Customer Agreement

For a copy of our Ideagen Op Central Customer Agreement click here.

AI Terms & Conditions.

1. BACKGROUND

1.1. Operating Software Pty Ltd (ACN 614 512 515) (Company) provides a content creation and generation service (Service) via the Platform to Users for the purpose of Users bringing policies, procedures, training materials, and other similar documents into existence.

1.2. By submitting a User Account Application and/or using the Platform and receiving the Service, the User will be deemed to have understood these Terms and agree to be bound by these Terms, which form a binding legal agreement between the Company and the User, and the Privacy Policy.

1.3. The User must carefully review these Terms before it starts to use the Platform and the Service. If the User does not accept all or any part of these Terms, then it must not access nor use the Platform, the Website or the Service.

2. DEFINITIONS

2.1. Applicable Rate means the per word rate specified by the Company from time to time and used for the purpose of calculating the Fees payable by the User under clause 6.1.

2.2. Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne, Victoria, Australia.

2.3. Cleared Funds means funds paid by electronic funds transfer to the Company’s nominated bank account which can immediately be drawn by the Company.

2.4. Company Materials means any Materials provided by the Company under these Terms or otherwise in respect of providing the Service.

2.5. Content Policy means any content policy with respect to the use of the Service and Company Materials implemented by the Company and which the User is notified of from time to time in accordance with these Terms.

2.6. Copyright means:

(a) any copyright under the Copyright Act 1968 (Cth);

(b) any copyright under the Law of a country other than Australia; and

(c) rights in the nature of or analogous to the rights in (a) and (b) under the Law of Australia or any other country (including future copyright and rights in the nature of oranalogous to copyright).

2.7. Credit Card means the credit card nominated by the User and specified in the Debit Authorisation to which the Company is authorised, pursuant to these Terms and the Debit Authorisation, to arrange and have the Fees payable by the User to the Company debited to.

2.8. Debit Authorisation means the direct debit payment authorisation form completed by the User and submitted to the Company for the purposes of the User making payment of the Fees in accordance with clause 7.

2.9. DebitDay means the Business Day upon which the Credit Card is to be debited in accordance with clause 7.2(a).

2.10. DebitDispute Notice has the meaning given to that term by clause 7.4.

2.11. DebitPayment means a particular transaction where a debit to the Credit Card ornominated bank account has been made or attempted to be made pursuant to these Terms.

2.12. DebitService Provider means Stripe Payments Australia Pty Ltd (ACN 160 180 343).

2.13. DishonourFees has the meaning given to that term by clause 7.2(c).

2.14. Eventof Default has the meaning given to that term by clause 9.1.

2.15. Fees means the fees payable by the User to the Company as calculated underclause 6.1.

2.16. GST has the meaning given to that term by the A New Tax System (Goods andServices Tax) Act 1999 (Cth).

2.17. Improvement means any development, modification, adaption, improvement, discovery or innovation that enhances, modifies or changes the usability, functionality, efficiency, performance or other characteristic of a product, technology, software or intellectual property and Improve has a corresponding meaning.

2.18. Indemnified Party has the meaning given to that term by clause 16.1.

2.19. Input User Data means the Materials submitted or uploaded to the Platform in respect of the Service by the User via its User Account.

2.20. Input User Data IP means the Intellectual Property Rights, including any portion thereof, owned or controlled by, or licensed to, the User which subsists in the Input User Data at the time that it is submitted or uploaded by the User to the Platform via the User’s User Account.

2.21. Insolvency Event relating to the User means:

(a) the User makes an assignment for the benefit of its creditors;

(b) a receiver, receiver and manager, administrator, liquidator, provisional liquidator, scheme administrator, trustee or inspector, or other person with similar powers, is appointed in respect of the User or over all or any part of the User’s assets;

(c) an application is made to a court or a resolution of its directors, creditors, or members is passed for the appointment of any person referred to in paragraph(b) of this definition;

(d) the User commits an act of bankruptcy or is unable to pay all of its debts as and when they become due and payable or is deemed to be insolvent under any provision of the Corporations Act 2001 (Cth) or any statute or any other Law; or

(e) an event occurs in relation to the User which is anything referred to above in this definition or which has a substantially similar effect.

