Terms Of Service
These terms and conditions (Terms of Service) constitute a binding agreement between Ratescalc.com Pty Ltd ACN 615 192 991 (Ratescalc, We, Our, Us, and other similar terms) and apply to the arrangement with you (Subscriber, You, Your, and other similar terms) and Your use of the Ratescalc Platform.
Ratescalc’s contact information is as follows:
Ratescalc.com Pty Ltd ACN 615 192 991
4 Maroochy Waters Drive Maroochydore Qld 4558
Telephone: +61 439 169 999
Email: [email protected]
By accepting this Terms of Service, the Subscriber:
(a) acknowledges and agrees to having had sufficient opportunity to read and understand the Terms of Service and that You are authorised to bind the Subscriber.
(b) acknowledges that these terms and conditions were brought to Your attention prior to accepting them.
(c) warrants that the information provided regarding Your contact information is accurate, and that Ratescalc may contact You to confirm information in relation to Your offer.
Prevalence of a Signed Contract
If Ratescalc and the Subscriber have signed a document substantially in the form of this Agreement, then the terms and conditions contained in that agreement as signed by the Parties prevail over those terms and conditions contained in a contract agreed to by clicking an ‘I accept’ button.
In this Agreement, unless the context or subject matter require otherwise:
Account means the username and access credentials linked to an account authorised by the Subscriber that allows its End Users to access and use Ratescalc Platform.
Agreement means this Terms of Service, including any schedules, annexures, or documents incorporated by reference.
Ratescalc Platform means the software application which Ratescalc is to provide to the Subscriber to access and use pursuant to this Agreement.
Business Day means:
(a) for receiving a Notice, means a day that is not a Saturday, Sunday, public holiday, or bank holiday in the place where the Notice is received; and
(b) for all other purposes, a day that is not a Saturday, Sunday, bank holiday, or public holiday in Maroochydore, Queensland, Australia.
Commencement Date means the date You request access to the Ratescalc Platform unless another date is agreed in writing.
Confidential Information means all information disclosed (whether orally, in writing, or in any other form) by one party (the Disclosing Party) to the other party (the Recipient) in connection with this Agreement, which is identified as being confidential (or which reasonably ought to be considered confidential by the Recipient), and all copies, notes, and records and all related information based on or arising out of any such disclosure, but does not include information that:
(a) is generally known in the industry of the Recipient.
(b) is now or subsequently becomes generally available to the public through no wrongful act of the Recipient.
(c) the Recipient rightfully had in its possession prior to the disclosure to the Recipient by the Disclosing Party.
(d) is independently created by the Recipient without direct or indirect use of the Confidential Information; or
(e) the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.
Data means any information which is reduced to electronic form and stored in any of our computer systems.
Data Breach means any unauthorised access to, unauthorised disclosure of, or loss of, Personal Information held by Us where the access, disclosure or loss is likely to result in serious harm to any of the individuals to whom the information relates.
Documentation means any user manual, support, guides and explanatory notes or memoranda provided in either electronic or physical form by the Provider that may or may not be supplied with the Ratescalc Platform as updated from time to time.
End User means a person authorised by the Subscriber to access and use Ratescalc Platform.
Fees means the amount payable by the Subscriber for the agreed number of End Users that have the right to access and use the Ratescalc Platform during the Term.
Force Majeure means an act of God, fire, lightning, explosions, flood or other natural disaster, subsidence, act of terrorism, insurrection, civil disorder or military operations, power or gas shortage, government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo, inability or delay in obtaining governmental or quasi-governmental approvals, consents, permits, licences or authorities, strikes, lock-outs or other industrial disputes of any kind and any other cause, whether similar or not to the foregoing, outside of the affected Party’s control.
Intellectual Property means all industrial and intellectual property rights including, without limitation, patents, copyrights, right to extract information from databases, design rights, trade secrets, rights of confidence, and all forms of protection of a similar nature or having similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them).
