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TELESCOPE USER TERMS (Service Provider)

1. Overview

Voyage Financial Services Pty Limited (ACN 168 952 677), trading as Telescope (Telescope Financial Services, Telescope, us or we), has developed and operates a technology platform and website found at https://app.telescope.solutions (Platform). This document and/or the Platform webpage contains the terms and conditions on which we make the Platform available to you and provide the Services (as defined in section 3), (Terms). Any new features, updates, upgrades, improvements or augmentation of the Platform and associated features or services are Telescope’s and shall be subject to these Terms.

We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if that’s what we decide. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our discretion, is material,we’ll notify you. By continuing to access or use Telescope after revisions become effective, you agree to be bound by the new Terms. If you don’t agree to the new terms, please stop using Telescope.

These are the current Terms and replace any other terms and conditions of use previously provided,published or agreed between us. Any revisions to these Terms will take effect on and from the specified effective date or where no effective date is specified, when the revised Terms are posted on the Platform webpage.

It is important that you read and understand these Terms, as they form a legal contract that governs your use of the Platform and the Services (as defined in section 3). By applying for access to, or by using the Platform, and/or by accessing or using the Platform, you agree to be bound by these Terms.

2. Who are ‘you’?

For the purposes of these Terms, ‘you’ means you as a provider of financial products or services (or other types of products or services), or your organisation or business (including as a sole trader or independent contractor) that registers, accesses or uses the Platform (also referred to as “Service Provider”). If you are registering on behalf of your employer or principal, ‘you’ will be taken to have represented to us that you have authority to do so on their behalf and these Terms will be binding on your employer / principal.

3. Services

Telescope, through its Platform, is a digital information storage and retrieval service providing data collection and data access services to assist financial service providers such as the Service Provider to obtain information about their clients who have registered with Telescope (Clients) by: (a) collecting, aggregating, integrating, presenting and sharing Client Data in a format suitable for use by the Service Provider; and (b), granting access to Client Data to other services providers where authorised by the Client (Services). For the purposes of these Terms, “Client Data” means the information the Client enters on the Platform or is recorded against the Client’s record within the Platform and which is accessed or communicated to the Service Provider in accordance with these Terms.

4. Term

Subject to clauses ‎18 (Termination) and 24 ‎(j) (Survival of Provisions), these Terms will continue to apply for so long as your User Account is open, or you access Telescope or use the Services.

5. User Accounts

We will provide you with the ability to create a User Account with your own username and password to access the Platform and the Services (User). If we agree, you may have more than one User Account, for example if you reasonably require multiple User Accounts for your staff (Designated Users) so that you can obtain the full benefit of the Services. You must ensure that you, and (if applicable) each of your Designated Users, at all times comply with these Terms.

You must access the Platform with your User Account, or if you have more than one User Account, you must ensure that each Designated User uses their User Account to access the Platform. You must not, and you must ensure that each Designated User does not, share or transfer a User Account with or to any other person. You are responsible for maintaining the confidentiality of your User Account and (if applicable, each Designated User’s User Account), including usernames and passwords. You are solely responsible for the consequences of any use of your User Account (and if applicable, the use of each Designated User’s User Account), including usernames and passwords, including any use by third parties regardless of whether that use is authorised or permissible. You must notify us if you become aware of any unauthorised access to your User Account or a Designated User’s User Account and you must take all appropriate steps to mitigate any harm unauthorised access may cause.

To register for access and to use the Platform and the Services, you will be asked to provide such information as we may reasonably require. This information is referred to as your “Credentials”.

By registering with Telescope and providing the Credentials, you agree that you:

(a) are not impersonating any person or entity;

(b) are not intentionally or unintentionally violating any applicable state or federal law regarding use of personal or identification information;

(c) are authorised to create a User Account in the name of the company or organisation as the registered Service Provider or otherwise hold yourself out as having an association with the company or organisation; and

(d) will provide to us, on demand, evidence and verification of any Credentials in such form as we may require, however we are not obliged to check your Credentials.

We may, from time to time, use any of your Credentials to make our own enquiries as to the completeness, accuracy or truthfulness of your Credentials and the information you have provided to us. If you do not provide sufficient evidence within the time requested, we may suspend or cancel your User Account(s) (without prejudice to any other remedies we may have). Should we suspect or identify an individual to be inappropriately or unlawfully adopting a person or company’s identity we may without notice to you, disclose that information to any relevant persons or authorities.

6. Licence to use the Platform

Subject to payment of the Fees pursuant to clause ‎8 , we grant to you, a non-exclusive, non-transferable right to use the Platform, for the sole purposes of receiving the benefit of these Services, subject to these Terms.

You must not:

(a) commercially exploit or make available to any third party, the Platform or our Services in any way;

(b) use the Platform or the Services for any purposes other than the purposes for which it was designed and for which you have paid the Fees under these Terms;

(c) use the Platform or the Services in any way which violates the rights of a third party or infringes any other party’s intellectual property rights or for any inappropriate illegal or unlawful purpose; and

(d) interfere with or disrupt the integrity or performance of the Platform or the Services.

All rights not expressly granted by us to you in these Terms are reserved by us and our licensors. We reserve the right to, at any time, and without prior notice, disable or remove your User Accounts and/or access to the Platform or the Services in the event of any breach or suspected breach of these Terms.

If you have multiple User Accounts, you undertake that:

(a) you will not allow any User Accounts to be shared or used by more than one user. If further User Accounts are required, you must request, and we may in our discretion agree, to grant further User Accounts and Designated Users; and

(b) you shall, and you must ensure that each Designated User shall, keep a secure password for use of the Platform and Services and that such password shall be kept confidential.

7. Information and content

You warrant and represent to us that:

(a) all information you or your users provide is and shall remain accurate, true and correct and that you will update this information as soon as possible;

(b) each file that you initiate for a Client on the Platform (Client File) is for a genuine Client and has been validly and legitimately opened for the purposes of enabling Telescope to provide the Services;

(c) you hold all necessary privacy consent(s) and permission(s) to enable us to perform our obligations under these Terms; and

(d) you understand that we may share Client Data with other service providers as authorised by the Client in accordance with the terms applying between Telescope and the Client and our Privacy Policy.

