matteroTM Platform Terms of Use

(1) matteroTM Platform Terms and Conditions
For Organisations and Primary Users

(2) matteroTM Platform End User Licence Agreement Terms
For End Users

 

matteroTM Platform Terms and Conditions

Dated: 12 May 2020

These matteroTM Platform Terms and Conditions apply to use of, and access to, the matteroTM Platform, and all associated pages, applications, and resources relating to your Tenant, and can be accessed at https://mattero.com.au/terms-and-conditions

If you do not agree to these terms and conditions you must not use or access any page, application, or resource accessible through the matteroTM Platform.

By using or accessing any page, application, or resource through the matteroTM Platform, you accept the following terms and conditions and enter into an agreement with mattero Pty Ltd ABN 38 637 226 585 (“Agreement”).

This document must be read in conjunction with our Privacy Policy, which is available at https://mattero.com.au/privacy-policy

Please note that these terms and conditions contain narrations that provide a brief description of what the section relates to. All such narrations can be identified as they are contained in square brackets [and are in green italic font like this example]; and they do not form part of these terms and conditions, and are a navigation guide only.

1. Definitions

1.1 In this Agreement, the terms in bold in the left column in the following table have the corresponding meaning unless repugnant to the context.

Defined term

Definition

Agreement

The agreement formed between you and us upon your acceptance of these matteroTM Platform Terms and Conditions.

Additional Service

Refer to clause 6.

Billing Period

A defined period in which a Party accrues the right to charge a fee, reimbursement, or other amount under this Agreement; and, another Party incurs a liability to pay that fee.

Cardholder Data

Any personally identifiable information associated with a person who has a credit or debit card, which includes the PAN, and may include any of the following as the case requires: the cardholder name; expiration date; or service code.

Confidential Information

All information in any form, including verbal, written or electronically stored information, belonging or relating to a Party, and includes without limitation:

  1. any kind of technical, financial or business information;
  2. details of employees, suppliers, or customers;
  3. material developed by either Party under this Agreement;
  4. Intellectual Property Rights, concepts, know-how and trade secrets;

but excludes information in the public domain (other than by default under this Agreement) or information independently known to the other Party..

Consequential Loss

Any and all Losses suffered by a party that cannot reasonably be considered to arise naturally from that breach or event, or events giving rise to the Losses, that you suffer in any way, even if we knew or should have known about the possibility of such loss, and includes without limitation any and all consequential, special, indirect, exemplary or punitive Losses, and any and all Loss of profit, Loss of revenue, Loss of goodwill, Loss of data or information contained within any data, and Loss of savings, profit, or revenue; whether arising in contract, tort (including negligence) or equity or under statute.

Content

Any textual, visual, aural content, including without limitation: text, images, sounds, videos, animations, documents, data, files containing human readable content, any works or subject matter other than works created by a person as protected by copyright laws, or any combination of these things. But expressly excluding any functional software or module that forms a part of the System upon which the Content is stored or accessed. .

Corporations Act

Corporations Act 2001 (Cth)

Damages

As the context requires:

  1. The damages suffered by a person; or
  2. Compensation awarded by a court of competent jurisdiction for damages suffered by a person.

Damage has the corresponding meaning.

Data Storage

The facility or service on which we store Content.

Electronic Transactions

An electronic transaction conducted through the matteroTM Platform, including a payment made through any of the following methods that may be available from time to time:

  1. Credit Card;
  2. Debit Card;
  3. Prepaid payment card; and
  4. Direct Debit.

End User

End User means a Registered User.

Fee

Any fee that is or may become due and payable under this Agreement as the case requires.

Force Majeure Event

Any natural disaster, fire, flood, war, riot, terrorism, vandalism, government sanction, industrial action or other significant event outside the reasonable control of a Party

GST

Goods and Services Tax.

Insolvency Event

In relation to a Party means any of the following:

  1. an application is made to a court for an order that the Party be wound up and the order is not disposed of within 30 business days or an order is made that the Party be wound up;
  2. an application is made to a court for an order appointing a liquidator or provisional liquidator or a liquidator or provisional liquidator is appointed in respect of either Party and that order or appointment is not disposed of within 30 business days;
  3. the Party enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any classes of its creditors, or it proposes a reorganisation, moratorium or other administration;
  4. the Party resolves to wind itself up, or otherwise dissolve itself, or gives notice of the intention to do so, or is otherwise wound up or dissolved;
  5. any step is taken to appoint an administrator, a receiver, and/or manager or other like person over the whole or any part of the Party’s assets or business;
  6. judgement is entered against the Party for more than $20,000.00, which remains unsatisfied or unappealed for more than 21 days; or
  7. if the Party is placed under official management, commits an act of bankruptcy or is charged with a criminal offence.

Integration

Has the meaning provided in clause 7.

Intellectual Property Rights

All industrial and intellectual property rights including, without limitation, trade marks, patents, copyrights, circuit layout rights, right to extract information from databases, design rights, trade secrets, 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) other than moral rights.

Knowledgebase

Information about the matteroTM Platform, which can be accessed from https://kb.mattero.com.au.

Losses, Loss

All liabilities, losses, damages, costs and expenses suffered or incurred by any person in connection with this Agreement, whether arising in contract or tort (including negligence) or under any statute or under any other cause of action, and Loss has a corresponding meaning.

matteroTM Platform

The Software as a Service (SaaS) platform and any associated pages, applications, and resources, operated by matteroTM, which is the subject of this Agreement, and accessible through https://mattero.com.au.

matteroTM Platform EULA

The end user licence agreement that governs access to any User Account, other than Primary User accounts, which can be accessed on this web page.

matteroTM Platform Terms and Conditions

The terms and conditions of this Agreement, as set out in this document.

matteroTM, we, us

mattero Pty Ltd ABN 38 637 226 585 of PO Box 793, New Farm Queensland 4005.

Network

A computer network, being a set of Systems, computers and electronic devices connected together for the purpose of sharing resources

Organisation

A legal entity including an individual who conducts a business (sole trader), a or partnership that conducts a business (partnership), a body corporate, an incorporated association, or any other statutory body corporate, as the case requires, which is bound to these matteroTM Platform Terms and Conditions.

PAN

In relation to a credit card or other payment card, is the primary access number, which identifies the issuer and the particular cardholder account.

Parties

Each Party to this Agreement, or any combination of two or more of them as the case requires. Party has the corresponding meaning.

Payment Processor

Any merchant service that you may access through the matteroTM Platform to facilitate payments.

Pricing Page

The information contained at the following link: https://mattero.com.au/pricing

Primary User

In relation to a Tenant, means the User Account responsible for the Tenant, and each of the associated User Accounts.

