Last updated on 16 September 2019.
These terms and conditions (Terms) govern your use of the EasyCompanies websites, including those located at EasyCompanies.com.au, EasyBusinessNames.com.au and EasyABNs.com.au (Websites) and our supply of goods and services through the Websites. By using this Website, you agree to be bound by these Terms, which form a binding contractual agreement between you, the user of a Website and us, EASYCOMPANIES PTY. LTD. ACN 165 152 741 (EasyCompanies, our, we or us).
These Terms set out the terms and conditions that apply when you use this Website and if you offer to purchase goods through the Website (Goods) or services through the Website (Services).
We may change these Terms at any time by updating this page of the Website, and your continued use of the Website following such an update will represent an agreement by you to be bound by the Terms as amended.
Disclaimer – No advice
All information provided by us is general information, including information that is:
(a) provided on the Website;
(b) as part of the Goods or Services; or
(c) provided by our staff via a Website, via email or over the phone.
This information is based on information you provide us and information provided by third parties. Nothing on the Website, contained in the Goods or Services or provided by our staff is intended to be professional advice of any kind and they should not be relied on as such.
You should obtain specific financial, legal or other professional advice before relying on the content of the Website or the Goods or Services. By not seeking such advice, you accept the risk that the information on the Website, contained in the Goods or Services or provided by our staff may not meet the specific needs of your business.
1. USE OF THE WEBSITE
1.1 ACCESS AND USE OF THE WEBSITE
You must only use the Website in accordance with these Terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with the Terms and any applicable laws.
1.2 YOUR OBLIGATIONS
You must not:
(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of EasyCompanies;
(b) use the Website for any purpose other than the purposes of browsing, selecting or purchasing Goods and Services;
(c) not to use the Website for any purpose other than for the purpose of making arrangements to receive goods or services;
(d) use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(e) 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;
(f) use the Website with the assistance of any automated scripting tool or software;
(g) use the Website in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Website;
(h) act in a way that may diminish or adversely impact the reputation of EasyCompanies or associated or interested parties, including by linking to the Website on any other website, or do anything at all contrary to the interests of EasyCompanies or the Website; and
(i) attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
(i) gaining unauthorised access to Website accounts or data;
(ii) scanning, probing or testing the Website for security vulnerabilities;
(iii) overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
(iv) instigating or participating in a denial-of-service attack against the Website.
(a) In order to use some of the functionality of the Website, and the Goods and Services, you will be required to sign-up, register and receive an account through the Website (an Account).
(b) As part of the Account registration process and as part of your continued use of the Website, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentications, and other information as determined by EasyCompanies from time to time.
(c) You agree that you’re solely responsible for:
(i) maintaining the confidentiality and security of your Account information and your password; and
(ii) any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.
(d) Your Account includes access to a live chat function which you may only use in accordance with these Terms and applicable laws.
(e) You warrant that any information you give to EasyCompanies in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(f) Once you complete the Account registration process, EasyCompanies may, in its absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
(g) EasyCompanies reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
(h) EasyCompanies may suspend or cancel your Account for any reason, including for any failure to comply with the Terms.
(i) You also agree to let us know if you detect any unusual activity on your Account as soon as you become aware of it.
(j) We will not be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.
(k) You agree to release EasyCompanies from any and all liability for any loss or damage that arises out of or in connection with information you provide that is not accurate, honest, correct or up-to-date.
1.4 ACCOUNT CANCELLATION
(a) (Cancellation by us) To the extent permitted by law, we reserve the right to terminate your access to any or all of the Website, Goods or Services at any time without notice, for any reason, provided that we refund to you any fees for Goods or Services which you have paid for and not received. We may also terminate your access to any or all of the Website or any Goods or Services at any time without notice without issuing a refund if you breach any provision of these Terms.
(b) (Effect of cancellation) Without limiting any other clause in these Terms, upon cancellation, termination or expiry of your Account, we may delete any Posted Materials (defined in clause 1.5) associated with your Account. You won’t be able to recover any of this after cancellation, termination or expiry of your Account so we recommend you back up anything important to you. We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of your Account.
1.5 POSTED MATERIALS – WARRANTIES
(Types of content) As part of using the Website, or as part of receiving or ordering Goods or Services, you may upload or send us images, content, information and materials you share with us or the public (including personal or business information, feedback, suggestions and enhancement requests), including by using the features of the Website, emailing us, sharing content on social media or by contacting us, or when you register an Account (Posted Material). You represent and warrant that:
(a) the Posted Material is accurate and true at the time it is provided;
(b) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
(c) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and do not contain any offensive or explicit material;
(d) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
(e) the Posted Material 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 (IPR);
(f) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Website or any network or system; and
(g) the Posted Material does not breach or infringe any applicable laws.
