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Engenesis EcosystemPrivacy Policy
Terms of Use
User AccountBeing ProfileEngenesis.ioXeali
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Engenesis EcosystemPrivacy PolicyUser AccountBeing ProfileEngenesis.ioXealiServices Terms & Conditions

Engenesis Ecosystem

In addition to the services offered by Engenesis Services Pty Ltd, Engenesis owns and operates each of the companies and products listed below. We may share information about you within our ecosystem of companies and products to facilitate, support and integrate their activities and improve our services. For more information on the Engenesis Ecosystem, please visit the following links:
• Being Profile: https://www.beingprofile.com
• Engenesis.io: https://www.engenesis.io
• Xeali: https://www.xeali.com

Effective starting: 1st February, 2021

Privacy Policy

1. Protecting your privacy

This privacy statement provides information about the personal information that we collect, and the ways in which we use that personal information, across our group of products within the Engenesis Ecosystem.

Your privacy is important to us. We comply with the Privacy Act 1988 (Privacy Act) when we handle personal information. The Privacy Act contains 13 Australian Privacy Principles (APPs) which provide the rules for how we must handle your personal information, including how you can request access to, and correction of, that information. Detailed information on the Privacy Act and the APPs can be found on the website of the Office of the Australian Information Commissioner (OAIC).

We will only use or disclose personal information we hold about you in accordance with this Privacy Policy or as otherwise notified to you.


2. Meaning of words

In this Privacy Policy:

We, us and our refer to Engenesis Services Pty Ltd (ABN 75 616 893 700), Being Profile Pty Ltd (ABN 16 632 335 258), and include any of its related bodies corporate. Related body corporate has the meaning given in the Corporations Act 2001 (Cth); and the singular includes the plural and vice versa.

We offer a wide range of products. We refer to all of these products, together with our other services and websites as the "Engenesis Ecosystem" in this policy.


3. Your personal information
“Personal information” is information about an individual who is either identified in the information or their identity can be ascertainable from it. It includes information obtained from the individual themselves or from a third party.

Personal information held by us includes your name, address and occupation, your telephone or mobile phone numbers and email address. It also includes your interactions and engagement with our software such as visited pages, time on certain pages, the features you use and the data you input.

If you choose to provide your personal information to us, you agree that your personal information may be displayed or included as set out in this Privacy Policy.


4. How we use your personal information

We do not ordinarily collect any information about you except when/where you provide it to us, or it is provided to us with your consent. In general, we do not use or disclose personal information collected about you other than for:

• a purpose set out in this Privacy Policy;
• a purpose you would reasonably expect;
• a purpose required or permitted by law; or
• a purpose otherwise disclosed to you or for which you have consented.

As such, your personal, identified data will not be made publicly available. We will not share or sell your data to third parties.

Your personal information may be used to:

• Provide the relevant services to you.
• Understand and better our product. We conduct regular analysis as to how you are enjoying our products and use the outcome of that research to continue to add features or develop new products.
• Provide product and account communications. You may receive from time to time information and announcements about our products and offerings, within the Engenesis Ecosystem based on your personal information.
• Legal Compliance. We may use your information to comply with applicable legal or regulatory obligations, including complying with requests from law enforcement or other governmental authorities, or in legal proceedings.
• Other. We also may use your information to manage our business or perform functions as otherwise described to you at the time of collection subject to your consent.


5. Disclosures of personal information

We may exchange your information with our related bodies corporate and licensees so that we may adopt an integrated approach. We and our related bodies corporate and licensees may use this information for any of the purposes mentioned in section 4.

We may also disclose personal information about you, as appropriate, to:

• our employees, assignees, agents, affiliates, contractors, and external advisers;
• organisations which verify your identity, process payments or synchronise your data;
• your agents, advisers, referees, executor, administrator, trustee, the beneficiary of any trust of which you are a trustee or your guardian;
• law enforcement, regulatory and government bodies;
• anyone who introduces you to us;
• your and our auditors, insurers or prospective insurers and their underwriters;
• any person we consider necessary to execute your instructions


6. Marketing

You give us permission to provide communications to you in relation to products and offerings across the Engenesis Ecosystem.

If at any time you do not wish to receive further marketing information, you may ask us not to send you any further information about services and not to disclose your information to other organisations for that purpose. You may do this by contacting us at hello@engenesis.com


7. Personal information about third parties

If you give us personal information about another person, you represent that you are authorised to do so and you agree to inform that person who we are, that we will use and disclose their personal information and that they may access any personal information we hold about them. You should also refer them to this Privacy Policy which applies to their personal information.


8. Maintaining the accuracy of your information

We take all reasonable precautions to ensure that the personal information we collect, use and disclose is accurate, complete and up-to-date.

If you believe that personal information that we hold about you is inaccurate, incomplete or out of date, please contact us at hello@engenesis.com and we will take all reasonable steps to correct the information.


9. Accessing your personal information

You have a right to access your personal information, subject to some exceptions allowed by law. If you would like to do so, please let us know by contacting us at hello@engenesis.com You may be required to put your request in writing for security reasons. We may also charge a fee for giving you access to your personal information and will try to deal with your request within a reasonable time.


10. Security & the internet

We maintain strict procedures and standards and take all reasonable steps to prevent unauthorised access to, or unauthorised modification or disclosure of, your personal information and to protect it from misuse or loss.

Your password is stored with encryption measures in place.

However, we do not guarantee that information sent over the internet is secure.


11. Cookies on our website

We may use ‘cookies’ on our website. A cookie is an industry standard and is a small text file that our website may place on your computer. Usually, cookies are used as a means for our website to remember your preferences. As such, cookies are designed to improve your experience of our website.

Cookies may collect and store personal information about you. We extend the same privacy protection to your personal information, whether gathered via cookies or from other sources. You can adjust your Internet browser to disable cookies or to warn you when cookies are being used.


12. Changes to this Privacy Policy

This statement sets out our current Privacy Policy. It replaces any other Privacy Policy which we have previously issued.

We may amend this Privacy Policy at any time. Our current Privacy Policy is available from our website www.engenesis.com/privacy or by contacting us at hello@engenesis.com

We suggest you periodically review our Privacy Policy for any changes.


13. Contacting us

If you have any questions regarding this Privacy Policy please contact us at hello@engenesis.com

Terms of Use

User Account

1. Background and Introduction to Terms of Use

Through our websites, products, applications and platforms across the Engenesis Ecosystem, we may provide you with information regarding our company, related entities, our programs, and offerings, as well as our contact information.