2.22. Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any Copyright, Moral Right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.

2.23. Law includes all applicable legislation, statutes, enactments, regulations, ordinances, by laws, treaties, common law, equity and other such unwritten laws applicable to any act, omission, conduct, matter or thing for any reason.

2.24. Materials means any materials provided by the Company, the User or a third party (as applicable), including without limitation, any:

(a) material, including usage and telemetry activities;

(b) reports, text, code, data, documents, images, photographs, graphics, logos, icons, audio, videos, webcasts, digital downloads and data compilations;

(d) software.

2.25. Moral Rights means rights of integrity, rights of attribution and other rights of an analogous nature which may now exist, or which may exist in the future under the Copyright Act 1968 (Cth) or under the Law of a country other than Australia.

2.26. Non-excludable Rights has the meaning given to that term by clause 10.1.

2.27. Penalty Interest has the meaning give to that term by clause 8.1.

2.28. Personal Information has the meaning given to that expression in the Privacy Act1988 (Cth).

2.29. Platform means the automated content creation and generation platform from which the Service is delivered via the Website and as described on the Website from time to time.

2.30. Prescribed Rate means the rate fixed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic).

2.31. Privacy Laws means all privacy laws and regulations applicable to the User and the members of the User’s database, including the Privacy Act 1988 (Cth) in respect of information collected in Australia or pertaining to persons in Australia.

2.32. Privacy Policy means the privacy policy of the Company, as amended from time to time in the sole and absolute discretion of the Company, and accessible at URL https://www.opcentral.com.au/legal/privacy-policyor otherwise as notified by the Company to the User.

2.33. Prohibited Activity has the meaning given to that term by clause 15.2.

2.34. Related Bodies Corporate has the meaning given to that term in section 50 of the Corporations Act 2001 (Cth).

2.35. Revised Terms has the meaning given to that term by clause 16.7.

2.36. Service means the service described in clause 1.1.

2.37. Service and Content IP means all Intellectual Property Rights (including any portion thereof and Improvements thereto):

(a) owned or controlled by, or licenced to, the Company at any time;

(b) subsisting in the Platform and/or the Service; and/or

2.38. Terms means these terms and conditions in respect of a User’s use of the Platform, the Service and Company Materials which comprises these terms and conditions (including as may be updated from time to time), any other special conditions agreed separately between the Company and the User in connection with the User’s access and use of the Platform, the Service, the Privacy Policy, the User Account Application, the Debit Authorisation and any Content Policy adopted by the Company from time to time.

2.39. Third Party Services has the meaning given to that term by clause 11.1.

2.40. Third Party Terms has the meaning given to that term by clause 11.2.

2.41. User means the user identified in the User Account Application and its employees, agents, contractors, representatives and other persons who access its User Account using its User Credentials from time to time.

2.42. User Account means the user account established by the Company and used by the User to access and utilise the Platform and the Service.

2.43. User Account Application means an application in a form specified by the Company from time to time which is required to be completed and submitted to the Company in order to establish a User Account;

2.44. User Credentials means the credentials issued by the Company to the User required to access its User Account.

2.45. User Financial Institution means the financial institution that has issued the Credit Card.

2.46. User Generated Materials means the original and novel Materials generated or created by the User’s use of the Service and solely based on the Input User Data.

2.47. User Warranties means the warranties provided by the User under clause 12and User Warranty means any one of them.

2.48. Website means the website located at https://www.opcentral.com.au,any website that may replace that website, and any other website from which the Company may provide or facilitate provision of the Platform and the Service from time to time.