1.6 POSTED MATERIAL – LICENCE
(a) You grant to EasyCompanies a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any IPR in any Posted Material in order for EasyCompanies to use, exploit or otherwise enjoy the benefit of such Posted Material.
(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release EasyCompanies from any and all claims that you could assert against EasyCompanies by virtue of any such moral rights.
(c) You indemnify EasyCompanies against all damages, losses, costs and expenses incurred by EasyCompanies arising out of any third party claim that your Posted Material infringes any third party’s IPR.
1.7 POSTED MATERIAL – REMOVAL
(a) EasyCompanies acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, EasyCompanies may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Website) at any time without giving any explanation or justification for removing the material and/or information.
(b) You agree that you are responsible for keeping and maintaining records of Posted Material.
1.8 INFORMATION ON THE WEBSITE
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 we do not (to the maximum extent permitted by law) guarantee that:
(a) the Website will be free from errors or defects;
(b) the Website will be accessible at all times;
(c) messages sent through the Website will be delivered promptly, or delivered at all;
(d) information you receive or supply through the Website will be secure or confidential; or
(e) any information provided through the Website is accurate or true.
We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content.
1.9 INTELLECTUAL PROPERTY
(a) EasyCompanies 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.
(b) 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 EasyCompanies or as permitted by law.
1.10 THIRD PARTY AFFILIATES
(a) EasyCompanies works with partners and affiliates (Affiliates) whose websites are linked to on co-branded webpages on the Website (Co-branded Webpages). Co-branded Webpages are hosted by us, and are operated from time to time either by us or by Affiliates. Information collected from Co-branded Webpages will be received by us and passed on to Affiliates. To the extent that Co-Branded Webpages are operated by Affiliates, we will not have control over their content or quality, or the information on those pages, and we make no guarantees about the content or quality of those Co-Branded Webpages.
(b) EasyCompanies has no control over the content or quality of the products or services provided by Affiliates and we make no guarantees about those products or services.
(c) Links to third party websites, including Affiliate websites, are provided for convenience and may not be maintained or remain current. We do not endorse and are not responsible for the content on third party websites and have no control over or rights in them.
(d) You may be required to accept additional terms located on third party websites.
1.11 LINKS TO OTHER WEBSITES
(a) The Website may contain links to other websites that are not our responsibility.
(b) We have no control over the content of the linked websites and we are not responsible for it.
(c) Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.
EasyCompanies 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.
1.13 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.
Without limiting any clause in Part 2 of these Terms, we make no warranties or representations about this Website or any of its content and will not be responsible to you or any third party for any direct or consequential loss suffered in connection with the use of the Website. To the maximum extent permitted by law, we exclude any liability that may arise due to your use of our Website and/or the information or materials contained on it. You agree to indemnify us for any loss or liability arising out of your use of the Website.
To the extent permitted by law, EasyCompanies reserves the right to keep all records of any and all transactions and communications made through the Website (including Posted Material, feedback, cookies, and I.P. address information) for administration purposes and for the purpose of preventing and identifying potential fraud or other criminal activity and complying with any government body or law enforcement agency in that regard. EasyCompanies will keep records for at least seven (7) years from the date it receives information from you, for the purposes of preventing and identifying potential fraud or other criminal activity. EasyCompanies also holds the right to produce these records in the event of any legal dispute involving EasyCompanies.
2. SUPPLY TERMS
2.1 OFFER TO PURCHASE
By submitting an order for purchase of a Good or a Service using the Website’s functionality (Purchase Order) you represent and confirm that you:
(a) have the legal capacity and are of sufficient age to enter into a binding contract with us; and
(b) are authorised to use the debit or credit card, linked bank account and/or Payment Provider account included in your order.
Submitting a Purchase Order constitutes your intention and offer to enter into a contract, where we will provide you with the Goods or Services you have ordered in exchange for your payment of the total amount listed upon checkout. A contract is not formed until we have approved your payment, or have successfully processed a payment capture for your payment, and you receive an email from us confirming that your order is being processed.
(a) (Payment obligations) Unless otherwise agreed in writing:
(i) if EasyCompanies issues an invoice to you, payment must be made by the time specified in such invoice;
(ii) in all other circumstances, you must pay for all Goods on or prior to EasyCompanies dispatching the Goods for delivery and for Services before EasyCompanies starts to perform the Services; and
(iii) you must not set off any money alleged to be owing by EasyCompanies against money due by you to EasyCompanies.
(b) (Subscriptions) If indicated on the Website, you may elect to pay using the subscription payment method where your valid credit/debit card or account with a Payment Provider (defined in clause 2.2(e)) (Valid Payment Method) will be automatically charged in advance of each subscription period (Subscription Payment Method). If you elect to pay using the Subscription Payment Method, EasyCompanies will automatically charge the Valid Payment Method in advance of each subscription period.