These Terms of Use outline what you need to be aware of when you use our website, products, applications and platforms across the Engenesis Ecosystem, link to them from your own site or visit other sites via a link from our website. These terms set out the legal relationship between you and the Engenesis entity that owns or operates the product that you are using.

By accessing, viewing, relying on or otherwise using our website, you accept these Terms of Use and agree to be bound by them and by any other notice contained on our website (as amended from time to time).

If you do not accept these Terms of Use you are not authorised to use our website or our services.


2. Meaning of words

In these Terms of Use:

• notice includes a disclaimer, a disclosure or other statement, a consent and terms of use; and
• related body corporate has the meaning given in the Corporations Act 2001 (Cth);
• we, us and our refer to Engenesis Services Pty Ltd (ABN 75 616 893 700), Being Profile Pty Ltd (ABN 16 632 335 258), and include any of its related bodies corporate.
• you refers to you the user of our website, products, applications and platforms across the Engenesis Ecosystem
• the singular includes the plural and vice versa.


3. License to use and fees

• We grant you a non-exclusive license to use our services only for the purpose of accessing the information available from our website, applying for and accessing our platform, activities, and initiatives and using the provided contact details or online form.
• The license granted under section 3 is for the period until such time as these Terms of Use terminate in accordance with section 13.


4. Using our website and services

By using our website and our programs and initiatives you understand, confirm, acknowledge and agree that:

• the data and information on the website are provided to you in good faith for informational and donation purposes only. It is not intended for any other purposes;
• we do not endorse or recommend the services or offering of any individual, firm or company that may be referred or introduced to you by us via the website or via our programs or initiatives;
• the posting of any content does not constitute any offer or supply of goods or services by us to you;
• we do not make any representations or warranties in relation to the website content and in particular as to whether it is reliable, accurate, up to date or complete;
• we do not warrant that the website will be uninterrupted, timely, secure, or error-free; and
• if you use a link to our website, you will include on your own website any disclaimer, notices or pop up pages that we may require in order to advise users that they are being redirected to our website.


5. Limitation of liability

To the extent permitted by law, neither we, nor any of our employees, agents or officers are liable to you for any direct or indirect loss or liability arising from, or any costs, charges or expenses you incur in connection with:

• information published, displayed or available on our services;
• your use of our services;
• any action taken, failure to act, decision made or reliance by you on the basis of the website content and the data and information in the website;
• any modification, suspension or discontinuance of our website;
• any errors or delays in the website content, or for any actions you or third parties may take in reliance on it;
• your use of any services, products or offering provided by any individual, firm or company referred by us to you via the website. This limitation applies whether your claim would otherwise arise in contract, under the law of torts (including negligence), by statute or otherwise.


6. Indemnity

You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:
• any content you submit, post, transmit or make available through the website;- your use of the website and our programs, activities, and initiatives; and- any violation of these Terms of Use.


7. Website security

We do not guarantee that information transmitted over the internet is totally secure. Therefore, when you send us information you do so at your own risk. Once we have received it, we take reasonable steps to keep the information secure while it is in our own systems but we do not guarantee that it is secure.

Your use of our website is at your own risk. We do not guarantee that our website is free from viruses, or that access to our website, programs or initiatives will be uninterrupted. You should, therefore, ensure that your equipment is protected from viruses and any other interference that could damage your equipment.


8. Information about you & your privacy

Our Privacy Policy sets out how we deal with personal information generally. If these Terms of Use are inconsistent with our Privacy Policy, these Terms of Use will take precedence.


9. Collecting information & cookies

When you use our website, we may collect personal information about you. Ordinarily, we tell you the purposes for which we collect that information when it is collected.

As a general rule, we only collect such information which is necessary for us to receive your donations and to involve you in our programs, campaigns and initiatives or to maintain our relationship with you.

The information we collect about you depends on how you use our website and may involve the use of “cookies”. Please refer to our Privacy Policy for details on how we may use cookies on our website.


10. Third party websites

Our website may contain links to other websites operated by third parties. We do not endorse or otherwise approve the owners or operators of the third party website, or the information, graphics, and material on those websites or the goods or services (including software) offered on those websites.

To the extent permitted by law, we are not responsible or liable for, and give no warranty in respect of, any third party website or the goods and services (including software) offered on any third party website or any information appearing on any website we may offer.

We may receive payments from third parties in relation to goods or services supplied or received as a result of users and third parties accessing any links to third party websites contained in our website.

Third party websites are not subject to our privacy standards so you should review the privacy policy and any other relevant notice that appears on a third party website.


11. Copyright & trademarks

The material on our website is protected by copyright. Other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), you must not reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of it without our prior written consent.

Our website includes registered trademarks owned by us (or our licensors). You must not use any of these trademarks in any way without our prior written consent.

By accessing the website, you agree not to redistribute the information obtained from the website, or through another user of our website without our prior written consent.


12. Permitted use and license

You agree to not use the website:

• for any purpose that is unlawful or prohibited by these Terms of Use;
• in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party’s use and enjoyment of the website;
• to attempt to gain unauthorised access to any service, other accounts, computer systems or networks connected to our server or services through hacking, password mining or any other means;- to attempt to obtain any materials or information through any means not intentionally made available through our website;
• to impersonate any person or entity;
• to submit through any online form or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unless expressly authorised to do so;

The information on our website, the services and these Terms of Use have been prepared in accordance with the laws of the State of New South Wales, and the Commonwealth of Australia. The website may not comply with the laws of any other country.


13. Termination and modification of service

We may in our sole discretion immediately suspend, terminate or limit your access to the website if we deem that you are in breach of the Terms of Use or our Privacy Policy.

We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the website.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the website (or any part thereof) with or without notice.


14. Changes to these Terms of Use

This statement sets out our current Terms of Use. It replaces any other Terms of Use which we have previously issued.

We may amend these Terms of Use at any time. If we do, we will publish the amended version on our website (www.engenesis.com/privacy). By accepting these Terms of Use, you agree that our publishing of an amended version will be sufficient notice of any changes and that your subsequent access to, viewing, reliance on or other use of our website will constitute your acceptance of those amendments.

Changes to the fee schedule will take effect 30 days after this change is published on our website.

We suggest you periodically review our Terms of Use for any changes.

All information on the website and provided with the services is subject to change without notice.


15. Contacting us

If you have any questions regarding these Terms of Use please contact us at hello@engenesis.com

Being Profile

1. Background and Introduction to Terms of Use

Through our websites, products, applications and platforms across the Engenesis Ecosystem, we may provide you with information regarding our company, related entities, our programs, and offerings, as well as our contact information.