We reserve the right to suspend your User Accounts at any time, if we believe that our brand, operations (including Telescope, the Platform and the Services) or business (including our clients, service providers, suppliers, partners or affiliates) may be adversely affected or harmed as a result of your continued use of the Platform and the Services.

8. Fees

You agree to pay us the fees (Fees), as set out in “Billing” on the Platform as amended and updated from time to time (Your Plan) for access to and use of the Platform and the Services in accordance with these Terms.

Unless otherwise expressly stated, the Fees are exclusive of any applicable GST. Except where otherwise agreed between us, the Fees (and any applicable GST) will be invoiced and automatically deducted from your nominated credit card, in advance. To the extent permitted by law, all amounts paid are non-refundable.

You agree to provide to us on request, such information as we may reasonably require including but not limited to details of your credit or debit card (Payment Information) and to do such things as we may reasonably require to establish satisfactory payment processes and effect payment of our Fees and all other amounts. You acknowledge that you may not be able to access the Platform or the Services until you have provided the required Payment Information, and paid any outstanding amounts.

‘GST’, ‘tax invoice’ and related terms have the same meanings as in the A New Tax System (Goods and Services Tax) Act 1999.

Your access to the Platform and/or Services will be suspended if any payment from your nominated credit card is rejected or any amount is not paid when due and payable.

9. Service Providers and Client Data

Service Providers are independent service providers and are not affiliated with Telescope in any way, other than as registered users of the Platform. Telescope does not endorse any Service Provider nor does it verify the suitability, skills, ability, degrees, qualifications, credentials, experience or background of any Service Provider. Telescope assumes no responsibility for any advice, information or services provided by or any act or omission of any Service Provider. Telescope exercises no control over the nature, quality, safety or legality of any Client dealings with Service Providers nor is Telescope a party to, involved in or responsible for any transactions Clients may enter into with Service Providers. To the maximum extent permitted by law, we give no guarantees and make no warranties or representations in relation to any of these aspects whether express or implied.

Telescope does not verify or check that Client Data is true, accurate and complete. In providing the Services, Telescope makes Client Data available on an ‘as is’ basis, as provided by the Client and does not undertake any monitoring, vetting, testing or screening over the quality, completeness, suitability or accuracy of the Client Data. Telescope does not purport to provide a complete, true or accurate record about the Client. It is the Service Provider’s responsibility to always independently verify and seek confirmation of the Client Data from the Client, and where necessary directly require the Client to amend or update the Client Data. Telescope makes no representation, warranty or guarantee that the supply of Client Data to Service Providers will result in a correct or accurate record, is all of the information required by the Service Provider or will assist the Service Provider or yield any particular result.

You acknowledge and agree that Telescope is not responsible for the storage, use, misuse or disclosure of Client Data by you or your Designated Users. Subject to your ongoing compliance with these Terms, for the duration of these Terms, you may download and retain a copy of Client Data associated with your User Accounts. You remain at all times responsible for downloading such data and retaining any backups of such data and retaining your own records generally, and for ensuring that such records are at all times are stored and handled in accordance with all applicable laws, in particular, laws relating to privacy.

You release Telescope and hold it harmless from and against all losses suffered by you or any person directly or indirectly in respect of the transmission of, or your storage or use of, any Client Data, the Services or the Platform by you, or accessed via your User Accounts.

Despite anything else in these Terms, you acknowledge and agree that Telescope may use, disclose or distribute to any person for any reason, Client Data or information regarding you or your Designated Users which has been de-identified.

10. Intellectual Property Rights

You own all content, information, data, and any other details or material that you have provided to us, or which has been entered and/or uploaded to the Platform by you, your Designated Users or via a User Account (Service Provider Content).

You acknowledge that the Client owns all Client Data, which we are licensed to use in respect to the Platform and the Services under a license granted to us by the Client. Subject to your compliance with these Terms and subject also to the Client authorising us to provide you with access to its Client Data, we grant to you a non-transferrable, limited sub-licence to access and use the Client Data solely for the purpose of the provision by you of services to the Client in accordance with any engagement or contract for services between you and the Client and these Terms. Where the Client revokes such authorisation (in accordance with the terms and conditions applying between us and the Client), the sub-licence will terminate.

If we modify, enhance, aggregate or otherwise adapt any Client Data or Service Provider Content (together, the Uploaded Content), we own such modifications, enhancements, aggregations and adaptions.

The Service Provider grants to Telescope a world-wide, irrevocable, royalty-free licence to use, display, copy, aggregate, modify, adapt and publish all Service Provider Content for any purpose relating to the Platform or the supply of the Services in accordance with our Privacy Policy and applicable laws.

Telescope owns all right, title and interest in, and all Intellectual Property Rights embodied in or associated with, its software, applications, the Platform and the Services and any modifications, enhancements, aggregations and adaptions thereof. Telescope does not grant the Service Provider or any Client any right, title or interest in or to the Services or Platform, other than the permission to use the Platform or Services pursuant to the limited licences in these Terms. Other than in respect to Uploaded Contact or Client Data, you retain ownership of any data and records you create during the course of interacting with your Clients and it is your responsibility to collect, maintain, store and handle such data in accordance with all applicable law, in particular those relating to privacy.

The URLs representing the Platform, “Telescope” marks and all related logos of our products and services as described on the Platform and elsewhere, are subject to copyright, trademark or other rights owned by Telescope (or Telescope’s licensors) and may not be copied, imitated or used, in whole or in part, without the prior written permission of Telescope.

In these Terms, “Intellectual Property Rights” in respect of a party means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secrets and all other intellectual property rights or derivatives thereof.

11. Disclaimer of warranties

Telescope, its related companies, officers, employees, licensors and suppliers provide the Platform and Services "as is" and without any warranty or condition, express, implied or statutory to the maximum extent permitted by law. Telescope, its related companies, officers, employees, licensors and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose to the maximum extent permitted by law.

We do not guarantee continuous, uninterrupted access to the Platform and the Services, and operation of the Platform may be affected by factors outside of our control. You are responsible for implementing appropriate security processes, systems and procedures to protect yourself from the download of any virus, worms, trojan horses or other code that has contaminating or destructive qualities. We cannot guarantee or warrant that any information or file you download from the Platform or which we deliver, or provide access to, will be free of such things. We may suspend your access to the Platform and the Services if you or your Designated Users have introduced any such things.

