscription, billing and payment records;
   3.                     communications between you and us;
   4.                     support requests and related correspondence;
   5.                      system logs, access records, audit trails and technical or security information;
   6.                     information about the functionality and features used through your Account; and
   7.                   Customer Materials to the extent retained in accordance with these terms and our Privacy Policy.
3.                      We will handle any personal information contained in those records in accordance with our Privacy Policy.
4.                      We may use information about the use and performance of the Platform in an aggregated or de-identified form for purposes including operating, securing, monitoring, analysing and improving the Platform and Services, provided that the information does not identify you or any individual.
5.                      We may retain and produce records where reasonably necessary to comply with applicable law, respond to a lawful request from a competent authority, investigate or respond to a security incident or suspected misuse, or establish, exercise or defend a legal claim.

21  CHANGES TO THESE TERMS

1.                      We may update these terms from time to time to reflect changes to the Platform or Services, our  business  or  operational  practices,  applicable  law,  security  requirements  or  other matters reasonably connected with providing the Platform and Services.
2.                      If we make a change that materially affects your rights or obligations, we will give you at least 30 days’ prior notice of the change and explain its material effect.

3.                      Unless a change is reasonably required to comply with law, address an urgent security issue or respond to circumstances outside our reasonable control, a change that materially and adversely affects your current paid subscription will not take effect during a subscription period that you have already paid for in advance and will instead take effect from the next applicable renewal period.
4.                      If you do not agree to a change that materially and adversely affects you, you may cancel the affected Services by written notice before the change takes effect, without an early- cancellation charge, and we will refund any Fees paid in advance for the period after cancellation on a pro rata basis.
5.                      Your continued use of the Platform or Services after a change takes effect constitutes acceptance of the updated terms.
6.                        Changes to Fees are governed by the Subscriptions, Fees and Payment clause.

22  NOTICES

1.                      A notice or other communication given under these terms must:

1.                        be in writing and in English; and
2.                       be sent by email to the email address nominated by the receiving party for notices or, if no separate address  has been  nominated, to the email  address most regularly used by the parties to communicate in connection with the Platform or Services.

2.                      Either party may update its nominated email address by giving notice to the other party.
3.                      Unless the sender knows or reasonably ought to suspect that the email was not delivered, a notice sent by email will be taken to have been received:

1.                        24 hours after the email was sent, unless that time falls on a Saturday, Sunday or public holiday in the state or territory whose laws govern these terms, in which case it will be taken to have been received on the next business day in that state or territory; or
2.                       when the receiving party replies to the email, whichever occurs first.

23  FORCE MAJEURE

1.                      Neither party is liable for a delay or failure to perform an obligation under these terms to the extent that the delay or failure results from an event or circumstance beyond that party’s reasonable control.
2.                      An event or circumstance beyond a party’s reasonable control may include:

1.                        natural disasters, fire, flood or severe weather;
2.                       war, terrorism, civil unrest or industrial action;
3.                     epidemics, pandemics or public health emergencies;
4.                     acts or requirements of government or regulatory authorities;
5.                      widespread failures of telecommunications, internet, electricity, hosting, cloud infrastructure or other essential third-party services; or
6.                     cyber attacks or other malicious activity, except to the extent caused or materially contributed  to  by the affected party’s  failure to take reasonable precautions required under these terms.

3.                      The affected party must promptly notify the other party, take reasonable steps to minimise the effect of the event or circumstance and resume performance as soon as reasonably practicable; if the event materially prevents performance of the affected Services for more than 30 consecutive days, either party may terminate those Services by written notice, and we will refund any Fees paid in advance for the period after termination on a pro rata basis.
4.                      This clause does not excuse your obligation to pay an amount that became due before the relevant event or circumstance occurred.

24  GENERAL

1.                 GOVERNING LAW AND JURISDICTION

These terms are governed by the laws of the Australian State or Territory in which our registered office is located when you accept these terms. Each party submits to the exclusive jurisdiction of the courts of that State or Territory and courts entitled to hear appeals from those courts in respect of proceedings arising out of or in connection with these terms, except where applicable law permits a party to bring proceedings in another jurisdiction. 

2.                 WAIVER

A failure or delay by a party to exercise a right or remedy under these terms does not operate as a waiver of that right or remedy. A waiver is only effective if it is in writing and given by the party granting the waiver. 