Party means a party to this Agreement and Parties means both Parties to this Agreement.
Term means one (1) calendar month.
Website means the website located at the URL: https://ratescalc.com.
Grant Of Access
(a) The terms and conditions contained in this Agreement commence when the Subscriber obtains the right to access the Ratescalc Platform; and
(b) continue for the Term unless terminated according to the terms and conditions contained herein and subject to clause 3.5.
Ratescalc grants the Subscriber and its End Users a non-transferrable, non-sublicensable, and limited right to access and use the Ratescalc Platform during the Term.
Use Of The RatesCalc Application
The Subscriber agrees:
(a) to authorise its End Users to use the Ratescalc Platform only for its own purposes.
(b) to use the Documentation only for the purpose for which it is provided; and
(c) otherwise comply in all respects with its obligations contained in this Agreement.
(a) The Subscriber agrees to pay the Fees in exchange for its End Users use of the Ratescalc Platform during the Term.
(b) The Subscriber agrees to the pay the Fees on the Website at the time it agreed to be bound by the terms contained in this Agreement, or as otherwise notified at least twenty-eight (28) days in advance by Ratescalc.
(c) The Subscriber must pay the Fees as it applies to the number of End Users selected for the Term in the manner as reasonably directed by Ratescalc.
Renewal Or Extention Of The Term
(a) At least seven (7) days prior to the expiry of the initial Term, either Party may notify the other that it does not wish for the Term to be renewed and in such event, this Agreement will expire at the end of the Term.
(b) If a Party does not give notice pursuant to this clause, this Agreement is automatically renewed for another period equal to the initial Term.
(c) If either Party elects to not renew the Term pursuant to this clause, then the Subscribers right to use the Ratescalc Platform will expire and access for End Users will be removed at the end of the Term.
Cancelling Of The Account
(a) The Subscriber may cancel its Account at any time by providing Ratescalc with Notice of its intention to cancel.
(b) On cancellation, the Subscriber will retain access to its Account for the remainder of the Term for which it has paid.
Using The RatesCalc Application
Usernames and Passwords
The Subscriber and its End Users must keep all usernames and passwords used to access the Ratescalc Platform strictly confidential.
(a) The Subscriber agrees that its End Users will keep all End User Account information confidential.
(b) The Subscriber is responsible for:
(i) all activity that occurs on the Ratescalc Platform, whether authorised or not; and
(ii) ensuring the accuracy of Data entered within the Ratescalc Platform.
Use of Account Information
Each End User is responsible for ensuring that it is the sole person accessing the Ratescalc Platform using an Account and is expressly prohibited from sharing its Account information with third parties.
(a) The Subscriber does not obtain any express or implied Intellectual Property rights in the Ratescalc Platform beyond the right to use it during the Term as described in this Agreement.
(b) The Subscriber retains ownership of the Data uploaded by its End Users to the Ratescalc Platform and provides an irrevocable licence to the Subscriber to use the Data for the purpose of operating the Ratescalc Platform.
Backing up Subscriber’s Data
It is the responsibility of the Subscriber to keep copies of Data entered in the Ratescalc Platform.
(a) If it is necessary to interrupt Subscriber’s use of the Ratescalc Platform, Ratescalc will endeavour to provide reasonable notice (where possible) of when it is anticipated that the Ratescalc Platform will be unavailable.
(b) Subscriber acknowledges that access to the Ratescalc Platform may be changed, interrupted, or discontinued, including for reasons beyond Ratescalc’ s control.
(c) The Subscriber agrees that Ratescalc is not liable for any loss, foreseeable or not, arising from any interruption to the Subscribers’ and its End Users’ access to the Ratescalc Platform.
Use Of Personal Information
The Subscriber and its End Users acknowledge that Data stored in the Ratescalc Platform and in accordance with the Ratescalc Privacy Notice. The Privacy Notice, as amended from time to time, is available on the Website.
