GlobalX Customer Service Terms & Conditions

GLOBALX PTY LTD ACN 099 032 596 of Cathedral Square West Tower, Level 6, 410 Ann Street, Brisbane QLD 4000 (“GlobalX”) is a provider of property, business, consumer and other information and related services, practice management software and conveyancing and legal support services; including property settlements, court searching and filing, document lodgment and stamp duty assessment. These services include providing information and services sourced from federal, state and local government departments, agencies and industry sources. Some services are also provided by GlobalX as licensed resellers of government information.A Customer Service Agreement is formed between GlobalX and the Customer on the terms of the Order Form and these Terms and Conditions in respect of the Services and Software Products (at the time of order) and otherwise when the Order Form is agreed to by both parties and exchanged.


It is Agreed as follows:

  1. DEFINITIONS AND INTERPRETATION

    1. In this Agreement, the following definitions and interpretation apply:
      1. ACNC means the Australian Charities and Not-for-profits Commission.
      2. Act of Default means (a) any breach of this Agreement including but not limited to a default in payment of any Charges or unauthorised disclosure of the Security Information; (b) where the Customer suffers an Insolvency Event or has an administrator, liquidator or receiver appointed or enters into any composition with or scheme of arrangement for the benefit of the Customer’s creditors.
      3. Agent means any legal entity acting on behalf of another.
      4. Agreement means this Customer Service Agreement comprising the Order Form(s) and these Terms and Conditions.
      5. Annual Maintenance and Support takes its meaning from what is included and excluded in clause 7.
      6. ASIC means the Australian Securities and Investments Commission.
      7. ASIC Register means the registers which ASIC maintains, from time to time, pursuant to legislation.
      8. ASIC System means ASIC’s computer systems including all hardware and software, used to interface with the Information Broker’s System.
      9. Business Hours means 7am – 7pm Monday to Friday Australian Eastern Daylight Time (AEDT) excluding national public holidays.
      10. Charges means the charges payable by the Customer to GlobalX pursuant to this Agreement including, but not limited to, fees connected with the use of the Service or the Software Product. GlobalX may change the Charges for a Service or Software Product not contemplated on the Order Form from time to time at its absolute discretion without being required to provide notice to the Customer.
      11. Confidential Information means all trade secrets, ideas, know-how, concepts and information whether in writing or otherwise relating to the Software Product or the business, marketing or promotional affairs of GlobalX. The Confidential Information includes but is not limited to:
        1. Customer registration codes and passwords;
        2. Products and service price information and lists;
        3. Manuals;
        4. Software and software Updates including source code;
        5. SQL scripts written by GlobalX for the purposes of operating the Software Product or providing the Service.
      12. Content means the information made available to the Customer through a Service.
      13. Content Services means the provision of information (including but not limited to any and all search results and Property Certificates from any Information Provider that GlobalX provides to the Customer) directly to the Customer or through a Software Product.
      14. Customer means the individual or legal entity (and if more than one, all of them jointly and severally) who has accepted this Agreement by physically or electronically signing and returning to GlobalX a hard or electronic copy of it or selecting the “I Accept” (or similar) button on any GlobalX Website.
      15. Default Interest Rate means the higher of:
        1. 13 percent p.a.; and
        2. the percentage (or maximum percentage) stated by the Reserve Bank of Australia as the “Cash Rate Target” plus a further five percentage points (i.e. the Reserve Bank of Australia Cash Rate Target + 5% p.a.).
      16. Direct Marketing means one to one marketing using personal details (e.g. name, address, email address), normally supported by a database, which uses one or more forms of advertising media to effect a measureable response or transaction from a person (including a corporation or organisation), and includes, but is not limited to, telemarketing, bulk email messaging (whether or not spam), postal canvassing and list brokering.
      17. GlobalX Group means GlobalX Information Pty Ltd ACN 073 436 414 and its subsidiaries from time to time, including (but not limited to) GlobalX Pty Ltd ABN 35 099 032 596, Open Practice Solutions Pty Ltd ABN 93 117 686 389 or Practice Management Plus Pty Ltd ABN 37 126 792 989.
      18. GlobalX Website includes any website of any entity in the GlobalX Group or “Powered by GlobalX” being a white labelled version of a GlobalX website used by a Reseller.
      19. GST means Goods and Services Tax within the meaning of the Goods and Services Tax Act 1999 (Cth) from time to time as amended.
      20. Information Broker System means the Information Broker’s computer system, including all hardware and software engaged in ordering, receipt, storage, or transmission or Search Extracts from the ASIC System.
      21. Information Provider means an entity (whether government or private) whose information the Service Provider may from time to time provide.
      22. Information Provider Information means information provided by an Information Provider, whether in electronic or hard copy format, that may be accessed by a Customer.
      23. Insolvency Event means any of the following events in respect of the Customer (and if the Customer is more than one person or entity, then any of them):
        1. a bankruptcy or winding-up proceeding is made to the relevant court;
        2. an order is made or a resolution is passed to wind up;
        3. an external administrator is appointed; or
        4. a sequestration order is made for the Customer to be declared bankrupt.
      24. Intellectual Property means all intellectual and industrial property including but not limited to copyright, patents, registered and unregistered trademarks, registered designs, trade secrets or know how.
      25. Legislation includes regulation (by any level of government).
      26. Manual Services means the bureau manual searching services, property settlement services, manual filing of documents and other physical services delivered by GlobalX or a member of the GlobalX Group to the Customer.
      27. Order Form means the form prescribed by GlobalX to place an order for a Service or a Software Product (whether as part of our online session or a separate Order Form, paper or electronic).
      28. Organisation includes a company, business, sole trader or any other entity.
      29. Personal Information means personal information as defined in the Privacy Act 1988 (Cth) and similar legislation of the Commonwealth and the States and Territories of the Commonwealth (including, without limitation, the Privacy and Personal Information Protection Act 1998 (NSW) and the Information Privacy Act 2000 (Vic)), and other information to which laws relating to privacy apply, contained in Information Provider Information. Personal Information includes information or an opinion (including information or an opinion forming part of a database and whether or not recorded in a material form) about an individual whose identity is apparent or can reasonably be ascertained from the information or opinion.
      30. PEXA means Property Exchange Australia Limited ABN 92 140 677 792.
      31. PEXA Platform means the electronic lodgment network developed by Property Exchange Australia Limited ABN 92 140 677 792 and marketed under the trade mark PEXA.
      32. Privacy Laws means all Legislation in relation to privacy and without limitation includes the Privacy Act 1988 (Cth) and the Australian Privacy Principles, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth).
      33. Property Certificates means both instantly available and off line conveyancing certificates including but not limited to land tax, roads and heritage.
      34. Related Bodies Corporate takes its meaning from the definition of that term in section 9 of the Corporations Act 2001 (Cth).
      35. Reseller means a Customer who is licensed by GlobalX to sell a Service or Software Product onto their own end- used customers.
      36. Search Extract means the information, data, copy of document image (doc image) or document extract, including ASIC Registers, that are accessible by the Information Broker through the ASIC System, or as otherwise notified by ASIC.
      37. Security Information means the Customer’s log-in details, usernames, private keys or passwords or other access controls provided to the Customer or User to access the Service or Software Products.
      38. Service means:
        1. Content Services;
        2. Manual Services; and
        3. Any and all other discrete services provided under this Agreement
      39. Service Provider means GlobalX or any entity of the GlobalX Group providing the Service or the Software Product to the Customer under sub-contract from GlobalX.
      40. Software Licence means the licence of the Customer to use the Software Product in accordance with the terms of this Agreement (see clause 7).
      41. Software Product means GlobalX Group proprietary software systems and system interfaces, including, without limitation, intelli-Link, Open Practice, Open Practice Mobile, OPT, OPP, OPD, OPS, Worldox, Matter Centre and PEXA Platform, that are licensed to the Customer for its use under the terms of this Agreement including service packs and Updates.
      42. Software Licence Commencement Date is the commencement date set out in the Order Form.
      43. Software Product Licensor means the owner or licensor of the non-proprietary Software Products of GlobalX.
      44. Test Database means a replica of the ASIC System which operates outside ASIC’s live or production environment.
      45. Update includes patch, enhancement or upgrade.
      46. In this Agreement:
        1. Headings are for convenience and do not affect interpretation;
        2. the singular includes the plural and vice versa;
        3. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
        4. a reference to a party includes its executors, administrators, successors and permitted assigns;
        5. words and expressions denoting natural persons include bodies corporate, partnerships, associations, governments and governmental authorities and agencies and vice versa;
        6. a reference to any legislation, statutory instrument or regulation shall be construed in accordance with the Acts Interpretation Act 1901 (Cth) (or the equivalent State legislation, as applicable);
        7. the words “include”, “includes” and “including” are not words of limitation; and
        8. References to Legislation means that Legislation as amended from to time to time including any replacement Legislation.
      47. PRELIMINARY PROVISIONS

        1. GlobalX may change the provisions of this Agreement at its absolute discretion from time to time in respect of a Customer Service Agreement for account customers for Services and Software Products:
          1. In respect of provisions in connection with these Services on not less than 30 days’ written notice by GlobalX to the Customer (or shorter period requested by an Information Provider);
          2. Otherwise, by written notice by GlobalX to the Customer at least 30 days prior to the renewal date of its Software Product Licences (or most of those licences if they have different renewal dates), there being only one Customer Service Agreement with potentially multiple Order Forms with the Version of these Terms and Conditions that apply to the whole of that Customer Service Agreement being the latest version (that is, the version current when the most recent Order Form was agreed to).
        2. If the Customer is a Reseller then the Customer must ensure that it contractually requires its end users to comply with these terms and conditions at all times as if the end-user were the Customer jointly and severally owing those obligations to GlobalX (the necessary changes being made).
        3. The Customer acknowledges that any Service Provider does not purport to give legal advice through the provision of its Services or Software Products.
        4. The Service Provider appreciates that some of these terms and conditions may appear unfair and one-sided. The Service Provider genuinely strives to ensure its terms of trade are fair and easy to understand but at the same time also protect its reasonable commercial interests. Most of the Content provided to you has been sourced by the Service Provider from various Federal and State Government departments and agencies. The contracts between the Service Provider and those Government departments and agencies often require the Service Provider to impose certain terms and conditions on the users of the Content including in relation to the use and security of access to the Content. Government departments and agencies treat any potential breach or misuse of Content, whether from the Service Provider or others, very seriously. Any unauthorised conduct by you has the potential to cause significant detriment to the Service Provider in relation to its contractual relationships with those Government departments and agencies. For this reason, the Service Provider likewise treats as very serious any breaches or potential breaches of this Agreement.