(c) (GST) Unless otherwise indicated, amounts stated on the Website do not include GST. In relation to any GST payable for a taxable supply by EasyCompanies, you must pay the GST subject to EasyCompanies providing a tax invoice.
(d) (Card surcharges) EasyCompanies reserves the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club) ) or a Payment Provider (defined in clause 2.2(e)).
(e) (Online payment partner) We may use third-party payment providers, including Zip.co and PayPal.com (Payment Providers) to collect payments for Goods and Services. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
(f) (Expenses) Unless otherwise agreed in writing:
(i) you will bear all fees for registrations, certifications, sign up costs and related expenses reasonably incurred by EasyCompanies in connection with a Purchase Order or the Goods or Services; and
(ii) any third party costs incurred by EasyCompanies in the course of performing the Goods or Services may be billed to you, unless specifically otherwise provided for in the Purchase Order.
We reserve the right to cancel your order for any reason, and will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.
2.4 PRICING ERRORS
In the event that we discover an error or inaccuracy in the price at which your order was purchased (including shipping prices), 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.
2.5 GOODS AND SERVICES
(a) EASYCOMPANIES TO PROVIDE
In consideration for the payment of the fees set out in a Purchase Order (Fees), and subject to these Terms, EasyCompanies will provide you with the Goods or Services set out in that Purchase Order.
(b) YOUR OBLIGATIONS AND WARRANTIES
(i) You warrant that you have the necessary authority to receive the Goods and the Services.
(ii) You must provide EasyCompanies with all documentation, information and assistance reasonably required by EasyCompanies to provide the Goods and perform the Services, including:
A. by providing us with all information, material, account details (including login details and passwords), personal details, and similar details that EasyCompanies reasonably requires to perform the Services;
B. access to the Client’s computer systems, including any relevant hardware and software systems; and
C. access to and information regarding any third party or other accounts used by the Client (including login details and passwords).
(iii) The Client agrees that it will not by receiving or requesting the Goods or Services:
A. breach any applicable laws, rules and regulations (including any applicable privacy laws); or
B. infringe the IPR (defined in clause 1.5) or other rights of any third party or breach any duty of confidentiality.
(iv) You must not:
A. incorporate any part of our Goods or Service into any other program, system or document creation package;
B. modify any part of the Goods or Services in any way after they are provided to you;
C. copy any part of any document provided to you as part of a Good or a Service for any purpose except in relation to the transaction for which they were ordered; and
D. represent that any document provided to you as part of a Good or a Service was created by you, your resources, or a third party.
(c) GOODS AND SERVICE LIMITATIONS
(i) You acknowledge and agree that EasyCompanies:
A. on its Website and in the Goods and Services, and via its staff on the Websites, via email and one the phone, provides information only;
B. does not provide financial or legal services, and that the Website, the Goods and the Services and the information provided by our staff does not contain financial, legal, tax or other professional advice; and
C. makes no warranties in relation to the Goods or Services regarding their suitability for any particular purpose.
(ii) You agree not to rely on any part of a Website, Goods or Services, or information provided by our staff, as if it contained financial, legal or other professional advice, and release EasyCompanies from any and all liability that may arise out of you or your personnel making any such reliance.
(iii) You warrant that all information, documentation and any other material you provide to us via the Website, in connection with these Terms, or otherwise for the purpose of receiving Goods or Services, including any personal or company details, is complete, accurate and up-to-date.
(iv) You release us from all liability in relation to any loss or damage arising out of or in connection with the Goods or Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material being incomplete, inaccurate or out-of-date that was:
A. provided to us by a third party; or
B. provided to us by you.
(v) You acknowledge and agree that Goods and Services are based on information, documentation and materials to be provided to us by you, and you indemnify us in respect of any and all loss or damage that arises out of or in connection with a Good or Service in relation to which you provided information, documentation or materials that was not complete, accurate and up-to-date.
(vi) You acknowledge and agree that we make no warranties about the Goods or Services being:
B. fit for your purposes;
C. best suited to you or your business; or
D. compliant with any law.
(vii) Without limiting any other clause in this agreement, you acknowledge and agree that:
A. any trust deed documents that form part of the Goods or Services (Trust Deeds) are template documents based on the information you provide us;
B. Trust Deeds in particular require professional advice before they are prepared, and that you should seek professional legal, tax and financial advice before you request these Goods or Services; and
C. as the Trust Deeds are based on the information you provide, and contain no additional input from us, we make no warranties about them being:
2) fit for your purposes;
3) best suited to you or your business; or
4) compliant with any law.
To the extent that the Goods include documents, or similar goods (including template trust deed documents), you acknowledge and agree that these documents do not constitute legal advice or other professional advice, and that these Goods are templates based on information provided by you, and they have not been customised to your needs or the needs of your business.