3.                 SEVERANCE

If any provision of these terms is wholly or partly void, illegal or unenforceable, that provision will be severed to the extent necessary without affecting the validity or enforceability of the remaining provisions. 

4.                 JOINT AND SEVERAL LIABILITY

If two or more persons together constitute the Customer, each of those persons is jointly and severally responsible for the Customer’s obligations and liabilities under these terms. 

5.                 ASSIGNMENT

Neither party may assign, novate or otherwise transfer its rights or obligations under these terms without the prior written consent of the other party, which must not be unreasonably withheld or delayed. 

6.                 COSTS

Except as otherwise expressly provided in these terms, each party is responsible for its own costs and expenses associated with entering into and performing its obligations under these terms. 

7.                 ENTIRE AGREEMENT

1.                      These terms, together with any schedule and any policy or other document expressly incorporated into them, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, negotiations, representations, arrangements and understandings relating to that subject matter.
2.                      Nothing in this clause excludes liability for fraud or fraudulent misrepresentation or limits any right or remedy that cannot lawfully be excluded.

8.                 INTERPRETATION

Unless the context requires otherwise: 

1.                      words in the singular include the plural and vice versa;
2.                      words indicating a gender include every gender;
3.                      if a word or phrase is defined, other grammatical forms of that word or phrase have corresponding meanings;
4.                      a reference to a person includes an individual, sole trader, corporation, partnership, trust, association, joint venture, government body or other entity;
5.                      a reference to a party includes that party’s successors and permitted assigns;
6.                        a reference to these terms includes any schedule  and any policy or other document expressly incorporated into these terms;
7.                      a reference to a document includes that document as amended, supplemented, replaced or novated from time to time, to the extent permitted by these terms;
8.                      headings are for convenience only and do not affect interpretation;

9.                        the words “include”, “includes” and “including” are not words of limitation;
10.                        a reference to legislation includes any amendment, replacement or re-enactment of that legislation and any subordinate legislation made under it;
11.                      a reference to writing includes email and other forms of electronic communication capable of being reproduced in written form;
12.                        a reference to $ or dollars is to Australian dollars unless otherwise stated; and
13.                    no provision of these terms will be interpreted adversely to a party solely because that party prepared or proposed that provision.

Part B  Subscription Terms

1  SUBSCRIPTIONS, FEES AND PAYMENT

1.                     SUBSCRIPTION TIERS

1.                      Access to the Platform and Services is provided on a subscription basis. The available subscription tiers, the features included in each tier and any optional modules, features or add-ons are set out in the applicable schedule.
2.                      You may select a monthly or annual subscription, subject to the options made available by us. Annual subscriptions may be offered at a discounted rate compared with the equivalent monthly subscription, as set out in the applicable schedule.
3.                      The Services and functionality available to you will depend on the subscription tier and any additional modules, features or add-ons selected by you.

2.                     SUBSCRIPTION TERM AND RENEWAL

1.                      Your  subscription  begins  when  we  accept  your  subscription  and  make  the  relevant Services available to you and continues for the applicable monthly or annual subscription period.
2.                      Unless cancelled in accordance with these terms:

1.                        a monthly subscription automatically renews for successive monthly subscription periods; and
2.                       an annual subscription automatically renews for successive annual subscription periods.

3.                      You authorise us and our Payment Processor to charge the applicable subscription fees to your nominated payment method on each applicable billing or renewal date until your subscription is cancelled in accordance with these terms.

2  FEES AND PAYMENT

1.                      You must pay the subscription fees and any fees for additional modules, features, add-ons or other Services selected by you (Fees) in accordance with the applicable schedule and these terms.
2.                      Unless otherwise stated in the applicable schedule:

1.                        Fees for monthly subscriptions are payable monthly in advance;
2.                       Fees for annual subscriptions are payable annually in advance;
3.                     Fees for additional modules, features or add-ons are payable at the time and in the manner specified when they are selected; and
4.                     all amounts are payable in Australian dollars.

3.                      You must maintain a valid payment method and ensure that sufficient funds or credit are available to pay all amounts due.
4.                      If a payment is declined, reversed or otherwise not successfully processed, we may make reasonable further attempts to process the payment and may require you to provide an alternative payment method.
5.                      If an amount remains unpaid after it becomes due, we may restrict or suspend access to the affected Services after giving you  reasonable  notice and  an opportunity to make payment.
6.                        Any suspension under this clause does not relieve you of your obligation to pay Fees properly due under these terms.