PART 1 – PROVISIONS RELATING TO THE SERVICE:
  1. ACCESS TO THE SERVICE

    1. Access

      1. GlobalX grants to the Customer a non-exclusive right to access the Service, subject to:
        1. the terms and conditions of the Agreement;
        2. the Customer’s continuing adherence to the operating instructions displayed on the electronic platform for the Service from time to time; and
        3. any reasonable requirement notified to the Customer by the Service Provider from time to time.
    2. Order (offer) and Acceptance

      1. A Customer may order Services by placing an online order on the GlobalX Website (Order Form) and in relation to ordering the Customer agrees that:
        1. By placing an online order on the GlobalX Website, the Customer is offering to purchase the Service from GlobalX in accordance with this Agreement.
        2. GlobalX may accept the Customer’s offer by delivering the Content to the Customer or undertaking the Service. GlobalX will not be obliged to accept the Customer’s offer even if the Customer has pre-paid for the Service. GlobalX may reject the Customer’s offer by refunding to the Customer any payment made by the Customer.
        3. Content ordered by the Customer will be delivered to the Customer at the email address nominated by the Customer on the Website’s online Order Form or delivered via Intelli-Doc, or in such other manner as may be agreed to between the Customer and Service Provider (including but not limited to through a Software Product).
      2. In addition to the methods described in clause 2.2(a) above, a Customer may order Manual Services or other services by submitting a request to GlobalX using an electronic or hard copy Order Form supplied by GlobalX. GlobalX will notify the Customer within a reasonable period of time if the request for Manual Services or other services is not accepted. If the request is accepted, GlobalX will communicate acceptance by acting in accordance with the Customer’s instructions.
    3. Specific Reservation

      1. The Customer acknowledges that GlobalX gives no warranty or representation that any Information Provider Information or Content provided through any Information Provider is complete, accurate or up-to-date.
    4. Provisions Specific to Manual Services

      1. GlobalX will be entitled to be reimbursed for any out of pocket expenses (including GST) incurred by it in connection with the provision of the Manual Services (including but not limited to filing fees, court fees, requisition fees, search fees and other expenses). These expenses will usually be invoiced to the Customer at the time of invoicing the Charges.
      2. The Customer acknowledges that GlobalX is solely responsible for controlling the manner in which it provides the Manual Services.
      3. The Customer acknowledges that GlobalX will attend a property settlement at the time and location specified by the Customer in the settlement booking. GlobalX will notify the Customer’s office if they anticipate arriving at the settlement location more than ten minutes after the specified settlement time. GlobalX will not settle a matter prior to the specified settlement time without the express written or verbal consent of the Customer.
      4. GlobalX will notify the Customer within 30 minutes of the specified settlement time regarding the progress of settlement – either confirmation that settlement has been completed or advice as to the status of the settlement.
      5. The Customer acknowledges that if GlobalX is requested to conduct a final title search on behalf of the Customer, the following protocol will be followed:
        1. If conducting a final title search for a lot in a Strata Plan, GlobalX will not conduct a final title search on the Common Property unless specifically requested;
        2. For settlements prior to 1pm GlobalX will conduct the final title search by 10.30am on the day of settlement;
        3. For settlements after 1pm GlobalX will conduct the final title search by 1.00pm on the day of settlement.
      6. The Customer acknowledges that all final title searches conducted by the Customer must be provided to GlobalX by 10:30am for settlements prior to 1:00pm, and by 12:30pm for settlements after 1:00pm. If the final title search is not received by this time, the Customer consents to GlobalX conducting the final title search on their behalf and this search will be invoiced to the Customer at the time of invoicing the Charges.
      7. The only checks that GlobalX will make of the final title search, when it is conducted by GlobalX, are:
        1. That the Registered Owner is consistent with the Transferor/ Mortgagor;
        2. That Mortgages on title are consistent with instructions;
        3. That no caveat (not recorded in instructions) has been recorded on title;
        4. Only if GlobalX has lodged the Settlement Notice or Priority Notice (or such other equivalent Notice), that the Dealing Number of the Notice corresponds with the Dealing Number on the Registration Confirmation Statement (at time of its lodgment) and otherwise as instructed in writing by the Customer by 10:30am on the morning of Settlement for Settlements up to 1:00pm and otherwise by 12:30pm for Settlements after 1:00pm.
      8. The Customer acknowledges that any secondary actions after settlement will be completed by close of business on the day of settlement unless expressly instructed otherwise.
      9. GlobalX will only release cheques to parties following settlement if expressly instructed. The Customer acknowledges that GlobalX will require photographic identification of the party collecting the cheque.
      10. GlobalX will only provide written undertakings on behalf of the Customer if express authority is given by the Customer to do so.
      11. GlobalX will return all settlement documents and cheques by the normal method for each Customer (electronically DX, Post or Secure Collection™). All settlement documents returned via post will be sent Express Post unless expressly requested otherwise, with the appropriate fee charged to the Customer’s account.
    5. Limitations to Access to Service

      1. GlobalX will use its best endeavours to provide access to the GlobalX electronic platform for the Service during Business Hours but will not be liable for any loss or damage sustained by the Customer caused by the failure of GlobalX to provide access to the electronic platform for the Service during Business Hours.
      2. In respect of its use of the Service, the Customer acknowledges that:
        1. The Customer’s access to the Service may be limited to the hours of access provided by the Information Providers. These hours will be notified on the electronic platform for the Service; and
        2. Access to the Service or particular Content provided through the Service may from time to time be unavailable due to circumstances beyond the control of GlobalX, in which case GlobalX or any Service Provider shall not be liable for any loss or damage sustained by the Customer caused by the unavailability of the Content or the Service.
    6. Customer Assistance

      1. The Customer must provide the Service Provider with all information and assistance and accessories reasonably required by the Service Provider to enable it to supply the Service to the Customer.
    7. Property Rights in Content

      1. The Customer agrees:
        1. that Content provided through the Service may be subject to copyright, intellectual property rights and other property rights of the Service Provider or another entity (including but not limited to an Information Provider);
        2. not to do or omit to do anything which infringes these rights; and
        3. Any copyright notations on Content must remain on the Content in whatever form it is re-produced by the Customer.
    8. Assistance with the Service

      1. GlobalX will provide the Customer with assistance (within Business Hours) through its Help Desk, in order to assist Customers with any enquiries about the Service.
  2. USE OF CONTENT PROVIDED THROUGH THE SERVICE

    1. The Customer agrees not to reproduce, retransmit, redistribute, disseminate, sell, publish or circulate any Content obtained through the Service to any other person other than:
      1. Content used in the course of the Customer’s usual business (including but not limited to a Customer law firm providing the results of searches to their client, the other party or financiers to a transaction); or
      2. If the Customer is an authorised Reseller, to its end user customers.
    2. The Customer undertakes and agrees to read any and all deeds, terms and conditions of use of the various Information Providers (contained on the respective websites of those Information Providers), from time to time, and undertakes to adhere to these at all times.
    3. The Customer agrees to comply with any and all conditions of Information Providers (from time to time) relating to the use of Content that is obtained through the Service (including but not limited to the prohibition on use of the Content for Direct Marketing).
    4. The Service Provider may offer a document repository service on the electronic platform for the Service. The Customer acknowledges that on termination of this Agreement for any reason, access to the historical documents stored on the document repository will be immediately irrevocably relinquished.
  3. REQUIREMENT FOR CUSTOMER TO COMPLY WITH LANDATA® TERMS

    1. The Customer accessing Landata® agrees to comply with the Terms & Conditions required by Victoria Landata set out in the schedules to this Agreement and must, contemporaneously with signing this Agreement (or as otherwise required by GlobalX):
      1. Sign and return a copy of VIC LANDATA Schedule 8 (signed by the Customer); and
      2. Sign and return a copy of a “Schedule 5 Deed for LANDATA Conditions of Use – Customers” (signed as a Deed by the Customer, including any updated Schedules as required by Landata Victoria.
    2. The signed Landata Victoria Agreements above must be received by the GlobalX Helpdesk prior to Landata Victoria access being granted or used. All pages must be received (in originally signed form), not just the signature page.
  4. PEXA PLATFORM

    1. Access to PEXA Platform

      1. The Customer warrants that it has executed a Participation Agreement, being the agreement entered into between PEXA Ltd and the Customer under which the Customer is authorised to use the PEXA Platform to perform conveyancing transactions.
      2. For the avoidance of doubt, this Agreement does not supersede the Participation Agreement made between the User and PEXA Ltd and the terms set out in the Participation Agreement are in addition to the terms set out herein in respect of the User’s access to and use of the PEXA Platform.
    2. Changes to PEXA Platform

      1. The User acknowledges:
        1. that the scope and content of the PEXA Platform may change from time to time;
        2. that GlobalX may be required to modify its systems, security and access without notice to accommodate such changes made to the PEXA Platform; and
        3. and agrees that GlobalX shall not be responsible for or accept any liability for any cost, loss or damage resultant from such modifications to its systems or the PEXA Platform (including with respect to any period of unavailability of access due to the modifications).
    3. PEXA Availability

      1. In the event that GlobalX’s systems are unavailable for the Customer to access the PEXA Platform, the Customer acknowledges that it may still complete conveyancing transactions by accessing the PEXA Platform through the internet at www.pexa.com.au (or at such other domain name as notified by PEXA Ltd from time to time).
      2. GlobalX will endeavour to provide notice to Customers of any proposed changes to be made by PEXA Ltd to the PEXA Platform.
    4. PEXA Refusal of access

      1. The Customer acknowledges that GlobalX may refuse access by the User to the PEXA Platform if PEXA Ltd has made a reasonable determination that the Customer is in breach of the provisions governing access to and use of PEXA Platform and has advised GlobalX accordingly.
  5. REQUIREMENT FOR CUSTOMER TO COMPLY WITH ASIC TERMS OF USE

    1. In respect of any ASIC Content provided by GlobalX to the Customer, the Customer agrees that:
      1. The Search Extracts contained in the ASIC System and ASIC Registers are based on information provided to ASIC by third parties;
      2. ASIC has not verified the accuracy, currency, reliability or completeness of the Search Extracts and makes no representation or warranty as to their accuracy, currency or reliability;
      3. ASIC will have no liability to any persons for any inaccuracy, omission, defect or error in the Test Database, ASIC System or ASIC Registers; and
      4. Extracts in relation to companies limited by guarantee which are registered charities with the ACNC will not be up to date as charities now notify changes to the ACNC, not ASIC.