Consent to the provision of information to third parties
The Subscriber acknowledges that its contact details and the details of its End Users may be provided to third parties for the Ratescalc Platform to operate effectively, and the Data entered by End Users may be passed to third parties because of system integrations.
Obligations In The Loss Of Data
The Subscriber warrants that:
(a) if it becomes aware that an unauthorised third party has been given access to the Ratescalc Platform by any of its End Users; or
(b) it is notified by any of its customers that their Personal Information has been disclosed to a third party without their consent; then:
(c) it must report this Data loss to Ratescalc; and
(d) that it will follow all reasonable directions provided by Ratescalc so that it can comply with its obligations, such as under the Privacy Act 1988 (Cth)
Express Prohibitions On Use
(a) The Subscriber its End Users agree they must not:
(i) infringe the Intellectual Property rights in the Ratescalc Platform.
(ii) represent that they are associated with or otherwise endorsed by the Provider other than to state that they subscribe to use the Ratescalc Platform.
(iii) use the Ratescalc Platform in any way that could damage the reputation of Ratescalc or the goodwill or other rights Ratescalc enjoys.
(iv) permit any third party to obtain access to the Ratescalc Platform or Documentation.
(v) reproduce, make error corrections to, or otherwise modify or adapt the Intellectual Property in the Ratescalc Platform or create any derivative works based on the Ratescalc Platform and the Documentation.
(vi) de-compile, disassemble, decrypt, or otherwise reverse engineer the Ratescalc Platform or permit any third party to do so.
(vii) transfer, sublicense, rent, lease, lend, license, or otherwise transfer or assign the Intellectual Property in the Ratescalc Platform; and
(viii) modify or remove any copyright or proprietary notices associated with the Ratescalc Platform.
(b) The Subscriber and its End Users agree that doing any of the above acts is a breach an essential term of this Agreement which may result in termination in accordance with clause 10.
Duty Of Care
(a) The Subscriber and its End Users access the Ratescalc Platform at their own risk and are responsible for compliance with the laws of their jurisdiction in addition to those contained in this Agreement.
(b) Ratescalc makes the Ratescalc Platform available to use, however, does not assume a duty of care to the Subscriber or its End Users. Ratescalc makes no representation and provides no warranty regarding the quality, accuracy, completeness, merchantability, or fitness for purpose of the Data supplied by the Subscriber.
(c) The Subscriber agrees to make its own investigations to ensure the Ratescalc Platform is fit for the purpose which the Subscriber and its End Users would like to use it.
Disclaimer Of Warranties
Ratescalc’ s warranty
Ratescalc warrants that the Ratescalc Platform will be reasonably free of defects during the Term.
The Subscriber warrants that:
(a) the Ratescalc Platform has been obtained at the Subscriber’s own discretion and risk.
(b) it will use the Ratescalc Platform strictly as required by any guidelines or recommendations provided by Ratescalc.
(c) it has made its own investigations into the suitability of the Ratescalc Platform and is not relying on any representation not expressly made by Ratescalc.
(d) it will take out any policy of insurance as reasonably required by Ratescalc to protect against any foreseeable risk posed by use of the Ratescalc Platform; and
(d) no advice or information, whether oral or written, obtained from Ratescalc in relation to the Ratescalc Platform creates any warranty not expressly stated herein
(a) The Subscriber indemnifies, and must keep indemnified, Ratescalc and its employees, officers, and agents, against any actions, liability, claim, loss, damage, proceeding, expense (including legal costs) suffered or incurred by the Company, arising from or in connection with, either directly or indirectly Subscriber’s breach of any of its obligations contained in this Agreement, including, but limited to, the making of a warranty that is inaccurate or incomplete.
(b) The Subscriber and its End Users indemnifies, defends, and holds harmless Ratescalc in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses, and costs (including legal fees on a full indemnity basis), in connection with:
(i) any breach of a provision of this Agreement.