Privacy Policy

Our Privacy Policy which is available from the following link: https://mattero.com.au/privacy-policy.

Registered User

An individual granted access to your Tenant on the matteroTM Platform, including any Primary User as the case may be.

Service or Services

Any service that is, or may be, provided by Us under this Agreement as the case requires.

Subscription Fee

As defined in clause 9.

System

A computer system, for example a server, workstation, laptop, which comprises one or more software components, and hardware components.

Tenant

The Organisation’s data which may be accessed through the matteroTM Platform by associated Registered Users through their User Accounts.

Tier

Refer to clause 6.

User Account

An account on the matteroTM Platform allocated to a Registered User.

you

The Party to this Agreement (an Organisation) that is not Us, and each of its Primary Users, as the case requires. To the extent that there is more than one other Party to this Agreement, then it is a reference to each of them, unless the context requires otherwise. Your and yours has the corresponding meanings.

2. Term

[This clause describes when you are bound by these terms and when changes to these terms take effect]

2.1 This Agreement begins upon your acceptance of the terms and conditions of this Agreement and continues until a Party terminates this Agreement in writing.

2.2 You accept the terms and conditions of this Agreement upon the earliest occurrence of one of the following events (the time of your acceptance):

(a) you logging into the matteroTM Platform;

(b) you requesting any Services from us, through the matteroTM Platform;

(c) you sign up for a User Account and you check the checkbox that indicates that you agree to our terms and conditions (or any of them);

(d) you submit or upload any data on the matteroTM Platform;

(e) you pay any Fee on the matteroTM Platform;

(f) you do any other thing, which represents that you agree to our terms and conditions (or any of them), when prompted by us while you are using the matteroTM Platform.

2.3 To the extent that we vary or add new terms and conditions in accordance with clause 6, then you accept such variation or additional terms and conditions upon the earliest occurrence of any of the events listed in clause 2.2(a) through 2.2(f), after we notify you of such variation or addition.

2.4 For the purposes of clause 2.1 making a request to close, or delete your Tenant will terminate this Agreement upon mattero receiving such request and acting on it. We will notify you upon termination of your Tenant and this Agreement. Upon termination you and each of your Registered Users will no longer be entitled to access the Platform, see clause 16 for further details.

3. Conditions of use – Organisations, and Primary Users

[This clause describes the fundamental conditions that you must comply with, if you want to be permitted to access the matteroTM Platform]

3.1 You warrant that you have taken all necessary steps to evaluate the matteroTM Platform and determine its suitability for your particular purposes. You acknowledge that we provide the Services on an “as-is” basis and is at your own risk.

3.2 Your use of the matteroTM Platform, is conditional on you:

(a) being a registered Organisation, or a Primary User (an individual of at least 18 years of age) of that Organisation; and

(b) not being subject of any legal incapacity, and having full power and authority to act on the Organisation’s behalf;

(c) being capable of entering into binding contracts;

(d) not contravening any laws by entering into an agreement with us;

(e) providing us with all reasonable assistance to deliver our Services to you; and

(f) complying with all of your obligations under these terms and conditions.

3.3 The Organisation and each Primary User are jointly and severally liable for the Organisation’s obligations under this Agreement.

3.4 You (an Organisation) may appoint Primary Users to access functionality relating to your User Account, and to the extent that you allow a Primary User to use, order, or modify the Services that we provide, the Organisation and each Primary User are jointly and severally liable for any such use, order, or modification. It is your responsibility to set out and enforce any rules or policies relating to any Primary User’s, or any other Registered User’s, use of our Services.

3.5 We may vary these terms and conditions or impose new terms and conditions on your use of the Services or the matteroTM Platform at any time, by a notice published on your User Account or on the matteroTM Platform, or otherwise in accordance with your User Account preferences.

3.6 We may vary the Fees at any time in accordance with clause 9.

3.7 We may add features or update or vary the Services and Tiers from time to time. You may be required to agree to additional terms or other requirements in order to use such additional features or Services.

3.8 If we reasonably determine that any of your Content, any of your Registered Users, or any device or computing hardware is, or could, cause damage to the Services or the matteroTM Platform, then we may take any action that we deem necessary to stop or mitigate such damage.

3.9 Nothing in this clause 3 is to be read as limiting our rights in administering the matteroTM Platform, or methods that we may use to control the features available to you, or our provision of Services to you, through the matteroTM Platform.

4. Your obligations and acknowledgements

[The following clauses describe the things that you must do when accessing the matteroTM Platform]

4.1 In addition to clause 3, for the duration of this Agreement you must continuously perform each of the positive obligation, and comply with each of the negative obligations, described in this section, and your use of the matteroTM Platform and your Tenant is subject to you making each of the following acknowledgements.

Acknowledgements

4.2 You acknowledge that we make no warranties about the matteroTM Platform or the Services to the extent permitted by law, and without limiting the foregoing, we do not warrant that the matteroTM Platform or the Services will be suitable for your purposes, or that it will be continuous or error free.

4.3 Use of the Services does not constitute you receiving accounting, legal, financial, tax, payroll, or any other professional advice from mattero.

4.4 You are solely responsible for any task, action, or process that you perform using the Services, and you acknowledge that unless specfically described otherwise in this Agreement, the Services are not designed to meet any particular standards, or to cause or permit you to comply with any such standard, or any accounting, tax, or other laws.

4.5 You are responsible for the Content, integrity and conduct of your User Account and Tenant on the matteroTM Platform, and you acknowledge that:

(a) we are not responsible for support, back-ups, disaster recovery, or fulfilment of your services to your customers in any way, unless we expressly agree otherwise in this Agreement;

(b) we are neither a party to any agreement between you and your customers, nor are we responsible for the terms and conditions that govern your relationship with your customers;

(c) you must ensure that all details relating to your Organisation are correctly entered into the matteroTM Platform, including without limitation:

(i) your company, association, or business identification number (such as ACN, ABN, ARBN, etc), if any;

(ii) bank account details;

(iii) your client and customer details;

(iv) matter related details;

(v) any other information required by us; and

(vi) any other information required by law.

Positive obligations

4.6 You must ensure that each Registered User is at least 18 years of age, and you must not facilitate access to the matteroTM Platform for a person who is less than 18 years of age, without our prior written consent.