PART 2 – PROVISIONS RELATING TO THE SOFTWARE PRODUCTS
  1. USE OF SOFTWARE PRODUCT

    1. Ordering a Software Product Licence

      1. A Customer may order a Software Product Licence, indicating either Matter Centre or Open Practice, by completing, executing and submitting to GlobalX this Agreement and by paying the deposit required by the Order Form. This is an offer.
      2. The Customer will be the person or entity named on the Order Form.
      3. GlobalX may accept the order (offer) by notice in writing to the Customer or may refuse the order for any reason without being required to provide a reason for such refusal to the Customer. Acceptance will be by way of GlobalX signing the Order Form and returning it to the Customer.
      4. Upon acceptance of the order by GlobalX. the Customer must pay to GlobalX in advance the total amount agreed on the Order Form for the Software Product Licence.
    2. Supply of Software Product

      1. The Customer must provide GlobalX with all information and assistance and accessories reasonably required by GlobalX to enable it to supply the Software Product to the Customer.
    3. Licensing

      1. Subject to acceptance of the order by GlobalX and the subsequent payment in advance by the Customer of the agreed amount for the Software Product, (be that a deposit or otherwise), GlobalX licenses the Customer to use the Software Product (“Software License”) on the terms and conditions contained in this Agreement.
      2. For the avoidance of doubt, provision of a Software License under this Agreement does not impose any obligations upon GlobalX (such as requiring the provision of service packs, Updates, enhancements or upgrades to the Software Product) other than those obligations expressly provided under this Agreement.
      3. The Software License, during its term, extends to any modification supplied by GlobalX from time to time, and to any service pack, Update, enhancement or upgrade supplied by GlobalX from time to time for which the Customer has paid the relevant Charges (if applicable).
      4. The Customer agrees that:
        1. The Software License granted to the Customer is limited to use by the number of licences stated on the Order Form (unless modified by agreement in writing between the parties) and to any other limitation specified in this Agreement and the Customer undertakes that it and its personnel will adhere to these limitations at all times;
        2. The Software License is nontransferable and non-exclusive;
        3. Aiding, assisting or allowing any person who is not a party to this Agreement to use the Software Product is strictly prohibited and the Customer undertakes that it will not engage in such unlicensed use and will use its best endeavours to prevent such unlicensed use or access to the Software Product;
        4. It will not resell, loan or licence the Software Product to any other person without the prior written consent of GlobalX;
        5. It will use the Software Product only at the site(s) specified in the Order Form, or as otherwise approved in writing by GlobalX;
        6. It will use the Software Product only on equipment, hardware, systems and operating environments controlled by the Customer and approved by GlobalX (such approval not to be unreasonably withheld) for the Software Product, in accordance with operating procedures approved by GlobalX;
        7. It will use the Software Product only for the purposes for which it is designed and only for its own lawful business purposes.
        8. It will not use the Software Product for any personal, domestic or household purpose.
        9. It may copy the Software Product for the purpose of backup and security only.
    4. Renewal of Open Practice Software Licence

      1. 7.4 relates only to Open Practice Software Licence
      2. There is no automatic right to renewal of the Open Practice Software Licence. Renewal is subject to the parties agreeing on terms for a renewal period prior to the expiry of the existing Software Licence term (see clause 12).
      3. Should the Software Licence not be renewed, the Software Authorisation keys shall not be renewed and the Software may only be used read-only.
    5. Matter Centre Software Licence only

      1. Website & hosting services remain free for the duration of your Matter Centre Software Licence
      2. There is no requirement to renew of the Matter Centre Software Licence.
      3. Charges apply to maintain the Software Licence. If a minimum of $250.00 (ex: GST) per Customer per month is not spent on GlobalX Search each month, then the Customer will be charged $250.00 per month.
      4. The minimum of $250.00 (ex GST) per user is aggregated to the Customer level, so that if for example a Customer has 3 Users, and 1 user spends $100.00 and the other 2 spend nothing, the firm will not qualify for the minimum spend and additional charges will apply.
      5. The Customer is liable for the charges from the commencement date through to the termination date.
      6. Should the Customer request to terminate the Software Licence, the Customer agrees to provide written notification, nominating the termination date. The Software Authorisation keys shall be revoked effective the date the customer notifies GlobalX.
        1. For the avoidance of doubt, revoking a Matter Centre Software Licence will remove the Customer’s ability to log into Matter Centre, and to access any data in Matter Centre effective from the Customer’s nominated termination date.
    6. Customer Website created by GlobalX

      1. Customers with a Matter Centre Software Licence are offered a website created by GlobalX.
      2. The Customer will own the domain name.
      3. GlobalX will supply services to set up a Customers website up to 2 hours, logged at 30min intervals and include the provision of stock imagery and customisation of a selected WordPress template, to provide a basic business website.
      4. Additional services for set up, maintenance or updates to your website can be purchased in 30min slots at $180 per hour excluding GST
      5. Every Customer receives access to their website – including facilities to login and edit basic content via the WordPress CMS upon request.
      6. Any update made by an Active User via their login is at their own risk; any work to remedy errors caused by updating your site will be charged at standard rates.
      7. If a Customer terminates their Matter Centre Software Licence, GlobalX will cease to support the Website.
      8. Every site must maintain a link to www.ozconveyancers.com.au and www.globalx.com.au
    7. Licensing Restrictions

      1. The Customer must not tamper with, modify, disassemble, reverse-engineer or do anything to any code or database structure of the Software Product, without obtaining prior written consent from GlobalX.
      2. The Customer must not provide access to any code or database structure of the Software Product to any third party, without obtaining prior written consent from GlobalX.
      3. The Customer must not engage any third party, for the purposes of integrating any other third party software application with the Software Product, without obtaining prior written consent from GlobalX.
      4. The Customer acknowledges that GlobalX may, without being required to provide notice to the Customer, remove any modifications, integrations or any other changes that are not supplied by GlobalX but that are made to the Software Product by the Customer or any person instructed by the Customer to make such modification, integration or change.
      5. The Customer must not do anything with the Software Product which is inconsistent with or beyond the scope of the rights expressly granted in this Agreement.
      6. Under no circumstance may the Customer transfer or sub-license the Software Product, in whole or in part, without the prior written consent of GlobalX.
      7. The Customer cannot split software licenses if the Customer’s business is divided into two or more separate entities or changes as a result of ownership or corporate entity changes, insolvency or appointment of an administrator.
    8. Third Party Assistance

      1. Should the Customer choose to engage the assistance of any external IT services to assist them in any way with the Software Product, this will be at the Customer’s expense.
    9. Third Party Software

      1. GlobalX may use and integrate third party components into a Software Product from time to time. All software from other manufacturers is subject to the licensing terms and conditions of that third party supplier. The Customer agrees to comply with all terms and conditions associated with the use and distribution of the third party supplier. GlobalX is not obliged to change the Software Product due to third party changes.
      2. GlobalX makes no representation, warranty or guarantee whatsoever in relation to the third party products or services and GlobalX assumes no liability whatsoever in relation to the third party products and services being upgraded.
      3. If GlobalX chooses to change a Software Product in line with third party changes, GlobalX may take a reasonable time to develop and test these changes appropriately prior to the release to market.
      4. GlobalX reserves the right to change preferred third party supplier interfaces without notice to ensure the best long term viability of its products and services and the Customer accepts that Global may need to implement Software Product Updates to accommodate these changes.
    10. Customisation Requests

      1. GlobalX is not obliged to undertake any paid customisation requests. GlobalX may choose to undertake a paid customisation request at its absolute discretion, and then on terms and prices as agreed in writing between the parties.
      2. GlobalX owns all customisations in all respects, notwithstanding that a Customer may have requested and paid for the specific customisation from GlobalX.
      3. GlobalX reserves the right to include a customisation requested and paid by a Customer into its standard range of products and services for all other Customers.
      4. GlobalX may at its sole discretion endeavor to meet client preferences in respect of the Software Product Upgrades (based upon the availability of GlobalX resources, schedules and other work) but will not be liable for any loss or damage arising from any delays arising for any reason.
    11. Delivery, Installation and Scheduling of the Software Product

      1. Provided that the Customer has met its obligations under this Agreement, GlobalX must deliver the Software Product to the site(s) specified in this Agreement.
      2. If installation is specifically requested on the Order Form, the Customer must prepare the site at which the Software Product is to be installed.
      3. The installation date requested by a Customer is a target date only and is not binding upon GlobalX in any way.
      4. If an installation schedule is not agreed between the Customer and GlobalX within 90 days of the acceptance by GlobalX of the Customer’s order for the Software Product, or if installation is postponed at the request of the Customer for 30 days or more, then GlobalX may terminate this Agreement by notice in writing to the Customer.
      5. Each step of the installation process must be unconditionally signed off by the Customer at the conclusion of each step. Installation will not proceed to the next step until the former step is signed off by the Customer. The Customer accepts that its failure to sign off in a timely manner to any step may result in delays to the installation schedule.
    12. Specific Reservations

