Terms and Conditions

Client Terms and Conditions

In these terms, references to the “Company” “our”, “we”, or “us” mean Moving Castle Technologies Pty Ltd ACN 686 637 963

When these client terms and conditions apply

These terms and conditions apply when you access or use propwiz.com.au or any services, software or functionality created or delivered by us including the PropWiz web-based SaaS platform that employs advanced artificial intelligence to analyse, interpret, and report on property contracts, ancillary documents, and other complex information sets (“Platform”).

Our Privacy Policy is available at propwiz.com.au/privacy. As contemplated in that policy, you agree to be bound by it in a range of circumstances including accessing and/or using our Platform.

Part A SUBSCRIPTIONS

PLATFORM ACCOUNT

(a) You will need to register, sign-up and open an active account through the Platform (an Account) before you can make any Order to purchase a subscription service.

Each Authorised User must have their own Account.
You will be requested to provide personal information and details, such as your name, email address, username and password and other applicable information when setting up your Account and at other times as requested by the Platform.
It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account and all activity by any Authorised User on their Accounts, and for ensuring that any activities on any Accounts comply with these terms and conditions.
By registering for an Account and using the Platform, you represent and warrant that any information you give to us is and remains complete, accurate, honest, correct and up-to-date.
We may end or pause your Account on reasonable grounds with reasonable notice to you (including if you breach these terms and conditions). We may elect not to approve your Account on any reasonable grounds and without the requirement to explain our decision.
We may suspend or cancel your Account if you do not comply with these terms or on any other reasonable grounds with reasonable notice to you.
We are not responsible for the management or administration of your Account or your Authorised Users.
You must not, and must ensure that all Authorised Users and other personnel do not, sell, loan, transfer, license, sub-licence, hire or otherwise dispose of the Platform or any related rights to any third party.
You must, and must ensure that all Authorised Users and other personnel comply with these terms and conditions and the End User Licence Agreement in Schedule 2 at all times and notify us without delay whenever you become aware of any case of a breach of these terms and conditions or otherwise any illegal or unauthorised use of the Platform.
You acknowledge and agree that we will have no liability for any act of any Authorised Users and other personnel or for damage, loss or expense suffered by any Authorised Users and other personnel in connection with the use of the Platform and will indemnify us for any such damage, loss or expense.
SUBSCRIPTION ORDER
1. These terms and conditions apply to you when to submit an order for purchase of a subscription service using the Platform (Order) and upon making such Order you represent and warrant that:
  1. you intend a binding contract with us and you have the legal capacity to enter into a binding contract with us and you are above 18 years of age; and
  2. you are authorised to hold and use the debit or credit card and the applicable details you provided with your Order.
2. By submitting an Order you acknowledge your intention, offer and agreement to enter into these terms and conditions. Pursuant to these terms we will provide you with the access to the Platform you have Ordered in consideration for your payment and agreement to pay future subscription payments.
3. These terms will come into effect only upon our approval of your payment and your access to the Platform is approved, to the extent we need to approve your access.
4. Upon expiration of the initial term of your subscription, your subscription and this agreement will automatically renew on an ongoing basis for a period equal to the initial subscription period unless you cancel at least 30 days before the end of the then-current subscription period. We will send you a reminder at least 45 days before the renewal date if the renewal provisions in this clause are intended to apply to your subscription.
5. Subject to the other provisions of these terms and conditions governing refunds, amounts paid in advance are otherwise non-refundable for change of mind.
PLATFORM SERVICES
1. The access and use rights to the Platform are as set out when you made your Order. We will use reasonable commercial efforts to provide such rights to you.
2. We will provide you and your authorised users for which you have included in your Order (“Authorised User”) with subscription access and use of our Platform for the term of your subscription (“Term”).
3. You must, and must ensure that all Authorised Users and all other personnel accessing and/or using the Platform comply with these terms and conditions (including the EULA set out in Schedule 1) at all times and notify us without delay whenever it becomes aware of any case of a breach of these terms and conditions or any illegal or unauthorised use of the Platform. The EULA forms part of these terms and conditions.
4. The Client acknowledges and agrees that the Provider will have no liability for any act of a User or for damage, loss or expense suffered by a User in connection with the use of the Solution and will indemnify the Provider for any such damage, loss or expense.
5. You may, at any time, request an increase in the number of Authorised Users by submitting this request to us. We may, in our sole discretion, agree to such a request subject to you agreeing to any proposed increase in the subscription fees.
6. We agree to use commercially reasonable efforts to make the subscription available to you at all times during the Term, however, you acknowledge and agree that this may not always be possible and that outages (including reasonable downtime) may occur from time to time.
7. Provided any downtime is not permanent or unusually frequent, you agree to waive and release us from any liability arising from and/or in connection with such outages and downtime.
8. We may from time to time in our absolute discretion modify and enhance the Platform, including any upgraded, improved, modified or new versions of the Platform.
9. You must and you must ensure your Authorised Users and other personnel observe all reasonable disclaimers and any further terms and conditions provided on the Platform or any output of the Platform.
PAYMENT
1. When we quote a price it is subject to change in future after the end of your current Term and in Australian Dollars.
2. In the event that we discover an error or inaccuracy in the price at which your Order was purchased, we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your Order at the correct price or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.
3. When you make an Order you must pay for your subscription in full.
4. Amounts do not include GST. You agree to pay all applicable GST to us at the same time as you make the applicable payment on which the GST is calculated.
5. We may charge surcharges for use of payment methods including debit or credit cards.
6. We may use third-party payment providers (Payment Providers) to collect payments for subscription services. All actions by the Payment Provider will be subject to our and the Payment Providers’s terms, conditions and policies. You agree that we have no responsibility for the security or performance of the Payment Provider. You authorise us to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
7. You agree to pay us the subscription fees, and any other amounts payable to us under these terms and conditions, in accordance with these terms and conditions.
8. If any payment has not been made in accordance with these terms and conditions, the amount becomes a debt due and immediately payable to us and we may (at our absolute discretion):
  1. immediately cease or suspend your subscription and your rights to access and use the Platform, and at any time recover as a debt due and immediately payable from you, our additional costs of doing so; and
  2. charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 5% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with these terms and conditions.
9. If you rectify such non-payment within a reasonable time then we may, at our discretion, recommence your subscription and your rights to access and use the Platform as soon as reasonably practicable.
RESTRICTIONS