1.                     CHANGES TO SUBSCRIPTIONS AND FEES

1.                      Where the Platform allows you to change your subscription tier or add or remove optional modules, features or add-ons, we will make the applicable fees and the effective date of the change available to you before the change takes effect.

2.                      We may change the Fees applying to future subscription periods by giving you at least 30 days’ prior written notice before the applicable renewal date.
3.                      Any change to recurring subscription Fees:

1.                        will not increase the Fees for a subscription period that you have already paid for in advance;
2.                       will take effect from the next applicable renewal or billing period specified in the notice; and
3.                     will be notified sufficiently in advance to allow you to cancel your subscription in accordance with the Termination and Cancellation clause before the increased Fees take effect.

4.                      If you continue your subscription after the changed Fees take effect, the changed Fees will apply to the relevant subsequent subscription period.

2.                     PRICING ERRORS

1.                      If we become aware of an error in the Fees or other amount charged to you, we will notify you as soon as reasonably practicable and take reasonable steps to correct the error.
2.                      If you have been overcharged, we will refund or credit the amount of the overcharge.
3.                      If you have been undercharged, we may require payment of the outstanding amount, provided that we give you reasonable notice of the correction.
4.                      Any refund or credit required under this clause will, where reasonably practicable, be made using the payment method originally used for the relevant payment.

Part C  Acceptable Use Policy 

1  GENERALLY

1.                     ACCEPTABLE USE POLICY

1.                      This Acceptable Use Policy forms part of these terms and applies to your use of the Platform and Services and the use of the Platform and Services by each person you authorise to access them through your Account.
2.                      You must ensure that each authorised user is made aware of and complies with this Acceptable Use Policy.

2.                     GENERAL USE

1.                      You must use the Platform and Services only for legitimate business purposes and in accordance with these terms and applicable laws.
2.                      Documents, photographs, images, data and other Customer Materials uploaded, stored or processed  through  the  Platform  must  be  reasonably  connected  with  your  business activities or your permitted use of the Services.
3.                      You are responsible for:

1.                        ensuring that your authorised users use the Platform and Services in accordance with these terms;
2.                       maintaining the security and confidentiality of Account credentials and access to the Platform;
3.                     ensuring that you have all rights, permissions and authorities required to upload, store, process and otherwise use Customer Materials through the Platform; and
4.                     ensuring that your use of the Platform and Services complies with applicable laws and any legal or regulatory requirements that apply to your business.

2  PROHIBITED USE

You must not use, or permit any other person to use, the Platform or Services to: 

1.                      engage in, facilitate, promote or encourage unlawful, fraudulent, misleading or deceptive activity;
2.                      upload, store, transmit, distribute or otherwise  process material that infringes another person’s Intellectual Property Rights, privacy rights, confidentiality rights or other legal rights;
3.                      upload,  store,  transmit  or  otherwise  process  material  that  is  defamatory,  threatening, harassing, discriminatory, hateful, sexually explicit, pornographic, excessively violent or otherwise unlawful;
4.                      upload, store or transmit material depicting child sexual abuse or exploitation or any other material prohibited by law;
5.                      introduce, upload, transmit or distribute viruses, malware, ransomware, malicious code or other material designed to damage, interfere with or obtain unauthorised access to any system, network, data or device;
6.                        access or attempt to access any Account, Customer Materials, system, database, network, functionality or information that you are not authorised to access;
7.                      test, scan, probe or circumvent the security, authentication, access controls or technical restrictions of the Platform or Services without our prior written consent;
8.                      interfere with, disrupt, disable, impair or adversely affect the operation, security, integrity or performance of the Platform, Services or any related system or network;
9.                        submit, upload, transmit, generate or process excessive volumes of data, requests or other activity  in  a  manner  that  unreasonably  consumes  system  resources,  degrades  the performance of the Platform or Services or materially affects their availability to other customers;

10.                        use automated scripts, bots, crawlers, scrapers or other automated tools to access or interact with the Platform except where expressly permitted by us or made available as part of the Services;
11.                      send  unsolicited  commercial  electronic  messages,  spam  or  other  unauthorised  bulk communications using the Platform or Services;
12.                        impersonate  another  person  or  falsely  represent  your  identity,  authority,  affiliation  or relationship with another person or organisation;
13.                    use the Platform or Services to obtain, disclose or distribute information relating to another customer or user where you are not authorised to access or use that information;
14.                      attempt to reverse engineer, decompile, disassemble, copy or otherwise derive the source code, underlying technology or proprietary components of the Platform except to the extent permitted by law; or
15.                      use the Platform or Services for any purpose that is materially inconsistent with their intended business use or that would otherwise constitute a material breach of these terms.