12. Service Provider Content

Without limiting anything else in these Terms, we do not have, and expressly disclaim, any liability in connection with any content, information, data, and any other details or material that you may provide to us, enter and/or upload to the Platform (Service Provider Content) or for any Client Data. We cannot guarantee, and make no representations in relation to the completeness or accuracy of any information or content appearing on the Platform, including information provided by you, the Client or other service providers.

You are solely responsible for your Service Provider Content. You warrant, and you must ensure in respect of your Service Provider Content that:

  1. its contents are complete accurate and true;
  2. it is not misleading, deceptive or materially inaccurate in any way, including in relation to the availability, nature, terms or conditions or any other matter relating to the services being offered or sought;
  3. it is compliant with all applicable laws and licensing requirements;
  4. it does not contain links to any external website other than the ones you own or are operated on your behalf, unless we have given our prior written consent; and
  5. you own or are licensed to use the Intellectual Property Rights in your Service Provider Content. This includes copyright in respect of any text, as well as the right to use or display any image or logo.

We are not under any obligation or duty to you or anyone else to monitor, consider, evaluate, assess, review, screen, censor or remove any information, material or data on the Platform including any Uploaded Content. We do not have (and expressly disclaim) any liability in connection with Uploaded Content including but not limited to any liability in connection with any deletion, loss, or unauthorised modification of any Uploaded Content.

We may use data within Client Data and Service Provider Content which is de-identified and used in accordance with applicable laws.

You indemnify us, and agree to keep us indemnified, from and against any claims by third parties arising your Service Provider Content; any claims against us arising from or in connection with the services you provide to Clients; or your use of the Platform and the Services, including any passing off or breach of Intellectual Property Rights any third party may bring against us.

13. Automated use of Telescope

Crawling, spidering or scraping of content is prohibited, except to the extent required by recognised search engines (e.g. Google) for the purposes of indexing the Platform’s public pages. You may not provide unauthorised interfaces to any of our applications.

14. Prohibited Content

Notwithstanding anything to the contrary in these Terms, you must not (and must ensure that your Designated Users, employees, agents and contractors do not) do any of the following without our prior express written permission:

  1. attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Platform or Services;
  2. take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including spam or other unsolicited mass e-mailing techniques;
  3. use the Platform or the Services for any objectionable or unlawful purpose, including the posting of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material;
  4. use the Platform or the Services in a way that would result in you breaching any applicable legislation or licensing obligations (including with respect to privacy) or any obligations you may owe to third parties;
  5. mislead or deceive others through any act or omission or make a false representation about your identity, including the impersonation of a real or fictitious person or using an alternative identity or pseudonym;
  6. publish advertising material of any kind or market any goods or services directly to other users in breach of the Spam Act 2003, Privacy Act 1988 or any other statute, code of practice or guideline;
  7. introduce any virus, worm, Trojan horse, malicious code or other program which may damage our, or any user’s, computers, computer software, or other computer equipment; and
  8. provide to any persons who are not your Designated Users or Clients, any part of the information, material and data included in or accessed via the Platform or the Services, except as permitted in these Terms.
15. Privacy and Spam Act 2003

We may collect, use and disclose your personal information for the purposes described in our Privacy Policy which is available on our Platform. We may send you emails about our services and other opportunities that may be of interest to you, including those of our partners or collaborators. You may elect not to receive certain types of notifications from us.

Your registration and use of the Platform is conditional upon you agreeing and complying with our Privacy Policy. You must also ensure you comply with the Spam Act 2003 at all relevant times. If you do not agree to us collecting, using or disclosing your personal information and Client Data in the manner contemplated by these Terms and our Privacy Policy, you must not use the Platform and Services.

If you intend to post any personal information on this Platform that relates to a third party (including their name, email address or phone number), you must obtain their consent before doing so.

If you have any questions or concerns relating to privacy, please contact us in accordance with the process and procedure set out in the Privacy Policy.

16. Links to other Platforms

The Platform may contain or use links and interfaces to other websites, applications, portals or gateways (Third Party Platforms). We have no control over Third Party Platforms and we are not responsible for, and expressly disclaim all liability arising out of, or in connection with, Third Party Platforms.

17. Continuity of Service

(a) Support Services

We will provide support for the Platform from Monday to Friday 9am to 5pm (AEST) excluding public holidays recognised in New South Wales (Support Hours). You can access our support services during Support Hours by contacting our support team at support@telescope.solutions.

(b) Continuity of Service

We will use all reasonable endeavours to ensure that the Platform and access to Client Data and your Service Provider Content via the Platform is available when you require it. We don’t however guarantee that the Platform, Client Data and your Service Provider Content will be available at all times.

(c) Scheduled Outage

We may make scheduled changes to the Platform from time to time (Scheduled Outages). Where practical, we will give you reasonable notice of any Scheduled Outage that is likely to affect your use of the Platform and Services, however Scheduled Outages conducted outside Support Hours may not be notified to you. We will endeavour to make any Scheduled Outage as short as possible and at a time of day where Telescope usage is low.

(d) Unscheduled Outage

While we use reasonable endeavours to ensure that outages are Scheduled Outages, from time to time we may need to make Unscheduled Outages if we determine, in our discretion, that an Unscheduled Outage is required for the security, operation or performance of the Platform including but not limited to enabling us to apply urgent patches or fixes, perform urgent or unanticipated maintenance or otherwise to enhance, repair or modify the Platform. An unscheduled outage means the unavailability of all or part of the Platform which is not a Scheduled Outages (Unscheduled Outage).

(e) Suspension of User Account

Notwithstanding any other provision in these Terms, we may at any time suspend your User Accounts and access to Telescope for any reason, including without cause. The most likely reasons why we might suspend your User Accounts or access to Telescope include (but shall not be limited to):

  1. you are in breach of these Terms;
  2. if you attract a higher than acceptable complaint rate or email bounces;
  3. you have not paid the Fees which are due and payable;
  4. a legal requirement, such as an injunction or due to an investigation by police or other law enforcement agency;
  5. if we have a security concern in relation to your User Accounts; or
  6. should Telescope form the view, in its absolute discretion, that its reputation, brand, operations (including its website, blogs and membership) or business (including its partners and affiliates) may be affected or harmed as a result of your use of Telescope.

Where practical and permissible, we will give you reasonable notice of any suspension unless the reason for the suspension relates to some wrongful conduct by you.