      1. The Customer acknowledges that the Software Product of OPP and Matter Centre and the forms and precedents (“Precedents”) in it is general information only and that GlobalX gives no warranty or representation as to the suitability or accuracy of specific precedents, or that the precedents are complete, error free or up-to-date.
      2. The Customer acknowledges that GlobalX gives no warranty or representation that any information provided through any Software Product is complete, accurate or up-to-date.
      3. GlobalX may periodically announce scheduled release dates for a Software Product but accepts no responsibility for any delays or failure to comply with a scheduled delivery date.
    13. Education, Training and Other Consultancy Services

      1. Education and training in the Software Product as specified on the Order Form may be provided at locations specified by GlobalX or on the Customer’s site. Enrolment for a training course at a site specified by GlobalX will require a minimum of seven (7) business days’ notice of cancellation.
      2. For onsite training, the Customer undertakes to prepare the site and to provide suitable training facilities and equipment. To optimise the use of training time, the Customer also undertakes to use its best endeavours to ensure timely and undisturbed staff attendance.
      3. If education or training needs to be re-delivered by GlobalX or extended in time the Customer must pay an additional cost on a time and materials basis and the then current rates stipulated by GlobalX.
      4. The Customer must pay the following cancellation fees for cancellation or postponements of training services the Customer has ordered:
        1. For cancellation/postponement 14 days or more prior to provision of the Service – 50% of the fees payable for the Service;
        2. For cancellation/postponement 7 – 13 days prior to provision of the Service – 75% of the fees payable for the Service; and
        3. For cancellation/postponement less than 7 days prior to provision of the Service – 100% of the fees payable for the Service.
      5. The Customer must pay the applicable cancellation fee for cancellation or postponements for the provision of other consulting services the Customer has ordered by Order Form accepted by GlobalX:
        1. For cancellation/postponement between 3 and 4 weeks prior to provision of the Service – 50% of the fees payable for the Service; and
        2. For cancellation/postponement less than 3 weeks prior to provision of the Service – 100% of the fees payable for the Service.
    14. Annual Maintenance & Support Terms

      1. 7.14 only relates to Open Practice, Open Practice Mobile, OPT, OPP, OPD, OPS and Worldox.
      2. For the first year that a Customer orders a Software Product, this is only supplied with Annual Maintenance and Support. To be clear, the Annual Maintenance and Support service is a Service and is also governed by the provisions in Part 1 of this Agreement
      3. Where the Annual Maintenance and Support service is ordered by a Customer:
        1. GlobalX must provide Annual Maintenance and Support to the Customer during the 12-month period of the Software Licence that the service is ordered;
        2. The Annual Maintenance and Support service will be at an extra Charge to the Customer;
        3. GlobalX will only provide the Annual Maintenance and Support service where the Customer has paid in full the applicable Charges owing to GlobalX for the period in question.
      4. Initial 12 Month Period of Software Maintenance and Support
        1. Should the Customer not pay for the Annual Maintenance and Support service for the first 12-month period that a Customer orders a Software Product by the due date, the Customer’s Software License to use the Software Product may be revoked by GlobalX by notice in writing to GlobalX to the Customer.
      5. Telephone Assistance
        1. For those Customers with a current Annual Maintenance and Support Service subscription, GlobalX will use reasonable endeavours (depending on current customer demand) to ensure that maintenance personnel are available to the Customer by telephone (or internet if available) via the GlobalX Customer Service Centre during Business Hours to log calls, and if time permits, assist rectification of errors with the Software Product and, where possible, help provide a detour or work around the problem.
      6. Periodic Renewal of Annual Maintenance and Support
        1. The Annual Maintenance and Support service subscription runs for the period of the Software Licence to use the Software Product;
        2. Renewal will be subject to agreement of terms by the parties in advance of the prior termination date. Without limitation an offer of renewal may (at the election of GlobalX in its absolute discretion) be subject to the Customer having installed all service packs and Updates in the previous Annual Maintenance and Support Service period.
        3. A Customer may terminate the Annual Maintenance and Support services after the conclusion of the first year, notwithstanding that they may continue with a Software Licence for the Software Product for subsequent years.
        4. Should a Customer wish to renew their subscription to the Annual Maintenance and Support service at any time following a previous termination of that service, the Customer must pay the Charges for the Annual Maintenance and Support service from the time of termination to the time of the new order of the Annual Maintenance and Support service, prior to the Annual Maintenance and Support service being reinstated to the Customer.
      7. Service Packs and Updates to the Software Product
        1. Provided that the Customer has paid the Charges under this Agreement, GlobalX may (at its absolute discretion) supply service packs, Updates, enhancements or upgrades of the Software Product for installation by the Customer subject to the following:
          1. service packs and Updates becoming generally available for commercial use;
          2. the Customer having internet access or computer hardware which is compatible with the media format of the service pack, Update, enhancement or upgrade as specified by GlobalX from time to time;
          3. GlobalX may provide the Customer with any instructions, changes to existing documentation and any information relating to changes to equipment or operating system specifications reasonably necessary to enable the service pack, Update, enhancement or upgrade to be installed and used;
          4. if requested by the Customer, subject to an additional charge and availability of consultants, GlobalX may install the service pack, Update, enhancement or upgrade;
          5. A service pack or Update may correct known errors in the Software Product but may from time to time include changes to functionality.
    15. On-Site Support Services

      1. Onsite support services are not part of Annual Maintenance and support services and if requested and agreed to be supplied will be pursuant to a separate Order Form and otherwise governed by Part 1 of this Agreement.
    16. Customer’s Obligation to Demonstrate the Error

      1. If the Customer requests GlobalX to supply an Annual Maintenance and Support service that involves correcting an error, the Customer must give GlobalX a documented example of the error and a listing of output and any other data GlobalX requires to reproduce the operating conditions in which the error occurred.
    17. Services Outside Scope Annual Maintenance and Support Services

      1. The Annual Maintenance and Support service does not extend to remedying any problem to the extent that the problem is caused by:
        1. misuse of the supported Software Product by the Customer or anyone else;
        2. software maintenance services or work on the Software Product and systems provided by anyone else other than for GlobalX;
        3. a fault in the equipment, hardware, systems or operating environment on which the Software Product is used or in operating software or equipment other than specified by GlobalX;
        4. configuration problems in relation to any equipment, systems or operating environment used with the Software Product;
        5. employment of equipment, hardware, systems or operating environment not expressly approved by GlobalX;
        6. insufficiently trained staff of the Customers using the Software Product;
        7. the use of other software in conjunction with the supported Software Product, or any failure by the Customer to meet an obligation under this Agreement;
        8. the use of other software in conjunction with the supported Software Product, or any failure by the Customer to meet an obligation under this Agreement;
        9. problems caused by customised software or interoperability between the customised/third party software and GlobalX software.
      2. GlobalX shall not be liable for any losses incurred by the Customer as a result of any such problems or the refusal of GlobalX to rectify any such problems. GlobalX may, at its sole discretion, endeavor to remedy any such problem for an additional charge.
      3. Examples of other support Services GlobalX may, in its absolute discretion, agree to provide for an additional charge which do not form part of GlobalX’s Annual Maintenance and Support include the supply or maintenance of any equipment, accessories, attachments or consumables, data reconstruction, consultancy services, education and training services and other professional services.
    18. Modifying Third Party Software

      1. If the Customer requests GlobalX to modify any third party software and GlobalX agrees to do so, it is the Customer’s responsibility to obtain any consent required from that third party for GlobalX to modify the software and for the Customer to use the modified software, unless GlobalX agrees otherwise in writing.
    19. GlobalX’s Warranties Specific to the Software Product

      1. GlobalX provides no warranty on hardware, software or components from other third party suppliers. Any warranty on any product from a third party supplier is the warranty of that third party supplier.
      2. The Customer acknowledges that GlobalX does not make any representations or warranties that the Software Product is bug or error free but subject to this limitation GlobalX does warrant that the Software Product it develops will operate predominantly in accordance with any documentation supplied by GlobalX with the Software Product, as long as the Customer:
        1. uses the software on equipment and the operating environment approved in writing by GlobalX;
        2. uses the Software Product in accordance with the documentation provided by GlobalX from time to time;
        3. uses personnel that have received appropriate training or instruction by attending related GlobalX training courses or product events;
        4. maintains Annual Maintenance & Support service and all times during the period of the Software License;
        5. installs all service packs and Updates provided by GlobalX from time to time; and
        6. otherwise complies with its obligations under this Agreement (which have to do with the operation of the Software Product).
      3. If the Customer gives GlobalX notice that it believes the Software Product cannot be used in accordance with that documentation in a material respect, the Customer must provide GlobalX with a documented example of the error and a listing of output and any other data GlobalX requires to reproduce the operating conditions in which the error occurred. GlobalX must then:
        1. investigate the matter as soon as is reasonably practicable and determine whether or not there is an error in the Software Product, causing that effect; and
        2. if it is an error which has a material effect on the use of the Software Product, correct or provide a work around for that error without additional charge to the Customer; or if GlobalX determines there is no such error, inform the Customer in which event GlobalX is not obliged to take any further steps in relation to the purported error.
    20. Other Services Outside Scope of GlobalX Warranty

      1. GlobalX is not obliged under its warranty to investigate or remedy any problem to the extent that it is caused by misuse of the Software Product by the Customer or anyone other person external to GlobalX, a fault in the equipment or operating environment on which the Software Product is used, the configuration of such equipment or operating environment, an error in the use of, or the use of other software used in conjunction with the Software Product, or any failure by the Customer to meet an obligation under this Agreement. GlobalX may endeavor to investigate or remedy any such problem for an additional charge.
    21. At the end of the Software Licence

      1. At the end of the Software Licence, whether due to effusion of time or termination (for any reason), the Customer must return the Software Product and delete all copies from its systems.
      2. If the Customer fails to return the Software Product and delete all copies from their systems and provide reasonable evidence to GlobalX (on request) that it has done do, or if GlobalX reasonably suspects that the Customer still has copies of the Software Product, then GlobalX may withhold any passwords, keys or Security Information to reactivate the Software Product. And the Customer shall permit GlobalX to enter the Customers premises (with reasonable notice and at reasonable times) and remove and delete such copies of the Software Product.