These Terms of Use outline what you need to be aware of when you use our website, products, applications and platforms across the Engenesis Ecosystem, link to them from your own site or visit other sites via a link from our website. These terms set out the legal relationship between you and the Engenesis entity that owns or operates the product that you are using.

By accessing, viewing, relying on or otherwise using our website, you accept these Terms of Use and agree to be bound by them and by any other notice contained on our website (as amended from time to time).

If you do not accept these Terms of Use you are not authorised to use our website or our services.


2. Meaning of words

In these Terms of Use:

• notice includes a disclaimer, a disclosure or other statement, a consent and terms of use; and
• related body corporate has the meaning given in the Corporations Act 2001 (Cth);
• we, us and our refer to Engenesis Services Pty Ltd (ABN 75 616 893 700), Being Profile Pty Ltd (ABN 16 632 335 258), and include any of its related bodies corporate.
• you refers to you the user of our website, products, applications and platforms across the Engenesis Ecosystem
• the singular includes the plural and vice versa.


3. License to use and fees

• We grant you a non-exclusive license to use our services only for the purpose of accessing the information available from our website, applying for and accessing our platform, activities, and initiatives and using the provided contact details or online form.
• The license granted under section 3 is for the period until such time as these Terms of Use terminate in accordance with section 13.


4. Using our website and services

By using our website and our programs and initiatives you understand, confirm, acknowledge and agree that:

• the data and information on the website are provided to you in good faith for informational and donation purposes only. It is not intended for any other purposes;
• we do not endorse or recommend the services or offering of any individual, firm or company that may be referred or introduced to you by us via the website or via our programs or initiatives;
• the posting of any content does not constitute any offer or supply of goods or services by us to you;
• we do not make any representations or warranties in relation to the website content and in particular as to whether it is reliable, accurate, up to date or complete;
• we do not warrant that the website will be uninterrupted, timely, secure, or error-free; and
• if you use a link to our website, you will include on your own website any disclaimer, notices or pop up pages that we may require in order to advise users that they are being redirected to our website.


5. Limitation of liability

To the extent permitted by law, neither we, nor any of our employees, agents or officers are liable to you for any direct or indirect loss or liability arising from, or any costs, charges or expenses you incur in connection with:

• information published, displayed or available on our services;
• your use of our services;
• any action taken, failure to act, decision made or reliance by you on the basis of the website content and the data and information in the website;
• any modification, suspension or discontinuance of our website;
• any errors or delays in the website content, or for any actions you or third parties may take in reliance on it;
• your use of any services, products or offering provided by any individual, firm or company referred by us to you via the website. This limitation applies whether your claim would otherwise arise in contract, under the law of torts (including negligence), by statute or otherwise.


6. Indemnity

You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:
• any content you submit, post, transmit or make available through the website;- your use of the website and our programs, activities, and initiatives; and- any violation of these Terms of Use.


7. Website security

We do not guarantee that information transmitted over the internet is totally secure. Therefore, when you send us information you do so at your own risk. Once we have received it, we take reasonable steps to keep the information secure while it is in our own systems but we do not guarantee that it is secure.

Your use of our website is at your own risk. We do not guarantee that our website is free from viruses, or that access to our website, programs or initiatives will be uninterrupted. You should, therefore, ensure that your equipment is protected from viruses and any other interference that could damage your equipment.


8. Information about you & your privacy

Our Privacy Policy sets out how we deal with personal information generally. If these Terms of Use are inconsistent with our Privacy Policy, these Terms of Use will take precedence.


9. Collecting information & cookies

When you use our website, we may collect personal information about you. Ordinarily, we tell you the purposes for which we collect that information when it is collected.

As a general rule, we only collect such information which is necessary for us to receive your donations and to involve you in our programs, campaigns and initiatives or to maintain our relationship with you.

The information we collect about you depends on how you use our website and may involve the use of “cookies”. Please refer to our Privacy Policy for details on how we may use cookies on our website.


10. Third party websites

Our website may contain links to other websites operated by third parties. We do not endorse or otherwise approve the owners or operators of the third party website, or the information, graphics, and material on those websites or the goods or services (including software) offered on those websites.

To the extent permitted by law, we are not responsible or liable for, and give no warranty in respect of, any third party website or the goods and services (including software) offered on any third party website or any information appearing on any website we may offer.

We may receive payments from third parties in relation to goods or services supplied or received as a result of users and third parties accessing any links to third party websites contained in our website.

Third party websites are not subject to our privacy standards so you should review the privacy policy and any other relevant notice that appears on a third party website.


11. Copyright & trademarks

The material on our website is protected by copyright. Other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), you must not reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of it without our prior written consent.

Our website includes registered trademarks owned by us (or our licensors). You must not use any of these trademarks in any way without our prior written consent.

By accessing the website, you agree not to redistribute the information obtained from the website, or through another user of our website without our prior written consent.


12. Permitted use and license

You agree to not use the website:

• for any purpose that is unlawful or prohibited by these Terms of Use;
• in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party’s use and enjoyment of the website;
• to attempt to gain unauthorised access to any service, other accounts, computer systems or networks connected to our server or services through hacking, password mining or any other means;- to attempt to obtain any materials or information through any means not intentionally made available through our website;
• to impersonate any person or entity;
• to submit through any online form or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unless expressly authorised to do so;

The information on our website, the services and these Terms of Use have been prepared in accordance with the laws of the State of New South Wales, and the Commonwealth of Australia. The website may not comply with the laws of any other country.


13. Termination and modification of service

We may in our sole discretion immediately suspend, terminate or limit your access to the website if we deem that you are in breach of the Terms of Use or our Privacy Policy.

We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the website.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the website (or any part thereof) with or without notice.


14. Changes to these Terms of Use

This statement sets out our current Terms of Use. It replaces any other Terms of Use which we have previously issued.

We may amend these Terms of Use at any time. If we do, we will publish the amended version on our website (www.engenesis.com/privacy). By accepting these Terms of Use, you agree that our publishing of an amended version will be sufficient notice of any changes and that your subsequent access to, viewing, reliance on or other use of our website will constitute your acceptance of those amendments.

Changes to the fee schedule will take effect 30 days after this change is published on our website.

We suggest you periodically review our Terms of Use for any changes.

All information on the website and provided with the services is subject to change without notice.


15. Contacting us

If you have any questions regarding these Terms of Use please contact us at hello@beingprofile.com

Engenesis.io

1. Background and Introduction to Terms of Use

Through our websites, products, applications and platforms across the Engenesis Ecosystem, we may provide you with information regarding our company, related entities, our programs, and offerings, as well as our contact information.