We will not have any liability in connection with any suspension of your User Accounts or your access to the Platform, regardless of the reason for suspension.

18. Termination (a) Termination by Us

We may terminate these Terms upon any breach of these Terms by you, by giving you written notice of the relevant breach, if the breach has not been remedied within 14 days of such notice. For substantial breaches (namely breaches of clauses 4-10, 12 or 14 of these Terms or for persistent and repeated minor breaches), or if by providing the Services to you we are in breach of any law, we may terminate these Terms immediately on notice to you.

(b) Termination by You

You may terminate these Terms at any time. You will retain access until the end of the current billing cycle, at which point, your access will cease.

If we have agreed to receive payment by a means other than credit card, you may terminate these Terms by giving us written notice of your intention to terminate not less than 30 days before the expiry of the relevant Renewal Term.

(c) Effect of termination

On termination of these Terms, subject to clause 9, your right to use and access the Platform and the Services will terminate. You are not entitled to a refund of all or any part of the Fees already paid.

19. Limitation of liability and indemnity

You use the Platform and Services entirely at your own risk. We will use our reasonable commercial endeavours to ensure that access to the Platform will be free of viruses, malware or other code that has contaminating or destructive qualities. You are responsible for implementing appropriate processes, systems and procedures to protect yourself from this type of risk.

You indemnify us, and agree to keep us indemnified, from and against any claim, loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your provision of services to Clients, your improper use of or conduct in connection with the Platform or the Services, including any breach by you of these Terms or any applicable law or licensing requirements.

To the maximum extent permitted by law, we exclude all implied representations and warranties which, but for these Terms, might apply in relation to your use of the Platform and the Services. To the extent that our liability cannot be excluded by law, our maximum liability, whether in contract, equity, statute or tort (including negligence), to you will be limited to $100.

Notwithstanding anything to the contrary in these Terms, in no circumstances will we be liable to you or any third party for any indirect, punitive or consequential loss or damages, loss of income, profits, goodwill, data, contracts, use of money or any loss or damages arising from or in any way connected to business interruption of any type, whether in tort, contract or otherwise.

20. Disputes

You are solely responsible for all queries and complaints concerning your provision of advice, information and services to Clients. Any disputes between you and a Client must be resolved between you and the Client without involving us.

Telescope and the Service Provider must attempt to settle by negotiation any dispute in relation to these Terms before resorting to external dispute resolution mechanisms. If a dispute is not settled by the parties within fourteen (14) days of one party sending to the other party written notice of the dispute, the dispute must be submitted to mediation. If the dispute is not settled by the parties within thirty (30) days of mediation, either party may commence court proceedings in relation to the dispute. However, a party may commence court proceedings relating to any dispute arising from these Terms at any time where that party seeks urgent interlocutory relief.

Notwithstanding the existence of any dispute, each party must continue to perform its obligations under these Terms, except where the performance of an obligation is the subject matter of the dispute.

21. Notices

Without limiting the other ways in which we may give notices to you, we may provide notices (including tax invoices) to you under these Terms by sending them to any email address you provide to us. You will be treated as having received any email sent by us instantly.

You may only give notices to us (which must be in writing) by delivering them personally, or sending them by certified mail, to our principle place of business, which is as follows:

Telescope

c/o Mayflower Consulting

Level 12, Plaza Building, Australia Square

95 Pitt Street

Sydney NSW 2000

22. Miscellaneous

(a) Feedback: We may collect feedback from Clients, you and other users about the Platform and Services for business purposes.

(b) Assignment and Novation: We may assign or novate any of our rights or obligations under these Terms without your consent. You are not allowed to assign, novate, delegate or sub-contract any of your rights and obligations under these Terms.

(c) No Waiver: A waiver of these Terms must be agreed to in writing. No failure, delay, relaxation or indulgence by us in exercising any right conferred under these Terms operates as a waiver of that right.

(d) Cumulative Rights: The rights, powers and remedies provided to us in these Terms are cumulative with and are not exclusive of the rights, powers or remedies provided by law independently of these Terms.

(e) Entire Agreement: These Terms constitute the entire agreement between us in relation to its subject matter. You acknowledge and agree that you have not relied on any representations by agreeing to these Terms, except those contained in these Terms.

(f) Governing Law and Jurisdiction: These terms and conditions must be construed and interpreted in accordance with the laws of the State of New South Wales, Australia and you submit to the non- exclusive jurisdiction of the Courts of that State.

(g) Relationship: Nothing in these Terms creates or is intended to create any relationship of agency, partnership, joint venture, employment or similar between the parties. You have no authority to bind us or our related entities in any way.

(h) Force Majeure: We will be under no liability to you in respect of anything which may constitute a breach of these Terms arising by reason of force majeure, or circumstances beyond our control including, but not limited to, acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, war, terrorism, civil commotion or civil authority, including acts of local government and parliamentary authority, inability to supply the Services, telecommunications failure, materials, breakdown of equipment and disputes of whatever nature and for whatever cause arising including, but without prejudice to the generality of the foregoing, work to rule, overtime bars, strikes and lock outs.

(i) Severance: If any part of these Terms is deemed unlawful, void or for any reason unenforceable then that provision is deemed to be severed from these Terms and does not affect the validity and enforceability of any remaining provisions of these Terms.

(j) Survival: Clauses 9-11, 13-15, 18-20 and 22 survive termination of these Terms.

(k) Interpretation: Unless it is inappropriate in the context:

  1. the singular includes the plural and vice versa;
  2. a reference to an individual or person includes a corporation, firm and government body and vice versa;
  3. a reference to ‘dollars’ or ‘$’ is to an amount in Australian currency;
  4. a reference to a party includes that party’s executors, administrators, substitutes, successors and permitted assigns;
  5. the meaning of general words is not limited by specific examples introduced by ‘including’, ‘such as’, ‘for example’ or ‘even if’, or other similar expressions;
  6. a reference to a document (including these Terms) includes the document as modified from time to time and any document replacing it;
  7. a reference to one gender includes each gender; and
  8. headings are included for convenience and do not affect interpretation.