You must not (and must ensure that any Authorised Users and other personnel do not) access or use the Platform except as explicitly permitted by these terms and conditions and you must not and must ensure that any other person (including an Authorised User) does not:

use the Platform in any way that breaches any applicable laws or infringes any person's rights, including intellectual property rights;
use the Platform in any way that damages, interferes with or interrupts the supply of the Platform;
introduce malicious programs into our hardware and software or the Platform, including any viruses or malware through any channel;
allow others to access or use your/their Account, password or authentication details;
use the Platform to carry out security breaches or disruptions of a network. This includes accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to perform any access or use that has the effect of or may corrupt any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform; and
use the Platform to circumvent user authentication or security of any of our networks, accounts or hosts or those of members or suppliers.

CLIENT DATA; ARTIFICIAL INTELLIGENCE
1. By providing or posting Client Data, you represent and warrant that, and must ensure that all Authorised Users and other personnel make equivalent representations and warranties:
  1. the Client and the Authorised Users and other personnel is authorised to provide the Client Data;
  2. the Client Data is accurate and true at the time it is provided;
  3. the Client Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
  4. the Client Data does not infringe any intellectual property rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world. In particular:
    1. you represent and warrant that you own or have all necessary rights, licences, consents, and permissions to provide, upload, or otherwise make available all Client Data to us;
    2. you represent and warrant that the provision and our use of Client Data under these terms will not infringe, misappropriate, or violate any intellectual property, privacy, confidentiality, or other rights of any person;
    3. you represent and warrant that all Client Data complies with all applicable laws and regulations;
    4. you acknowledge that you are solely responsible for Client Data, including its legality, reliability, and appropriateness; and
    5. you indemnify and hold harmless us, our related bodies corporate, and our officers, employees, agents, and contractors from and against any loss, liability, damage, cost, or expense (including legal fees on a full indemnity basis) arising out of or in connection with:
      1. any claim that Client Data infringes or violates any third party’s rights;
      2. any breach of these representations or warranties; or
      3. our lawful use of Client Data as permitted under these terms.
  5. the Client Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system;
  6. We may collect, compile, analyse, use and disclose Anonymised Data derived from Client Data or any other access or use of the Platform and may use and share such Anonymised Data for research, analytics, benchmarking, product improvement, marketing, and AI or machine learning development, including with third parties, provided that the data remains de-identified and aggregated. We will use reasonable efforts such that all use or disclosure of Anonymised Data complies with applicable law including the ACL, includes reasonable safeguards against re-identification, and does not mislead or deceive any party. All rights, title and interest in Anonymised Data (including any derivative insights, analytics or models) vest in us.
  7. the Client Data does not breach or infringe any applicable laws,

where “Client Data” means files, data, information or any other materials, which is uploaded or inserted to the Platform, or otherwise provided to us, by your Authorised Users and other personnel or any other person affiliated with the foregoing, and includes any intellectual property rights attaching to such materials and “Anonymised Data” means data that has been de-identified in accordance with the Privacy Act 1988 (Cth) and applicable guidelines, so that no individual or entity is reasonably identifiable.