4.7 You must act in accordance with the policies or rules that we publish from time to time, that relate to your use of the Services or the matteroTM Platform (such as content and publishing, capturing of information, products and services and delivery, and transaction rules). All such rules can be accessed in the Knowledgebase, and each Knowledgebase article which includes a designation of “This article is a policy for the purpose of our matteroTM Platform Terms and Conditions” is a policy for the purposes of this Agreement. If there is any inconsistency between these terms and conditions and any policy or rule that we publish, then the terms and conditions of this Agreement will prevail to the exclusion of such policy or rule. A policy or rule published by us is binding on you to the extent it applies to your use of the matteroTM Platform, but does not form an obligation that you may seek to enforce against us. The Knowledgebase is accessible from https://kb.mattero.com.au.

4.8 You must respond in a timely manner if we bring an issue to your attention that relates to your User Accounts, equipment, Content, or network that affects the operation of the matteroTM Platform, or any Services that we provide.

4.9 You must provide reasonable assistance and co-operation during any periods of scheduled or mission critical maintenance.

4.10 You must notify us if you believe that your User Account has been accessed without your authority.

4.11 You must take reasonable measures to keep your User Accounts and the Tenant secure and to prevent any unauthorised person from accessing the matteroTM Platform, your User Account, your Tenant, or any other Services we provide using your User Account credentials. You are responsible for any damage caused or fees incurred by any such person.

Negative obligations

[The following clauses describe the things that you must not do when accessing the matteroTM Platform]

4.12 You must not use information about another User Account holder gained through the matteroTM Platform for any purpose other than in accordance with this Agreement, including any policies or rules published by us from time to time.

4.13 You must not publish any Content that is unlawful, unsuitable for general viewing or consumption, obscene, defamatory, in breach of any advertising standards, or in breach of any person’s privacy or other human rights. You further agree that we may remove any material that we reasonably deem unsuitable, or suspend your account in accordance with this Agreement until you remove such Content. Nothing in this clause is to be read as limiting any of our rights under this Agreement.

4.14 You must not:

(a) reverse engineer, reverse assemble or reverse compile the matteroTM Platform or any part of it;

(b) combine or incorporate the matteroTM Platform in any other program or system without our prior consent in writing;

(c) copy the matteroTM Platform, or any Content contained on it belonging to us, in whole or in part;

(d) use any communication features or Services, such as email, web chat, video conferencing, notes, files, or any other means for any unlawful purpose, or for the purpose of selling or offering goods or services for sale, unsolicited commercial email, uploading files that may cause damage to the matteroTM Platform, or any third Party software or hardware (please note our reserved rights set out in clause 3.8 in this regard.

5. Trial period

[This clause describes the special conditions during any trial period]

5.1 Upon your request, we may provide you with a demonstration of the matteroTM Platform’s capabilities for your Organisation for a limited time for a discounted or deferred Fee (as advertised by us or agreed with you). These matteroTM Platform Terms and Conditions apply to any trial period. However, some functionality may not be available as these may require set-up and validation procedures to be completed by the Parties.

5.2 Upon expiry of any trial period, you must pay our Fees in full in accordance with this Agreement, in order to access your Tenant, any associated User Accounts, and any Content you have uploaded to the matteroTM Platform.

6. Provision of services

[This clause describes the scope of the services available relating to the matteroTM Platform]

Scope of Services

6.1 We provide the following Services through the matteroTM Platform, and specific combinations of these Services are available in the various Tiers advertised by us from time to time:

(a) Client Management;

(b) Matter Management;

(c) Document Automation;

(d) Email Management;

(e) Tasks;

(f) Outlook Add-in;

(g) Dashboard;

(h) Time and Cost Recording;

(i) Invoicing;

(j) Xero Integration;

(k) Trust Accounting;

(l) Workflow and automation;

(m) Custom Reporting;

(n) Custom Dashboards;

(o) Client Portal;

(p) Other features as advertised.

6.2 We provide limited support services to assist Organisations with their use of the matteroTM Platform. However, unless we advertise otherwise on the matteroTM Platform:

(a) We will not provide any interactive support by way of support tickets, chat, or otherwise under this Agreement;

(b) We will provide support resources through a knowledgebase that your Registered Users may access through their User Accounts;

(c) Subject to the relevant User Account being paid up and not in default of this Agreement or the matteroTM Platform EULA, we will provide email support to any Registered User – Registered Users may access email support by sending an email to helpdesk@mattero.com.au.

6.3 For the duration of, and subject to the terms and conditions of this Agreement:

(a) we will provide the matteroTM Platform in accordance with this Agreement as varied by us and agreed by you from time to time;

(b) we will ensure that the matteroTM Platform integrates with the Payment Processor to facilitate payments;

(c) we will provide you with a Tenant and User Accounts, which you will be able to access and administer;

(d) we will host your Tenant and User Accounts and any related pages, and Content with a third party host;

(e) we will use reasonable endeavours to rectify any faults in the matteroTM Platform for which we are responsible;

(f) we will take reasonable steps to investigate and restore Services affected by causes beyond our control;

(g) we will back-up data contained in your Tenant hourly, daily, and monthly as part of the back-up of our entire matteroTM Platform, which includes file storage and database;

(h) we will cause all data held in any database, and all file storage on the matteroTM Platform to be encrypted at rest using industry standard protocols, if you require further details please refer to our Knowledgebase or request them from us;

(i) we will cause all communication to and from the matteroTM Platform to be encrypted in transit using industry standard protocols including SSL/TLS;

(j) we will require that access to each User Account is authenticated, and your Registered Users may authenticate by the means that we advertise from time to time, and we reserve the right to change how Registered Users authenticate on the matteroTM Platform from time to time (details about how to authenticate can be obtained from the Knowledgebase, or by requesting them from us);

(k) we will update the matteroTM Platform from time to time, and we will give you reasonable notice of any changes where possible, however, due to the technical nature of the matteroTM Platform, updates are rolled-out on a platform basis and to all User Accounts and you cannot opt-out of any update.

Tiers

[Our Services are bundled in Tiers, the following describes how you may access our Services through one or more User Accounts]

6.4 You may subscribe for the Services in specified groups of functionality and features, which we refer to as “Tiers“. Each Tier has a feature list, which will be accessible to any User Account that is subscribed to that Tier. For clarity, features or functionality included in any other Tier is excluded, unless we specify otherwise.

6.5 You may upgrade or downgrade a User Account’s subscription up to once per Billing Period, and the applicable Fee will be payable for the next Billing Period, and each subsequent Billing Period. We may charge a Fee if you make such a change more than twice per year.

6.6 A downgrade in a User Account’s Tier will limit the features that the relevant Registered User can access, and it is your responsibility to ensure that a downgrade of a particular User Account’s subscription, is suitable for your purposes.

6.7 An upgrade to a User Account’s Tier may require that third party Integrations be paid for prior to their functionality being available through the relevant User Account, and any new feature will likely require set-up and configuration of that feature – it is your responsibility to set-up, configure, and pay for any such feature or third party Integration, as the case requires.