TELESCOPE USER TERMS (Client)

1. Overview

Voyage Financial Services Pty Limited (ACN 168 952 677), trading as Telescope Financial Services (Telescope, us or we), has developed and operates a technology platform and website found at https://www.telescope.solutions (Platform). This document and/or the Platform webpage contains the terms and conditions on which we make the Platform available to you and provide the Services (as defined in section 3), (Terms). Any new features, updates, upgrades, improvements or augmentation of the Platform and associated features or services are Telescope’s and shall be subject to these Terms.

We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if that’s what we decide. We may revise these Terms from time to time and the most current version will always be posted on our website. If we consider (in our discretion) that a revision is material to your obligations, rights and responsibilities, we’ll notify you. By continuing to access or use Telescope after revisions become effective, you agree to be bound by the new Terms. If you don’t agree to the new terms, please stop using Telescope.

These are the current Terms and replace any other terms and conditions of use previously provided, published or agreed between us. Any revisions to these Terms will take effect on and from the specified effective date or where no effective date is specified, when the revised Terms are posted on the Platform webpage.

It is important that you read and understand these Terms, as they form a legal contract that governs your use of the Platform and the Services (as defined in section 3). By applying for access to, or by using the Platform, and/or by accessing or using the Platform, you agree to be bound by these Terms.

2. Who are ‘you’?

For the purposes of these Terms, ‘you’ or ‘Client’ means you, as the person who has registered as a client to use the Platform and the Services (as defined in section  ‎3 ) to facilitate the collection, storage, retrieval and sharing of your information and data.

For the purposes of these Terms:

  1. “Service Provider” is a provider of financial or related services who has registered with Telescope to use the Platform and the Services (as defined in section  ‎3 ) including to access the information and data of its clients.
  2. “Client Data” means the information, data and material which you, the Client, enters on the Platform, which is entered via your User Account (as defined in section 5) or which is otherwise recorded against your Client record within the Platform by members of your User Group.
  3. “User Group” means you and any other person you have authorised to upload, access and modify your Client Data in accordance with section  ‎6 .
3. Services

Telescope, through its Platform, is a digital information storage and retrieval service providing data collection and data access services to assist Service Providers to obtain information about you (and other clients of the Service Providers who have registered with Telescope) by: (a) collecting, aggregating, integrating, presenting and sharing Client Data in a format suitable for use by Service Providers; and (b), granting access to Client Data to Authorised Service Providers (as defined in section 9) and other members of your User Group (Services).

As a Client, your use of the Platform and the Services is without charge to you. Telescope receives a fee from Service Providers who use the Platform and the Services.

4. Term

These Terms will commence on the date you register with Telescope (Commencement Date) and will continue to apply (as amended from time to time) until such time as they are terminated under section ‎19 .

5. User Accounts

We will provide you with the ability to create a User Account with your own username and password to access the Platform and the Services (User Account).

You must access the Platform with your User Account. You must ensure that you comply with these Terms at all times when accessing the Platform and using the Services via your User Account. You must not share or transfer a User Account with or to any other person. You are responsible for maintaining the confidentiality of your User Account including usernames and passwords. You are solely responsible for the consequences of any use of your User Account, usernames and passwords, including any use by third parties regardless of whether that use is authorised or permissible. You must notify us if you become aware of any unauthorised access to your User Account or to your Client Data and you must take all appropriate steps to mitigate any harm unauthorised access may cause.

To register for access and to use the Platform and the Services, you will be asked to provide such information as we may reasonably require. This information is referred to as your “Credentials”.

By registering with Telescope and providing the Credentials, you agree that you:

(a) are not impersonating any person or entity;

(b) are not intentionally or unintentionally violating any applicable state or federal law regarding use of personal or identification information;

(c) will provide to us, on demand, evidence and verification of any Credentials in such form as we may require, however are not obliged to check your Credentials.

We may, from time to time, use any of your Credentials to make our own enquiries as to the completeness, accuracy or truthfulness of your Credentials and the information you have provided to us. If you do not provide sufficient evidence within the time requested, we may suspend or cancel your User Account and/or that of your User Group without prejudice to any other remedies we may have. Should we suspect or identify an individual to be inappropriately or unlawfully adopting a person or company’s identity we may without notice to you, disclose that information to any relevant persons or authorities.

6. User Group

You may via your User Account link other persons who have registered to use the Platform (for example family members and Service Providers) to your User Group. By linking a person to your User Group, you are authorising them to upload material to your Client record on the Platform (which will form part of your Client Data) and to modify and access your Client Data.

You may from time to time remove a person from your User Group at any time via your User Account. The nominated person’s access to your Client Data will cease when we process your request, which could take up to 48 hours. We may terminate a person’s access to the Platform and/or to your User Group without notice to you, if they breach our terms or policies or close their user account with us.

If you are authorised to access another person’s data via the Platform as a member of that person’s User Group, you must do so in accordance with these Terms.

7. Licence to use the Platform

Subject to your compliance with these Terms, we grant to you, for the Term, a non-exclusive, non-transferable right to use the Platform, for the sole purposes of receiving the benefit of these Services.

You must not:

(a) commercially exploit or make available to any third party, the Platform or our Services in any way;

(b) use the Platform or the Services for any purposes other than the purposes for which it was designed;

(c) use the Platform or the Services in any way which violates the rights of a third party or infringes any other party’s intellectual property rights or for any inappropriate illegal or unlawful purpose; and

(d) interfere with or disrupt the integrity or performance of the Platform or the Services.

All rights not expressly granted by us to you in these Terms are reserved by us and our licensors. We reserve the right to, at any time, and without prior notice, disable or remove your User Account and/or access to the Platform or the Services in the event of any breach or suspected breach of these Terms.

8. Information and content

You warrant and represent to us that:

(a) all information you provide is and shall remain accurate, true and correct and that you will update this information as soon as possible;

(b) you hold all necessary privacy consent(s) and permission(s) to enable us to perform our obligations under these Terms; and

(c) you agree that members of your User Group have access to and can upload and modify your Client Data and that we will share Client Data with members of your User Group including Authorised Service Providers as defined in section 9, (subject to these Terms and our Privacy Policy).

We reserve the right to suspend your User Account at any time if we believe that our brand, operations (including Telescope, the Platform and the Services) or business (including our clients, service providers,suppliers, partners or affiliates) may be adversely affected or harmed as a result of your continued use of the Platform and the Services.

