This Agreement (see definition in clause 31.1) is a legally binding contract between the Customer (you, your) and Facere (we, us, our). To the extent of any inconsistency, between these terms and conditions and the terms and conditions in the SO, the terms and conditions in the SO prevails. You must read, agree to, and accept all of the terms and conditions contained in this Agreement and the SO. If you have signed a physical version of this Agreement, the physical version applies. If you do not agree to this Agreement you will not be able to gain access to the described Products.

The product(s) to be provided to each Customer will be such Product as set out in the SO made with the Customer.

In consideration of the payment of the Subscription Fees, Facere will provide you with:

1. a non-exclusive licence to use the Product;
2. all Product Updates from time to time;
3. the Maintenance Services; and
4. the Technical Support,

during the Licence Period in accordance with this Agreement.

• You will:
  1. only allow the Product to be used by your Users for the purpose of your business and for no other purpose;
  2. ensure that the Product is protected at all times from misuse, destruction or any forms of unauthorised use;
  3. not sell, sub-licence, assign or in any other way transfer the Product to any third party nor provide any benchmarking or performance statistics of the Product to any third party,

  unless specifically authorised by Facere in writing and any such use will be subject to this Agreement and such other terms as may be specified by Facere in writing.

• Where Documentation is provided to you, you may make such additional copies of the Documentation as you reasonably require for use by Users of the Product provided that IP Rights in such copies will be owned by Facere.
• You will:
  1. follow all reasonable instructions given by Facere from time to time with regard to the use of the Product; and
  2. permit Facere, or its agent, at all reasonable times and at Facere’s expense, to verify that the use of the Product by you and the Users is in accordance with the terms of this Agreement.
• You must not use Facere trade marks or logos except as allowed under the Facere Branding Rules

• Facere will provide you with the following information and assistance on the commencement of the Licence Period or at such other time as agreed between the Parties in writing:
  1. reasonable technical specifications required for use of the Product during the Licence Period including supported platforms, connectivity and security; and
  2. technical advice and assistance as is reasonably required by you to enable you to establish use of the Product.
• Facere reserves the right to make such amendments or modifications to the Product which Facere, in its sole discretion, decides are in the interest of quality, efficiency and security of the Product.
• You will: Facere reserves the right to give such instructions or directions to you concerning use of the Product which Facere, in its sole discretion, decides are in the interest of quality, efficiency and security of the Product
• You are responsible for obtaining and maintaining all equipment, hardware, software and all telecommunications services required by you to access and use the Product and will ensure that all such equipment and services comply with the technical specifications provided by Facere. Where any third party equipment, hardware, software or telecommunications services is supplied to you by us at your request, you must pay us the agreed costs for supplying such third party products or services as well as any related services and you agree and acknowledge that no warranty is provided by Facere in respect of such third party product or service except to the extent mandated by law.

• You must take all reasonable precautions to ensure the security of access to the Product and must not, under any circumstances, allow any third party or any person other to access or use the Product for any purpose without the prior written consent of Facere.
• You agree to inform Facere immediately if it becomes aware of any unauthorised use of the Product by any person.
• You acknowledge and agree that you are responsible for all Product access for all of your Users.
• You are responsible for Users who use the Product under this Agreement, regardless of whether they are your employees, officers, contractors, agents, customers or other users. You agree that an act or omission of a User is to be taken to be an act or omission of you.

• You will communicate any difficulties encountered with the Product to Facere as soon as is reasonably practicable following detection.
• Facere takes no responsibility for any delay, malfunction, non-performance or other degradation of the Product caused by or resulting from any alteration, modifications or amendments to the Product requested by you.

• Facere may, in its sole discretion, make enhancements, updates or new releases of the Product available from time to time in order to, amongst other things, enhance or improve the functionality or operation of the Product or comply with legislative requirements (Product Updates).
• Use of the Product Updates by you will be subject to the same terms and conditions as use of the Product under this Agreement.

• Facere will perform such routine Maintenance Services as it considers necessary to ensure the proper functioning of the Product during the Licence Period including:
  1. reviewing the Product on a regular basis and applying Product Updates where appropriate; and
  2. performing regular security and maintenance checks for evidence of security breaches, software malfunction and resource limit warnings.
• You acknowledge that you are solely responsible for the support and maintenance of any computer hardware and non-Facere software operated by you.