PART 3 – GENERAL PROVISIONS
  1. SUBCONTRACTING BY GLOBALX

    1. Where a Service or Software Product is provided to a Customer by an entity other than GlobalX, GlobalX subcontracts the Service Provider to provide the Service or Software Product to the Customer on behalf of GlobalX.
  2. CUSTOMER GENERAL OBLIGATIONS UNDER THIS AGREEMENT

    1. The Customer must:
      1. Appoint a suitably qualified and informed representative in the Customer’s organisation to accompany and assist GlobalX personnel to supply its Services and Software Products under this Agreement, and immediately inform GlobalX if the Customer’s representative changes;
      2. Prior to its commencement of use of the Service or the Software Product, purchase or otherwise arrange (at its own expense) such equipment, hardware, systems and operating environments at least to the minimum standards as are prescribed by GlobalX from time to time as necessary to access, operate, install or host the Service and the Software Product.
      3. Provide suitably qualified and trained personnel to implement and operate the Software Products and use the Services under this Agreement.
      4. Ensure that an up-to-date back-up or copy of all important data and software used in the Customer’s business exists prior to GlobalX installing any Software Product or providing any Services. The Customer must continue to maintain an up-to-date back-up or copy of all important data used in the Customer’s business; and
      5. Take reasonable steps to ensure that any third party service providers (that are retained at the direction of the Customer) are fully qualified, experienced and have a sufficient understanding of the GlobalX software and its environments.
  3. ACCESS BY SECURITY INFORMATION

    1. Access to the Software Product or to the Service may be by Security Information.
    2. The Customer agrees not to disclose the Security Information to any other person, corporation, entity or organisation.
    3. The Customer is liable for all Charges resulting from the use of the Software Product or Service through the Customer’s Security Information whether such use of the Software Product or Service was authorised by the Customer or not. The Customer must immediately inform the Service Provider of loss of Security Information, or any unauthorised access to or misuse of the Service.
    4. The Service Provider will deactivate the Customer’s Security Information within two (2) Business Hours of an emailed request to helpdesk@globalx.com.au.
    5. The Service Provider reserves the right to enforce user name and password changes as required for security, confidentiality and other legal compliance.
  4. CHARGES

    1. The Customer shall pay the Charges at the rate set out in the Price Schedule on the GlobalX Website, or on the Order Form at the time set out on the Order Form (or if not set out on the Order Form) prior to the commencement of the Software Licence or Annual Maintenance and Support period (for them) and otherwise within 14 days of the end of each calendar month for Services in the month prior (in exchange for the relevant Tax Invoice), for any Service or Software Product provided to the Customer by GlobalX or a Service Provider under this Agreement.
    2. The Customer will make payment in the manner specified in this Agreement.
    3. The Customer agrees that all Charges are incurred by the Customer personally (even if the Customer has incurred such fees or charges on behalf of any other third party).
    4. If the Customer does not pay the total Charges by the due date, GlobalX may (without prejudice to any of its other rights) immediately deny the Customer access to any Service or Software Product until any such fees or amounts are paid in full, including suspending the Customer’s Security Information.
    5. Payments can be made by direct debit; electronic fund transfer or credit card only. Payments by credit card will have added the cost of the merchant’s fee associated with such a payment or 3% (whichever is the higher).
    6. GlobalX reserves the right to charge interest on any overdue Charges or other amounts payable by the Customer to GlobalX, from the date due for payment to the date of actual payment at the Default Interest Rate.
    7. The Customer will be charged for every search conducted on the GlobalX Website. No refunds will be given if the Customer is unhappy with the purchase or the result of a Customer error. The Service Provider may provide the Customer with search credits provided that, within seven (7) days of the search being conducted, the Customer notifies the Service Provider of the time, date, search type and reason for credit request. The Service Provider has an absolute discretion on whether or not to provide credits.
    8. The Service Provider may vary or change the Charges from time to time.
    9. The applicable Charge for a Service will be the Charge that is current at the time that the Charge is incurred.
    10. Charges for training, education, implementation or other professional Services are payable by the Customer in advance of the services being undertaken.
    11. Out of pocket expenses incurred by GlobalX in relation to GlobalX providing training, education, implementation or other professional Services (including but not limited to travel time, travel expenses, delivery costs, subsistence allowance, freight) are the responsibility of the Customer, and will be paid by the Customer, upon GlobalX issuing an invoice accompanied by supporting receipts.
    12. The Customer acknowledges that they are responsible for any and all expenses incurred by GlobalX in recovering any outstanding monies, including debt collection agency fees and solicitor costs on a full indemnity basis, payable on demand.
  5. INTELLECTUAL PROPERTY RIGHTS AND OBLIGATIONS

    1. GlobalX warrants that the GlobalX Group has all right, title and interest in the intellectual property rights reasonably necessary to enable the Customer to use the Software Products and Services (excluding third party software), provided in accordance with this Agreement from time to time.
    2. GlobalX owns all intellectual property in any customisation, alteration or Update of any Software Product (even if made at the specific request of the Customer and in exchange for a professional Services fee).
  6. TERMINATION OF THIS AGREEMENT (IN WHOLE OR PART)

    1. Renewal of Software Licence and Annual Maintenance and Support – Open Practice

      1. GlobalX will provide the Customer with between 60 and 90 days’ notice in advance of the expiry of the Software License and Annual Maintenance and Support and if GlobalX is offering to renew with a proposed Order Form (offer) setting out the terms of the renewal offer (if any).
      2. On renewal of the Software License, GlobalX will issue the Customer with a password, key or Security Information to reactivate the Software Product, enabling the use of the Software Product.
    2. Termination of Software License

      1. If the Customer terminates the Software License in accordance with the processes set out in this Agreement, the following will occur:
        1. The Customer’s right to use the Software Product or Service in question will cease and any passwords, keys or Security Information will be revoked preventing the future use of the Software Product or Service; and
        2. The Customer’s access to Annual Maintenance and Support will cease.
    3. Termination of this Agreement by the Customer

      1. The Customer may terminate this Agreement by giving GlobalX at least thirty (30) days advance written notice of such termination in which event:
        1. All Charges owing by the Customer to GlobalX are then immediately due and payable as at the date of termination; and
        2. All Charges then paid by the Customer to GlobalX (whether in the nature of prepayment or otherwise) shall be forfeited to and shall be the absolute property of GlobalX.
      2. The Customer is deemed to have repudiated this Agreement if any Charges owing by the Customer under this Agreement remain unpaid for 30 days after the due date for payment, unless GlobalX gives express written notice before that date suspending the operation of this clause on such terms as GlobalX may specify.
    4. Termination of this Agreement by GlobalX

      1. Under this clause 13, GlobalX may at its election:
        1. Terminate this Agreement in its entirety; or
        2. Terminate any part or parts of the Service or Software Product being supplied pursuant to this Agreement (including but not limited to the termination of provision of a specific Service or Software Product to the Customer), in which event the remainder of the Agreement will remain in force and will continue to be binding upon the Customer.
      2. GlobalX may, by notice in writing to the Customer, immediately suspend the Customer’s access to the Service or the Software Product, or any part of the Service or the Software Product if the Customer commits or is reasonably suspected by GlobalX of committing an Act of Default;
      3. During the period of suspension, GlobalX must elect (within a reasonable time) to either:
        1. Terminate this Agreement or any part of this Agreement with the Customer for the Customer’s Act of Default; or
        2. Restore access to the Service or Software Product on such terms that GlobalX in its absolute discretion sees fit (including, but not limited to, the issue to the Customer of new Security Information) Assuming the Act of Default has been remedied and GlobalX is reasonably satisfied that the Act of Default will not occur again.
    5. Reinstatement Charges

      1. Any reinstatement fee is payable prior to access to the Software Product being reinstated, unless GlobalX agrees otherwise.
    6. Effect of Termination

      1. Termination of this Agreement:
        1. will not release the Customer from liability in respect of any breach or non-performance of any obligation contained in this Agreement; and
        2. will not affect any rights or remedies which GlobalX may have otherwise under this Agreement or at law, and the Customer acknowledges that any indemnities given by it under any provision in this Agreement shall survive the termination of this Agreement.
  7. GENERAL WARRANTIES, LIABILITY AND EXCLUSIONS FROM LIABILITY