9. Service Providers

The Platform allows you (via your User Account) to authorise one or more Service Providers (who are registered with Telescope) to access your Client Data. Where you authorise a Service Provider to access your Client Data on the Platform (Authorised Service Provider), the Authorised Service Provider becomes part of your User Group and will be able to upload, modify, access and download your Client Data. You may from time to time authorise additional Service Providers to join your User Group and access your Client Data (provided that each Service Provider has registered to use the Platform and has a current User Account).

You may withdraw your authorisation in respect to an Authorised Service Provider at any time via your User Account, for example where your engagement with the Authorised Service Provider comes to an end. The Authorised Service Provider’s access to your Client Data will cease when we process your request, which could take up to 48 hours. We may terminate an Authorised Service Provider’s access to your Client Data without notice to you, if the Authorised Service Provider breaches our terms or policies or closes their account with us.

Where you have withdrawn a Service Provider’s authorisation or we have terminated their access, the Service Provider may still be in possession of Client Data that they have downloaded from the Platform while they were authorised, including for risk management purposes. You acknowledge and agree that Telescope is not responsible for the storage, use, misuse or disclosure of Client Data by the Service Provider or by any member of your User Group. The Service Provider or other User Group member is responsible for ensuring that Client Data they possess is at all times stored and handled in accordance with all applicable laws, in particular, laws relating to privacy. You should ensure that the engagement between you and the Service Provider includes undertakings from the Service Provider that they will store or use your data in an appropriate manner in compliance with all laws.

You acknowledge that Service Providers are independent service providers and are not affiliated with Telescope in any way, other than as registered users of the Platform. By authorising a Service Provider as an Authorised Service Provider, you acknowledge that you have relied on your own inquiries and assessment of the Service Provider and their services.

Telescope is providing a Platform to facilitate the provision of your data and information to Authorised Service Providers, which are Service Providers chosen by you. Telescope does not endorse any Service Provider nor does it verify the suitability, skills, ability, degrees, qualifications, credentials, experience or background of any Service Provider. Telescope assumes no responsibility for any advice, information or services provided by or any act or omission of any Service Provider. Telescope exercises no control over the nature, quality, safety or legality of any Client dealings with Service Providers nor is Telescope a party to, involved in or responsible for any transactions which you enter into with a Service Provider. To the maximum extent permitted by law, we give no guarantees and make no warranties or representations in relation to any of these aspects whether express or implied. You release Telescope and hold it harmless from and against all losses suffered by you in respect to any services provided a Service Provider or access by an Authorised Service Provider to your Client Data via the Platform and the Services.

10. Client Data and Release of Liability

You are solely responsible for your Client Data and any other access to the Platform or material, information or data or uploaded onto the Platform via your User Account. This includes any Client Data uploaded or modified by any member of your User Group. You warrant, and you must ensure in respect of your Client Data that:

  1. its contents are complete accurate and true;
  2. it is not misleading, deceptive or materially inaccurate in any way, including in relation to the availability, nature, terms or conditions or any other matter relating to the services being offered or sought;
  3. it is compliant with all applicable laws and licensing requirements;
  4. it does not contain links to any external website other than the ones you own or are operated on your behalf, unless we have given our prior written consent; and
  5. you own or are licensed to use the Intellectual Property Rights in your Client Data. This includes copyright in respect of any text, as well as the right to use or display any image or logo.

Telescope does not verify or check that Client Data is true, accurate or complete. In providing the Services, Telescope makes Client Data available to Authorised Service Providers on an ‘as is’ basis. Telescope does not undertake any monitoring, vetting, testing or screening over the quality, completeness, suitability or accuracy of your Client Data.

It is your responsibility to regularly check and update your Client Data (including Client Data uploaded or modified by a member of your User Group) and to ensure your Client Data is sufficient and suitable for disclosure to Authorised Service Providers. Telescope makes no representation, warranty or guarantee that the Client Data you have provided will result in a correct or accurate record of your history, is all of the information required by the Service Provider or will assist the Service Provider or yield any particular result.

We are not under any obligation or duty to you or anyone else to monitor, consider, evaluate, assess, review, screen, censor or remove your Client Data. We do not have (and expressly disclaim) any liability in connection with your Client Data including but not limited to any liability in connection with any deletion, loss, or unauthorised modification of any Client Data.

Subject to your ongoing compliance with these Terms, for the duration of these Terms, you will have access to and will be able to update your Client Data. Upon termination of these Terms (and our relationship) in accordance with section ‎19 of these Terms, your access to your Client Data will cease. You will not be able to obtain a copy of any Client Data on the Platform after termination. There may be circumstances where, without prior notice to you, we:

  1. are required to delete Client Data to comply with applicable laws; or
  2. decide to delete Client Data, for example where it is offensive or inappropriate.

You release Telescope and hold it harmless from and against all losses suffered by any person directly or indirectly in respect of the use of, or reliance on, your Client Data or any other information or data uploaded onto the Platform via your User Account.

Despite anything else in these Terms, you acknowledge and agree that Telescope may use, disclose or distribute to any person for any reason, Client Data or information regarding you which has been de- identified. Other than to Authorised Service Providers in accordance with these Terms, we will not provide or otherwise sell your Client Data to any third party in any way which discloses your identity unless you have given your consent.

11. Intellectual Property Rights

You represent and warrant to us that you own (or are entitled to disclose and use) all Client Data.

You grant us a world-wide, irrevocable, royalty-free licence to use, display, copy, aggregate, modify, adapt and publish your Client Data for any purpose relating to the Platform or the supply of the Services (including the adaptation and provision of the Client Data to Authorised Service Providers) in accordance with these Terms, our Privacy Policy and applicable laws.

If we modify, enhance, aggregate or otherwise adapt any Client Data, we own such modifications,enhancements, aggregations and adaptions.

Telescope owns all right, title and interest in, and all Intellectual Property Rights embodied in or associated with, its software, applications, the Platform and the Services and any modifications, enhancements, aggregations and adaptions thereof. Telescope does not grant your or any Service Provider any right, title or interest in or to the Services or Platform, other than the permission to use the Platform or Services pursuant to the limited licences in these Terms.

The URLs representing the Platform, “Telescope” marks and all related logos of our products and services as described on the Platform and elsewhere, are subject to copyright, trademark or other rights owned by Telescope (or Telescope’s licensors) and may not be copied, imitated or used, in whole or in part, without the prior written permission of Telescope.