These Terms of Use outline what you need to be aware of when you use our website, products, applications and platforms across the Engenesis Ecosystem, link to them from your own site or visit other sites via a link from our website. These terms set out the legal relationship between you and the Engenesis entity that owns or operates the product that you are using.

By accessing, viewing, relying on or otherwise using our website, you accept these Terms of Use and agree to be bound by them and by any other notice contained on our website (as amended from time to time).

If you do not accept these Terms of Use you are not authorised to use our website or our services.


2. Meaning of words

In these Terms of Use:

• notice includes a disclaimer, a disclosure or other statement, a consent and terms of use; and
• related body corporate has the meaning given in the Corporations Act 2001 (Cth);
• we, us and our refer to Engenesis Services Pty Ltd (ABN 75 616 893 700), Being Profile Pty Ltd (ABN 16 632 335 258), and include any of its related bodies corporate.
• you refers to you the user of our website, products, applications and platforms across the Engenesis Ecosystem
• the singular includes the plural and vice versa.


3. License to use and fees

• We grant you a non-exclusive license to use our services only for the purpose of accessing the information available from our website, applying for and accessing our platform, activities, and initiatives and using the provided contact details or online form.
• The license granted under section 3 is for the period until such time as these Terms of Use terminate in accordance with section 13.


4. Using our website and services

By using our website and our programs and initiatives you understand, confirm, acknowledge and agree that:

• the data and information on the website are provided to you in good faith for informational and donation purposes only. It is not intended for any other purposes;
• we do not endorse or recommend the services or offering of any individual, firm or company that may be referred or introduced to you by us via the website or via our programs or initiatives;
• the posting of any content does not constitute any offer or supply of goods or services by us to you;
• we do not make any representations or warranties in relation to the website content and in particular as to whether it is reliable, accurate, up to date or complete;
• we do not warrant that the website will be uninterrupted, timely, secure, or error-free; and
• if you use a link to our website, you will include on your own website any disclaimer, notices or pop up pages that we may require in order to advise users that they are being redirected to our website.


5. Limitation of liability

To the extent permitted by law, neither we, nor any of our employees, agents or officers are liable to you for any direct or indirect loss or liability arising from, or any costs, charges or expenses you incur in connection with:

• information published, displayed or available on our services;
• your use of our services;
• any action taken, failure to act, decision made or reliance by you on the basis of the website content and the data and information in the website;
• any modification, suspension or discontinuance of our website;
• any errors or delays in the website content, or for any actions you or third parties may take in reliance on it;
• your use of any services, products or offering provided by any individual, firm or company referred by us to you via the website. This limitation applies whether your claim would otherwise arise in contract, under the law of torts (including negligence), by statute or otherwise.


6. Indemnity

You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:
• any content you submit, post, transmit or make available through the website;- your use of the website and our programs, activities, and initiatives; and- any violation of these Terms of Use.


7. Website security

We do not guarantee that information transmitted over the internet is totally secure. Therefore, when you send us information you do so at your own risk. Once we have received it, we take reasonable steps to keep the information secure while it is in our own systems but we do not guarantee that it is secure.

Your use of our website is at your own risk. We do not guarantee that our website is free from viruses, or that access to our website, programs or initiatives will be uninterrupted. You should, therefore, ensure that your equipment is protected from viruses and any other interference that could damage your equipment.


8. Information about you & your privacy

Our Privacy Policy sets out how we deal with personal information generally. If these Terms of Use are inconsistent with our Privacy Policy, these Terms of Use will take precedence.


9. Collecting information & cookies

When you use our website, we may collect personal information about you. Ordinarily, we tell you the purposes for which we collect that information when it is collected.

As a general rule, we only collect such information which is necessary for us to receive your donations and to involve you in our programs, campaigns and initiatives or to maintain our relationship with you.

The information we collect about you depends on how you use our website and may involve the use of “cookies”. Please refer to our Privacy Policy for details on how we may use cookies on our website.


10. Third party websites

Our website may contain links to other websites operated by third parties. We do not endorse or otherwise approve the owners or operators of the third party website, or the information, graphics, and material on those websites or the goods or services (including software) offered on those websites.

To the extent permitted by law, we are not responsible or liable for, and give no warranty in respect of, any third party website or the goods and services (including software) offered on any third party website or any information appearing on any website we may offer.

We may receive payments from third parties in relation to goods or services supplied or received as a result of users and third parties accessing any links to third party websites contained in our website.

Third party websites are not subject to our privacy standards so you should review the privacy policy and any other relevant notice that appears on a third party website.


11. Copyright & trademarks

The material on our website is protected by copyright. Other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), you must not reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of it without our prior written consent.

Our website includes registered trademarks owned by us (or our licensors). You must not use any of these trademarks in any way without our prior written consent.

By accessing the website, you agree not to redistribute the information obtained from the website, or through another user of our website without our prior written consent.


12. Permitted use and license

You agree to not use the website:

• for any purpose that is unlawful or prohibited by these Terms of Use;
• in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party’s use and enjoyment of the website;
• to attempt to gain unauthorised access to any service, other accounts, computer systems or networks connected to our server or services through hacking, password mining or any other means;- to attempt to obtain any materials or information through any means not intentionally made available through our website;
• to impersonate any person or entity;
• to submit through any online form or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unless expressly authorised to do so;

The information on our website, the services and these Terms of Use have been prepared in accordance with the laws of the State of New South Wales, and the Commonwealth of Australia. The website may not comply with the laws of any other country.


13. Termination and modification of service

We may in our sole discretion immediately suspend, terminate or limit your access to the website if we deem that you are in breach of the Terms of Use or our Privacy Policy.

We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the website.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the website (or any part thereof) with or without notice.


14. Changes to these Terms of Use

This statement sets out our current Terms of Use. It replaces any other Terms of Use which we have previously issued.

We may amend these Terms of Use at any time. If we do, we will publish the amended version on our website (www.engenesis.com/privacy). By accepting these Terms of Use, you agree that our publishing of an amended version will be sufficient notice of any changes and that your subsequent access to, viewing, reliance on or other use of our website will constitute your acceptance of those amendments.

Changes to the fee schedule will take effect 30 days after this change is published on our website.

We suggest you periodically review our Terms of Use for any changes.

All information on the website and provided with the services is subject to change without notice.