• Facere will provide Users with basic technical support in relation to the Product during the Licence Period (Technical Support).
• The Technical Support is available to Users by:
  1. telephoning Facere on the phone number notified to you from time to time during Business Hours; or
  2. emailing us at the email address notified to you for this purpose from time to time upon receipt of which, Facere will use its best endeavours to provide a response to User within two (2) Business Days.
• When reporting faults to Facere, Users must provide an accurate description of the problems encountered including error messages and an accurate impact of the problem in order to facilitate the necessary corrective action by Facere.

• Any services to be provided by Facere (implementation, training, development of custom workflows, AI Agents and others in connection with the provision of the Product) are to be agreed between the Parties and specified in the SO, together with agreed Fees. You may, from time to time, request in writing that Facere provide you with other services in relation to the Product which may be offered by Facere including, without limitation, auditing, data entry, training in the use of the Product or general IT services in relation to the Product (Additional Services).
• Any provision of Additional Services by Facere to you will be at Facere’s sole discretion and subject to a separate SO being entered into between the Parties in relation to the provision of the Additional Services and the Fees payable by you to Facere.
• Facere reserves the right to take payment for any Additional Services by way of the credit card details provided by you for use with their Facere Account.

• Facere will implement and comply with the data handling policy set out in Schedule 1.
• To the extent permitted by law, as between you and Facere, you own the input to our Product and the output from our Product. We hereby assign to you all the right, title and interest, if any in and to any such output.
• We will not use the data including both input and output to and from the Product to provide, maintain, development and improve our products and services.

• You will pay the Fees due and payable to Facere under this Agreement as specified in the SO in the manner specified in the SO or as otherwise invoiced to you by Facere from time to time.
• You acknowledge and agree that:
  1. the Subscription Fees are payable in respect of the use of the Product provided as described in the SO, except that if a Trial Period is specified in the SO, no Subscription Fee is payable in respect of the use of the Product during the Trial Period;
  2. the Subscription Fees apply in respect of the Licence; and
  3. Facere reserves the right to increase the Fees for any renewed Licence Period by giving you at least one month advance notice before the Licence Period is renewed and will invoice you for payment of the new Fees prior to each renewal of the Licence Period or as otherwise agreed between the Parties in writing.
• Where applicable, GST and any other taxes, duties or levies will be paid by you at the then prevailing rate.
• Where payment of any part or the whole of the Fees is to be made before you may access the Product, Facere may withhold access to you until such payments have been made in full.
• If any sum payable under this Agreement is in arrears for more than thirty (30) days, Facere reserves the right to charge interest on such overdue sum on a daily basis from the original due date until paid in full.

• A Party shall treat all confidential information disclosed by the other Party as confidential and shall not, without the prior written consent of the disclosing Party:
  1. disclose or permit the same to be disclosed to any third party (except to the extent required by law, a stock exchange or in connection with legal proceedings relating to this Agreement, but only after first notifying the other Party to give it an opportunity to protect the confidential information) and agree to take all reasonable steps to maintain the confidentiality of the confidential information; or
  2. use the confidential information for any purpose other than that for which it is given.
• It shall be the responsibility of each Party to ensure that:
  1. confidential information is only disclosed to those of its officers, employees or contractors in their capacities as such on a strictly need to know basis and have such officers, employees and contractors comply with the obligations of confidentiality imposed upon them by this clause 14 as if personally bound by such obligations as though Parties to this Agreement; and
  2. the officers, employees or contractors referred to in clause 14.2(a) execute such documentation as required by the owner of the confidential information acknowledging their obligations of confidentiality, which shall provide that the obligations of confidentiality survive notwithstanding that any of the above mentioned officers, employees or contractors cease to be employed or engaged by the respective Parties.
• The confidentiality obligations under this clause 14 shall survive the expiry or termination of this Agreement.

• Intellectual Property Rights means:
  1. patents, copyright, circuit layout rights, designs, trade marks and confidential know-how; and
  2. any application or right to apply for any of the rights referred to in clause 15.1(a).
• Facere owns and retains, and you acknowledge that Facere owns and retains all Intellectual Property Rights in:
  1. the Product and the Product Updates and any copies thereof including, without limitation, any modifications or improvements to, or customisation of, the Product carried out by Facere, you or any third party pursuant to this Agreement excluding any third party materials used in the Product; and
  2. the Documentation and any copies thereof.
• Except as otherwise permitted by the Copyright Act 1968 (Cth) or agreed to in writing by Facere, you must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Product in any way for itself or for others or permit such act to be done.
• You warrant that you will:
  1. follow all reasonable instructions given by Facere from time to time regarding Facere’s Intellectual Property Rights; and
  2. not do anything to diminish the value of, or contest in any way, Facere’s Intellectual Property Rights.
• You agree that you will inform Facere immediately if you become aware that any Intellectual Property Rights of Facere are being infringed, or may be infringed, by any third party.
• Facere need not initiate action against infringers and may settle any dispute by means it determines to be effective and in the best interests of Facere, but where Facere, in its sole discretion, determines to initiate action against an infringer, you will cooperate with Facere to the greatest extent possible at Facere’s expense.