In these Terms, “Intellectual Property Rights” in respect of a party means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secrets and all other intellectual property rights or derivatives thereof.

You indemnify us, and agree to keep us indemnified, from and against any claims by third parties arising from your Client Data including any passing off or breach of Intellectual Property Rights any third party may bring against us in respect to your Client Data.

12. Disclaimer of warranties

Telescope, its related companies, officers, employees, licensors and suppliers provide the Platform and Services "as is" and without any warranty or condition, express, implied or statutory to the maximum extent permitted by law. Telescope, its related companies, officers, employees, licensors and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose to the maximum extent permitted by law.

Telescope does not provide financial advice, nor do we take into account your individual circumstances when we provide the Platform and the Services. You are responsible for ensuring that any Service Provider you engage carries the appropriate qualification and insurance and that and any service they provide is suitable for your needs. You should always seek your own independent financial, legal and tax advice.

We do not guarantee continuous, uninterrupted access to the Platform and the Services, and operation of the Platform may be affected by factors outside of our control. You are responsible for implementing appropriate security processes, systems and procedures to protect yourself from the download of any virus, worms, trojan horses or other code that has contaminating or destructive qualities. We cannot guarantee or warrant that any information or file you download from the Platform or which we deliver, or provide access to, will be free of such things. We may suspend your access to the Platform and the Services if you have introduced any such things..

13. Uploaded Content

From time to time, Service Providers and other third parties may upload information and data onto the Platform (Uploaded Content). Without limiting anything else in these Terms, we do not have, and expressly disclaim, any liability in connection with any Uploaded Content. We cannot guarantee, and make no representations in relation to the completeness or accuracy of any information or content appearing on the Platform, including Uploaded Content.

We are not under any obligation or duty to you or anyone else to monitor, consider, evaluate, assess, review, screen, censor or remove any information, material or data on the Platform including any Uploaded Content. We do not have (and expressly disclaim) any liability in connection with Uploaded Content including but not limited to any liability in connection with any deletion, loss, or unauthorised modification of any Uploaded Content. It is your responsibility to verify any Uploaded Content before relying on it.

14. Automated use of Telescope

Crawling, spidering or scraping of content is prohibited, except to the extent required by recognised search engines (e.g. Google) for the purposes of indexing the Platform’s public pages. You may not provide unauthorised interfaces to any of our applications.

15. Prohibited Content

Notwithstanding anything to the contrary in these Terms, you must not (and must ensure that your employees, agents and contractors (if any) do not) do any of the following without our prior express written permission:

  1. attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Platform or Services;
  2. take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including spam or other unsolicited mass e-mailing techniques;
  3. use the Platform or the Services for any objectionable or unlawful purpose, including the posting of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material;
  4. use the Platform or the Services in a way that would result in you breaching any applicable legislation or licensing obligations (including with respect to privacy) or any obligations you may owe to third parties;
  5. mislead or deceive others through any act or omission or make a false representation about your identity, including the impersonation of a real or fictitious person or using an alternative identity or pseudonym;
  6. publish advertising material of any kind or market any goods or services directly to other users in breach of the Spam Act 2003, Privacy Act 1988 or any other statute, code of practice or guideline;
  7. introduce any virus, worm, Trojan horse, malicious code or other program which may damage our, or any user’s, computers, computer software, or other computer equipment; and
  8. provide to any persons, any part of the information, material and data included in or accessed via the Platform or the Services, except as permitted in these Terms.
16. Privacy and Spam Act 2003

We may collect, use and disclose your personal information for the purposes described in our Privacy Policy which is available on our Platform. We may send you emails about our services and other opportunities that may be of interest to you, including those of our partners or collaborators. You may elect not to receive certain types of notifications from us.

Your registration and use of the Platform is conditional upon you agreeing and complying with our Privacy Policy. You must also ensure you comply with the Spam Act 2003 at all relevant times. If you do not agree to us collecting, using or disclosing your personal information and Client Data in the manner contemplated by these Terms and our Privacy Policy, you must not use the Platform and Services.

If you intend to post any personal information on this Platform that relates to a third party (including their name, email address or phone number), you must obtain their consent before doing so.

If you have any questions or concerns relating to privacy, please contact us in accordance with the process and procedure set out in the Privacy Policy.

17. Links to other Platforms

The Platform may contain or use links and interfaces to other websites, applications, portals or gateways (Third Party Platforms). We have no control over Third Party Platforms and we are not responsible for, and expressly disclaim all liability arising out of, or in connection with, Third Party Platforms.

18. Continuity of Service

(a) Support Services

We will provide support for the Platform from Monday to Friday 9am to 5pm (AEST) excluding public holidays recognised in New South Wales (Support Hours). You can access our support services during Support Hours by contacting our support team at support@telescope.solutions.

(b) Continuity of Service

We will use all reasonable endeavours to ensure that the Platform and access to your Client Data via the Platform is available when you require it, including during Support Hours (subject to outages as set out below). We don’t however guarantee that the Platform or Client Data will be available at all times.

(c) Scheduled Outage

We may make scheduled changes to the Platform from time to time (Scheduled Outages). Where practical, we will give you reasonable notice of any Scheduled Outage that is likely to affect your use of the Platform and Services, however Scheduled Outages conducted outside Support Hours may not be notified to you. We will endeavour to make any Scheduled Outage as short as possible and at a time of day where Telescope usage is low.

(d) Unscheduled Outage

While we use reasonable endeavours to ensure that outages are Scheduled Outages, from time to time we may need to make Unscheduled Outages if we determine, in our discretion, that an Unscheduled Outage is required for the security, operation or performance of the Platform including but not limited to enabling us to apply urgent patches or fixes, perform urgent or unanticipated maintenance or otherwise to enhance, repair or modify the Platform. An unscheduled outage means the unavailability of all or part of the Platform which is not a Scheduled Outages (Unscheduled Outage).

(e) Suspension of User Account

Notwithstanding any other provision in these Terms, we may at any time suspend your User Account and access to the Platform and the Services for any reason, including without cause. The most likely reasons why we might suspend your User Account or access to the Platform and the Services include (but shall not be limited to):

  1. you are in breach of these Terms;
  2. if you attract a higher than acceptable complaint rate or email bounces;
  3. a legal requirement, such as an injunction or due to an investigation by police or other law enforcement agency;
  4. if we have a security concern in relation to your User Account; or
  5. should Telescope form the view, in its absolute discretion, that its reputation, brand, operations (including its website, blogs and membership) or business (including its partners and affiliates) may be affected or harmed as a result of your use of Telescope.