You acknowledge and agree that our Platform is developed for the provision of, and we may use, artificial intelligence, machine learning, automation, and other data-driven technologies of any nature (AI Systems) in our business, including, without limitation, the operation, delivery, and continual improvement of our Platform, all services and any other aspect of our business activities. As such:
1. You grant us a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and otherwise exploit any data, content, or materials you provide (including any outputs or derivatives thereof) for purposes including but not limited to: providing, maintaining, and improving our services; training, developing, testing, and refining AI Systems and related technologies; creating aggregated, anonymised, or derivative datasets; and any other lawful business purpose.
2. You acknowledge that parts of the Platform utilise AI or machine learning models that generate content automatically. Such outputs may be incomplete, inaccurate, or inappropriate for your specific use case. You must independently verify the accuracy and applicability of any AI-generated content before relying on it. We disclaim any and all responsibility or liability arising from your use of or reliance on any AI-generated content. You acknowledge that AI-generated outputs may not always be accurate or complete and should not be relied on as professional advice. You remain solely responsible for evaluating the accuracy and suitability of any AI-generated content or insights for your intended use. You agree to have all AI-generated content reviewed by a suitable professional if you have any doubts.
3. In furtherance of the foregoing, the Platform, including any information, content, materials, templates, automated outputs, recommendations or other resources made available through it, is provided for general information purposes only. The Platform does not constitute legal, financial, or other professional advice. Use of the Platform does not create a solicitor-client relationship or any other type of similar relationship between you and us. You acknowledge that any decisions made or actions taken based on the Platform or its content are made at your own risk. The Platform is not a substitute for independent legal advice from a qualified lawyer. You should obtain legal advice from an appropriately qualified and licensed practitioner in your jurisdiction before relying on or using any content produced, suggested, or facilitated by the Platform. We make no representation or warranty that any content is accurate, complete, current, or suitable for your particular circumstances.

CHANGES; Force Majeure
1. We reserve the right to update, change, suspend or otherwise alter our Platform at any time and we will notify you of any material impact we anticipate to you as soon as possible. If we suspend our Platform and your payment has already been received with respect to periods after the suspension, the unused amount will be credited back to your original method of payment.
2. If a party becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a force majeure event (however reasonably defined), the party affected must give to the other party prompt written notice of: reasonable details of the event and so far as is known, the probable extent to which the party affected will be unable to perform or be delayed in performing its obligations.
3. Subject to compliance with clause 7(b), the relevant obligation will be suspended during the event to the extent that the obligation is affected by the event and the party affected must use its best endeavours to overcome or remove the event as quickly as possible and resume performing the relevant obligation.
INTELLECTUAL PROPERTY; CONFIDENTIALITY; DATA PROTECTION
1. The Company retains all intellectual property rights in the Platform and all services and documents, outputs, reports and other information provided thereunder and otherwise by the Company and/or its personnel. This includes any materials, improvements, feedback or other changes of any nature whatsoever to the Platform or any aspect of it or our other intellectual property rights. To the extent that ownership of these intellectual property rights does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
2. You must not and you must ensure your Authorised Users and other personnel do not attempt to copy, reproduce, modify, adapt, translate, transfer, disclose, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile or otherwise attempt to discover any part of the source code of the Platform or otherwise commercialise or jeopardise any of the foregoing or commit any IP Breach.
3. You must not and you must cause your Authorised Users not to act with respect to any of our intellectual property rights or any third party’s intellectual property rights in a way that may cause damage to or adversely impact the Company or diminish or adversely impact the reputation of the Company.
4. You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use anything you provide to us through the Platform or otherwise, for the performance of our obligations under these terms and conditions or as otherwise contemplated by these terms and conditions.
5. If you or any of your Authorised Users or other personnel have any moral rights in any material provided, used or prepared in connection with these terms and conditions, you agree to (and agree to ensure that your Authorised Users and other personnel) consent to our use or infringement of those moral rights in any form reasonably required by us.
6. In this clause 8, “intellectual property rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.
7. In this clause 8, “IP Breach” means any breach by you (or any of your Authorised Users or other personnel) of any of our intellectual property rights (or any breaches of third-party rights including any intellectual property rights of third parties), including, but not limited, to you (or any of your Authorised Users or other personnel) causing any loss, damage or liability to us with respect to any intellectual property rights.
8. Except as contemplated by this agreement, neither we, you or any applicable officers, employees, agents, contractors or related companies are permitted to disclose to any person any confidential information disclosed to it by the other party without its prior written consent. You must not and you must ensure your Authorised Users and other personnel do not disclose any information provided on or obtained from the Platform or any services or documents, outputs, reports and other information provided thereunder to any third party, unless such disclosure is specifically permitted using the functionality of the Platform and if so, only using such functionality.
9. We will use reasonable commercial efforts to establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Client Data and provide information intended to keep you notified of changes to our safety and security procedures and safeguards relating to Client Data that are made from time to time.