Additional Services

[The following provisions relate to our services that are available, but which are only delivered if you opt in or order them from us at your additional cost]

6.8 If you subscribe to particular Tiers, you may elect to add features to your Tier, which would otherwise not be available to you (Additional Services).

6.9 Unless otherwise agreed by us, each Additional Service must be ordered for each User Account which is to receive the benefit of the Additional Service. For the avoidance of doubt the right to use the Additional Service solely attaches to the User Account(s) for which the Additional Service has been ordered and paid.

6.10 If you cancel an Additional Service, then access to it will be cancelled for all User Accounts. Conversely, you may unsubscribe a User Account from the Additional Service, and this will not automatically cancel the Additional Service for other User Accounts.

7. Service limitations and disclaimers

[This clause describes the key limitations of our services, which you acknowledge]

No custom development

7.1 We do not provide custom development in relation to the matteroTM Platform under this Agreement.

Hosting

7.2 Hosting is provided through a third party service provider and we do not warrant that the hosting services will be continuous or error free. If you have any difficulties accessing your User Account, please check the following hosting status page: https://status.azure.com/en-gb/status.

Domains and email

7.3 You are responsible for your domain name registration, domain delegation, and email accounts used by the Organisation and each Registered User. To the extent that you integrate any third party services into the Tenant you are responsible for managing and paying for any such third party service.

Integrations

7.4 The matteroTM Platform facilitates integration of various third party services, we refer to these as “Integrations“.

7.5 In regard to each Integration we are responsible for allowing you to access certain functionality, and for facilitating interaction between other features of the matteroTM Platform with that Integration. We make no warranties about the suitability of any Integration for your specific purposes.

7.6 We provide Integrations that meet specific technical and functional requirements, but this must not be interpreted as an endorsement of the third party services, or the provider of those services. You must determine the suitability of the third party services and the provider for your own purposes.

7.7 Refer to clause 9 in relation to costs relating to Integrations.

What we mean by delete in relation to your data and Content

7.8 We delete the primary source of data only, we will not immediately destroy duplicated data or data held on backup media. All data held by us, other than the primary source, will be deleted in accordance with our data retention schedules.

Data sovereignty

7.9 Your Content which is uploaded to the matteroTM Platform will be stored on Microsoft Azure infrastructure within Australia – please refer to provisions relating to Data Storage in our Privacy Policy.

7.10 In addition to the other limitations described above in this clause 7, we may disclose certain information to sub-contractors, including your personal information. Such sub-contractors may not reside in Australia, and may use, process, and store data outside Australia. By accepting these matteroTM Platform Terms and Conditions, you acknowledge and accept that your data may be subject to cross border disclosures in accordance with our Privacy Policy.

8. Right to subcontract

[This clause allows us to use third parties to deliver some or all of our services to you]

8.1 We may appoint employees, sub-contractors, or agents to provide some or all of the Services; and such entities are bound by the same obligations as us. It is our responsibility to ensure such entities comply with this Agreement.

8.2 Clause 8.1 above does not apply to Integrations, the services provided by a vendor of any Integration, are separate and excluded from this Agreement.

9. Fees and payments

[This clause sets out when you need to pay us, when we may deduct amounts from funds that we process on your behalf to pay our fees, and other payment related matters]

9.1 For the purpose of this Agreement, the Subscription Fee is the aggregate amount you must pay to us on a periodic basis for each of your Registered Users to access our Services through their User Account. For clarity the periodic Fee calculated for each Registered User is the “per person” price for the relevant Tier, as advertised from time to time on the Pricing Page.

9.2 You must pay our Subscription Fee monthly in advance.

9.3 If you choose to subscribe to any Additional Services then you must pay the relevant Fee for that Additional Service monthly in advance (unless noted otherwise), in addition to the Subscription Fee. Further, we reserve the right to charge for Additional Services in full in advance, or upon any other terms determined by us at our sole discretion.

9.4 If you choose to use any Integration, third party fees will apply to that service, and you are responsible for paying all such third party fees. We have no control over any third party Integrations, and if the vendor limits your access to the Integration, then you will not be able to access their services through your Tenant. We reserve the right to charge a Fee in relation to any Integration available through the Tenant.

9.5 The Payment Processor enables the matteroTM Platform to process credit card and other payments and this is incorporated by default. You may elect to not utilise this service, but if you do so, you must make other arrangements with us for payment of the Fees.

9.6 If you pay our Fees through the matteroTM Platform, All Electronic Transactions conducted on the matteroTM Platform incur additional fees as published on the Pricing Page from time to time.

9.7 We may vary our fees from time to time by publishing updated fees on the Pricing Page, and the variation to our fees will take effect for the next Billing Period after we notify you of the change. We will not increase the Fee payable for any particular Service or Tier by more than 15% in any financial year.

9.8 The Fees advertised by us, and otherwise described in this Agreement are in Australian dollars exclusive of GST, and any other imposts, duties, and taxes. You must pay the GST in addition to, at the same time, and in the same way as you pay our Fees.

Payment processing

9.9 The Payment Processor is provided by a third party and we do not guarantee that this service will be continuous or error free.

9.10 We do not store Cardholder Data relating to Electronic Transactions, All Cardholder Data is processed securely by the Payment Processor. However, we may obtain information from you to verify, authenticate, or associate specific Electronic Transactions with you or your User Account, and such data is subject to our Privacy Policy.

10. Reversed and failed transactions

[This clause sets out what we may do when payments are reversed, or fail for whatever reason]

Credit card processing

10.1 If the Payment Processor reverses a transaction conducted on the matteroTM Platform, or any payment is subject to a chargeback, then:

(a) we may initiate an investigation and require you to engage in a dispute resolution process, or provide us with information for our benefit in such process; and

(b) upon conclusion of any investigation or dispute resolution processes, any amount that has been the subject of a valid chargeback as investigated by us under 10.1(a) above will then be the subject of an adjustment in accordance with the relevant findings or resolution; and

(c) you remain liable to pay all of our fees relating to that transaction, and you must reimburse us for any fees and charges that we incur relating to any such transaction; and

(d) unless we agree otherwise, you must immediately reimburse us for the amount of the reversed transaction or chargeback, upon us notifying you of it in writing – if such reimbursement is not received by us within 7 days from the date of our notice, then in addition to any other provision of this Agreement you will be in default under this Agreement.

11. Notices

11.1 To the extent that an issue arises in regard to a payment processed, or to be processed, on the matteroTM Platform, or for any other purpose, then we may send a notice to you and:

(a) In regard to payments, to the relevant payer or payee other than you in that transaction; or

(b) In regard to other issues, to the relevant Registered User.