If we suspend your User Account, we may also suspend all access to your Client Data to your User Group and Service Providers. Where practical and permissible, we will give you reasonable notice of any suspension unless the reason for the suspension relates to some wrongful conduct by you.

We will not have any liability in connection with any suspension of your User Account or your access to the Platform, regardless of the reason for suspension.

19. Termination (a) Termination by Us

We may terminate these Terms for convenience at any time by giving written notice of termination to you. We are not required to give reasons for any such termination.

(b) Termination by You

You may terminate these Terms at any time by closing your User Account. You can close your User Account by emailing support@telecope.solutions. We will close your account within 48 hours of you notifying us.

(c) Effect of termination

On termination of these Terms, your right to use and access the Platform, the Services and the Client Data will terminate. Access to your Client Data by any Authorised Service Provider will also terminate. We may (but are not obliged to) delete your Client Data from the Platform on termination. Until we delete your Client Data, we will continue to comply with the law, our privacy policy and any provision of these Terms relating to the protection of your Client Data.

20. Limitation of liability and indemnity

You use the Platform and Services entirely at your own risk. We will use our reasonable commercial endeavours to ensure that access to the Platform will be free of viruses, malware or other code that has contaminating or destructive qualities. You are responsible for implementing appropriate processes, systems and procedures to protect yourself from this type of risk.

You indemnify us, and agree to keep us indemnified, from and against any claim, loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your improper use of or conduct in connection with the Platform or the Services, including any breach by you of these Terms or any applicable law or licensing requirements.

To the maximum extent permitted by law, we exclude all implied representations and warranties which, but for these Terms, might apply in relation to your use of the Platform and the Services. To the extent that our liability cannot be excluded by law, our maximum liability, whether in contract, equity, statute or tort (including negligence), to you will be limited to $100.

Notwithstanding anything to the contrary in these Terms, in no circumstances will we be liable to you or any third party for any indirect, punitive or consequential loss or damages, loss of income, profits, goodwill, data, contracts, use of money or any loss or damages arising from or in any way connected to business interruption of any type, whether in tort, contract or otherwise.

21. Disputes

Any disputes between you and a Service Provider must be resolved between you and the Service Provider without involving us.

You and Telescope must attempt to settle by negotiation any dispute between us in relation to these Terms before resorting to external dispute resolution mechanisms. If a dispute is not settled by the parties within fourteen (14) days of one party sending to the other party written notice of the dispute, the dispute must be submitted to mediation. If the dispute is not settled by the parties within thirty (30) days of mediation, either party may commence court proceedings in relation to the dispute. However, a party may commence court proceedings relating to any dispute arising from these Terms at any time where that party seeks urgent interlocutory relief.

Notwithstanding the existence of any dispute, each party must continue to perform its obligations under these Terms, except where the performance of an obligation is the subject matter of the dispute.

22. Notices

Without limiting the other ways in which we may give notices to you, we may provide notices to you under these Terms by sending them to any email address you provide to us. You will be treated as having received any email sent by us instantly.

You may only give notices to us (which must be in writing) by delivering them personally, or sending them by certified mail, to our principle place of business, which is as follows:

Telescope

c/o Mayflower Consulting

Level 12, Plaza Building, Australia Square

95 Pitt Street

Sydney NSW 2000

23. Miscellaneous

(a) Feedback: We may collect feedback from you, Service Providers and other users about the Platform and Services for business purposes.

(b) Assignment and Novation: We may assign or novate any of our rights or obligations under these Terms without your consent. You are not allowed to assign, novate, delegate or sub-contract any of your rights and obligations under these Terms.

(c) No Waiver:A waiver of these Terms must be agreed to in writing. No failure, delay, relaxation or indulgence by us in exercising any right conferred under these Terms operates as a waiver of that right.

(d) Cumulative Rights: The rights, powers and remedies provided to us in these Terms are cumulative with and are not exclusive of the rights, powers or remedies provided by law independently of these Terms.

(e) Entire Agreement: These Terms constitute the entire agreement between us in relation to its subject matter. You acknowledge and agree that you have not relied on any representations by agreeing to these Terms, except those contained in these Terms.

(f) Governing Law and Jurisdiction: These terms and conditions must be construed and interpreted in accordance with the laws of the State of New South Wales, Australia and you submit to the non- exclusive jurisdiction of the Courts of that State.

(g) Relationship: Nothing in these Terms creates or is intended to create any relationship of agency, partnership, joint venture, employment or similar between the parties. You have no authority to bind us or our related entities in any way.

(h) Force Majeure: We will be under no liability to you in respect of anything which may constitute a breach of these Terms arising by reason of force majeure, or circumstances beyond our control including, but not limited to, acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, war, terrorism, civil commotion or civil authority, including acts of local government and parliamentary authority, inability to supply the Services, telecommunications failure, materials, breakdown of equipment and disputes of whatever nature and for whatever cause arising including, but without prejudice to the generality of the foregoing, work to rule, overtime bars, strikes and lock outs.

(i) Severance: If any part of these Terms is deemed unlawful, void or for any reason unenforceable then that provision is deemed to be severed from these Terms and does not affect the validity and enforceability of any remaining provisions of these Terms.

(j) Survival:: Sections 10 to 12 and 14 to 23 survive termination of these Terms.

(k) Interpretation: Unless it is inappropriate in the context:

  1. the singular includes the plural and vice versa;
  2. a reference to an individual or person includes a corporation, firm and government body and vice versa;
  3. a reference to ‘dollars’ or ‘$’ is to an amount in Australian currency;
  4. a reference to a party includes that party’s executors, administrators, substitutes, successors and permitted assigns;
  5. any covenant, agreement or warranty on the part of or in favour of two or more persons is deemed to bind or be in favour of them jointly as well as each of them severally;
  6. the meaning of general words is not limited by specific examples introduced by ‘including’, ‘such as’, ‘for example’ or ‘even if’, or other similar expressions;
  7. a reference to a document (including these Terms) includes the document as modified from time to time and any document replacing it;
  8. a reference to one gender includes each gender; and
  9. headings are included for convenience and do not affect interpretation.