15. Contacting us

If you have any questions regarding these Terms of Use please contact us at hello@engenesis.com

Xeali

1. Background and Introduction to Terms of Use

Through our websites, products, applications and platforms across the Engenesis Ecosystem, we may provide you with information regarding our company, related entities, our programs, and offerings, as well as our contact information.

These Terms of Use outline what you need to be aware of when you use our website, products, applications and platforms across the Engenesis Ecosystem, link to them from your own site or visit other sites via a link from our website. These terms set out the legal relationship between you and the Engenesis entity that owns or operates the product that you are using.

By accessing, viewing, relying on or otherwise using our website, you accept these Terms of Use and agree to be bound by them and by any other notice contained on our website (as amended from time to time).

If you do not accept these Terms of Use you are not authorised to use our website or our services.


2. Meaning of words

In these Terms of Use:

• notice includes a disclaimer, a disclosure or other statement, a consent and terms of use; and
• related body corporate has the meaning given in the Corporations Act 2001 (Cth);
• we, us and our refer to Engenesis Services Pty Ltd (ABN 75 616 893 700), Being Profile Pty Ltd (ABN 16 632 335 258), and include any of its related bodies corporate.
• you refers to you the user of our website, products, applications and platforms across the Engenesis Ecosystem
• the singular includes the plural and vice versa.


3. License to use and fees

• We grant you a non-exclusive license to use our services only for the purpose of accessing the information available from our website, applying for and accessing our platform, activities, and initiatives and using the provided contact details or online form.
• The license granted under section 3 is for the period until such time as these Terms of Use terminate in accordance with section 13.


4. Using our website and services

By using our website and our programs and initiatives you understand, confirm, acknowledge and agree that:

• the data and information on the website are provided to you in good faith for informational and donation purposes only. It is not intended for any other purposes;
• we do not endorse or recommend the services or offering of any individual, firm or company that may be referred or introduced to you by us via the website or via our programs or initiatives;
• the posting of any content does not constitute any offer or supply of goods or services by us to you;
• we do not make any representations or warranties in relation to the website content and in particular as to whether it is reliable, accurate, up to date or complete;
• we do not warrant that the website will be uninterrupted, timely, secure, or error-free; and
• if you use a link to our website, you will include on your own website any disclaimer, notices or pop up pages that we may require in order to advise users that they are being redirected to our website.


5. Limitation of liability

To the extent permitted by law, neither we, nor any of our employees, agents or officers are liable to you for any direct or indirect loss or liability arising from, or any costs, charges or expenses you incur in connection with:

• information published, displayed or available on our services;
• your use of our services;
• any action taken, failure to act, decision made or reliance by you on the basis of the website content and the data and information in the website;
• any modification, suspension or discontinuance of our website;
• any errors or delays in the website content, or for any actions you or third parties may take in reliance on it;
• your use of any services, products or offering provided by any individual, firm or company referred by us to you via the website. This limitation applies whether your claim would otherwise arise in contract, under the law of torts (including negligence), by statute or otherwise.


6. Indemnity

You agree to indemnify and hold us harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:
• any content you submit, post, transmit or make available through the website;- your use of the website and our programs, activities, and initiatives; and- any violation of these Terms of Use.


7. Website security

We do not guarantee that information transmitted over the internet is totally secure. Therefore, when you send us information you do so at your own risk. Once we have received it, we take reasonable steps to keep the information secure while it is in our own systems but we do not guarantee that it is secure.

Your use of our website is at your own risk. We do not guarantee that our website is free from viruses, or that access to our website, programs or initiatives will be uninterrupted. You should, therefore, ensure that your equipment is protected from viruses and any other interference that could damage your equipment.


8. Information about you & your privacy

Our Privacy Policy sets out how we deal with personal information generally. If these Terms of Use are inconsistent with our Privacy Policy, these Terms of Use will take precedence.


9. Collecting information & cookies

When you use our website, we may collect personal information about you. Ordinarily, we tell you the purposes for which we collect that information when it is collected.

As a general rule, we only collect such information which is necessary for us to receive your donations and to involve you in our programs, campaigns and initiatives or to maintain our relationship with you.

The information we collect about you depends on how you use our website and may involve the use of “cookies”. Please refer to our Privacy Policy for details on how we may use cookies on our website.


10. Third party websites

Our website may contain links to other websites operated by third parties. We do not endorse or otherwise approve the owners or operators of the third party website, or the information, graphics, and material on those websites or the goods or services (including software) offered on those websites.

To the extent permitted by law, we are not responsible or liable for, and give no warranty in respect of, any third party website or the goods and services (including software) offered on any third party website or any information appearing on any website we may offer.

We may receive payments from third parties in relation to goods or services supplied or received as a result of users and third parties accessing any links to third party websites contained in our website.

Third party websites are not subject to our privacy standards so you should review the privacy policy and any other relevant notice that appears on a third party website.


11. Copyright & trademarks

The material on our website is protected by copyright. Other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), you must not reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of it without our prior written consent.

Our website includes registered trademarks owned by us (or our licensors). You must not use any of these trademarks in any way without our prior written consent.

By accessing the website, you agree not to redistribute the information obtained from the website, or through another user of our website without our prior written consent.


12. Permitted use and license

You agree to not use the website:

• for any purpose that is unlawful or prohibited by these Terms of Use;
• in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party’s use and enjoyment of the website;
• to attempt to gain unauthorised access to any service, other accounts, computer systems or networks connected to our server or services through hacking, password mining or any other means;- to attempt to obtain any materials or information through any means not intentionally made available through our website;
• to impersonate any person or entity;
• to submit through any online form or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unless expressly authorised to do so;

The information on our website, the services and these Terms of Use have been prepared in accordance with the laws of the State of New South Wales, and the Commonwealth of Australia. The website may not comply with the laws of any other country.


13. Termination and modification of service

We may in our sole discretion immediately suspend, terminate or limit your access to the website if we deem that you are in breach of the Terms of Use or our Privacy Policy.

We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the website.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the website (or any part thereof) with or without notice.


14. Changes to these Terms of Use

This statement sets out our current Terms of Use. It replaces any other Terms of Use which we have previously issued.

We may amend these Terms of Use at any time. If we do, we will publish the amended version on our website (www.engenesis.com/privacy). By accepting these Terms of Use, you agree that our publishing of an amended version will be sufficient notice of any changes and that your subsequent access to, viewing, reliance on or other use of our website will constitute your acceptance of those amendments.

Changes to the fee schedule will take effect 30 days after this change is published on our website.

We suggest you periodically review our Terms of Use for any changes.

All information on the website and provided with the services is subject to change without notice.