3. GENERAL CONDITIONS

3.1. The Company grants the User a limited, non-exclusive, non-transferable and revocable right to use the Service subject to and in accordance with these Terms.

3.2. The User:

(a) covenants and undertakes that it will strictly comply with these Terms and all applicable Laws in using the Service and exploiting any Company Materials; and

(b) acknowledges and agrees that the Company (and where applicable its licensees) exclusively own all rights, title, and interest (including Intellectual Property Rights) in and to the Platform, the Service and all Company Materials.

3.3. The Company may withdraw and cease providing the Service at any time without notice nor liability to the User.

4. CONDITIONS OF USE

The User acknowledges and agrees that:

4.1. it shall not, and shall not attempt to, reverse assemble, reverse compile, reverse engineer, decompile, translate, discover the source code or underlying components of models, algorithms, and systems contained or underlying the Platform, the Service or any Company Materials, be they generated by the Service or otherwise;

4.2. it shall not, in using the Service, impersonate nor attempt to impersonate the Company, a Company employee, another user, or any other person;

4.3. it shall engage in any conduct that restricts or inhibits any other person’s use or enjoyment of the Service, or which in the reasonable opinion of the Company may harm the Company or other users of the Service in any way;

4.4. it shall only access the Platform and use the Service and any Company Materials in a manner which is permitted by these Terms and Law in any jurisdiction in which such use occurs;

4.5. it shall keep confidential, and secure, its User Credentials and not share its User Credentials with any third party or unauthorised persons;

4.6. it shall not use the Platform nor the Service to transmit, or procure the sending of any communication or documentation which includes advertising or promotional material, to any third party;

4.7. it shall ensure no Input User Data includes anything that is in contravention of the Content Policy;

4.8. it shall implement reasonable and appropriate measures designed to secure its access to its User Account and use of the Service and, in the event that the User becomes aware of any vulnerabilities in relation thereto, security threats or breaches related to its User Account or the Service (Security Threat),it shall immediately contact the Company and provide comprehensive details of that Security Threat;

4.9. it shall not infringe any Intellectual Property Rights of the Company or its licensors;

4.10. it shall provide, and is responsible for providing, truthful, accurate and complete information about itself in all material submitted to the Company, including in respect of registration to use the Platform and the Service, and to update such information with the Company so as to keep it current;

4.11. it acknowledges that it may be required to provide the Company with certain Personal Information (which may include a name, email, address or phone number)to access and use the Platform and the Service;

4.12. itis entirely responsible for maintaining the confidentiality of User Credential sand, furthermore, it is entirely responsible for any and all activities that occur under its User Account. The decision to accept a registration is in the Company’s discretion and, at the Company’s sole discretion, we may immediately terminate the accounts or access rights of Users who may have provided inaccurate or incomplete information during registration;

4.13. any goodwill in the Platform generated by the User belongs to the Company;

4.14. by submitting a User Account Application and applying to register an account to use the Platform and the Service on behalf of a body corporate and by accepting these Terms and Privacy Policy (as updated from time to time) on behalf of a body corporate, the User warrants that it is duly authorised to represent the body corporate and its Related Bodies Corporate and bind them to these Terms and the Privacy Policy;

4.15. despite anything else in these Terms, to the extent that the Service is accessed or used by any of its Related Bodies Corporate and such Related Bodies Corporate are not bound by these Terms, the User must ensure that its Related Bodies Corporate comply with these Terms and must procure that its Related Bodies Corporate make the same warranties and grant to the Company the same licences and rights as are made and granted by the User as set out in these Terms;

4.16. it may not register to use the Platform and the Service if it is already registered or if it was previously a registered user and the Company cancelled its User Account as a result of the User being in breach of these Terms;

4.17. it must immediately notify the Company of any unauthorised use of its User Credentials or account or any other breach of security. The Company will not be liable for any loss or damage whatsoever resulting from the disclosure of its User Account details and/or User Credentials contrary to these Terms;

