General Terms of Service
These terms and conditions of service (“Terms of Service”) are an agreement that govern the provision of certain services by Guided Resolution Pty Ltd (“GR”) to the Client (“Client”, “you”) and payment by the Client for those services.
By accessing the GR platform, you warrant that you have read and understood these Terms of Service and agree to be bound by these Terms of Service, all applicable laws and regulations, and further agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing the platform (“Platform” as described in clause 20) used to provide the services (“Services” as described in clause 2). The materials contained in this platform are protected by applicable copyright and trademark law.
GR agrees to provide its automated dispute resolution services (“Services”) through the Platform to the Client. Provision of the Services and payment for that provision are governed by these Terms of Service.
Payments are made monthly in advance of the monthly Service fee via Direct Debit, using the Client’s credit card or EFT. It is your responsibility to ensure sufficient funds are available on the date of each Direct Debit. You agree to pay any bank charges, dishonour charges, collection or legal fees incurred by GR in the event the Direct Debit payments are declined.
You also agree to pay interest on overdue payments that remain outstanding for thirty (30) days or more at a maximum cumulative rate of 1.5% per month (highest amount permitted by law) on the total amount outstanding.
If any Direct Debit payments are dishonoured and remain in arrears for more than 7 days, GR will immediately place a stop on your Service until the dishonoured payment has been paid in full.
The agreement begins on the date you first access the Platform.
Either party may terminate these Terms of Service, for cause, in the event the other party has failed to perform any obligation required to be performed under these Terms of Service and such failure is not corrected within thirty (30) days from receipt of written notice advising of such failure from the other party. Upon termination each party shall return to the other all applicable Confidential Information (as defined in clause 20) and the Client shall immediately pay to GR any payments due and owing.
Either party may terminate these Terms of Service without cause upon the provision of 30 days written notice to the other party and upon termination each party shall return to the other all applicable Confidential Information and the Client shall immediately pay to GR any payments due and owing.
The Client warrants to GR that, in connection with the provision of the Services:
GR may, from time to time, amend these Terms of Service, subject as to content and period of notice, to the terms of the relevant unfair contract terms legislation and any amendments will be posted on the website forming part of the Platform and will take effect immediately after such posting, subject to the terms of the unfair contract terms legislation. If the Client does not agree to any amendments to the Terms of Service, it must not continue to access the Platform.
The Client agrees that GR may modify or disable the Platform in part or in whole temporarily or permanently at any time, if necessary, if the technical circumstances require, and the Client agrees that while GR will attempt to give the Client prior notice of such actions the Client further agrees that in the event of not doing so, GR is not liable to the Client for any consequent loss or damage.
The Client agrees and warrants that it will not violate the security of the Platform or undertake any illegal or irregular behaviour in relation to operation of the Platform and the Client further agrees to maintain the confidentiality of its authorisation details needed to access the Platform and undertakes to inform GR if it becomes aware of any unauthorised access to or use of the Platform.
Unless otherwise stated, all considerations payable under this agreement are exclusive of GST. Each party acknowledges it is registered for GST when it enters into this agreement and that it will notify the other party if it ceases to be so registered during the Term.
In no event shall either party be liable for any indirect, incidental, special or consequential damages, including without limitation damages for loss of profits, data or use, errors or omissions, incurred by either party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages.
Neither the Client nor GR shall disclose to a third-party Confidential Information of the other party. The party receiving Confidential Information (“Receiving Party”) shall use the same degree of care and caution as it uses to protect the confidentiality of its own confidential information of like nature, but not less than a reasonable degree of care, to maintain in confidence the Confidential Information of the party providing the Confidential Information (the “Disclosing Party”), and to ensure that Receiving Party’s employees, agents or contractors maintain confidence of the Confidential Information. The foregoing obligations shall not apply to any information that is required to be disclosed by law.
GR is and will remain as an independent contractor in its relationship with the Client. Nothing in these Terms of Service shall be deemed to have created a partnership, or a joint venture or a contract of employment between GR and the Client.
The Parties acknowledge that all rights, title and interest and Intellectual Property Rights in GR’s Materials and Marks (each as defined in clause 20) remain with GR and/or its licensors at all times and nothing in these Terms of Service or any subsequent agreement is intended to transfer such right, title or interest to the Client.
A party to this agreement shall not be liable for any delay of failure nor the consequences of any delay or failure to perform any of its obligations under this Agreement during the Term of the Agreement if such delay or failure is due to any cause whatsoever beyond the party’s reasonable control.
Any disputes arising out of or in connection with the Terms of Service shall be settled through mediation between the parties’ respective managing directors (or their nominees). If a party believes that a dispute has arisen, it must serve a dispute notice on the other party and this dispute notice must be provided to the other Party’s managing director (or the nominees) following receipt of which the respective managing directors (or nominees) of the parties shall meet within a period of three (3) Business Days to seek to resolve the dispute. This mediation shall take place in Sydney, NSW, Australia.
These Terms of Service together with any auxiliary further documents which state that they form part of this agreement, set forth the entire agreement and understanding between the parties relating to the subject matter and supersedes all prior discussions, oral or in writing, between the parties.
Where the Client is a “Financial Firm” as referenced and described in Regulatory Guides 165 and 271 (“Guidance”) issued by the Australian Investments and Securities Commission (whether or not one of those Regulatory Guides may or may not be in force) the Client acknowledges and agrees that it is appropriately licensed or authorised and will use the Platform and the Services for internal dispute resolution in accordance with the requirements of the Guidance and the legislation and legislative instruments ( “Financial Services and Credit legislation”) described in the Guidance.
The Client acknowledges and agrees that GR is not a Financial Firm as described in clause 18 of these Terms of Service, and accordingly is not licensed or otherwise authorised under the Financial Services and Credit Legislation, and is not required to be licensed or otherwise under that legislation in the provision of the Services or the operation of the Platform or in relation to any other matter and in providing the Services is not providing financial or credit services described in the Financial Services and Credit legislation.
Confidential Information means information related to the signatories business (including third party information), which (a) is subject to privacy rules and regulations and/or derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from the disclosure or use of the information, (b) is the subject of efforts by the Disclosing Party that are reasonable under the circumstances to maintain the secrecy of the information, and (c) is identified by the Disclosing Party as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary under this Terms of Service.
Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semi-conductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.
Marks means brands, trademarks, designs, logos or names.
Materials means the online Platform and the associated documentation.
Platform means the software-as-a-service platform which comprises the www.guidedresolution.com website and portals, the content and data supplied by the GR as part of the Platform, and the associated media.
This agreement shall be subject to the laws of New South Wales, Australia and the parties hereby submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.