• While all due care has been taken, Facere does not warrant that the operation of the Product will be uninterrupted or error free or that any third party components of the Product, will be accurate or error free or that the Product will be compatible with any application, program or software not specifically identified as compatible by Facere.
• Facere’s obligation and your exclusive remedy during the Licence Period are limited, in Facere’s absolute discretion, to:
  1. Facere, at its own expense, using all reasonable endeavours to rectify any non¬conformance of the Product by repair (by way of a patch, work around, correction or otherwise) within a reasonable period of time; or
  2. a refund of the Subscription Fees paid (which is limited to, if the non-conformance occurs in the Initial Licence Period, the Subscription Fees paid in that period by reference to use of the Product; or if the Licence Period has been renewed, the Subscription Fees paid since the latest renewal by reference to use of the Product), if, in Facere’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate.
• You acknowledge and accept that it is your sole responsibility to ensure that:
  1. the facilities and functions of the Product meet your requirements; and
  2. the Product is an appropriate means to assist you in your jurisdiction,

  and Facere does not purport to provide any legal, taxation or accountancy advice by providing the Product and services under this Agreement.

• Facere will not be liable for any failure of the Product to provide any function not described in the Documentation or any failure attributable to:
  1. any modification to the Product other than by Facere;
  2. accident, abuse or misapplication of the Product by you;
  3. use of the Product with other software or equipment without Facere’s written consent;
  4. use of other than the latest, unaltered current release of the Product as provided by Facere; or
  5. use other than in accordance with this Agreement.
• 16.5 If, upon investigation, a problem with the Product is determined not to be Facere’s responsibility, Facere may invoice you immediately for all reasonable costs and expenses incurred by Facere in the course of or in consequence of such investigation.

• Subject to clause 17.2, any condition or warranty which would otherwise be implied in this Agreement by law is hereby excluded.
• Where legislation implies into this Agreement any condition or warranty which cannot be excluded at law, Facere’s liability for any breach of such condition or warranty will be limited, at Facere’s sole discretion to one or more of the following:
  1. if the breach relates to goods:
     1. the replacement of the goods or the supply of equivalent goods;
     2. the repair of such goods;
     3. the payment of the cost of replacing such goods or of acquiring equivalent goods; or
     4. the payment of the cost of having the goods repaired, and
  2. if the breach relates to services:
     1. the supplying of the services again; or
     2. the payment of the cost of having the services supplied again.

• Each party will at all times indemnify and hold harmless the other party and its officers, employees and agents in respect of any third-party claim for any injury, loss, damage or expense arising directly or indirectly from:
  1. a breach by the indemnifying party of its obligations under this Agreement; or
  2. any wilful misconduct or any unlawful or negligent act or omission of the indemnifying party in relation to:
     1. the provision of the Product or any Additional Services, if the first-mentioned party is Facere; or
     2. use of the Product, if the third-mentioned party is you,

  except to the extent such injury, loss, damage or expense is caused or contributed to by a breach of this Agreement, wilful misconduct or negligence of the indemnified party.

• A party relying on the indemnity under clause 18.1 must:
  1. promptly notify the indemnifying party upon becoming aware of the third-party claim;
  2. allow the indemnifying party sole conduct and control of the defence and settlement of the third-party claim; and
  3. provide all reasonable assistance or cooperation required by the indemnifying party in the investigation or defence of the third-party claim.