15. Contacting us

If you have any questions regarding these Terms of Use please contact us at hello@engenesis.com



Engenesis Services Terms & Conditions

This document dictates the Terms and Conditions of conducting work between Engenesis Services Pty Ltd ACN 616 893 700 and its clients (“Recipient”).

BACKGROUND

A. The Recipient requires the Service Provider to perform the Services.

B. The Service Provider agrees to provide the Services in accordance with the Deliverables and Service Levels and on the terms and conditions of this Agreement.

OPERATIVE PROVISIONS:

1. DEFINITIONS

1.1 In this Agreement, unless the contrary intention appears from the context:

"Agreement" means this document and any annexure to this document which may include Statement of Work (SoW) or Business Requirements Document (BRD).

“Commencement Date” means the date the project is approved by the Recipient.

“Applicable Requirements” means any legislation, code of practice or arrangement which from time to time regulates or affects the Services or the activities to which the Services relate.

“Service Provider’s Affiliates” means a related body corporate of the Service Provider (“Related Affiliate”), an agent or franchisee of the Service Provider or a Related Affiliate, or any other person which the Service Provider or a Related Affiliate licenses or permits to conduct any services on its behalf or with its authority.

"Confidential Information" means:

a) any information which is by its nature confidential, regardless of the form or medium of that information; and

b) any other information relating to the business, computer systems or affairs of the Service Provider, the Service Provider’s Affiliates, or their customers (including personal information), including designs, proposals, contracts, financial details, marketing strategies, policies, products, services, processes, operating practices and procedures, business plans, reports, plans and documents, which is or has been disclosed (whether orally, electronically, in writing or otherwise), or otherwise obtained by the Recipient, but excludes information which:

c) was in the public domain at the time of its receipt by the Service Provider; or

d) became part of the public domain after its receipt by the Recipient, otherwise than through a disclosure by the Service Provider, or any person to whom it has disclosed Confidential Information.

“Cessation Date” means the date the deliverables in the SoW are completed.

“Customer Data” means all data and material that is provided by the Recipient and used in respect of the receipt of the Services by the Recipient.

“Deliverables” means the deliverables to be achieved by the Service Provider in providing the Services and specified in the SoW or any Work Order.

“Fees” means the fees payable to the Service Provider for performing the Services defined in the SoW or any Work Orders.

“Force Majeure Event” means:

a) in respect of obligations other than any obligation to pay money, any act of God, act of public enemy, war, blockade, revolution, riot, insurrection, civil commotion, Denial of Service (DOS) or Distributed Denial of Service (DDOS) attack, third party provider outages, cable cuts, lightning, storm, flood, fire, earthquake, explosion, industrial strike, disputes, actions or other matters, frustration or hindrance by a Governmental Agency or embargo, in each case to the extent beyond the reasonable control of a party, and any other event beyond the reasonable control of a party; and

b) in respect of obligations to pay money, a general, specific or local failure of systems or networks involved in the transmission of money in a banking system, to the extent beyond the reasonable control of a party.

“GST” has the meaning it has in the GST Act.

“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“GST Exclusive Consideration” means any consideration payable under this Agreement that does not include an amount referable to as GST.

“Insolvent” means a party:

a) enters into any arrangement between itself and any creditors;

b) ceases to be able to pay its debts as and when they become due;

c) ceases to carry on business;

d) enters into liquidation or any form of insolvency administration; or

e) has a receiver, a receiver and manager, a trustee in bankruptcy, and administrator, a liquidator, a provisional liquidator or other like person

Appointed to the whole or any part of its assets or business.

“Intellectual Property” means all intellectual property rights conferred by law (whether registered or unregistered) including:

a) business names;

b) trade or service marks;

c) patents, patent applications, drawings, discoveries, inventions,improvements, trade secrets, technical data, formulae, computer programs, data bases, know how, production methodologies, logos, designs, design rights, copyright or similar industrial or intellectual property rights;

d) copyright and moral rights; and

e) any improvements, developments, modifications or inventions in relation to the above intellectual property.

“Minimum Insurance” means the insurances for any minimum agreed amount.

“Privacy Act” means the Privacy Act 1988 (Cth), as amended from time to time including the Privacy Amendment (Enhancing Privacy Protection) Act 2012.

“Rebate” means the amount or the amount calculated in the Sow or Work Order.

"Services" means the services to be provided by the Service Provider as set out in the Sow or in any Work Orders.

“Service Levels” means the service levels to be achieved by the Service Provider in providing the Services and specified in the Sow or set out in any Work Orders.

“Tax Invoice” has the meaning is has in the GST Act.

“Work Order” means a work order which has been executed by the parties and represents a separate agreement on the terms of this Agreement.

2. TERM OF CONTRACT

This Agreement commences on the Commencement Date and, subject to the completion of all Services to the Recipient’s reasonable satisfaction and earlier termination in accordance with clause 10, continues until the Cessation Date.

3. CONTRACT FOR SERVICE

3.1 Where the Service Provider is an individual, clause 3.2 applies. In all other circumstances, clause 3.3 shall apply.

3.2 Subject to clause 3.1, the Service Provider is an independent contractor and is not an employee of the Recipient. The relationship between the Service Provider and the Recipient is not to be construed as one of employer and employee, nor of master and servant.

3.3 Subject to clause 3.1, this Agreement is a contract for services and is not to be construed as an employment contract. Any individual who provides Services on behalf of the Service Provider under the terms of this agreement is solely an employee of the Service Provider and is not an employee of the Recipient. The relationship between such individual and the Recipient is not to be construed as one of employer and employee, nor of master and servant.

4. SERVICES PROVIDED BY SERVICE PROVIDER

4.1 This agreement consists of:

a) these general terms; and

b) the SoW; and

c) any Work Orders.

4.2 Commencement

The Service Provider will commence the provision of the Services on the Commencement Date.

4.3 Services

The Service Provider will provide the Recipient with the Services set out in the SoW and in each Work Order, in compliance with the Service Levels and otherwise in accordance with the terms of this agreement.

5. SERVICE PROVIDER’S OBLIGATIONS AND WARRANTIES

5.1 The Service Provider agrees to:

a) provide the Services to the Recipient in an efficient, professional, and best- practice manner, and to meet the Deliverables and Service Levels, and any other specifications as agreed between the parties from time to time, and provide immediate notice of any delay;

b) comply with the Applicable Requirements, including occupational health and safety requirements as notified by the Recipient from time to time.