4.18. itis responsible for ensuring that the information the Company holds about the User is up to date. The User must amend its details via the Platform as appropriate from time to time or contact the Company if the User requires assistance;

4.19. all Input User Data and User Generated Materials, including the Input User Data submitted by the User to or via the Platform, are entirely its responsibility;

4.20. the Company and the Service is purely a content generation mechanism and has no involvement in the Input User Data;

4.21. the Company may not be able to provide all or part of the Platform or any Service(or the Platform or relevant Service in the manner intended) if the Input User Data provided by the User is not complete, correct or accurate or of a quality or condition suitable for processing based on the Company’s applicable standards, specifications and procedures, or is otherwise not in the format required by the Company;

4.22. the Company is not responsible for any errors, omissions, losses or damages of any kind resulting directly or indirectly from any inaccuracies in Input User Data provided by the User or any failure by the User to ensure the integrity, completeness or accuracy of Input User Data before providing it to the Company, inputting it into the Platform or transmitting it via the Platform; and

4.23. the Company may use or modify the Input User Data and information derived from the Input User Data (including by aggregation and other de-identifying techniques) to produce User Generated Data.

5. DISCLAIMER& USER ACKNOWLEDGEMENTS

5.1. The Company:

(a) makes the Platform, the Service and the Company Materials available to the User on an “as is” basis; and

(b) gives no warranties (whether express or implied), and makes no representations, that the Platform, the Service or Company Materials shall be uninterrupted, secure, fit for any purpose, of any specified or merchantable quality, free from error, accurate, reliable or complete.

5.2. The User acknowledges and agrees that:

(a) the Company is not responsible nor liable for the accuracy, completeness, legality, reliability, operability or availability of the Platform, the Service, the Company Materials or any User Generated Materials generated by the User’s use of the Service; and

(b) it utilises the Service and any Company Materials at its own risk and has been advised by the Company to obtain its own legal and professional advice with respect to these Terms and the use of the Service, any Company Materials and any User Generated Materials.

6. FEES

6.1. The Company will charge the User the Applicable Rate multiplied by the number of words included in any User Generated Materials (Fees).

6.2. The Applicable Rate may be increased by the Company:

(a) with notice to the User, in the sole and absolute discretion of the Company; and

(b) without notice to the User, in respect of any increase in:

i. taxes, duties and excises; or

ii. any other costs beyond the reasonable control of the Company.

6.3. The Fees are exclusive of any GST and any other taxes, duties and excises, which if applicable, must be paid by the User in addition to the Fees at the same time and manner as the User pays for the Fees.

7. DIRECT DEBIT PAYMENT

7.1. On the first Business Day of each month, the Company will issue a tax invoice to the User detailing all Fees which have accrued to the User during the calendar month ending immediately prior (Debit Day).

7.2. The User authorises the Company to:

(a) arrange directly or via a third party (including without limitation via the Debit Service Provider) to debit from the Credit Card on the Debit Day all outstanding Fees and other amounts payable to the Company;

(b) verify any details regarding its Credit Card with the User Financial Institution; and

(c) debit all dishonour fees and similar costs incurred by the Company resulting from any dishonoured, declined or rejected Debit Payment(Dishonour Fees) and otherwise agrees to indemnify, and keep indemnified, the Company in respect of all Dishonour Fees.

7.3. The User acknowledges and agrees that:

(a) it is the User’s responsibility to ensure that there are sufficient funds available via the Credit Card so as to allow each Debit Payment to be successfully processed by the User Financial Institution on each Debit Day and that all Fees and other amounts payable to the Company are paid in accordance with these Terms;

(b) it must advise the Company in the circumstances that the Credit Card is cancelled prior to the next scheduled Debit Day; and

(c) in the circumstances that a Debit Payment is declined, dishonoured or rejected for any reason whatsoever, the User must immediately make payment of any Fees or other amounts then due and payable to the Company’s nominated account in Cleared Funds.

