Terms and Conditions

Inspired School Apps Terms and Conditions

Inspired Communications Pty Ltd trading as Inspired School Apps develops and manages smart phone and tablet mobile applications and mobile websites. It also provides related maintenance and support services. By requesting Inspired Communications Pty Ltd to supply such an application and/or service, you are entering into a contract with Inspired Communications Pty Ltd and agree to be bound by the following terms and conditions:

1. DEFINITIONS AND INTERPRETATION

1.1 Unless otherwise stated in these terms and conditions:
          (a) Business Hours means 9am to 5pm on a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place concerned.

          (b) Content means any data, information, document, diagram, proofs, statement or other material provided by you to Inspired Communications Pty Ltd and/or Inspired School Apps or posted, uploaded, published, submitted or transmitted via an Inspired Application by you or by any users of that Inspired Application

          (c) Early Termination Fee means the fee payable by you if the contract with you is terminated before any Minimum Term has expired

          (d) Inspired means Inspired Communications Pty Ltd

          (e) Inspired Application means any mobile application or mobile website developed and/or managed by Inspired

          (f) Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world including but not limited to any copyright, trade mark, domain name, business name, design, patent, circuit layout, semi-conductor or other similar proprietary rights and licences and sub-licences of such rights (irrespective of whether or not such rights are registered, or formal or informal); trade secrets, technical or non-technical data, knowledge, information or documentation; secret or confidential operations or information; business systems, business methods or business plans (whether registered, registrable, formal, informal or otherwise); customer lists, supplier lists and other proprietary lists, names, addresses or information not generally known; techniques, diagrams, data, proofs, prints, particulars, inventions and prototypes.

          (g) Maintenance Service means any maintenance and/or support service provided by Inspired in relation to an Inspired Application.

          (h) Maintenance Fee means the fee for the provision of any Maintenance Service.

          (i) Minimum Term means the fixed term if any specified in your Application for the provision of any Maintenance Service.

          (j) Personal Information means any information or document within the meaning given in section 6 of the Privacy Act.

          (k) Privacy Act means the Privacy Act 1988 (Cth).

          (l) Provider means any mobile platform provider including but not limited to for the android market and Apple, Inc.

          (m) Supplier means any carrier, telecommunications service provider or software or equipment supplier that provides facilities and services to Inspired.

          (n) Related Body Corporate means Tansexpress Pty Ltd

          (i) we, us means Inspired Communications Pty Ltd

          (j) your Application has the meaning given to it in clause 2.2

1.2 Interpretation:
          (a) Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

          (b) The singular includes the plural and conversely.

          (c) A gender includes all genders.

          (d) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

          (e) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

          (f) A reference to a clause is a reference to a clause of these terms and conditions.

          (g) A reference to an agreement or document (including a reference to these terms and conditions is a reference to the agreement or document as amended, varied, supplemented, novated, or replaced, except to the extent prohibited by these terms and conditions or that other agreement or document.

          (h) A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

          (i) A reference to dollars and $ is to Australian currency.

1.3 The meaning of general words is not limited by specific examples introduced by including, or for example, or similar expressions.

2. OUR AGREEMENT WITH YOU

        2.1 You contract with us for the design, development and supply of Inspired Applications and Maintenance Services as relevant to you.

        2.2 You may request us to develop and supply an Inspired Application and/or supply a Maintenance Service to you in a manner accepted by us from time to time which may include completing and providing to us our relevant service application form (“your Application”). If your Application is in writing we may accept and rely on, and you will be bound by, a facsimile copy or an electronic copy (from you by email) as if it were an original.

3. PROVISION OF SERVICES

        3.1 We will provide you with the Inspired Applications and/or the Maintenance Services nominated, or reasonably assumed to be nominated by you in your Application and other services we may agree in writing to provide to you from time to time on these terms and conditions

        3.2 We reserve the right to amend these terms and conditions from time to time and without advance notice. Any amendments made to these terms and conditions will become effective from the date of their publication on the Inspired website. By continuing to use an Inspired Application or Maintenance Service after we have published an amendment to these terms and conditions on the Inspired website, you are indicating that you agree to be bound by the amended terms and conditions.