    1. GlobalX (or any member of the GlobalX Group) does not make any express warranties that the Services or Software Product will:
      1. Operate error free; or
      2. Be uninterrupted while in use; or
      3. Be available at any or all times.
    2. Except as otherwise expressly provided in this Agreement, all warranties, representations, promises, conditions or statements relating to the Service or Software Product, whether expressed or implied; and whether statutory or otherwise (including, without limiting generality, warranties, representations, promises, conditions and statements as to merchantability, suitability or fitness for any purpose, profitability or any other attributes or consequences of or benefits to obtain from or in the course of using the Service), to the full extent permitted by law, are hereby expressly excluded.
    3. GlobalX (or any member of the GlobalX Group) shall not be liable to the Customer for any direct or indirect loss or damage in respect of anything done or omitted to be done by the Customer in reliance on information provided under this Agreement or otherwise relating to or resulting from use of the Service or Software Product, including but not limited to loss arising out of:
      1. Any inaccuracy, error or delay in, or omission from, any Services or Software Product to be delivered to the Customer;
      2. Any delays, failures, or inaccuracies in the transmission of any Services or Software Product to the Customer;
      3. Any delay or failure in or loss of access to the Service or Software Product;
      4. Any government restriction, computer viruses, computer hardware or software failure, unlawful or unauthorised access to the Service or Software Product, theft, sabotage, natural or human-caused disaster, acts of war or public enemies, strikes, force majeure and without limitation any other conditions beyond the Service Provider’s control; and whether such loss or damage is caused by any fault or negligence on the part of the Service Provider or otherwise.
    4. To the extent permissible by law, the liability of the Service Provider in contract, tort (including negligence) or otherwise relating to or resulting from use of the Service or Software Product shall in any event be limited to any one or more of the following (at the Service Provider’s option):- (a) The supply of the Service or Software Product again; or (b) The payment of the cost of having the Service or Software Product supplied again being pre agreed in respect of the Software Product to be capped at the annual Software Licence usually charged by GlobalX for one (1) year.
    5. Irrespective of the fact that GlobalX may specify minimum or recommended equipment or operating environment requirements in relation to the Software Product, GlobalX does not profess to be an expert in relation to compatibility of the Software Product and any particular equipment or equipment components, operating environment or the correct configuration of such equipment or operating environment to enable the Software Product to operate correctly. GlobalX specifically excludes any warranty that the Software Product shall operate on such minimum or recommended equipment or operating environment and therefore excludes any loss, cost, liability or damages suffered as a result of problems related to the compatibility, performance or configuration of particular equipment or operating environment.
    6. GlobalX has no obligation to obtain for the Customer anything other than the Software Products or Services deliverable under this Agreement and has no liability (whether for direct, indirect or consequential loss or damage) to the Customer for, nor any obligation to remedy any problem resulting from:
      1. any system design, configuration or integration services supplied by any party other than GlobalX;
      2. anything being configured otherwise than in accordance with GlobalX recommendations;
      3. use of any Software Product or Service, by the Customer or anyone else, otherwise than in accordance with the documentation supplied by GlobalX relating to that Software Product or Service;
      4. anything done by GlobalX or anyone else at the Customer’s request or direction (other than the supply of the Software Products or Services);
      5. any goods or services (for example, any software maintenance or equipment maintenance services) supplied by anyone else;
      6. any Software Product or Service being incompatible with any software or equipment not supplied by GlobalX;
      7. any other person’s action, inaction, or delay;
      8. breach of any of the Customer’s obligations set out in this Agreement;
      9. Customer data not being copied or backed up;
      10. migrating or dealing with Customer data which is corrupt prior to migration or conversion; or
      11. dealing with data that is known to contain correctable errors and requires cleansing and correction.
    7. To the fullest extent permitted by law all implied warranties are excluded. To the extent that they cannot be excluded but the liability of GlobalX (or the GlobalX Group) may be limited, it is at the sole discretion of GlobalX to:
      1. In respect of the Software Product, to the re-supply of the Software Product license for one year or the cost of the re- supply of the Software Product which is agreed to be capped at the annual Software Licence usually charged by GlobalX for one year for the number of seats licensed by the Customer;
      2. In respect of the Service, to the re- supply of the Service or of the Content in question that the Customer ordered through the Service.
    8. GlobalX shall not be responsible for any loss, consequential or otherwise, and howsoever caused, resulting from the Customer’s use of the Software Product or the Service.
    9. The Customer acknowledges that GlobalX does not make any representations or warranties with respect to the usefulness or efficiency of any Software Product or any Service provided under this Agreement. The Customer has made its own enquiries and is satisfied with the usefulness and efficiency of the Software Product and Services.
    10. Any liability that GlobalX (or any entity in the GlobalX group or any of its officers or employees) may have to the customer whether as a result of breach of contract or negligence, is capped
      1. in relation to the software product, at the total of the annual software product licence fees paid or payable by the customer in the twelve months prior to the liability date; and
      2. in relation to the service, to the re- supply of the service or content ordered through the service.
  8. INDEMNITY, RELEASE & DISCHARGE

    1. The Customer agrees to fully indemnify and hold harmless GlobalX and every member of the GlobalX Group and their officers and employees against all expenses, losses, damages and costs incurred by or awarded against any of them arising from any claim, suit, demand, action or proceeding (including legal costs on a full indemnity basis) by any person where such loss or liability relates to or arises from the use of the Service or the Software Product by the Customer, reliance on information provided under this Agreement or was otherwise caused by any willful, unlawful or negligent act or omission of the Customer, its employees, agents, customers or subcontractors in connection with this Agreement other than resulting from breach of this Agreement by GlobalX or the negligence of GlobalX. The indemnity will continue notwithstanding termination of this Agreement.
  9. INFORMATION SUPPLIED BY CUSTOMERS

    1. The Customer warrants that it is responsible for the accuracy, completeness and currency of the information submitted to GlobalX, any Information Provider through the use of the Service or Software Product.
    2. If inaccurate, incomplete or non- current information is supplied by the Customer, then GlobalX (or any member of the GlobalX Group) will not be liable for any loss or damage (including consequential loss or damage, which includes, without limitation, loss of profits, business, revenue or data) arising from the use of the Service or Software Product.
  10. THIRD PARTY CONDITIONS AND INFORMATION

    1. The Customer acknowledges that GlobalX is a party to various agreements with third parties, including Information Providers (“Third Party Agreements”) which enable the delivery of Information Provider Information and other services via the Service or Software Product.
    2. The Customer further acknowledges that a breach of this Agreement by the Customer may cause a breach by GlobalX or a member of the GlobalX Group of one or more Third Party Agreements. The Customer indemnifies, and will keep indemnified, GlobalX and the GlobalX Group in respect of any cost, expense, damage, loss or liability to it resulting from any such breach by the Customer (including legal costs on a full indemnity basis).
    3. Subject to this Agreement, GlobalX acknowledges that information passed to an Information Provider may be confidential and that all reasonable precautions are taken by GlobalX to ensure confidentiality.
    4. The Customer acknowledges that information may be transmitted to it through a medium and in any format or form as required or specified by an Information Provider, and, as such, GlobalX may not have the choice as to the medium, format or form in which the information is transmitted.
    5. The Customer warrants that it will not hold itself out as being part of, or a representative of, any Information Provider or GlobalX.
  11. GENERAL

    1. The Customer shall not transfer, assign, lease or otherwise dispose of its rights or obligations under this Agreement without the prior written consent of GlobalX.
    2. GlobalX may assign its rights and obligations under this Agreement (or any part of it) by notice in writing to the Customer and from the date specified in the notice future obligations of GlobalX shall cease and be taken on by the assignee.
    3. GlobalX may have a security interest in the personal property that it supplies to a Customer pursuant to this Agreement and it may register that security interest against the Customer on the PPSR. The Customer must not enter into a security agreement with any third party that includes as collateral personal property supplied to the Customer by GlobalX (including and Software Product or any licence rights to it).
    4. GlobalX reserves the right to change its minimum hardware and software requirements without notice.
    5. GlobalX may sub-contract any entity to perform any of its obligations under this Agreement.
    6. Notices may be given by GlobalX to the Customer by system status alerts, email, fax or mail. The Customer accepts that notices may include commercial electronic messages and that, should a Customer wish to opt out of receipt of such messages, GlobalX requires a request in writing. Due to its contractual requirements and arrangements with Authorities, GlobalX does not guarantee that such commercial electronic messages will cease.
    7. GlobalX uses electronic messaging to promote new services and other items considered important to Customers and the Customer agrees to receive these commercial electronic messages.
    8. This Agreement constitutes the complete understanding between the parties and no waiver or modification of this Agreement will be valid unless agreed in writing between the parties. To be clear, no other document alters this Agreement unless that is expressly stated and agreed to in writing by GlobalX and to the extent of any inconsistency, this Agreement will prevail.
    9. If any clause or sub clause (or part of such) of this Agreement should be held to be invalid or unenforceable in any way, the remaining clauses and sub clauses of this Agreement shall remain in full force and effect and such invalid, illegal or unenforceable clause or sub clause (or part of such) shall be deemed not to be part of this Agreement.
    10. Any provision or part of a provision of this Agreement capable of having effect after termination of this Agreement shall continue following termination, including without limitation GlobalX’s security interest in the personal property it supplies to the Customer.
    11. A failure to exercise or a delay in exercising any right, power or remedy under this Agreement will not amount to a waiver by GlobalX of its rights under this Agreement and at law.
    12. Non-insistence on strict compliance with any terms of this Agreement does not amount to a waiver or variation of this Agreement or prejudice the strict enforcement of its terms. A waiver must be in writing and must expressly state that it is a waiver of a right under this Agreement.
    13. The Customer acknowledges and agrees that, apart from any representations contained in this Agreement, it:
      1. did not rely on any representations made GlobalX prior to entering into this Agreement; or
      2. was not induced to enter into this Agreement by any representations made by GlobalX.
    14. Time is of the essence in this Agreement.
    15. This Agreement is for the benefit of all entities in the GlobalX Group from time to time and its employees and Directors, as if those persons are third parties pursuant to section 55 of the Property Law Act 1974 (Old).
  12. GOVERNING LAW

    1. This Agreement is governed by the laws of the State of Queensland. GlobalX and the Customer submit to the now exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia in respect of any proceedings in connection with this Agreement.
  13. CONFIDENTIAL INFORMATION

    1. The Customer agrees to keep confidential the Confidential Information and not make public, disclose or use it for any purpose other than that for which it was obtained.
    2. The Customer must not use the Confidential Information outside of the Customer’s business environment.
    3. The Customer must comply with any specific directions from GlobalX or the relevant Information Provider with respect to such Confidential Information.
  14. PRIVACY STATEMENT & POLICY