5.2 The Service Provider warrants that:

a) it has the authority to enter into this Agreement, and the appropriate licences, rights and/or title to any products or materials provided in connection with the Services;

b) it possesses all necessary skills, expertise, qualifications, authorisations and any other statutory requirements necessary to perform the Services in accordance with this Agreement;

c) it understands and is able to meet the Applicable Requirements, the Deliverables and Service Levels and the Recipient’s requirements and specifications (as notified from time to time) in providing the Services; and

d) the use by the Recipient of any products or materials provided in connection with the Services will not breach any the intellectual property rights of any third party.

5.3 To the maximum extent permitted by law, the Service Provider expressly excludes all warranties, conditions and representations, whether express or implied, unless otherwise set out in this Agreement.

5.4 The Service Provider expressly excludes any warranty that any software, code, data, materials or processes provided by the Service Provider in accordance with this Agreement is free from any defect or bug not detected during the Term.

5.5 The Recipient agrees that it has not relied on any warranty or representation (whether oral or written) in relation to the subject matter of this Agreement made by any person.

6. FEES AND PAYMENT

6.1 The Recipient agrees that any deposits made are non-refundable.

6.2 The Recipient will pay any undisputed and valid Tax Invoice within the due date indicated on the invoice.

6.3 Where the Recipient considers that an invoice is not correctly rendered, the Recipient will within 14 days of receiving the invoice issue to the Service Provider a notice setting out the reasons for the non-compliance and identifying any amounts which are in dispute. If the dispute relates to the:

a) amount of the invoice, the Recipient will pay the undisputed portion of the invoice but may withhold the balance pending resolution of the dispute.

b) form of the invoice, the Recipient may withhold payment of all amounts under the invoice until the Service Provider resubmits the invoice in a form that complies with this agreement.

6.4 If any dispute relating to an invoice exists which cannot be settled by negotiation between the parties and therefore must be referred for determination by representatives of each party in accordance with clause 13, the Recipient must pay the disputed amount into an escrow account administered by the solicitor of the Recipient. The Recipient must provide written confirmation of such payment to the Service Provider within 24 hours of payment into this account.

6.5 If the Service Provider incurs additional third-party costs in relation to the Services during the Term, the Service Provider may increase the Fees payable by the Recipient by providing the Recipient with 30 days’ written notice.

6.6 The Recipient may withhold the Rebate from any Fees payable, on the terms set out in the SoW and in each Work Order, if the Service Provider fails to meet the Deliverables or Service Levels as specified in the SoW and in each Work Order.

6.7 The Recipient must pay interest of 10% per annum on all overdue amounts, including on any GST payable, in connection with the overdue payments, calculated daily from the due date until paid in full.

6.8 If the Recipient fails to pay any amount owed to the Service Provider under this Agreement, the Service Provider may suspend the provision of the Services and the licence granted under clause 7.8 until payment of all amounts owed to the Service Provider by the Recipient is made.

6.9 If the Recipient fails to pay any amount owed to the Service Provider under this Agreement, the Service Provider may rescind any offer of discount or special service offered or provided to the Recipient.

7. INTELLECTUAL PROPERTY

7.1 The ownership of both parties’ intellectual property rights in existence prior to the commencement of this Agreement are unaffected by any term of this Agreement.

7.2 Any intellectual property developed by the Service Provider during the course of this Agreement, including but not limited to code, data, materials or processes, is owned by the Service Provider.

7.3 Except as may otherwise be specified in this Agreement, all Intellectual Property rights in the Customer Data are and will remain the property of the Recipient.

7.4 The Recipient grants the Service Provider a royalty-free, non-exclusive, revocable licence to use the Customer Data to the extent necessary to perform its obligations under this Agreement. The Recipient grants to the Service Provider a royalty-free, non-revocable licence to use the source code and processes that may form part of the Deliverables in parts, and not in its entirety as a product, in other projects and at its own discretion.

7.5 Subject to clause 7.8, the Service Provider grants to the Recipient a royalty-free, non- exclusive, non-revocable licence to use any software, source code, product or process that may form part of the Services.

7.6 Subject to clauses 6.8 and 7.2, the parties agree that upon the Cessation Date of this Agreement, all Intellectual Property in the Deliverables is owned by the Recipient.

 7.7 Except as may be expressly provided otherwise in any head licensor’s terms as notified by the Service Provider to the Recipient, all the Service Provider’s Intellectual Property is and remains the property of the Service Provider or its licensor (as applicable), and the Recipient obtains no rights or interests in the Service Provider Intellectual Property or any component thereof.

7.8 The Recipient must not reverse engineer any software, source code, product or process that may form part of the Services.

7.9 The Recipient agrees the Service Provider may use any Intellectual Property incidental or in relation to the Services and the Deliverables in any portfolio or statement of project experience as required by the Service Provider from time to time. 

8. INDEMNITY AND INSURANCE

8.1 The Recipient agrees to indemnify the Service Provider against all direct and indirect claims, demands, charges, expenses or losses made against or incurred by the Service Provider as a direct or indirect result of:

a) any breach this Agreement by the Recipient or its employees, agents, contractors, suppliers or advisors;

b) any breach of law by the Recipient or its employees, agents, contractors, suppliers or advisors;

c) any negligent or wilful act or omission by the Recipient or its employees, agents, contractors, suppliers or advisors; or

d) any breach of the Service Provider’s intellectual property, confidential information or its privacy policy.

8.2 The Recipient must not, during the Term, use the Services or the Deliverables in a manner that may:

a) bring the Service Provider into disrepute;

b) cause damage to the goodwill, reputation or business of the Service Provider;

c) amount to a breach of any law or regulation;

d) create an undue burden on the Service Provider as determined by the Service Provider from time to time;

e) impact the efficiency or security of the Services or the Deliverables;

f) infringe any third-party intellectual property rights; or

g) allow or cause the distribution of unsolicited or concealed email or any trojan horse, worm, malicious or destructive code or any instruction activating such code.

8.3 The Service Provider agrees to hold and maintain sufficient insurance to ensure it is able to meet its obligations to the Recipient, and the Recipient’s Affiliates under this Agreement, including the Minimum Insurances. Upon request by the Recipient, the Service Provider may provide certificates of currency of those insurances to the Recipient.

8.4 Notwithstanding any other clause in this Agreement, the parties agree that the liability of the Service Provider in relation to any loss incurred by the Recipient in connection with this Agreement is limited to the lesser of:

a) providing a remedy or workaround for any defect in the Services or the Deliverables;

b) an amount equal to the Fee payable to the Service Provider for the duration of the Work Order to which the loss is related; or

c) where the Service Provider is indemnified for such liability under any insurance policy, an amount equal to the amount received by the Service Provider under that insurance policy.