        3.3 We will be the sole publisher of your Inspired Application with any and all Providers and you may not use your or any other’s account to publish an Inspired Application with any such Provider.

        3.4 We will use commercially reasonable efforts to have your Inspired Application approved by applicable Providers. Although there is a high likelihood of approval, we do not and cannot guarantee approval. If the Inspired Application is denied by all applicable Providers we will refund in full any monies paid by you for the development of such Inspired Application. If the Inspired Application is approved by some but not all applicable Providers we will have no obligation to refund any monies paid by you for the development of such Inspired Application but may do so at our sole discretion.

4. PERIOD OF PROVISION OF MAINTENANCE SERVICE

        4.1 If your Application specifies that a Maintenance Service is to be provided to you for a non-fixed length of time we will provide such Maintenance service to you in accordance with these terms and conditions until it is cancelled or terminated in accordance with Clause 11.

        4.2 If your Application specifies that the Maintenance Service is to be provided to you for a minimum term we will provide the Maintenance service to you: (a)for the minimum term; or (b)until it is terminated in accordance with Clause 11.

        4.3 If Your Application specifies that the Maintenance Service is to be provided to you for a minimum term and you do not wish to continue to use the Inspired Application after the end of this time you must inform us in accordance with clause 11.3, by giving us 30 days notice in writing, before the end of the minimum term, that you wish to cancel the Inspired Application at the end of the term.

        4.4 If Your Application specifies that the Maintenance Service is to be provided to you for a minimum term and neither you nor we cancel the Maintenance service at the end of that term your contract with us will be automatically renewed for the same duration as specified in your Application on these terms and conditions.

5. FREE TRIALS

        5.1 We may offer a free trial during which you may use an Inspired Application for the agreed time. You will receive a notice from us that your free trial has ended and you will then have the option to continue to use the Inspired Application on the basis that you pay the charge for its development together with our ongoing fee for any Maintenance Service as specified in your Application.

        5.2 If we have provided notice to you that your free trial has ended, and you do not chose to continue to use the Inspired Application, you understand and agree that we may immediately delete the Inspired Application and any of its Content without further notice.

6. PAYMENT

        6.1 Other than where we have offered a free trial, payment for the development of any Inspired Application is strictly within 7 days of our receipt of approval from a Provider of such Inspired Application. We shall provide you with an invoice for the agreed charge upon receipt of such approval.

        6.2 The Maintenance Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds for partial months of service.

        6.3 If your Application states that a Maintenance Service is to be provided for a minimum term and you terminate or cancel your contract before the expiration of that term you will be required to pay an Early Termination Fee equal to the amount of the Maintenance fee x the number of months or part thereof remaining in the minimum term.

        6.4 All fees and charges are due and payable by the due date shown on our invoice (“Due Date”). Payment must be made by the Due Date in full by direct debit.

        6.5 If an invoice is paid by direct debit from your bank account and that direct debit is dishonoured, cancelled or otherwise fails, you may be liable for a charge which will be added to your next invoice.

        6.6 If you do not pay to us any part of the fees or charges by the due date on any invoice, we may impose a late payment charge.

        6.7 If we incur costs in recovering overdue amounts from you, including (without limitation) mercantile agents’ costs, costs incurred in commencing legal action such as service fees and search fees, we may recover these amounts from you in addition to the overdue amounts.

        6.8 Unless expressly stated otherwise, charges for an Inspired Application and for Maintenance Services are exclusive of government taxes, duties (including stamp duty), imposts or levies, which will be your responsibility and will be itemised on your invoice. Unless expressly stated otherwise, all fees, charges and other amounts payable (and all quotes given) under or in accordance with these terms and conditions (including charges for the supply of Inspired Applications and Maintenance Services, late payment charges and Early Termination Fees) are exclusive of GST and you must pay to us in addition to the charges an amount equal to any GST payable on the supply of the Inspired Application and/or Maintenance Services. That additional amount is payable at the same time as any part of the charges for supply of an Inspired Application and/or fees for a Maintenance Service are payable. We will issue a tax invoice to you for the supply of the Inspired Application and those Maintenance Services at or before that time.