11.2 You expressly authorise us to correspond with any other person necessary (as determined by us) to resolve the issue as quickly as possible.

11.3 You authorise us to send notices by email to the email address you supplied upon registration, or any other email address that you have registered as your Primary User. If we deem it necessary we may also send notices by other means, however, the notice will be deemed received by you upon us sending an email and absence of any notice from your email server which states that there has been a delay or failure to deliver the email, however described.

12. Intellectual Property Rights

[This clause describes that we own or are licensed to use the matteroTM Platform and improvements made to it during the term of the Agreement, and we grant you limited rights to use it. You retain ownership of your content, but you give us the right to use it to provide our services.]

Customer Materials and Third Party Intellectual Property Rights

12.1 You (or where applicable, the third party owner) retain ownership of all Content that you and your Registered Users upload to your Tenant and such rights are not assigned or transferred to us under this Agreement.

12.2 You grant us a perpetual, irrevocable, royalty-free licence to use, copy, modify or adapt the Content as reasonably necessary to perform our rights and obligations under this Agreement, including the right to grant sub-licences as contemplated by this Agreement (including to our sub-contractors).

12.3 You warrant that you have full legal right and authority to grant the licence granted in clause 12.2, and that our use or modification of the Content in accordance with this Agreement will not infringe upon any third party Intellectual Property Rights.

matteroTM Platform

12.4 We (or where applicable, the third party owner) retain ownership of all Intellectual Property Rights in and relating to the matteroTM Platform. No Intellectual Property Rights in or relating to the matteroTM Platform are transferred under this Agreement.

12.5 Subject to your continued compliance with the terms and conditions of this Agreement, for the duration of this Agreement we grant you a non-exclusive, revocable, licence to use, enjoy, and exploit the matteroTM Platform to your benefit.

Publicity Rights

12.6 We reserve the right to display or link to your Tenant, including use of your brand name or trade marks, if any, to promote the matteroTM Platform and our related Services.

Intellectual Property Rights created under this Agreement

12.7 Unless otherwise agreed in writing:

(a) all Intellectual Property Rights and materials developed under this Agreement for the purpose of improving or advancing the matteroTM Platform, vest in and are owned by us upon creation; and

(b) from your acceptance of the Services, for the duration of this Agreement, we grant you a non-exclusive world-wide licence to use such Intellectual Property Rights in accordance with the terms and conditions of this Agreement.

12.8 Unless otherwise agreed in writing all Intellectual Property Rights in any Content created by you or any of your Registered Users vest in and are owned by you.

13. Privacy

[This clause describes how we may use your information, and provides a link to our privacy policy]

13.1 We may use your contact details to communicate with you, including to promote new services and product offers to you from us or our affiliates, or to notify you about important changes to the matteroTM Platform, subject to our Privacy Policy which is incorporated by reference.

13.2 Our Privacy Policy can be accessed at this link: https://mattero.com.au/privacy-policy.

13.3 We may change the terms of the Privacy Policy form time to time with 7 days of notice in writing and otherwise in accordance with this Agreement. If you do not agree with the changes that we make to the Privacy Policy you may end this Agreement in accordance with clause 15 of this Agreement. In the event that you terminate this Agreement by written notice sent prior to the expiry of our notice period, the provisions of the Privacy Policy in force at the time of your written notice will continue to apply until this Agreement terminates.

14. Confidentiality

14.1 Neither Party will disclose the Confidential Information of the other obtained in connection with this Agreement, except as otherwise described in this Agreement.

14.2 For clarity, clause 14.1 does not impose on us an obligation of legal professional privilege, or any fiduciary duty, and is to be read as a general obligation of confidence only.

15. Suspension and Termination

[This clause describes when we may refuse to deliver our services to you, and when the Agreement can be brought to an end]

Suspension

15.1 We may conduct scheduled or mission critical maintenance of the matteroTM Platform during which time the Services may be interrupted. We will give you reasonable notice of such maintenance where possible and make all reasonable efforts to keep any disruption to a minimum.

15.2 We may suspend the Services at any time and give you a written notice of default if:

(a) you do not make any payment when due, or any payment is dishonoured or subject to chargeback, transaction reversal, or recall request; or

(b) we have reason to suspect illegal or unethical activity in relation to your data or Content; or

(c) you do not comply with any of the conditions described in section 3;

(d) you do not comply with any of your obligations under this Agreement, which includes a breach of any of your warranties.

Termination for default

15.3 We may terminate this Agreement immediately by written notice if:

(a) you fail to remedy a breach despite receiving 7 days written notice of default from us;

(b) you are guilty of dishonesty, serious misconduct or serious neglect of duty; or

(c) you experience an Insolvency Event.

Termination for convenience

15.4 We may terminate this Agreement at any time by giving you 3 months written notice.

15.5 You may terminate this Agreement at any time by written notice, which includes using any feature on the matteroTM Platform that allows you to close or delete your User Account. This clause 15.5 is subject to clause 15.6.

15.6 If you give us notice to terminate this Agreement for convenience in accordance with this Agreement, then unless we otherwise agree in writing:

(a) If you have subscribed for any minimum period (such as annually), then termination will occur upon the expiry of that minimum period, and you must continue to meet your obligations under this Agreement until that time, including paying our Fees; or

(b) If you have subscribed on a “no-contract” or periodic basis, then termination will occur at the expiry of the following Billing Period.

16. Consequences of termination

[This clause describes what happens to specific aspects of the Agreement (including various Party rights) after it ends]

16.1 Upon termination of this Agreement for any reason, in addition to any other rights or remedies:

(a) we may immediately disable your access to your Tenant on the matteroTM Platform and take your User Account(s) offline;

(b) we may issue an invoice for any Fees incurred by you, but not yet invoiced by us and paid by you;

(c) all Fees to date, including Fees invoiced under this clause 16.1 are immediately due and payable;

(d) your licence to use the matteroTM Platform immediately ends;

(e) if you have no amounts outstanding to us, we will give you the opportunity to receive a copy of all your data and Content in our possession, and we may charge a Fee for delivering such data and Content to you (our Fee for delivering your content is available on request and the quoted Fee is valid for 1 month from the time we notify you of the Fee);

(f) we may, but need not, keep all data and Content uploaded by you to the matteroTM Platform for our records;

(g) we may destroy any data and Content uploaded by you to the matteroTM Platform at any time after 90 days from the earliest of the following:

(i) the date of your default, for which we send you a notice of default, and you do not remedy the default, or the default is incapable of being remedied, and this Agreement is then terminated; or

(ii) the date that a Party terminates this Agreement, other than for default; or

(iii) the date that this Agreement expires, or otherwise ends for a reason other than a Party’s default,

and otherwise in accordance with our rights, as set out in any of our data retention policy(ies); and

(h) a Party not in default may pursue any other rights or remedies available at law against a defaulting Party subject to clauses 17 and 18.