• You acknowledge and agree that:
  1. the Product does not of itself constitute, and are no substitute for, your own identification of, and compliance with, applicable laws and regulations in your jurisdiction;
  2. Facere cannot and does not provide any warranty regarding the ability of the Product to ensure your compliance with all applicable laws and regulations in your jurisdiction; and
  3. you are entirely responsible for:
     1. access to, and use of, the Product in accordance with the terms of this Agreement;
     2. use of the Product including:
        1. input of parameters, data or information into the Product;
        2. back-up of all data and information used in relation to the Product; and
        3. interpretation or use of, or reliance on, any data, information, reports, labels or any other output of the Product,
     3. identification of, and compliance with, all applicable laws and regulations in your jurisdiction; and
     4. the consequences of any use of the Product by you, except to the extent caused by any breach of this Agreement, wilful misconduct or negligence of Facere.
• Except for liability for wilful misconduct or gross negligence, a party is under no liability to the other party in respect of any indirect, consequential, punitive, incidental, special, or exemplary loss or damage under or in connection with this Agreement including loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill.
• Without limiting the generality of any other provision of this Agreement, Facere will not be liable to you in respect of any loss or damage (including consequential loss or damage) to the extent it is caused or contributed to by:
  1. your breach of this Agreement, wilful misconduct or negligence; or
  2. any act or omission of a third party service providers beyond Facere’s resonable control.
• Subject to clause 19.5, you warrant that you have not relied on any representation made by Facere which has not been expressly stated in this Agreement, or upon any descriptions or specifications contained in any document including catalogues or publicity material produced by Facere.
• You acknowledge that to the extent that Facere has made any representation which is not otherwise expressly stated in this Agreement, you have been provided with an opportunity to independently verify the accuracy of that representation.
• Except for liability for wilful misconduct or gross negligence, a party's total liability to the other party for all forms of liability (including liability for negligence) is limited to the Subscription Fees paid by you to Facere for the preceding 12 months.

• Unless specified otherwise in an SO, this Agreement will commence on the date an SO is executed by both Parties (or the later date if executed on different dates) or such other date as specified on the SO and will remain in force until expiration of the Licence Period without renewal or terminated early in accordance with this Agreement.
• If a Trial Period is specified in the applicable SO, the Trial Period commences on the date when the Product is integrated into the Customer’s system and is ready to serve its agreed functions as reasonably determined by Facere and notified to the Customer. The Initial Licence Period commences upon expiration of the Trial Period unless this Agreement is terminated pursuant to clause 21.4. If no Trial Period is specified in the applicable SO, the Initial Licence Period commences on the date when the Product is integrated into the Customer’s system and is ready to serve its agreed functions as reasonably determined by Facere and notified to the Customer.
• This Licence Period will be renewed automatically upon expiration for a Renewal Period, unless either Party gives the other Party at least one month advance notice not to renew the Licence Period, in which event this Agreement will terminate automatically upon expiration of the Licence Period.

• Either Party may terminate this Agreement with immediate effect by giving notice to the other Party if:
  1. the other Party breaches any of its obligations under this Agreement that are capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so; or
  2. the other Party breaches any of its obligations under this Agreement incapable of remedy; or
  3. any event referred to in clause 21.2 occurs in relation to the other Party.
• Each Party will notify the other immediately if:
  1. it ceases to carry on business;
  2. it disposes of the whole or any part of its assets, operations or business other than in the ordinary course of business;
  3. any step is taken to enter into any arrangement between that Party and its creditors;
  4. any step is taken by a mortgagee to enter into possession or dispose of the whole or any part of its assets or business; or
  5. any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator of the whole or any part of its assets or business.
• If you fail to pay any Fees for two (2) months or more then Facere may, following notice to show cause, terminate this Agreement if you do not provide a satisfactory reason to Facere.
• If a Trial Period is specified in the SO, you may terminate this agreement at any time before the expiration of the Trial Period.

• Upon the expiry or termination of this Agreement:
  1. the licence granted to you to use the Product, will immediately terminate;
  2. Facere will immediately cease providing all services to you under this Agreement including without limitation the Product Updates, the Maintenance Services, the Technical Support and any other support; and
  3. you will immediately:
     1. cease to access and use the Product;
     2. return the Documentation and any copies of the Documentation to Facere or otherwise deal with same in the manner specified by Facere in writing;
     3. cease to use all Intellectual Property Rights of Facere; and
     4. pay all sums owing to Facere pursuant to this Agreement, including, without limitation, the total Subscription Fees owing for the current payment period and all additional Fees (if any).
  4. Facere may, at any time after 90 days from termination, delete your data from the Product.
• Termination of this Agreement for any reason will not affect the accrued rights or remedies of either Party.

Neither Party will be liable to the other for delay or failure to perform its obligations under this Agreement if such delay or failure is caused by declaration of war, strikes, acts of God or the public enemy, riots, interference by military authorities, compliance with Government laws and regulations, delays in transit, inability to secure necessary governmental priorities or any fault beyond its reasonable control or without its fault or negligence.