        6.9 You must pay all charges without any set off, counter claim or deduction. We may set off any amount payable to you against any amount payable by you to us.

7. ARRANGEMENTS WITH PROVIDERS

        7.1 If in supplying an Inspired Application or a Maintenance Service we need to make arrangements with a Provider, then we will do so in accordance with this clause.

        7.2 You authorise us to sign on your behalf and in your name forms of authority to the Provider to register the Inspired Application in our name.

        7.3 If the Provider raises with us a proper charge relating to an Inspired Application and its registration with that Provider we will advise you accordingly and will invoice you for that amount which we will then pay to the Provider.

8. PERSONAL INFORMATION AND BUSINESS INFORMATION

        8.1 This clause applies where you are a natural person or a business. If you are a natural person, we may collect Personal Information about you. If you are a business customer we may collect information about your business including but not limited to your electronic contact details such as email (“business information”).

        8.2 ou acknowledge and agree that:

          (a)  if you do not supply the information we request on your Application, we may not be able to provide an Inspired Application or a Maintenance Service to you;

          (b)  we will use your Personal Information and/or business information:

            I.   to assess your Application for an Inspired Application and/or Maintenance Service;

            II.   to collect payments that are overdue in respect of any Inspired Application and/or Maintenance Service supplied by us;

            III.   to provide an Inspired Application and/or Maintenance Service to you (including the investigation or resolution of disputes relating to any Inspired Application and/or Maintenance Services supplied by us); and

            IV.   we may use your Personal Information and/or business information to send commercial electronic messages, as defined under the Spam Act 2003 (Cth);

          (c)   we will also disclose or transfer your Personal Information and/or business information:

            I.   to other Suppliers and/or Providers for the purpose of enabling us to supply an Inspired Application and/or Maintenance Service to you (including the investigation and resolution of disputes or complaints concerning the supply of the Inspired Application and/or Maintenance Service);

            II.   to other Suppliers and/or Providers about your account;

            III   to government agencies or individuals appointed by a government responsible for the investigation and resolution of disputes or complaints concerning your use of an Inspired Application and our supply of a Maintenance Service for the purpose of enabling investigation and resolution of those disputes or complaints;

        8.3 You acknowledge that in certain circumstances, we may be permitted or required by applicable laws to use or disclose Personal Information and/or business information about you, including your name, address, service number and other details. Such uses or disclosures may include, without limitation:

          (a)   disclosures to law enforcement agencies for purposes relating to the enforcement of criminal and other laws;

          (b)   uses or disclosures in accordance with orders made by a court or if required or authorised by law;

          (c)   uses or disclosures to lessen or prevent serious threats to an individual’s life, health or safety, or to public health or safety; or

          (d)   uses to assist in our internal investigations into suspected fraud or other unlawful activities.

        8.4 Unless you ask us not to, you acknowledge that any calls you make to our customer call centres, the content of those calls, and any emails that you send us, may be monitored and/or recorded for quality assessment, administration and/or customer information purposes.

        8.5 Unless you ask us not to, we will use your Personal Information and/or business information to:

          (a)   provide information to you about other goods or services which we or any of our Related Body Corporate or any of our partners, associates (such as telecommunication entities, providers of products or services which are related to our provision of Inspired Applications and/or a Maintenance Services, media entities, event organisers, equipment suppliers and the suppliers of any other product or service with whom we have engaged in a joint initiative) and/or agents may offer to you;

          (b)   provide information to our Related Body Corporate, our partners and associates (such as telecommunication entities, providers of products or services which are related to our provision of Inspired Applications and/or the Maintenance Services, media entities, event organisers, equipment suppliers and the suppliers of any other product or service with whom we have engaged in a joint initiative) and/or agents so that they can provide information to you about goods and services they offer; and

          (c)   send commercial electronic messages as defined under the Spam Act 2003 (Cth).

        8.6 If you do not want us to use your Personal Information and/or business information in this way, you may ask us not to by contacting us.

        8.7 We will provide you with access to most Personal Information or business information that we have about you, but sometimes that will not be possible, in which case we will tell you why. If you want to find out what information we have about you contact our customer service team.