17. Indemnity & limitation of liability

[This clause describes who will, or will not, be responsible to pay for loss or damage suffered by a party]

Indemnity

17.1 Each Party will indemnify, defend and hold harmless the other Party and its directors, officers, agents, employees and sub-contractors against any and all Losses, costs, expenses and Damages that it suffers, including but not limited to reasonable legal fees, resulting from its own negligence or malpractice, or reckless or intentional misconduct, or failure to perform its obligations and responsibilities under this Agreement.

17.2 You agree to release and hold harmless matteroTM against any action, proceeding, claim, demand or prosecution relating to:

(a) any downtime, interruption, lost revenue, or Consequential Loss of any kind whether directly or indirectly arising in connection with the Services; and

(b) any hardware or software failure, loss of data, loss of Content, loss of profits or savings, or any other loss or damage of any kind whether directly or indirectly arising in connection with you and your Registered User’s use of, or reliance on, the Services.

17.3 You release and indemnify, and agree to keep matteroTM indemnified against any action proceeding, claim, demand, or prosecution relating to:

(a) any breach of your warranties under this Agreement; and

(b) any breach of your positive obligations; and

(c) any breach of your negative obligations; and

(d) any loss or damage to persons or property (including data), caused by your Content.

Limitation of liability

17.4 Subject to clauses 17.7, 17.8 and 17.9, any liability of matteroTM for any loss or damage, however caused (including, without limitation, by the negligence of matteroTM) suffered by you in connection with this Agreement is limited to the last three months’ worth of Subscription Fees paid by you and received by us.

17.5 The limitation set out in clause 17.4 is an aggregate limit for all claims, whenever made.

17.6 For clarity, and without limiting clause 17.4, the Parties agree that clause 17.4 is to apply in connection with a breach of this Agreement, anticipated breach of this Agreement or other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.

17.7 Subject to clauses 17.8 and 17.9,matteroTM is not liable for any Consequential Loss however caused (including, without limitation, by the negligence of matteroTM) suffered or incurred by you in connection with this Agreement.

17.8 Except as contemplated by clause 17.9, nothing in this Agreement is intended to limit the rights you have under the Competition and Consumer Act 2010 (Cth), if any.

17.9 If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by matteroTM in connection with this Agreement and mattero’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 17.4, 17.6 and 17.7 do not apply to that liability and instead mattero’s liability for such failure is limited to (at mattero’s election):

(a) in the case of a supply of goods, matteroTM replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or

(b) in the case of a supply of services, matteroTM supplying the services again or paying the cost of having the services supplied again.

18. Dispute Resolution

[This clause describes what happens in the case of a dispute between the parties]

Commitment to resolve disputes

18.1 matteroTM is committed to resolving any disputes as quickly and expeditiously as possible. When notified of a dispute by you, matteroTM will cause an authorised representative to try and resolve that dispute with you.

18.2 To the extent that you are an Organisation, if you notify us of a dispute, or you are notified of a dispute by us, then your executive committee, or board of directors, or equivalent management body are responsible for addressing the subject matter of the dispute, and engaging in the dispute resolution process, or nominating a Nominee with full power and authority to resolve the dispute with us.

Mediation

18.3 If a dispute arises between you and matteroTM in relation to this Agreement, either Party may give the other Party a written notice that they intend to arrange mediation.

18.4 The Parties must refer the dispute to an independent mediator within 21 days of the written notice.

18.5 If the Parties cannot agree on a suitable mediator, either Party may contact the Law Society (or equivalent) in their state and request that they provide a mediator.

18.6 The costs of the mediation must be paid by you and us in equal shares.

Legal Proceedings

18.7 No Party may commence court proceedings unless the dispute remains unresolved after 28 days from the date of the written notice provided under Clause 18.

19. General

Costs

19.1 You are responsible for all duties, charges and legal fees (on a solicitor and own client basis) incurred in enforcing this Agreement.

Enduring Clauses

19.2 The Parties’ obligations under Clauses 4, 7, 9, 10, 11, 12, 13, 16, 17, 18, and this clause 19.2 shall survive the termination of this Agreement for whatever reason.

Entire agreement

19.3 This Agreement contains the entire agreement between the Parties and supersedes all previous negotiations or agreements in relation to the Services.

Force majeure

19.4 Neither Party is liable for any delay or failure to perform its obligations under this Agreement to the extent that such failure is caused by a Force Majeure Event. However, nothing in this clause excuses payment of money due.

Jurisdiction

19.5 The laws of the State of Queensland, Australia apply to this Agreement and the Parties submit exclusively to the courts of that jurisdiction.

Relationship between the Parties

19.6 Nothing in this Agreement constitutes a partnership, agency, or contract of employment. It is the express intention of the Parties to deny any such relationship.

Representatives, Successors and Assigns

19.7 You must not assign or novate this Agreement in whole or in part.

19.8 We may assign or novate this Agreement in whole or part at our sole discretion.

Severability

19.9 If any provision of this Agreement is ruled by a court to be illegal, invalid, unenforceable or in conflict with any law, it may be severed, and will not affect the validity and enforceability of the remaining provisions.

Varying the agreement

19.10 Without limiting our rights to vary this Agreement under other provisions of this Agreement, these matteroTM Platform Terms and Conditions may not be varied in any way, unless we agree in writing.

Waiver

19.11 Any delay or failure to enforce any rights in relation to a breach by the other Party will not be construed as a waiver of those rights.

Accepting this agreement

19.12 If you (the Primary User) accept this Agreement for and on behalf of an Organisation, we may require that you have officers of the Organisation sign a paper copy of this Agreement in accordance with the Corporations Act, or other applicable laws.

19.13 If you (the Primary User or any other individual) do any of the things contemplated by clause 2.2 to accept these matteroTM Platform Terms and Conditions for and on behalf of another entity, then you warrant that you have full power and authority to bind that other entity, and you acknowledge that to the extent that you do not have such power and authority, then you indemnify us, and will keep us indemnified, for any Losses relating to your breach of that warranty.

19.14 To the extent that the law permits the officers of Organisation to sign a paper document in separate counterparts, then it is the intention of the Parties to accept that as a valid form of execution by the Organisation. If there is any question as to what the law permits in this regard any time, then matteroTM has sole discretion to determine the requirement for execution by an Organisation.