    1. GlobalX is committed to protecting the privacy of its Customers. GlobalX’s Privacy Statement is available at www.globalx.com.au/privacy-policy
    2. If you do require additional information please contact our Privacy Officer:
      1. By Email: privacyofficer@globalx.com.au
      2. By Phone: 1300 885 662
      3. Or in Writing:The Privacy Officer,GlobalX Information Pty Ltd,GPO Box 2746, Brisbane QLD 4001
      4. ComplaintsAfter receiving a complaint, we will follow the following procedure:
        1. The Privacy Officer will investigate a complaint and report to our Chief Executive Officer;
        2. A decision will be made and you will be advised in writing of our determination within 30 days of the complaint;
        3. If you are not satisfied with our response or do not receive a response within 30 days of having made the complaint, you may make a complaint to the Office of the Australian Information Commissioner.
  15. LEGAL ENTITIES

    1. GlobalX Information Pty Ltd
      https://www.globalx.com.au
      ABN 99 073 436 414
      ACN 073 436 414
    2. GlobalX Pty Ltd
      https://www.globalx.com.au
      ABN 35 099 032 596
      ACN 099 032 596
    3. UrbisPro Pty Ltd
      https://www.urbispro.com.au
      ABN 35 164 894 517
      ACN 164 894 517
    4. Practice Management Plus Pty Ltd
      ABN 37 126 792 989
      ACN 126 792 989
    5. Open Practice Solutions Pty Ltd (OPS)
      https://www.openpractice.com.au
      ABN 93 117 686 389
      ACN 117 686 389


PART 4 – TERMS OF USE FROM GOVERNMENT AGENCIES, DEPARTMENTS AND OTHER INFORMATION PROVIDERS
  1. DEPARTMENT OF NATURAL RESOURCES AND MINES

    1. Definitions

      1. Direct Marketing means one to one marketing, normally supported by a database, which uses one or more advertising media to effect a measurable response and or transaction from a person (including a corporation or organisation) and includes but is not limited to, telemarketing, bulk e-mail messaging (spam), postal canvassing and list broking.
      2. Licensed Data means data that is owned by or licensed to the State of Queensland (Department of Natural Resources and Mines) and licensed to others under agreements.
      3. Licensed Data Product means any Value Added product derived from or based on the Licensed Data or any Licensed Data Product. Value Adding means any augmenting, repackaging or incorporating of the Licensee’s data, or other data licensed to the Licensee, with the Licensed Data. Conversion of the Licensed Data onto different media or the translation into a different format is not Value Adding.
      4. Hardcopy Product means any printed paper based (not in electronic form) Licensed Data Product.
    2. Ownership

      1. I acknowledge that I have no rights of ownership in the Licensed Data and all Intellectual Property Rights including copyright in the Licensed Data are retained by the State of Queensland (Department of Natural Resources and Mines).
    3. Liability

      I acknowledge that the State of Queensland (Department of Natural Resources and Mines) or the Licensee does not guarantee the accuracy or completeness of the Licensed Data and does not make any warranty about the Licensed Data.

      I agree that the State of Queensland (Department of Natural Resources and Mines) or the Licensee is not under any liability to me for any loss or damage (including consequential Loss or damage) from my use of the Licensed Data Products.

    4. Privacy

      I agree that I will not use the Licensed Data or Licensed Data Products with the intention of encroaching on the privacy of an individual and I will comply with the Privacy Laws.

      I agree that I will not use the Licensed Data or Licensed Data Products for Direct Marketing.

    5. Copyright and Disclaimer

      I agree to display the applicable copyright notice and disclaimer notice.

      All reproductions of the Licensed Data, however altered, reformatted or redisplayed, must bear the following notice:

      © The State of Queensland (Department of Natural Resources and Mines) All Licensed Data Products must bear the following notice and must refer to the relevant data in the Licensed Data Products:

      Based on Data provided with the permission of the Department of Natural Resources and Mines.

      All reproductions of the Licensed Data or Licensed Data Products must bear the following notice:

      The Department of Natural Resources and Mines makes no representation or warranties about accuracy, reliability, completeness or suitability of the data for any particular purpose and disclaims all responsibility and all liability (including without limitation, liability in negligence) for all expenses, losses, damages (including indirect or consequential damage) and costs which might be incurred as a result of the data being inaccurate or incomplete in any way and for any reason.

  2. AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION (“ASIC”)

    The User acknowledges that;

    1. The search extracts contained in the ASIC System and ASIC Registers are based on information provided to ASIC by third parties.
    2. ASIC has not verified the accuracy, currency, reliability or completeness of the search extracts and makes no representation or warranty as to their accuracy, currency or reliability.
    3. ASIC will have no liability to any persons for any inaccuracy, omission, defect or error in the Test Database, ASIC System, ASIC Registers or GlobalX’s programs or data.
  3. AUSTRALIAN FINANCIAL SECURITY AUTHORITY (“AFSA”)

    User acknowledges that the National Personal Insolvency Index (“NPII”) maintained by AFSA may contain errors and that GlobalX shall not be liable for any inaccuracy in the NPII.

  4. NSW LAND & PROPERTY INFORMATION (“NSW LPI”)

    Conditions of use:

    Users are prohibited from:

    Using the Property Information other than for their own business purposes Onselling, sub-licensing, disclosing or otherwise providing Property Information in any form to any other person. Altering the format, meaning or substance of any Property Information supplied Printing Property Information on paper other than plain or preprinted paper, which includes a Proprietory Notice. *

    Making copies of the Property Information other than as are reasonably required for backup purposes, provided that such copies include a Proprietary Notice * and are secured so as not to be accessed or used by unauthorised persons or for any purpose other than backup.

    * Proprietory Notice means a notice on material in which LANDS claims rights, title or ownership, and appears as “© State of New South Wales through Department of Lands (year)”

  5. LANDATA, VIC LAND REGISTRY (“LANDATA”)

    1. Definitions and Interpretations

      These terms are in conjunction with the agreement between GlobalX and LANDATA® and the following definitions apply:

      1. Authorised Purposes means:
        1. Dealings with interests in land authorised by Law;
        2. A purpose directly related to such dealing provided that the purpose is not contrary to any Law; or
        3. An enquiry relating to land or the ownership of land recorded in the Register provided that the enquiry or the purpose of enquiry is not contrary to Law;
          but does not mean:
        4. data aggregation, data matching, marketing, compilation of mailing lists, list brokering of the Licensed Material or any related purpose except to the extent that such data aggregation, data matching, marketing, compilation of mailing lists, list brokering of the Licensed Material or related purpose is required by law (including any obligation under a court order).
      2. Crown Land Status Information means information in relation to Crown land that may include land description, whether and for what purposes it is reserved and reference to related instruments;
      3. Land Index means the electronic cross reference table listing registered proprietors, title particulars, parcel and property identifiers available as part of the LANDATA® System;
      4. LANDATA® System means the computerised system, including the Shell, as varied from time to time which currently provides access to the Licensed Material;
      5. Law means the requirements of all Acts of the Parliament of Victoria and of the Commonwealth of Australia and the requirements of all ordinances, regulations, by-laws, orders and proclamations made or issued under any such Acts or ordinances and with the lawful requirements of public and other authorities in any way affecting or applicable to this agreement;
      6. Licensed Material means the data available and known as:
        1. Statutory land titles information as held in the Register including title searches and dealings affecting the title and other information made available to the LANDATA® System by the Registrar of Titles including information about unregistered dealings;
        2. Searches of the Land Index;
        3. The Property Transaction Alert Service;
        4. Survey products including plan and instrument searches;
        5. Property Enquiry Data including planning and other property related certificates;
        6. Crown Land Status Information;
        7. Information held in the Water Register comprising of the Water Share Record and Water Register Document; and
        8. Any other data or information as notified in writing by LANDATA® And any update or new release of that material.
      7. Licensed Material accessed through the Shell means the data available and known as:
        1. Statutory land titles information as held in the Register including title searches and dealings affecting the title and other information made available to the LANDATA® System by the Registrar of Titles including information about unregistered dealings;
        2. The Property Transaction Alert Service;
        3. Survey products including plan and instrument searches;
        4. Property Enquiry Data including planning and other property related certificates
        5. Crown Land Status Information;
        6. Information held in the Water Register comprising of the Water Share Record and Water Register Document; and
        7. Any other data or information as notified in writing by LANDATA®.
      8. Property Enquiry Data means details obtained from various statutory bodies relating to a property in Victoria but excluding Title Search Data;
      9. Property Transaction Alert Service means the service of providing alerts relating to property transactions including:
        1. For specified folios of the Register – notice of lodgement of dealing(s);
        2. For specified unregistered plans of subdivision – notice of the lodgement of the plan or other dealing(s) affecting the plan; and
        3. For specified registered plans of subdivision – notice of the lodgement of dealing(s) affecting the registered proprietor of any lot in the plan of subdivision.
      10. Register has the same meaning as is in section 4 of the Transfer of Land Act 1958 (Vic);
      11. Shell means the portal through which a Customer, User or Ad-hoc Customer can access that part of the Licensed Material that the Licensor makes available through the Shell;
      12. State means the Crown in right of the State of Victoria;
      13. Title Search Data means information consisting of the details of the Register including title particulars, final search, historical search, plans and lodged instruments;
    2. The User is prohibited from:
      1. Providing the Licensed Material by way of online connection to any other party unless the User is also a GlobalX Searching Reseller;
      2. Altering the format, meaning or substance of the Licensed Material;
      3. Assembling or compiling, attempting to assemble or compile or directly or indirectly allowing or causing another person to assemble or compile or attempt to assemble or compile a database, directory or similar device which is similar in content, functionality or in any other respect to the Register or Land Index;
      4. Extracting data from the Licensed Material, or directly or indirectly allowing or causing another person to extract data from the Licensed Material, using screen scraping, web scraping or any other similar data extraction techniques;
      5. On selling or distributing the Licensed Material in any format unless the User is also a GlobalX Searching Reseller; and
      6. Using the information available from the Licensed Material for other than the Authorised Purposes.
    3. GlobalX (and a GlobalX Reseller where appropriate) will not provide access to the Land Index unless the User has executed a deed in the form prescribed by LANDATA®.
    4. The User acknowledges and agrees that:
      1. Copyright in all information from the Register is owned by the State. No part of the Licensed Material supplied may be reproduced by any process except in accordance with the provisions of the Copyright Act 1968 (Cth), pursuant to written agreement or to the extent required for the purpose of compliance with section 32 of the Sale of Land Act 1962 (Vic);
      2. The State does not warrant the accuracy or completeness of the Property Enquiry Data, the information in the Property Transaction Alert Service, the information in the Land Index or Crown Land Status Information or other information made available by the LANDATA® System other than Title Search Data and any person using or relying upon such information does so on the basis that the State bears no responsibility or liability whatsoever for any errors, faults, defects or omissions in the information; and
      3. The information from the Register is valid at the time and in the form obtained from the LANDATA® System only. The State accepts no responsibility for any subsequent release, publication or reproduction of the information from the Register. The State accepts no responsibility for information or data other than that which is part of the Register as provided for in the Transfer of Land Act 1958 (Vic).
    5. The User acknowledges that where a User has access to Property Enquiry Data, the User is responsible for the accuracy and completeness of the information submitted in each application and that if, due to the inaccurate or incomplete information which the User supplies:
      1. There is an error in the Register search statement or property certificate sent to the User; or
      2. The wrong Register search statement or property certificate is sent to the User, GlobalX is still responsible for the payment of the fees and charges for such data under the terms of the agreement between GlobalX and LANDATA®.
    6. The User consents to the collection and use of the information which is provided by the User when using the LANDATA® System for all purposes associated with the use and operation of LANDATA®, the LANDATA® System and all related administration and operations of LANDATA®.
    7. The User must maintain a record of all persons who are given access to the Licensed Material throughout the term of its Agreement with the Licensee and not less than 7 years from the date of termination or expiration of its Agreement with the Licensee.
    8. The User may only store data drawn from the Licensed Material for a period of 120 days and after the expiration of that period the data must be deleted from any server or other data storage facility, but may be retained as part of the discrete record of that Enquiry. The User may only use the data stored for the purposes of the Enquiry for which it was originally made.
  6. LANDGATE’S TERMS AND CONDITIONS FOR BROKER’S END USERS