        8.8 If you think that any Personal Information and/or business information we hold about you is not accurate, complete and up-to-date, you may request us to correct that information. We will take reasonable steps to correct such Personal Information and/or business information unless we disagree with you about whether the information is accurate, complete and up-to-date.

        8.9 Clause 9 contains further information on how we may also use your Personal Information and business information to perform credit checks.

9. CONSENT TO CREDIT CHECK

        9.1 If you are a company, please note that we will be performing credit checks on you.

        9.2 If you are a natural person you:

          (a)   understand that the Privacy Act allows us to give a Credit Reporting Agency certain Personal Information about you. The information we disclose to a Credit Reporting Agency includes permitted information which will allow you to be identified, the fact that you have applied for credit and the amount, the fact that we are a current credit provider to you, repayments that are overdue and for which debt collection action has started, information that in our opinion you have committed a serious credit infringement (i.e. acted fraudulently or shown an intention not to comply with your credit obligations);

          (b)   agree to our obtaining from a Credit Reporting Agency a credit report containing information about your personal credit worthiness for the purpose of assessing your Application and for the purpose of assisting in collecting overdue payments;

          (c)   agree to our obtaining information about your commercial activities or commercial creditworthiness from any business which provides information about the commercial credit worthiness of persons, your accountant or any other supplier to you;

          (d)   agree to our giving to and obtaining from any credit provider named in your Application or in a credit report on you issued by a Credit Reporting Agency, information about your credit arrangements for the purposes of:

            i.   assessing your Application;

            ii.   notifying a default by you;

            iii.   allowing another credit provider to ascertain the status of your arrangements with us where you are in default with one or more other credit providers; and

            iv.   generally assessing your credit worthiness.

        9.3 You understand the information exchanged can include any information about your personal and/or commercial credit worthiness, credit standing, credit history or credit capacity which the Privacy Act allows credit providers to give to or receive from each other.

10. YOUR OBLIGATIONS

        10.1 You will ensure that you comply at all times with all laws and obligations, including licence conditions, applicable to any Inspired Application supplied to you by us and to the use of such an Application.

        10.2 You are liable to us for all fees and charges in relation to any Inspired Application and/or Maintenance Services supplied to you by us whether or not you authorised the use of any such Inspired Application or any and all components of that Inspired Application.

        10.3 If you change your address, phone number or other billing contact details, you must notify us before the end of your billing period.

        10.4 You must not use any Inspired Application supplied to you by us or any and all components of any such Inspired Application in such a manner that may:

          (a)   menace or harass any person or intentionally cause damage or injury to any person or property or incite hatred against any person;

          (b)   expose us or you to the risk of any legal or administrative action including prosecution under any law or which would bring either of us into disrepute;

          (c)   involve the publication of material that is illegal or defamatory or which may promote others to engage in such acts;

          (d)   damage our, our Suppliers’ or any Providers’ network or systems or cause the quality of any Inspired Application to be impaired;

          (e)   infringe any person’s intellectual property, personal (as set out in Privacy Act), or other rights; or

          (f)   be unlawful.

        10.5 You must not post, upload, publish, submit or transmit any Content that:

          (a)   infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

          (b)   violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

          (c)   is fraudulent, false, misleading or deceptive;

          (d)   is defamatory, obscene, pornographic, vulgar or offensive;

          (e)   promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

          (f)   is violent or threatening or promotes violence or actions that are threatening to any person or entity; or

          (g)   promotes illegal or harmful activities or substances.

        10.6 You acknowledge that we have no obligation to monitor your use or the use of any person authorised by you of any Inspired Application supplied by us to you, or to review or edit Content, but have the right to do so for the purpose of managing and maintaining such Inspired Application, to ensure your compliance with these terms and conditions, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

        10.7 We reserve the right, at any time and without prior notice, to remove or disable access to any Content we determine in our sole discretion to be in violation of these terms and conditions or otherwise harmful to us, our Suppliers, a Provider or the community generally.

        10.8 You understand and acknowledge that we will use Suppliers and Providers to provide necessary hardware, software, networking, hosting, storage, and related technology required to design, develop, manage and maintain any Inspired Application supplied by us to you.