 

 

 

 

 

matteroTM Platform End User Licence Agreement Terms

Dated: 12 May 2020

These matteroTM Platform End User Licence Agreement Terms apply to use of, and access to, a Tenant and all associated pages, applications, and resources on the matteroTM Platform by you (an individual) through your User Account (an End User).  In order to access a Tenant, you must be issued with a User Account by your Organisation.

These matteroTM Platform End User Licence Agreement Terms can be accessed at https://mattero.com.au/terms-and-conditions.

If you do not agree to these terms and conditions you must not use or access any page, application, or resource accessible through the matteroTM Platform.

By using or accessing any page, application, or resource through the matteroTM Platform, you accept the following matteroTM Platform End User Licence Agreement Terms and enter into an agreement with Mattero Pty Ltd ABN 38 637 226 585 (“Agreement”).

Please note that we have no obligations to you under this Agreement, we have obligations to your Organisation, and it is an essential pre-condition to this Agreement and your access to the matteroTM Platform that you are, and remain authorised to access your Organisation’s Tenant.

This document must be read in conjunction with our Privacy Policy, which is available from https://mattero.com.au/privacy-policy.

Please note that these terms and conditions contain narrations that provide a brief description of what the section relates to.  All such narrations can be identified as they are contained in square brackets [and are in green italic font like this example]; and they do not form part of these terms and conditions, and are provided as a navigation guide only.

1. Definitions

[This clause provides important definitions for terms used in this Agreement]

In this Agreement, the capitalised terms have the meanings defined in the matteroTM Platform Terms and conditions, which are incorporated by reference, unless otherwise defined below in this clause 1. In which case the defined term below has the corresponding meaning, unless the context requires otherwise.

Agreement” has the meaning provided in the introductory paragraphs above.

Parties” means each Party to this Agreement.

Party” means a party to this Agreement.

you” or “your” means the individual with a User Account using or accessing the matteroTM Platform, under this Agreement.

2. Term

[This clause describes the duration of this Agreement and when you are bound]

2.1 This Agreement begins upon your acceptance of the matteroTM Platform End User Licence Agreement Terms and continues until it terminates in accordance with this Agreement.

2.2 You accept these matteroTM Platform End User Licence Agreement Terms upon the earliest occurrence of one of the following events:

(a) you requesting any Services from us, including a request for a User Account;

(b) you logging into the matteroTM Platform using your User Account;

(c) you sign up for a User Account;

(d) you check a checkbox that indicates that you agree to our terms and conditions (or any of them) or an equivalent reference;

(e) you do any other thing, which represents that you agree to our terms and conditions (or any of them), when prompted by us when you are using the matteroTM Platform.

2.3 To the extent that we vary or add new terms and conditions in accordance with clause 5, then you accept such variation or additional terms and conditions upon the earliest occurrence of any of the events listed in clause 2.2(a) through 2.2(e), after we notify you of such variation or addition.

3. Conditions of use

[This clause imposes obligations on you, and reserves rights for us regarding use of the matteroTM Platform]

3.1 Your use of the matteroTM Platform, is conditional on you:

(a) being an individual of at least 18 years of age and not being the subject of any legal incapacity;

(b) being capable of entering into binding contracts;

(c) not contravening any laws by entering into an agreement with us;

(d) you accepting these matteroTM Platform End User Licence Agreement Terms;

(e) providing us with all reasonable assistance to deliver our Services to your Organisation;

(f) complying with any directions from, or requirements of, your Organisation, which relate to the matteroTM Platform;

(g) complying with obligations that you have as an agent of your Organisation under our matteroTM Platform Terms and Conditions as a Registered User associated with your Organisation, if any (the matteroTM Platform Terms and Conditions are set out above on this webpage); and

(h) complying with all of your obligations under these matteroTM Platform End User Licence Agreement Terms.

3.2 We may vary these terms and conditions or impose new terms and conditions on your use of the Services or the matteroTM Platform at any time, by a notice published on your User Account specifically or on thematteroTM Platform generally, or otherwise in accordance with your User Account preferences.

3.3 We may add features or update the Services from time to time.  We may require that you agree to additional terms or other requirements in order to use such additional features or Services.

3.4 Nothing in this clause 3 is to be read as limiting our rights in administering the matteroTM Platform, or methods that we may use to control the features available to you, or our provision of Services to your Organisation, through the matteroTM Platform.

3.5 Your access to the Services is subject to your Organisation’s ongoing compliance with its obligations under the matteroTM Platform Terms and Conditions.

3.6 Your access to the Services is subject to our rights set out in matteroTM Platform Terms and Conditions.

4. Your obligations

                   Positive obligations

[This clause imposes requirements on you that you must perform]

4.1 You must act in accordance with the policies or rules that we publish from time to time, that relate to your use of the Services or the matteroTM Platform (such as content and publishing, capturing of information, products and services and delivery, and transaction rules).  All such rules can be accessed in the Knowledgebase, and each Knowledgebase article which includes a designation of “This article is a policy for the purpose of our Agreement” is a policy for the purposes of this Agreement.  If there is any inconsistency between these terms and conditions and any policy or rule that we publish, then the terms and conditions of this Agreement will prevail to the exclusion of such policy or rule.  A policy or rule published by us is binding on you to the extent it applies to your use of the matteroTM Platform, but does not form an obligation that you may seek to enforce against us. The Knowledgebase is accessible from https://kb.mattero.com.au

4.2 You must notify us if you believe that your User Account has been accessed without your authority.

4.3 You must take reasonable measures to prevent any unauthorised person from accessing the matteroTM Platform, the Tenant, your User Account, or any other Services to which you have access using your User Account credentials.  You are responsible for any damage caused or fees incurred by any such person.

4.4 You must allow us to make changes to your User Account or Content that we deem necessary.

4.5 You are responsible for the Content, integrity and conduct of your User Account on the matteroTM Platform.

                   Negative obligations

[This clause imposes requirements for things that you must not do]

4.6 You must not use information about another User Account holder, or any other person, gained through the matteroTM Platform for any purpose other than in accordance with this Agreement, including any policies published by us from time to time.

4.7 You must not publish any Content that is unlawful, unsuitable for general viewing or consumption by persons within your Organisation, obscene, defamatory, in breach of any professional standards, or in breach of any person’s privacy or other human rights.

4.8 You must not:

(a) reverse engineer, reverse assemble or reverse compile the matteroTM Platform or any part of it;

(b) combine or incorporate the matteroTM Platform in any other program or system without our prior consent in writing;

(c) copy the matteroTM Platform, or any part of it;

(d) copy or use any Content contained on your Tenant belonging to a person other than you, in whole or in part, unless authorised to do so by your Organisation.