7.4. Where the User believes there has been an error with respect to a Debit Payment or tax invoice issued under clause 7.1, the User must notify the Company in writing within 5 Business Days of the relevant Debit Day (Debit Dispute Notice).

7.5. Where the Company receives any Debit Dispute Notice under clause 7.4and it concludes that the Credit Card has:

(a) been incorrectly debited the Company will, subject to clause 7.6,refund any amount that has been debited to the Credit Card which exceeds the Fees then due and payable by the User; or

(b) not been incorrectly debited, the Company will, within a reasonable amount of time after receiving the Debit Dispute Notice, provide the User with written reasons as to why that conclusion has been reached.

7.6. Where the Company is required under these Terms or otherwise to make payment of any amount to the User for any reason whatsoever, the Company may in its sole and absolute discretion set off the amount due and payable to the User against amount due and payable by the User to the Company at that time.

7.7. The Company may change its methods and terms of payment set out in this clause 7at any time by giving notice to the User.

8. COSTSAND INTEREST

8.1. Should the User fail to make any payment under these Terms by the due date (whether or not formally or legally demanded):

(a) the Company shall have the right, without prejudice to any other right or remedy available to it, to impose interest on the overdue amount at the Prescribed Rate (Penalty Interest); and

(b) without prejudice to clause 16.1,the User shall be liable on an indemnity basis for all costs incurred, and loss and damage suffered by, the Company including, without limitation, legal costs and mercantile agent fees incurred by the Company in recovering any outstanding amount from the User.

8.2. Penalty Interest imposed pursuant to clause 8.1(a)shall be calculated and accrue daily until the overdue amount is paid in full in Cleared Funds.

9. DEFAULT

9.1. The User will be in default of these Terms if any of the following occurs (each an Event of Default):

(a) any amount (in whole or part) due and payable by the User under these Terms (including but not limited to Fees) remains unpaid for 7 days after it was due (whether or not legally or formally demanded);

(b) the User neglects or fails to observe or perform any of its obligations or undertakings (expressed or implied) under these Terms and that default is:

i. incapable of remedy; or

ii. capable of remedy and has remained un-rectified for a period of 7 days after being given notice of the default;

(d) the User suffers an Insolvency Event; or

(e) the Company exercises a right of suspension or termination under any other agreement between the Company and the User as a consequence of any event suffered by, or act or omissions of, the User which is analogous to anything constituting an ‘event of default’ under tha tagreement or these Terms.

9.2. Upon an Event of Default, the Company, without prejudice to any other rights it has under these Terms, at Law or in equity, may at its option immediately suspend or terminate any contract (including these Terms) with the User without further notice, and payment for the Services provided up to the date of such suspension or termination and any other amounts payable under these Terms by the User will immediately become due and payable.

10. LIMITATIONOF LIABILITY

10.1. The parties acknowledge that, under applicable Laws, certain terms may be implied into these Terms, certain obligations may be imposed on the Company, and certain rights and remedies may be conferred on the User which cannot be lawfully excluded, restricted, or modified by contract (Non-excludable Rights).

10.2. Except for the Non-excludable Rights, the User acknowledges and agrees that the Company accepts no liability for:

(a) any claim (of any kind or nature) by the User or any other person, including(without limitation) any claims relating to or arising from all terms, conditions, guarantees, and warranties (expressed or implied), and all rights and remedies conferred on the User by Law; or

(b) any representations, warranties, conditions, or agreements made by any agent or representative which are not expressly confirmed by the Company in writing, and the liability of the Company for any such matters is expressly excluded.

10.3. Without prejudice to anything else contained in this clause 10,the Company’s liability for defective Service(s) and loss or damage caused, whether directly or indirectly, by a defective Service is limited, at the Company’s option to either:

(a) Re-supplying the relevant Service(s) to the extent necessary to eliminate the relevant defect(s); or

(b) refunding the Fees which have been paid to the Company by the User with respect to the defective Service(s).