• In the event of a serious dispute arising between the Parties out of or in connection with this Agreement (Dispute), either Party may issue a (Dispute Notice) to the other Party and, if it does so then the Parties must use their best endeavours to try to settle such Dispute amicably by negotiation within 14 days of the issuance of the Dispute Notice or within any agreed extended period (Negotiation Period).
• If the Dispute cannot be settled within the Negotiation Period, then either Party may notify the other within 7 days after the end of the Negotiation Period that it requires that the Parties attempt to settle the Dispute by mediation and the Parties must proceed to such mediation as soon as reasonably possible. Such mediation will be conducted in Sydney, New South Wales, Australia in accordance with rules of the Resolution Institute or any replacement rules from time to time and will be conducted by a mediator independent of the Parties or, failing agreement between the Parties on such a mediator, by a person appointed by the Chair of the Resolution Institute or his or her nominee.
• If the Dispute is not resolved through the procedures set out above the Parties will thereafter be free to agree to arbitration within 7 days following mediation or, if they do not so agree, then either Party may proceed to litigate the matter.

• You may not sub-licence, transfer or assign any of your rights or obligations under this Agreement without the prior written consent of Facere (such consent not to be unreasonably withheld).
• Facere may transfer, novate or assign any of its rights or obligations under this Agreement to another person without your prior written consent.

• Severance

  If any part of this Agreement is deemed unenforceable, then if the provision would not be illegal or unenforceable if a word or words were omitted, that word or those words are severed or in any other case the provision is severed and the rest of this Agreement will continue to be legal and enforceable.

• Waiver

  The failure of a Party at any time to insist on performance of any obligation under this Agreement of the other Party is not a waiver of its right:

  1. to insist on performance of, or claim damages for breach of, that obligation unless that Party acknowledges in writing that the failure is a waiver; and
  2. at any other time to insist on performance of that or any other obligation of the other Party under this Agreement.
• Notices
  1. Each Party notifying or giving notice under this Agreement will do so:
     1. in writing;
     2. addressed to the address of the recipient specified in your Facere Account, as altered by notice given in accordance with this clause; and
     3. hand delivered or sent by prepaid post to that address or sent by email to the other Party’s email address as specified in your Facere Account.
  2. A notice given in accordance with clause 26.3(a) is deemed received:
     1. if hand delivered, on the date of delivery;
     2. if sent by prepaid post, three (3) days after the date of posting if posted within Australia and ten (10) days after the date of posting if posted internationally; and
     3. if sent by email, on the day the transmission is sent (but only if the sender has a confirmation report specifying the email address of the recipient, and the date and time of transmission).
• Variation

  Except as otherwise permitted by this Agreement, no variation to its terms will be effective unless in writing and signed by both Facere and you.

This Agreement is the entire agreement between the Parties in relation to the subject matter of this Agreement and supersedes any prior agreement, oral or written and any other communications between the Parties in relation to the subject matter of this Agreement.

Each Party will pay its own legal costs and taxes (including stamp duty, if any) payable in relation to this Agreement.

This Agreement shall be governed by the laws of New South Wales, Australia and each Party agrees to submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

Acceptance testing is not required unless specified in an SO.

• Definitions

  In this Agreement, including the recitals, the following terms will have the following meanings unless the contrary intention appears: Additional Services is defined in clause 11.1.

  • Additional Services is defined in clause 11.1.
  • Agreement means the agreement between you and us in relation to our provision of Product(s) to you and your use of such Product(s). The Agreement comprises these terms and conditions and the SO.
  • Business Day means a day on which banks are open for business in Sydney, New South Wales, Australia excluding a Saturday, Sunday or public holiday in that city.
  • Business Hours means the hours of 9.00am to 5.00pm Monday to Friday local time in Sydney, New South Wales, Australia, excluding public holidays.
  • Customer means a customer of Facere.
  • Documentation means the documentation provided as part of the Product.
  • Facere means Facere Australia Pty Ltd ACN 670 264 687.
  • Facere Account means the Facere account for you containing your business details.
  • Facere Branding Rules means the document of that name that sets out rules about the use of Facere trade marks and logos, if any.
  • Fees means the Subscription Fees and other fees specified in the applicable SO.
  • GST means any goods or services tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement.
  • Initial Licence Period means the length of time specified in the applicable SO as the Initial Licence Period.
  • Licence Period means the Trial Period (if any) and the Initial Licence Period as set out in the SO, as may be renewed or terminated early pursuant to this Agreement.
  • Maintenance Services means the services described in clause 9.1 and the SO.
  • Party or Parties means a party or the parties to this Agreement.
  • Product means any AI Agent and related software or other product provided by Facere, Product Updates, Maintenance Services, Technical Support and Documentation set out in an SO.
  • Product Updates means the updates described in clause 8.1 of this Agreement.
  • Renewal Period means the length of time specified in the applicable SO as the Renewal Period.
  • SO means an agreed subscription order made under these terms and conditions with a Customer, as may be amended, updated, supplemented or restated from time to time.
  • Subscription Fees means such monthly, quarterly, yearly or other regularly recurring fees as specified in an SO referable to the Product.
  • Trial Period means the length of time specified in the applicable SO as the Trial Period, if any.
  • Technical Support means the support described in clause 10.1 of this Agreement.
  • User means a user of the Product who is provided access to the Product by or on behalf of a Customer or who otherwise uses the Product under this Agreement.
• Interpretation