3  PROHIBITED CONTENT AND MATERIAL

1.                      You must not use the Platform or Services to upload, store, generate, process, transmit, publish, distribute or otherwise make available any Customer Materials or other content that:

1.                        is unlawful or facilitates, promotes or encourages unlawful activity;
2.                       is pornographic, sexually explicit, sexually violent or depicts child sexual abuse, exploitation or other unlawful sexual content;
3.                     is excessively violent, promotes or incites violence, or contains credible threats of violence;
4.                     is threatening, harassing, hateful, discriminatory or otherwise unlawful;
5.                      is defamatory, maliciously false or unlawfully misrepresents another person;
6.                     infringes or misuses another person’s Intellectual Property Rights, privacy rights, confidentiality rights or other legal rights;
7.                   contains Confidential Information that you are not authorised to disclose, store or process through the Platform;

(viii)  contains  viruses,  malware,  ransomware,  malicious  code  or  other  material 

designed to damage, interfere with or obtain unauthorised access to any system, network, data or device; 

9.                     is fraudulent, deceptive or misleading;
10.                      promotes,  assists  or  provides  instructions  for  the  commission  of  a  criminal offence or other unlawful activity; or
11.                     is otherwise prohibited by applicable law.

2.                      Customer Materials stored or processed through the Platform must also be reasonably connected with your legitimate business activities or permitted use of the Services.

4  EXCESSIVE RESOURCE USAGE

1.                      You must not use, or permit any person to use, the Platform or Services in a manner that:

1.                        unreasonably consumes processing capacity, memory, storage, bandwidth or other technical resources;
2.                       generates an excessive or abnormal volume of requests, uploads, downloads, queries, transactions or other activity;
3.                     materially  degrades,  disrupts  or  interferes  with  the  availability,  performance, security or operation of the Platform or Services;
4.                     materially affects another customer’s ability to access or use the Platform or Services;

5.                      uses  automated  processes,  scripts  or  software  in  a  manner  not  expressly permitted by us or made available as part of the Services; or
6.                     attempts to circumvent any technical limits, usage limits, access controls or other restrictions applying to the Platform or Services.

2.                      If we reasonably consider that your use of the Platform or Services is causing or is likely to cause material disruption, degradation, security risk or excessive resource consumption, we may take reasonable steps to protect the Platform and other customers, including temporarily restricting or suspending the affected use.
3.                      Where reasonably practicable, we will notify you of the issue and give you a reasonable opportunity to reduce or remedy the relevant usage before restricting or suspending the affected Services, unless immediate action is reasonably necessary to protect the security, integrity or availability of the Platform or Services.
4.                      We will not charge additional fees for excessive resource usage unless the applicable fee or charging basis has been disclosed to you and agreed in accordance with these terms.

5  NON-COMPLIANCE AND REMEDY

1.                      We may monitor use of the Platform and Services to the extent reasonably necessary to assess compliance with this Acceptable Use Policy, protect the security, integrity and operation of the Platform and Services, and investigate suspected misuse. Any monitoring involving personal information will be carried out in accordance with our Privacy Policy.
2.                      If we reasonably believe, based on credible information, that you or an authorised user has breached or is imminently likely to materially breach this Acceptable Use Policy, we may take reasonable and proportionate steps having regard to the nature and seriousness of the actual or threatened breach, including:

1.                        requesting that you cease or remedy the relevant conduct;
2.                       restricting  or  removing  Customer  Materials  that  breach  this  Acceptable  Use Policy;
3.                     temporarily restricting access to particular functionality or Services;
4.                     suspending access to the Platform or Services where reasonably necessary to protect the Platform, Services, us, another customer or another person;
5.                      terminating your access to  the Platform or Services in accordance with the termination provisions of these terms; or
6.                     reporting conduct or information to a competent authority where required by law.

3.                      Where reasonably practicable, we will notify you of the relevant issue and give you a reasonable opportunity to remedy the breach before restricting, suspending or terminating access, unless immediate action is reasonably necessary because of unlawful activity, a material security risk, potential harm to another person or customer, or a legal or regulatory requirement.
4.                      Any Customer Materials retained following suspension or termination will be handled in accordance with these terms and our Privacy Policy.