WEBSITE

ACCESSING THE WEBSITE

Our website is available at propwiz.com.au (“Website”).

You agree to only use our Website in accordance with applicable laws and all applicable clauses in these terms and conditions. Further, you must ensure compliance with all applicable laws and all applicable clauses in these terms and conditions by your employees, sub-contractors and all other agents.

YOUR OBLIGATIONS

You must not:

copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of the Company;
use the Website for any purpose other than the purposes of accessing or using the functionality of the Platform;
use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
use the Website with the assistance of any automated scripting tool or software;
act in a way that may diminish or adversely impact the reputation of the Company, including by linking to the Website on any other website; and
attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
1. gaining unauthorised access to Website accounts or data;
2. scanning, probing or testing the Website for security vulnerabilities;
3. overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
4. instigate or participate in a denial-of-service attack against the Website.

INFORMATION ON THE WEBSITE
1. While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:
  1. the Website may have errors or defects (or both, as the case may be);
  2. the Website may not be accessible at times;
  3. messages sent through the Website may not be delivered promptly, or delivered at all;
  4. information you receive or supply through the Website may not be secure or confidential; and
  5. any information provided through the Website may not be accurate or true.
2. We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including services and subscription descriptions, prices and other Website Content (as defined below).
INTELLECTUAL PROPERTY
1. The Company retains ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any intellectual property rights owned or licensed by it not expressly granted to you.
2. You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from the Company or as permitted by law.
3. In this clause 12, “intellectual property rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.
LINKS TO OTHER WEBSITES
1. The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
2. Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.
THIRD PARTY PLATFORM
1. The Website is powered by a third party platform and the terms and conditions of that third party may apply to your use of this Website to the extent applicable to you.
2. To the maximum extent permitted under applicable law and our agreement with our third party platform provider, we will not be liable for any acts or omissions of that third party, including in relation to any fault or error of the Website or any issues experienced in placing Orders.
SECURITY

To the maximum extent permitted by law, the Company does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference. You acknowledge and agree:

we may host the Platform via cloud-based services which use storage servers located in and potentially outside Australia;
while we will use reasonable efforts to select an appropriate hosting provider, we cannot guarantee that any hosting service will be free from errors or defects or that Client Data will be accessible or available at all times; and
in the event that data including Client Data is lost due to a system failure (e.g., a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects and we expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of these terms and conditions, your subscription and any loss of data.

REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.

C. Liability And Other Legal Terms

LIABILITY
1. WARRANTIES

Under the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL), you may be entitled to certain remedies (like a refund, replacement or repair) if there is failure with the subscription or other services provided. Nothing in these terms is intended to limit the operation of the ACL. Please note that to the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

LIABILITY
1. To the maximum extent permitted by law and subject to clause 17.2(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these terms is limited to the total amount paid by you to the Company in the 6 months preceding the date of the event giving rise to the relevant liability.
2. Clause 17.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of clause 2, 5, 6, 8 or 12.
Consequential loss

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any subscription or other services provided by us, except:

in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

Termination

Either party may end these terms and conditions, your access to the Platform and your subscription for no reason, by providing notice to the other party. This agreement, access to the Platform and the subscription will end 10 days after the day the notice is sent. Any unused portion of the subscription fee will be refunded in these circumstances.

We may terminate these terms and conditions, your access to the Platform and your subscription immediately upon a breach by you, any Authorised User or other personnel, by providing notice to you.

disputeS
1. If an issue between the parties arises under this agreement that cannot be resolved, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.
2. The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).
3. The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.
4. If mediation does not resolve the issue, the parties must:
  1. if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and
  2. based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.
5. The parties will follow the binding outcome of arbitration (or other agreed mechanism).
6. Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
7. The process in this clause does not apply where a party requires an urgent injunction.
GENERAL
1. GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

WAIVER

No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

SEVERANCE

Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.