        10.9 You must not modify, adapt or hack any Inspired Application whether supplied by us to you or otherwise or modify another mobile or website application so as to falsely imply that it is associated with us or any Inspired Application.

        10.10 You agree not to reproduce, duplicate, copy, reverse engineer, sell, resell or exploit any portion of any Inspired Application supplied by us to you, use of such Inspired Application, or access to such Inspired Application without our express written permission which may be withheld at our sole discretion.

        10.11 You understand that the technical processing and transmission of any Inspired Application supplied by us to you, including Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

        10.12 You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages using an Inspired Application.

        10.13 You must not transmit any worms or viruses or any code of a destructive nature using an Inspired Application.

11. TERMINATION, SUSPENSION & CANCELLATION

        11.1 We may terminate our contract with you or suspend, limit or cancel the provision of any Inspired Application and/or Maintenance Service by notice in writing to you if:

          (a)   you fail to pay any amount due to us by the due date, we give you notice requiring payment of that amount and you fail to pay that amount in full within the specified number of days after we give you that notice;

          (b)   you breach any material provision of these terms and conditions;

          (c)   you are declared bankrupt, where we are of the reasonable belief that we are unlikely to receive amounts due and payable by you;

          (d)   a provisional liquidator, liquidator, receiver or any other administrator of your business or assets is appointed or you enter into any arrangement with your creditors or any class of creditors, where we are of the reasonable belief that we are unlikely to receive amounts due and payable by you;

          (e)   you cease receiving any service that we rely upon in providing an Inspired Application and/or a Maintenance Service through no fault of ours or our Suppliers or a Provider;

          (f)   you are in breach of a licence, permit or authorisation relating to the use of any Inspired Application supplied by us to you;

          (g)   we reasonably suspect you of fraud or attempted fraud;

          (h)   you change your address or phone number and you do not notify us in accordance with clause 10.3;

          (i)   we reasonably determine that you have failed our credit check requirements or

            a.   that you are no longer credit worthy;

            b.   we are permitted or required to do so by law;

            c.   any of our Suppliers’ or a Provider’s services are no longer available;

            d.   if you are a natural person, you die

        11.2 We may, without liability, suspend, limit or terminate the provision of a Maintenance Service if there is no Minimum Term in place, by giving 30 days notice in writing to you.

        11.3 You may terminate your contract with us or cancel the provision of a Maintenance Service by giving us 30 days notice in writing.

        11.4 On termination of your contract with us or cancellation of a Maintenance Service under clause 11.2 or clause you must:

          (a)   pay all fees and charges incurred by you under these terms and conditions up to the time of termination which will become immediately due and owing upon termination;

          (b)   pay the applicable Early Termination Fee (if any).

        11.5 We may, without liability, suspend the supply of any Inspired Application and/or Maintenance Service for a reasonable period for operational reasons.

        11.6 We may refer any debt owing to us to an external collection agent or commence legal action to recover any unpaid debt to us.

        11.7 If we suspend, limit or cancel a Maintenance Service for unpaid fees or charges or any other reason, subsequent reconnection of an Inspired Application supplied by us to you may incur a reconnection fee (except if our action resulted from our or a Supplier or Provider’s mistake or manifest error).

        11.8 This clause and the following clauses will continue to apply despite termination or expiry of your contract with us or the suspension, limitation or cancellation of a Maintenance Service supplied by us to you:General Terms: clause 1 (Definitions and Interpretation), clause 6 (Payment), clause 8 (Personal information and business information), clause 9 (Consent to credit check), clause 11 (Termination, suspension & cancellation), clause 15 (Our limitation of liability), clause 16 (Your indemnity), clause 17 (Confidentiality), clause 18 (Assignment), clause 19 (Disclaimers), clause 20 (General).

12. MODIFICATIONS AND PRICING

        12.1 Unless you have a contract for a minimum term, prices for a Maintenance Service, including but not limited to the monthly fee, are subject to change upon our giving you 60 days written notice of such change.

        12.2 We shall not be liable to you or to any third party for any of the actions or inactions of one of our Suppliers or a Provider regarding modification, price changes, suspension or discontinuance of any Inspired Application or the provision of a Maintenance Service.