  In this Agreement unless the contrary intention appears:

  1. headings and italicised, highlighted or bold type do not affect the interpretation of this agreement;
  2. the singular includes the plural and the plural includes the singular;
  3. a gender includes all other genders;
  4. other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;
  5. a reference to a 'person' includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any Government Agency (whether or not having a separate legal personality);
  6. a reference to any thing (including any right) includes a part of that thing, but nothing in this clause 31.2(f) implies that performance of part of an obligation constitutes performance of the obligation;
  7. a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this Agreement and a reference to this Agreement includes any clause, annexure, exhibit and schedule;
  8. a reference to a document (including this agreement) includes all amendments or supplements to, or replacements or novations of, that document;
  9. a reference to a party to any document includes that party's successors and permitted assigns;
  10. a reference to time is to Sydney, New South Wales, Australia time;
  11. a reference to any legislation includes all delegated legislation made under it and includes all amendments, consolidations, replacements or re enactments of any of them, from time to time;
  12. a reference to an agreement other than this agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;
  13. a reference to a document includes any agreement or contract in writing, or any certificate, notice, deed, instrument or other document of any kind;
  14. a promise, agreement, representation or warranty by two or more persons binds them jointly and severally;
  15. a provision of this agreement may not be construed adversely to a party solely on the ground that the party (or that party's representative) was responsible for the preparation of this agreement or the preparation or proposal of that provision;
  16. a reference to a body, other than a party to this agreement (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;
  17. the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in this agreement do not limit what else is included and must be construed as if they are followed by the words 'without limitation', unless there is express wording to the contrary;
  18. a reference to a day is to the period of time commencing at midnight and ending 24 hours later;
  19. if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;
  20. if an act or event must occur or be performed on or by a specified day and occurs or is performed after 5.00 pm on that day, it is taken to have occurred or been done on the next day; and
  21. a reference to '$', 'A$', 'AUD', 'dollars' or 'Dollars' is a reference to the lawful currency of the Commonwealth of Australia.
• Business Day

  If anything under this Agreement is required to be done by or on a day that is not a Business Day that thing must be done by or on the next Business Day.

We will implement and maintain robust technical and organisational controls to ensure the security of data, including the following:

1. all sensitive data will be encrypted at rest and in transit using the industry-standard encryption protocols, being encryption methods that adhere to widely accepted and robust security protocols, including but not limited to:
   1. AES (Advanced Encryption Standard) with 256-bit keys or equivalent for data at rest and in transit.
   2. TLS (Transport Layer Security) 1.2 or higher for securing data transmitted over the network.
   3. RSA or Elliptic Curve Cryptography (ECC) with appropriate key lengths for secure key exchanges.
2. Encryption keys will be managed securely and rotated at regular intervals.

Without your express prior consent, we will not extract, store, or retain any information we access or handle in the provision of the Product or any Additional Services to you. This includes, but is not limited to:

1. we will not extract or copy any data about you, any patient information, or other sensitive material;
2. we will not store any data on our systems or infrastructure unless expressly authorised by you; and
3. we will only access and use the data as required to provide the Product and any Additional Services and for no other purposes.

In the event of a data breach, we will immediately notify you within 24 hours and provide detailed information on the breach, including the nature of the data involved, the actions taken, and measures to mitigate the impact.

Sensitive data we retain with your consent will be retained only for the minimum necessary period to for the provision of the Product and any Additional Services. At the end of the retention period, data is securely deleted in a manner that prevents recovery.

All our employees with access to data will undergo regular security awareness training, particularly on secure data handling, encryption, and privacy protection.