COSTS

Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

INTERPRETATION
1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (currency) a reference to $, or “dollar”, is to Australian currency;
3. (gender) words indicating a gender includes the corresponding words of any other gender;
4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
7. (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
8. (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
11. (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.

NOTICES
1. Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in this agreement, and the email’s subject heading must refer to the name and date of this agreement.
2. If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
3. The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

1. End User Licence Agreement

KEY TERMS

Term

Meaning

End User

means you, or any person to whom the Platform is provided.

Head Agreement

means the terms and conditions between the Provider and the Client in relation to the Platform.

Platform

means the PropWiz web-based SaaS platform that employs advanced artificial intelligence to analyse, interpret, and report on property contracts, ancillary documents, and other complex information sets

Client

means the entity which has entered into the Head Agreement with the Provider in relation to the Platform.

Purpose

means to analyse, interpret, and report on property contracts, ancillary documents, and other complex information sets.

Provider

means Moving Castle Technologies Pty Ltd ACN 686 637 963.

APPLICABILITY AND DEEMED ACCEPTANCE
1. This EULA applies to any End Users of the Platform. You agree to, and will be deemed to have accepted, this EULA when you access the Platform.
2. By accessing the Platform, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Platform provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Platform.
3. This EULA commences on the date that access to the Platform is provided to you or you otherwise use the Platform and will end when written notice is provided to you.
USE OF MATERIALS
1. GRANT OF RIGHT
  1. You are granted a right to access and use the Platform for the Purpose.
  2. You must only access and/or use the Platform:
    1. in accordance with the limitations of the Purpose;
    2. in a manner that is consistent and compliant with clause 2.2; and
    3. in compliance with any other restrictions notified to you in writing from time to time.
2. RESTRICTIONS

Except in accordance with clause 2.1(b), you must not, without prior written approval from the Provider in their absolute discretion:

upload sensitive information or commercial secrets to the Platform;
upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, immoral or age-restricted or similar materials to the Platform;
upload any material that is owned or copyrighted by a third party;
make copies of the Platform;
adapt, modify or tamper in any way with the Platform;
remove or alter any copyright, trade mark or other notice on or forming part of the Platform;
create derivative works from, translate or reproduce the Platform;
publish or otherwise communicate the Platform to the public, including by making it available online or sharing it with third parties;
sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform to any third party;
decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
attempt to circumvent any technological protection mechanism or other security feature of the Platform;
permit any person to use or access the Platform;
intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Platform or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
share your Platform account information with any other person and that any use of your account by any other person is strictly prohibited. You must immediately notify the Provider of any unauthorised use of your account, password or email, or any other breach or potential breach of the Platform’s security;
use the Platform for any purpose other than for the purpose for which it was designed, such as not using the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
act in any way that may harm the Provider’s reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Platform.

LIMITATIONS OF Platform

The Provider does not guarantee, and makes no warranties, to the extent permitted by law, that:

the Platform will be free from errors or defects;
the Platform will be accessible or available at all times; or
any information provided through the Platform is accurate or true.

Privacy

You agree to the Provider collecting, storing, maintaining, handling, using and disclosing personal information in accordance with its Privacy Policy, located at https://www.propwiz.com.au/privacy, which is incorporated into this agreement by reference.

DISCLAIMERS
1. The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Platform.
2. You must take your own precautions to ensure that the process which you employ for accessing the Platform does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
3. To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
4. You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Platform or breach of this EULA (or both, as the case may be).
5. You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Platform and indemnify the Provider for any such damage, loss or expense.
6. All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
  1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and
  2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
7. To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this EULA or their subject matter.
TERMINATION
1. AUTOMATIC TERMINATION

This agreement will be automatically terminated, and your licence to the Platform will be immediately revoked, if the Head Agreement expires or is terminated for any reason.

TERMINATION BY SERVICE PROVIDER OR Client

The Provider or the Client (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:

you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or
you commit, or the Provider or the Client reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.

EFFECT OF EXPIRY OR TERMINATION
1. In the event of expiry or termination of this EULA, you must:
  1. immediately cease using the Platform; and
  2. remove the Platform from all materials in your care, custody or control that feature the Platform, and, if the Platform cannot be removed, then at the Provider’s option, return or destroy all such material.
2. Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.
YOUR DATA ON TERMINATION

We strongly recommend you remove any information you store in the Platform prior to termination of this agreement. The Provider will securely delete or de-identify personal information in accordance with the Privacy Act 1988 (Cth) and our data retention policy. The Provider will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.

GENERAL
1. GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

ASSIGNMENT

You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider’s prior consent.

ENTIRE AGREEMENT

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