9. CONFIDENTIALITY AND PRIVACY

9.1 Both parties agree to take all reasonable measures to ensure the confidential information of the other party is protected against loss and against unauthorised access, use, modification, disclosure or other misuse and that only authorised representatives, employees and officers have access to such information.

9.2 The Recipient agrees to not post, publish or otherwise distribute any information, details or make any reference to the Service Provider or its clients on social media, online platforms or any form of publication unless authorised by the Service Provider in writing.

9.3 Each party may only use, disclose or reproduce the other party’s Confidential Information strictly for the purposes of complying with this Agreement.

9.4 The Recipient agrees:

a) to comply with those provisions of the Privacy Act which concern the security, use and disclosure of personal information (as defined in the Privacy Act) as if it were an APP entity, credit provider or a tax file number recipient as defined in the Privacy Act;

b) not to transfer any Confidential Information, or personal information outside of Australia, or allow parties outside of Australia to have access to it; and c) immediately notify the Service Provider of any breach of this clause 9 (including where the Recipient should reasonably suspect such a breach has occurred), and co-operate with the Service Provider in the investigation, or resolution, of any such breach, or any complaint alleging a privacy breach.

10. TERMINATION

10.1 Either party may terminate this Agreement:

a) if the other party commits a breach that is not capable of remedy;

b) if a breach notice has been delivered to the other party (“Breaching Party”) and the Breaching Party fails to remedy the breach within 14 days of it receiving the breach notice;

c) if there is a delay, including a delay beyond the reasonable control of a party, and it prevents the Services being completed (in whole or part) for a period of 30 days; or

d) immediately if the other party becomes Insolvent.

10.2 Notwithstanding any other clause in this Agreement, the Service Provider may terminate this Agreement in whole or in part by providing the Recipient with 30 days written notice.

10.3 The Recipient may terminate this Agreement by providing the Service Provider with 30 days’ written notice if the Service Provider increases the Fees in accordance with clause 6.5 by more than 10% in any 12 month period.

10.4 Termination of the Agreement (for whatever cause) will not affect any right or cause of action which has accrued to the date of termination.

11. OBLIGATIONS ON TERMINATION OR EXPIRY

11.1 Upon termination or expiry of this Agreement, the Recipient will promptly:

a) return to the Service Provider all copies of the Service Provider’s Confidential Information, and other property of the Service Provider;

b) cease accessing any of the Service Provider’s systems, electronic or communications links; and

c) deliver to the Service Provider a statutory declaration made by an authorised officer of the Recipient declaring that neither it nor its representatives, officers or employees have any material forms (including electronic copies) of the Service Provider’s Confidential Information or other materials in their possession, power or control.

12. GOODS AND SERVICES TAX (GST)

12.1 Terms used in this clause 12 have the same meaning as in the GST Act. The fees specified in this Agreement do not include an amount for GST unless otherwise stated.

12.2 Where GST is imposed on any supply made under this Agreement by one party (“Supplying Party”) to another party (“Receiving Party”), the Receiving Party must pay or provide the GST Exclusive Consideration for the supply and, in addition to and at the same time as the GST Exclusive Consideration is payable or to be provided, an additional amount calculated by multiplying the value of that GST Exclusive Consideration (without deduction or set-off) by the prevailing GST rate. This clause does not apply to a supply for which a GST inclusive consideration has been agreed.

13. DISPUTE RESOLUTION

Any dispute or difference between the parties arising from or in connection with this Agreement which cannot be settled by negotiation between the parties must be referred for determination by representatives of each party for at least 10 days, and, failing agreement, appointed of an arbitrator by the President of the Institute of Arbitrators & Mediators Australia (New South Wales Division).

14. SPECIAL CONDITIONS

This Agreement is subject to the Special Conditions (if any) set out in Item 10 Schedule 1 and in each Work Order. In the event of inconsistency between the Special Conditions and the provisions of the Agreement, the Special Conditions apply.

15. GENERAL

15.1 This Agreement is made under and governed by the laws of the State of New South Wales and both parties exclusively submit to the jurisdiction of courts of New South Wales and their respective appellate courts.

15.2 Notices to or by a party delivered in person are deemed to be given by the sender and received by the addressee at the address listed in this Agreement when delivered to the addressee: if by post, three (3) business days from and including the date of postage; or if by facsimile, when transmitted to the addressee provided that if transmission is on a day which is not a business day or is after 5.00 pm (addressee's time) on the next business day.

15.3 Any provision or the application of any provision of the Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction. A waiver of any right must be in writing, and does not affect any other rights.

15.4 An amendment or variation to this agreement is not effective unless it is in writing and signed by the parties. This Agreement may be signed in counterparts.

15.5 The Service Provider may assign or transfer this Agreement at any time, by providing written notice to the Recipient. The Recipient may not assign or transfer this Agreement.

15.6 If a party is unable, wholly or in part, by reason of a Force Majeure Event, to perform an obligation under this Agreement, the affected party will not be liable to the other party for a failure to perform that obligation and that obligation will be suspended to the extent and for the duration of the Force Majeure Event provided that the affected party gives the other party prompt notice with sufficient details of the relevant Force Majeure Event, including, to the extent known:

a) details of the obligation the affected party cannot perform;

b) a full description of the Force Majeure Event;

c) an estimate of the time during which the effects of the Force Majeure Event will continue; and

d) any measures proposed to be adopted to remedy or abate the Force majeure Event.

15.7 If a Force Majeure Event prevents a party from substantially performing its material obligations under this Agreement for longer than 60 days, then the other party may at the expiry of that period, provided the effects of the event of Force Majeure are still subsisting, give notice in writing to the affected party immediately terminating this Agreement.

15.8 Despite clause 15.6 and clause 15.7, the party affected by the Force Majeure Event must:

a) use reasonable endeavours to mitigate the effect of the Force Majeure Event upon its performance of this Agreement and to fulfil its obligations under this Agreement (but without prejudice to any party’s right to terminate this Agreement);

b) keep the other party informed of the steps being taken to mitigate the effect upon that party’s performance of this Agreement; and

c) when the period for which its obligations are affected by the Force Majeure Event ceases, recommence performance of all its affected obligations under this Agreement the subject of its original notice under clauses 15.6 and 15.7.

15.9 Clauses 15.6 and 15.7 do not apply to the extent that any Force Majeure Event is caused or contributed to by a breach of this agreement by the party claiming to be affected by the Force Majeure Event.