10.4. In no circumstances whatsoever will the Company have any liability (of any kind or nature) for any consequential loss or damage, loss of profits, economic loss, loss of data or loss of use which may in any way arise from or in connection with the supply of the Platform, the Service or Company Materials by the Company.

11. THIRD PARTY SERVICES

11.1. The Company may in its sole and absolute discretion utilise third party software and other services, in the course of, or in connection with the provision of the Service to the User (Third Party Services).

11.2. The User acknowledges and agrees that a Third Party Service may be subject to its own terms and conditions (Third Party Terms) and the Company is not responsible, or in any way liable for a Third Party Service, including in respect and the User is solely responsible for accessing, assessing, accepting and complying with those Third Party Terms.

11.3. Without limitation to generality of this clause 11,the Company may use the Direct Debit Provider to process direct debits pursuant to clause 7and the User:

(a) agrees that it is bound by the Director Debit Provider’s Third Party Terms to the extent they apply to the User, which are accessible at URL https://stripe.com/legal; and

(b) must do all things reasonably necessary to ensure its use of the Platform and the Service and compliance with these Terms does not cause the Company, directly or indirectly, to be in breach of any obligations owed to the Direct Debit Provider.

11.4. Without prejudice to clause 16.1,the User shall indemnify, and keep indemnified, the Company with respect to all loss, costs, expense, damage and liabilities incurred by the Company arising as a result of the User’s use of any Third Party Service in connection with the Platform or the Service.

12. USERWARRANTIES

In addition to any other warranties or representations provided by the User under these Terms or otherwise at Law, the User represents and warrants to the Company that:

12.1. capacity and power: it has full legal capacity and corporate authority or statutory power (as the case may be) to execute and properly perform its obligations arising under these Terms;

12.2. authority: it has taken all corporate and other action necessary to authorise the acceptance and proper performance of its obligations arising under these Terms;

12.3. binding obligations: these Terms constitute valid and binding legal obligations upon it, which are enforceable in accordance with the terms and conditions of these Terms;

12.4. Input User Data:

(a) the User’s use of the Input User Data, and the act of the User submitting or uploading the Input User Data to the Platform and using the Service to generate User Generated Materials based on the Input User Data, does not breach or infringe the rights(including Intellectual Property Rights) of any third party anywhere in the world at any time;

(b) it has the right to, or has otherwise obtained all licences, consents, authorisations and approvals and made all necessary disclosures necessary to, collect, store, disclose, use, upload, reproduce, permit the Company to reproduce, transmit and/or transfer the Input User Data using the Platform and the Service, including any Personal Information included in the Input User Data;

(d) the Input User Data will comply with any guidelines specified by the Company on the Website from time to time; and

(e) the Company’s use and the exploitation of the Input User Data IP in respect of the Service in accordance with these Terms will not infringe the rights (including Intellectual Property Rights) of any third party anywhere in the world at any time;

12.5. performance permitted: its acceptance of these Terms and use of the Platform, the Service and/or the Company Materials does not, and will not, contravene:

(a) any applicable Law; or

(b) any agreement or obligation binding upon the User or applicable to its assets, revenue or business; and

12.6. User Account Application: all information provided by the User to the Company, including within its User Account Application and Debit Authorisation is accurate and complete and not false, misleading or deceptive in any way (including by omission);

12.7. Third party email lists: the User will not use purchased, rented or third party lists of email addresses; and

12.8. Privacy Laws: the Input User Data will comply with the specific requirements of the applicable Privacy Laws.

13. INTELLECTUALPROPERTY

13.1. The parties hereby acknowledge and agree that, except as otherwise set forth in these Terms:

(a) the Company is the sole owner of, and shall retain all rights, titles and interests (including but not limited Intellectual Property Rights) in and to, the Service and Content IP;

(b) the User shall retain all of its rights, titles and interests (including but not limited Intellectual Property Rights) in and to any Input User Data IP; and

(c) as between the Company and the User, the User shall own all rights, titles and interests (including but not limited Intellectual Property Rights) in and to any User Generated Materials to the extent that they do not contain Company Materials.