(ii) the Subscribers’ and its individual End Users’ use of the Ratescalc Platform, including any negligent acts or omissions; or
(iii) use of the Ratescalc Platform, including any third-party claims made in connection with, or arising out of, the Subscriber’s use of the Ratescalc Platform.
Termination by Ratescalc
Ratescalc may terminate this Agreement without notice if:
(a) it no longer has the right or reasonable ability to provide the Ratescalc Platform for any reason.
(i) the Subscriber commits a breach a material term of this Agreement, which is not capable of being remedied, after first notifying the Subscriber of such breach; or
(ii) it is notified, after having made reasonable inquiries, that the Subscriber:
(b) is reverse engineering or otherwise creating derivative works based on the Intellectual Property contained in the Ratescalc Platform; and
(c) is attempting to circumvent any technological protection measure which limits the Subscriber’s End Users’ ability to access multiple instances of the Ratescalc Platform.
(d) the Subscriber is using the Ratescalc Platform for a purpose other than what it was designed for and is otherwise consuming resources well above what is considered normal or usual.
Payment of additional Fees
If it is determined by Rates Calc, acting reasonably that an End User authorised by a Subscriber is or has shared its Account information with a third party then Rates Calc will have the right to charge the Subscriber the commensurate Fee.
Termination for non-payment
The payment of the Fees is an essential term of this Agreement. Ratescalc may terminate this Agreement by providing the Subscriber with seven (7) days’ notices after the expiry of the Term if Subscriber does not pay the Fees entitling it to access and use the Ratescalc Platform.
Actions upon termination or expiry of the Term
On termination of this Agreement for whatever reason:
(a) the Subscriber and its End Users must stop accessing and using Ratescalc Platform within seven (7) days.
(b) the End User must return or destroy all copies of the Documentation if it is provided separately with the Ratescalc Platform.
(c) the Subscriber agrees that the balance of any prepaid Fees is forfeited.
(d) after the expiry of thirty (30) days from the end of the Term, Ratescalc will purge all data from its system created by the Subscriber’s End Users, unless other arrangements are made between the parties for the retention of such Data; and
Notices And Other Communications
(a) For all correspondence including Notices in relation to this Agreement please contact Ratescalc at the address shown above.
(b) If required, Ratescalc will contact the Subscriber via the contact details it has retained in its records. If Ratescalc has multiple contact details for Subscriber, it will use the most recent contact information to provide any Notices required.
(a) Access to the Ratescalc Platform outside the Jurisdiction – No representation or warranty is made that the Ratescalc Platform complies with the laws of any country outside of Australia.
(b) Approvals and consents – Except where this Agreement expressly states otherwise, a Party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Agreement.
(c) Assignment – Ratescalc may assign any of its rights and obligations under this Agreement by notifying the other Party of such an assignment. The Subscriber may not assign its rights under this Agreement without the prior written consent of Ratescalc, which may be granted or withheld in Ratescalc’ s complete discretion and, if granted, may be subject to conditions.
(d) Entire agreement – This document contains the entire agreement between the Parties in connection with its subject matter and supersedes all previous agreements and understandings except as otherwise provided herein.
(e) Force Majeure Event – A Party who is prevented from performing any obligation under this Agreement (except an obligation to pay an amount of money) by the occurrence of an Force Majeure Event is excused from the performance of any such obligation until they are no longer affected by the Force Majeure Event.
(f) Governing law and jurisdiction – This Agreement is governed by the laws of Queensland, Australia and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.
(g) Severance – If anything in this Agreement is unenforceable, illegal, or void then it is severed, and the rest of this Agreement remains in full force and effect.
(h) Survival – Any clause which is expressed to survive, or which by its nature is intended to survive termination of this Agreement, survives termination.
(I) Variation – An amendment or variation to this Agreement is not effective unless it is in writing and signed by the Parties.
(j) Waiver – A Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. A waiver is not effective unless it is in writing and signed by the Party giving it.
Ratescalc.com Pty Ltd ABN# 45 615 192 991
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