5. Provision of services

[This clause describes the services that we will supply under this Agreement]

5.1 For the duration of, and subject to the terms and conditions of this Agreement:

(a) we will provide you access to the matteroTM Platform through your User Account, in accordance with this Agreement as varied by us and agreed by you and your Organisation from time to time; and

(b) we will provide you with a User Account at your Organisation’s request, which you will be able to access, and your Organisation and its Primary Users will be able to administer.

6. Intellectual Property Rights

[This clause describes your rights and obligations relating to Content]

                   Content and Third Party Intellectual Property Rights

6.1 You (or where applicable, the third party owner) retain ownership of all Content you upload to your User Account and such rights are not assigned or transferred under this Agreement.

6.2 You warrant that:

(a) Any Intellectual Property Rights created by you in Content that you upload to the matteroTM Platform, vests in and belongs to your Organisation; and

(b) In relation to any Content that you upload, which is owned by a third party, you have all necessary rights and authority to do so for the purposes of this Agreement, including without limitation, for such Content to be licenced to us by your Organisation under the matteroTM Platform Terms and Conditions and accordingly the licence granted to us by your Organisation governs our use of that Content; and

(c) that your upload of Content will not cause us to infringe any third party Intellectual Property Rights.

                   Licence to matteroTM Platform

6.3 For the duration of this Agreement, we grant to you a non-exclusive, revocable, royalty-free licence to access Services related to your Tenant on the matteroTM Platform using your User Account, subject to these matteroTM Platform End User Licence Agreement Terms.

7. Privacy

[This clause describes how we deal with your information]

7.1 We may use your contact details to promote new services and product offers to you from us or our affiliates, or to notify you about important changes to the matteroTM Platform, subject to our Privacy Policy which is incorporated by reference.

7.2 Our Privacy Policy can be accessed at this page: https://mattero.com.au/privacy-policy

7.3 We may change the terms of the Privacy Policy form time to time in accordance with this Agreement.  If you do not agree with the changes that we make to the Privacy Policy you may end this Agreement in accordance with clause 8 of this Agreement at any time prior to the new Privacy Policy taking effect. If you terminate this agreement in accordance with this clause 7.3 the provisions of the Privacy Policy in force at the time of your written notice will continue to apply until this Agreement terminates.

8. Suspension and Termination

[This clause sets out who may suspend or terminate this Agreement, and when, and how we may prevent you from accessing the matteroTM Platform]

                   Suspension

8.1 We may conduct scheduled or mission critical maintenance of the matteroTM Platform during which time the Services may be interrupted.  We will give you reasonable notice of such maintenance where possible and make all reasonable efforts to keep any disruption to a minimum.

8.2 We may suspend the Services and disable access to your User Account at any time and give you a written notice of default if:

(a) we have reason to suspect illegal or unethical activity in relation to your data or Content; or

(b) in our reasonable opinion your Content, conduct, data, network, software or equipment may cause damage to any person or property; or

(c) you do not comply with any of your obligations under this Agreement.

                   Automatic suspension and termination

8.3 If your subscription is cancelled by your Organisation, then this Agreement will be automatically and immediately terminated.

8.4 If your Organisation’s Tenant subscription is suspended, then we may immediately suspend this Agreement and your access to the Services, and your access will remain suspended until the Tenant subscription is no longer suspended, or this Agreement is terminated.

8.5 If your Organisation’s Tenant subscription is terminated, then this Agreement will automatically be immediately terminated without notice.

                   Termination for default

8.6 We may terminate this Agreement immediately by written notice if you fail to remedy a breach of your obligations despite receiving 7 days of written notice of default from us.

                   Termination for convenience

8.7 You have no right to terminate this Agreement.  Your Organisation (or the Primary User) may terminate this Agreement at any time by written notice, which includes using any feature on the matteroTM Platform that allows you to close or delete your User Account.

8.8 We may terminate this Agreement in accordance with the matteroTM Platform Terms and Conditions.

9. Consequences of termination

[This clause what happens when this agreement ends]

9.1 Upon termination of this Agreement for any reason, in addition to any other rights or remedies:

(a) we may immediately disable your access to the matteroTM Platform and take your User Account offline;

(b) your licence to use the matteroTM Platform immediately ends;

(c) we may take any actions available to us under the matteroTM Platform Terms and Conditions.

10. Indemnity & limitation of liability

[This clause describes who is liable for certain eventualities under this Agreement]

                   Indemnity

10.1 You agree to release and hold matteroTM harmless against any action, proceeding, claim, demand or prosecution relating to any downtime, interruption, loss of data, or consequential loss of any kind whether directly or indirectly arising in connection with your access to the Services.

10.2 You release and indemnify, and agree to keep matteroTM indemnified against any action proceeding, claim, demand, or prosecution relating to:

(a) any breach of your warranties under this Agreement; and

(b) any breach of your obligations under this Agreement; and

(c) any loss or damage to persons or property (including data), caused by your Content.

                   Limitation of liability

10.3 We make no warranties to you about the suitability of the matteroTM Platform for your purposes, and it is provided on an “as-is” basis.

10.4 We have no liability to you under this Agreement, whatsoever.  Your sole remedy in relation to the matteroTM Platform is to discontinue accessing it and our Services.

11. General

                   Costs

11.1 You are responsible for all duties, charges and legal fees (on a solicitor and own client basis) incurred in enforcing this Agreement.

                   Enduring Clauses

11.2 The Parties’ obligations under Clauses 6, 7, 9, 10, and this clause 11.2 shall survive the termination of this Agreement for whatever reason.

                   Entire agreement

11.3 This Agreement contains the entire agreement between the Parties and supersedes all previous negotiations or agreements in relation to the Services.

                   Force majeure

11.4 Neither Party is liable for any delay or failure to perform its obligations under this Agreement to the extent that such failure is caused by a Force Majeure Event.  Nothing in this clause excuses payment of money due.

                   Jurisdiction

11.5 The laws of the State of Queensland, Australia apply to this Agreement and the Parties submit exclusively to the courts of that jurisdiction.

                   Relationship between the Parties

11.6 Nothing in this Agreement constitutes a partnership or contract of employment. It is the express intention of the Parties to deny any such relationship.

                   Representatives, Successors and Assigns

11.7 You must not assign or novate this Agreement in whole or in part.

11.8 We may assign or novate this Agreement in whole or part at our sole discretion.

                   Severability

11.9 If any provision of this Agreement is ruled by a court to be illegal, invalid, unenforceable or in conflict with any law, it will not affect the validity and enforceability of the remaining provisions.

                   Waiver

11.10 Any delay or failure to enforce any rights in relation to a breach by the other Party will not be construed as a waiver of those rights.