    1. The End User:
      1. May only use the Title Products for its own Internal Use;
      2. Must do all things within its power to prevent the unauthorised use or disclosure of the Title Products and any related information;
      3. Must do all things within its power to ensure the Title Products are only used for lawful purposes and in ways that are consistent with these (Landgate Suggested) terms and conditions, the Broker’s Agreement, the TLA and the Land Information Authority Act 2006.
      4. Must at its own cost, comply with all regulations, restrictions and conditions imposed by any legislation for the use of, access to, storage of or dealing with the Title Products. This includes, but is not limited to, the requirements of the Privacy Legislation.
    2. The End User must not:
      1. Reproduce, supply, on-sell, sublicense, disclose or otherwise provide Title Products in any form to any other person;
      2. Alter the format, meaning or substance of any Title Products supplied;
      3. Alter or omit the meaning, substance, content, coordinates or spatial integrity of any Title Products;
      4. Create data or other products which are the same as or substantially similar to the Title Products, or reverse engineer or rework the Title Products or by any means use any:
        1. outputs, whether or not from the Title Products; or
        2. combination of data which includes the Title Products; or
        3. permit any third party to do the same, except as permitted by law;
      5. Derogate or detract from the legal rights of Landgate in the Title Products or any data derived from the Title Products
      6. Display, distribute, sell, license, hire, let, trade or expose the Title Products for sale;
      7. Keep a copy of any portion of the Title Products or any data derived from the Title Products;
      8. Store any Title Products (or any part of them) in any form;
      9. Not use or permit to be used, the logo of Landgate or any modification thereof, unless:
        1. in accordance with these (Landgate Suggested) terms and conditions; or
        2. with the prior written consent of Landgate.
    3. End Users acknowledge that they use the Title Products at their own risk, from the time of delivery to them.
    4. The End User must:
      1. Have formal procedures in place to:
        1. provide protection (eg Firewall) against intrusion and uncontrolled access to any Title Product, particularly through the Internet;
        2. prevent unauthorised access or downloading of Title Products; and
        3. ensure any Title Products are properly secured from interference when they are being transferred across the Internet.
      2. Ensure that its officers, employees, agents, contractors and third parties are made personally aware of and agree to comply with the security obligations contained in these (Landgate Suggested) terms and conditions, before providing them with access to any Title Product.
    5. The Parties acknowledge and agree that all Intellectual Property Rights in:
      1. the Title Products;
      2. any data derived from the Title Products; and
      3. any documentation provided by Landgate to the Broker for the purposes of supplying or providing Title Products to End Users; are the property of either Landgate or the State of Western Australia.
    6. The End User agrees to:
      1. comply with the requirements of the Privacy Legislation, particularly in relation to its handling of personal information, as defined in the same, including the collection, use, disclosure and security of such information, whether or not the End User is required by law to comply with the Privacy Legislation; and
      2. comply with any other reasonable direction relating to privacy given by Landgate, including those relating to Landgate’s own privacy policies and procedures; and
      3. not to do anything which if done by Landgate would be a breach of the Privacy Legislation.
    7. Landgate (including its board members and employees) will not be responsible for any actions, claims, cost, proceedings, suits or demands whatsoever arising out of any breach of the Privacy Legislation by an End User or third person, in relation to any Title Product they obtain, or in relation to the Broker’s Outputs. Furthermore:
      1. The End User must not use any Title Product for the purpose of Direct Marketing of goods or services.
      2. The End User must not release the Title Products to any third party where that party intends to use those Title Products for the purpose of Direct Marketing of goods or services.
      3. The End User must provide any assistance requested by Landgate in relation to an investigation of an allegation of misuse of any Title Product, or contravention of the Privacy Legislation.
    8. The End User agrees to only release publicity statements or any other form of advertisement or promotion that specifically refers to Landgate or Landgate’s Land Information Products where:
      1. they have first been approved by Landgate’s authorised delegate in writing (including by email), which approval will not be unreasonably withheld; and
      2. at least 24 hours written notice has been provided to Landgate prior to any such release;
    9. The End User acknowledges and agrees that, other than as expressly provided for in these (Landgate Suggested) terms and conditions, and to the extent permitted by law:
      1. No warranty, condition, description or representation is given by Landgate in relation to any documentation, services and/or software provided in conjunction with the Title Products, except for the Title Products themselves as provided under the TLA;
      2. All representations, warranties, terms and conditions whether express or implied by use, statute or otherwise, in relation to the state, quality or fitness for purpose of any documentation, services and/or software provided in conjunction with the Title Products are excluded, except for those provided under the TLA for the Title Products themselves;
      3. Landgate will not be liable to End Users for any loss or damage (including loss of profits, business, revenue or data), arising from or in connection with the supply of the Title Products, whether in contract, tort, negligence or otherwise, or in relation to:
        1. the performance of the Web Service;
        2. any claim for infringement of intellectual property rights based on the modification, combination, operation or use of the Title Products with any computer programs, systems or data not furnished by Landgate;
        3. the Broker’s Outputs; or
        4. anything except the Title Products provided under the TLA.
      4. Notwithstanding the preceding clause, Landgate’s liability for any breach of terms implied by legislation which cannot be excluded, will be limited to the extent permitted by law and at the option of Landgate, to one or more of the ways permitted by section 68A(i) of the Trade Practices Act 1974 (Cth), at Landgate’s option.
    10. If there is any inconsistency between:
      1. these (Landgate Suggested) End User terms and conditions; and
      2. the remainder of the agreement between the Broker and the End User for the supply or provision of Title Products; these (Landgate Suggested) End User terms and conditions prevail to the extent of that inconsistency.
    11. DEFINITIONS

      1. Broker’s Agreement means the means the head licence between the Broker and Landgate, or the document entitled the Landgate Title Products Broker Agreement 2009.
      2. Broker means:
        • the party who has been appointed by Landgate as its non-exclusive agent to carry on Landgate’s Business for the term of the Broker’s Agreement; and
        • the party with whom the End User has entered into a contract to supply or provide Title Products.
      3. Broker’s Outputs means the Broker’s own products and services which:
        • are produced independently by the Broker; and
        • are not part of Landgate’s Business and not the subject of Landgate’s agency arrangements; and
        • supplement the Title Products, without altering their inherent nature or integrity; and
        • will be supplied at a price determined entirely by the Broker.Broker’s Outputs may include the following products and services:
        • Bundling or packaging together several Title Products; and/or
        • Bundling or packaging the Title Products with other products from the Broker’s business;
        • Providing integrated web portals or web services;
        • Providing advanced account management functions;
        • Any other Broker product which incorporates a Title Product
      4. End User means the Broker’s or Sub- Broker’s customer, member or subscriber, who has entered into an agreement with the Broker or Sub-Broker, for the supply or provision of Title Products. The term End User includes the officers, employees, servants, contractors and agents of the same. End Users may use Title Products for Internal Use only.
      5. Intellectual Property Rights means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 26 of the Broker’s Agreement.
      6. Internal Use means use for an End User’s:
        • own business or internal purposes; or
        • own clients or customers, where those clients will be the final recipient of the Title Products concerned and they will only use the Title Products concerned in relation to the singular purpose or transaction for which they were acquired.
      7. Landgate’s Business means to market, promote and sell Title Products, on behalf of Landgate to End Users.
      8. Privacy Legislation means the Privacy Act 1988 (Cth) and any State privacy legislation which may be enacted during the Term.
      9. Title Product is the generic term used to describe:
        • any of the products which are supplied by Landgate to the Broker, as specified in the Broker’s Agreement; or
        • any of the other products described in the TLA Regulations, which Landgate may make available to Brokers through the Web Service from time to time.
      10. TLA means the Transfer of Land Act 1893 (WA).
      11. Web Service means the customised internet access to Landgate’s computerised systems, including an online ordering service, which is provided by Landgate for the Broker.

Version 7.22