        12.3 From time to time, we may issue an update to an Inspired Application which may add, modify, and/or remove features from that Application. These updates may be pushed out automatically with little or no notice, however we will make reasonable efforts to notify you in advance of any upcoming update, including details on what the update includes.

13. END USERS AND END USER DATA

        13.1 We may collect certain information generated or provided by end users of an Inspired Application (“End User Data”). End User Data may include the personally identifiable information and/or non-personally identifiable information of end users. You acknowledge and agree that:

          (a)   You must abide by all applicable privacy laws and regulations, and by the terms and conditions set forth by Providers in collecting, using and sharing End User Data on or through any Inspired Application;

          (b)   You agree to comply with the terms and conditions of any Privacy Policy established by you which applies to the collection, use and sharing of End User Data.

          (c)   We may but are under no obligation to monitor or censor any comments made by end users or Content provided by end users and we disclaim any and all liability relating thereto.

14. LICENSE GRANT, COPYRIGHT AND CONTENT OWNERSHIP

        14.1 You hereby grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit any and all Content in any and all media now and in the future, for any purpose relating to the development of an Inspired Application on your behalf and the maintenance of any such Application.

        14.2 We do not claim any ownership rights in any Content and nothing in these terms and conditions will be deemed to restrict any rights that you may have to use and exploit any such Content.

        14.3 We claim no intellectual property rights over any Content. Your profile and materials uploaded by you remain yours. However, by using an Inspired Application, you agree to allow others to view and share any such Content via that Application.

        14.4 We reserve the right in our sole discretion to refuse or remove any Content that is available or published via an Inspired Application.

15. OUR LIMITATION OF LIABILITY

        15.1 To the maximum extent permitted by law, all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied by legislation, the common law, equity, trade, custom or usage or otherwise relating to the provision by us of any Inspired Application or Maintenance Service are expressly excluded.

        15.2 To the maximum extent permitted by law, we will not be liable in any way for any loss of profit, loss of savings or data or for any indirect or consequential loss arising out of or in connection with the supply of any Inspired Application and/or Maintenance Service or otherwise in connection with the relationship established by theses terms and conditions, including any loss or damage caused by our negligence or any fundamental breach of these terms and conditions.

        15.3 To the maximum extent permitted by law, we have no liability to you or to any other person for:

          (a)  acts or defaults of any Supplier, Provider or other person;

          (b)   faults or defects in any Inspired Application and/or Maintenance Service supplied by us to you which are caused by or contributed to by your, or a third party’s conduct or misuse; or

          (c)   faults or defects that arise in any Inspired Application supplied by us to you which are due to incompatibility with any software or equipment that we, a Provider or our Suppliers provide to you.

        15.4 To the maximum extent permitted by law, Providers and our Suppliers have no liability to you or any other person in connection with these terms and conditions or our contract with you.

        15.5 In no event shall our liability to you exceed the amount actually paid to us by you during the preceding 12 months.

16. YOUR INDEMNITY

        16.1 You indemnify us and will keep us, and our Related Body Corporate, indemnified against any loss, cost, expense, damage or other liability (including legal costs on a solicitor/client basis) arising out of:

          (a)   your breach of these terms and conditions;

          (b)   any claim or demand against us (including for negligence) by any person other than you, which arises from or is connected with our supply of an Inspired Application or Maintenance Service to you;

          (c)   any claim or demand (including for negligence) which you or any other person make against any of our Suppliers which arises from or is connected with our supply of an Inspired Application or Maintenance Service to you;

          (d)   the reproduction, broadcast, use, transmission, communication or making available of any material (including data and information of any sort) by you; or

          (e)     any breach of a person’s rights or defamation of a person (or allegation of such breach or defamation) involving the use of an Inspired Application or Maintenance Service supplied by us to you.

17. CONFIDENTIALITY

        17.1 We retain all intellectual property rights in any information relating to the supply of any Inspired Application and/or any Maintenance Service and any and all components of any such Application other than Content, the design or operation of any such Application and/or Maintenance Service and any and all components of any such Application including technical information relating to the provision of any such Application and Maintenance Service and any and all components of such Application and Maintenance Service(“Confidential Information”).