13.2. The User grants the Company a non-exclusive, irrevocable, royalty free, worldwide, transferable and perpetual licence to use and exploit all Input User Data and Input User Data IP for the purpose of the Service creating and generating User Generated Data.

13.3. The User shall, at the Company’s request, execute or procure the execution of all documents and do or procure the doing of all things necessary and desirable, in order to:

(a) perfect the Company’s right, title and interest in and to the Service and Content IP; and

(b) fully protect and secure the Company’s entitlements in and to its right title and interest in and to the Service and Content IP.

13.4. The User may not copy, adapt, display, communicate to the public or otherwise use any Company Materials except as enabled and permitted by the Platform and/or these Terms from time to time. The User agrees that nothing in these Terms transfers any of the Company’s Intellectual Property Rights to the User and that no transfer of the Company’s (or the Company’s licensors’) Intellectual Property Rights occurs at any time by the User’s access or use of the Platform or any the Service.

13.5. The User agrees it will not, without the Company’s prior written consent, seek to claim ownership or any rights in or apply to register any:

(a) trade or service mark in the User’s own or any other name which is the same as or similar to any trade or service mark owned or used by the Company;

(b) patent in the User’s own or any other name any patent which is the same as or similar to any patent owned by the Company; or

13.6. The User must use reasonable endeavours to ensure that all of the User’s Related Bodies Corporate and related parties comply with this clause 13

14. INFORMATION

14.1. The User consents to the Company collecting, holding, using, and disclosing the User’s Personal Information and other information submitted on or via the Platform by the User for the following purposes:

(a) administering(directly or indirectly) the Company’s contracts and enforcing the Company’s rights and performing the Company’s obligations under these Terms;

(b) ascertaining(from time to time) the User’s creditworthiness and obtaining (from time to time) credit reports, character references, or credit statements;

(c) enabling the Company to notify any credit agency of any application for credit or default on any obligation of the User to the Company and enabling the Company to provide such information to any credit agency so such credit agency can maintain effective accounting records; and

(d) enabling the Company to correspond with the User for any purpose.

14.2. The User covenants and undertakes that it shall obtain all consents and authorisations necessary at Law before including any Personal Information or other information belonging or relating to another person in any User Input Data or which it otherwise provides to the Company.

15. RESTRAINT

15.1. In this clause 15 ‘Restraint Period’ means the period during which the User is utilising the Service and the period of:

(a) 36 months;

(b) 24 months; or

immediately afterthe User ceases utilising the Service.

15.2. The User agrees that, during the RestraintPeriod, the User will not directly or indirectly engage in any business thatcompetes with the Service or the Platform or assist anyone in doing so, includingwithout limitation, developing or offering a service that is substantially similarto or competitive with the Service (Prohibited Activity).

15.3. TheUser separately enters into each of the covenants resulting from combining separatelyeach Restraint Period with a Prohibited Activity.

15.4. The User acknowledges and agrees that:

(a) eachof therestrictions arising under this clause 15are reasonable and necessary in the circumstances, to protect the Company’slegitimate business interests; and

(b) inaddition to the Company’s right to obtain an injunction arising out of the breach ofany of the covenants in this clause 15and elsewhere in these Terms, it may also be liable in damages (includingpunitive or special damages).

16. MISCELLANEOUS

16.1. Indemnity

The User indemnifies, and must keep indemnified, the Company and itsofficers, employees, servants and agents (Indemnified Party) from and inrespect of all costs, expenses, fees, claims, damages, liabilities and losses (includingany indirect or consequential loss or damage including loss of opportunity, lossof profits, Loss of goodwill or other financial loss or expense) suffered, paidor incurred by an Indemnified Party or for which an Indemnified Party is or maybecome liable by reason of, in relation to or in connection with:

(a) a breach by the User of any obligation binding upon it, or representation or undertaking givenby it, under these Terms;

(b) any User Warranty providedby the User being false, misleading or deceptive when itwas given or at any future time; and

16.2. Waiver

The non-exercise of or delay in exercising a right of a party shall not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by notice, signed by the party to be bound by the waiver.

16.3. Severability

These Terms shall,so far as possible, be interpreted and construed so as not to be invalid,illegal or unenforceable in any respect, but if a provision, on its true interpretationor construction is held to be illegal, invalid or unenforceable:

(a) that provisionshall, so far as possible, be read down to the extent that it may be necessaryto ensure that it is not illegal, invalid or unenforceable and as may bereasonable in all the circumstances so as to give it a valid operation; or

(b) if the provisionor part of it cannot effectively be read down, that provision or part of it shallbe deemed to be void and severable and the remaining provisions of these Terms shallnot in any way be affected or impaired and shall continue notwithstanding thatillegality, invalidity or unenforceability.

16.4. Relationship of Parties

These Terms do not constitute or give rise to a partnership, contract of employment, joint venture or relationship of agency between the Company and theUser.

16.5. Assignment

(a) The Company may assign,novate or transfer any of its rights, interests or obligations under these Termswithout notice to the User.

(b) The User is notpermitted to, and shall not, assign, novate or transfer any of its rights,interests or obligations under these Terms without the prior written consent ofthe Company, which may be withheld by the Company in its sole and absolutediscretion.

16.6. Governing Law and Jurisdiction

These Terms aregoverned by the laws of Victoria, Australia and each party submits to the exclusivejurisdiction of the courts of that state. The parties irrevocably waive any objectionto the venue of any legal process on the basis that the process has beenbrought in an inconvenient forum.

16.7. Variation of Terms

The Company may in its sole and absolute discretion at any time by notice to the User, or by posting same on the Website, amend, modify, revise supplement or withdraw, whether in full or in part, these Terms (Revised Terms). The User’s continued use of the Platform and the Service subsequent to the issue of any such notice by the Company constitutes the User’s acceptance of those Revised Terms.

16.8. Notices

(a) The User can mayprovide notice to the Company in writing with respect to any matter arisingunder these Terms by email at support@opcentral.com.au.

(b) The Company maygive notice to the User under or in respect of these Terms using:

i. any contact method specified in the User’s User AccountApplication as updated by written notice to the Company from time to time;

ii. the User’s User Account; or

iii. otherwise via email to the email address associatedwith the User’s User Account.

16.9. No Reliance

Except as expressly set out in these Terms, the User acknowledges and agrees that it has not accepted or entered into these Terms on the basis of any representations made by the Company or its representatives which are not expressly included in these Terms.

16.10. Entire Agreement

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and extinguish all prior agreements and understandings between the parties with respect to the matters covered in these Terms and all related representations or warranties previously given.

16.11.Interpretation

In the interpretation of these Terms unless there is something inthe subject or context inconsistent therewith:

(a) words importing the singular shall be deemed toinclude the plural and vice versa;

(b) words importing any gender shall be deemed to includeall other genders;

(c) words importing persons shall be deemed to includeall bodies and associations, corporate or unincorporate and vice versa;

(d) all references to a clause or party is a referenceto a clause of, or a party to, these Terms unless expressly set out to the contrary;

(e) expressions cognate with expressions defined in clause2 shall be construedaccordingly;

(f) all reference to dates and times are to Melbourne,Victoria, Australia time;

(g) other parts of speech and grammatical forms of aword or phrase defined in these Terms have a corresponding meaning;

(h) a reference to a document includes all amendments orsupplements to, or replacements or novations of, that document;

(i) a reference to a party to a document includes that party’ssuccessors and permitted assigns; and

(j) headings are inserted for convenience and do not affectthe interpretation of these Terms.

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