        17.2 You will keep the Confidential Information confidential, and will not allow any written or electronically recorded material to be copied.

        17.3 On the termination of your contract with us for any reason, you will return any written Confidential Information and all copies of it to us. If you have destroyed these, or any of them, then you will give us a written declaration to that effect upon our demand.

        17.4 You will keep confidential the manner in which we supply any and all Inspired Applications or components thereof to you and/or arrange any Maintenance Service including our fees, charges and other financial information.

        17.5 You will not use information which you acquire from us for any purpose unauthorised in writing by us or in any manner which may cause us loss, whether by way of damage to our reputation, financial loss or otherwise.

        17.6 Without limiting the foregoing, you may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements of any Inspired Application provided by us to you without our express written permission.

18. ASSIGNMENT

        18.1 You must not assign, transfer or otherwise deal with any of your rights or obligations under these terms and conditions and your contract with us , except with our prior written consent (acting reasonably).

        18.2 We may upon giving you written notice, assign, transfer, sell or otherwise deal with our rights under these terms and conditions and your contract with us and your consent is not required.

19. CONFIDENTIALITY

        19.1 You and any person including end users use any and all Inspired Applications at your sole risk. We expressly disclaim all warranties of any kind express or implied or statutory relating to the provision or use of any and all Inspired Applications provided to you, Maintenance Services, content, user submissions, including without limitation the warranties of Title, merchantability, fitness for purpose, non-infringement of proprietary rights, course of dealing or course of performance. We do not warrant that: (i) any Inspired Application or Maintenance Service supplied to you will meet your specific requirements, (ii) any Inspired Application or Maintenance Service supplied to you will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of any Inspired Application or Maintenance Service supplied to you will be accurate or reliable, (iv) the quality of any Inspired Application or Maintenance Service supplied to you will meet your expectations, and (v) any errors in any Inspired Application or Maintenance Service supplied to you will be corrected.

20. GENERAL

      20.1 If you are a business customer then you agree that if we need your consent to undertake certain actions, then provided we act in good faith, we may rely upon the authority of any of your employees, who warrant to be authorised to provide consent on your behalf.

      20.2 You warrant that you have provided full and accurate Personal Information and business information to us in connection with these terms and conditions and your Application and you have full power and authority to enter into a contract with us.

      20.3 This contract and your Application are governed by the laws of Victoria.

      20.4 These terms and conditions contain the whole understanding between us and supersede all prior arrangements and understandings between us in connection with your contract with us.

      20.5 From time to time we may offer special promotions to you on additional terms and conditions. If there is any inconsistency between these terms and conditions and the terms of the special promotion, the latter will prevail to the extent of the inconsistency.

      20.6 The failure by either party to exercise any right or remedy under these terms and conditions in a timely manner does not constitute acceptance of the matter which gave rise to the right or remedy, nor that party’s waiver of such right or remedy.

      20.7 If a provision of these terms and conditions is void or voidable or unenforceable or the invalid part severed, the remainder of these terms and conditions will not be affected.

      20.8 Any notice, demand, consent or other communication required to be given to either of us must be delivered personally or sent by prepaid mail, email or by facsimile to the address of the other last notified.

      20.9 You authorise us to complete any blank spaces or incomplete information in your Application.

      20.10 We may engage an agent, dealer, contractor, Supplier and/or Provider to conduct any aspect of the design, development and/or maintenance of any and all Inspired Applications and Maintenance Services supplied by us to you. Our performance of our obligations under these terms and conditions may, at our discretion, be carried out by a Related Body Corporate of ours or any other party retained by us or a Related Body Corporate and your obligations under these terms and conditions will be owed to us or that Related Body Corporate or that other party, as relevant.

      20.11 You acknowledge that you enter into your contract with us entirely as a result of your own enquiries and that you do not rely on any statement, representation or promise by us or on our behalf not expressly set out in these terms and conditions.

      20.12 You accordingly release us and each of our officers, agents and advisers from all claims, suits and demands of every kind (including negligence) arising from the relationship of the parties concerning our supply to you of any Inspired Application and/or Maintenance Service and your contract with us and from the negotiations leading to them.