(b) DELIVERY AND SHIPPING
(i) (Delivery) For Goods to be delivered, EasyCompanies may charge you for delivery at any time (notwithstanding that it may not have previously done so). Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by EasyCompanies.
(ii) (Delivery times) All delivery times, including for electronic delivery, provided to you are estimates only and are subject to postal delays and reasons beyond our control. We do not warrant or make any representation that your order will be delivered within the times indicated. We will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.
(c) TITLE AND RISK
(i) (Title) Until the price of Goods is paid in full, title in those Goods is retained by EasyCompanies.
(ii) (Risk) Risk in the Goods will pass to you on delivery. Delivery must not be refused by you.
(iii) (Failure to pay) If you do not pay for any Goods on or before the due date for payment:
A. or you otherwise fail to comply with these Terms, and by the terms of sale credit has been extended to you, EasyCompanies reserves the right to revoke such credit and demand immediate payment before any further shipment of Goods;
B. you must pay EasyCompanies interest at the rate of 12% per annum on each amount outstanding, from the due date for payment to the date on which the payment is received by EasyCompanies;
C. EasyCompanies reserves the right to demand return of the Goods, and you must comply with any such demand under this clause;
D. EasyCompanies may at its option keep or resell Goods retaken from you; and
E. if you sell Goods or items into which the Goods are incorporated before payment in full to EasyCompanies, you acknowledge that such sale is made by you as bailee for and on behalf of EasyCompanies, to hold the proceeds of sale on trust for EasyCompanies, in an account in the name of EasyCompanies, and you must pay that amount to EasyCompanies on demand.
(d) CUSTOMS AND DUTIES
EasyCompanies reserves the right to refuse international orders. Approved international orders may be subject to customs and import duties upon reaching its country of destination. You will be responsible for paying all customs and import duties and acknowledge that failure to pay may result in your order being held at customs. We will not be liable for any costs you may incur in having your order released from customs, including reimbursing you for any customs or import duties you may pay.
(e) RETURNS & EXCHANGES
(i) Returns of Goods will only be accepted if the Goods are not of an acceptable quality and you comply with the provisions of this clause.
(ii) (Change of mind return) We do not accept change of mind returns of Goods.
(iii) (Faulty products) If you believe your Goods are faulty, please contact us using the details provided on our website with a full description of the fault (including images if possible).
If we determine that your Goods may be faulty, we will request that you send the product back to us at your cost for further inspection, including any accessories, manuals, documentation or registration shipped with the product. We reserve the right to further inspection before deeming a product faulty.
If we determine in our reasonable opinion that the product is not faulty, or is faulty due to fair wear and tear, misuse, failure to use in accordance with the manufacturer’s instructions, or failure to take reasonable care, we will refuse your return and send the product back to you at your own cost.
If we determine that the product is faulty, you will be credited the full amount paid (including shipping costs) and you may request a refund, exchange or store credit. All refunds will be credited back to your original method of payment unless you request otherwise and we approve this request.
If you fail to comply with the provisions of this clause in respect of defective Goods, we may, in our discretion, issue only a partial refund or no refund in respect of such defective Goods, provided that nothing in this clause is intended to limit the operation of any manufacturers’ warranties which you may be entitled to or any of your rights which cannot be excluded under applicable law.
(a) COMMENCEMENT AND WITHHOLDING
Unless otherwise agreed, EasyCompanies may, in its absolute discretion:
(i) not commence work on any Services until you has paid any Fees in respect of such Service; and
(ii) withhold delivery of Services until the Client has paid the invoice in respect of such Services.
(b) CHANGES TO SERVICE
(i) You must pay additional fees for changes to Services which are outside the scope set out in the relevant Purchase Order (Changes).
(ii) Generally, where Changes are required, EasyCompanies will provide a fixed-fee quote for the additional Services in advance of them being performed.
(iii) EasyCompanies may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
(iv) If EasyCompanies provides any Changes without providing a fixed-fee quote for the additional Services in advance of them being performed, you will be charged for those Changes at a standard rate, as specified on the Website from time to time.
(i) In the course of EasyCompanies performing the Services, the parties may agree on a schedule for providing certain Services, including estimated dates of completion, deadlines or schedules (Schedules).
(ii) EasyCompanies will use its best efforts to meet these Schedules, however they are subject to change if unforeseen complexities arise. In such cases, EasyCompanies will use its best efforts to minimise the impact of such changes.
(iii) EasyCompanies reserves the right to revise Schedules in the event that any delay is caused or contributed to by your failure to provide timely feedback or other information reasonably requested by EasyCompanies in order to perform the Services, or if third parties that are involved in EasyCompanies’ performance of the Services cause any delay, including as part of any third party review process.
(iv) EasyCompanies also reserves the right to revise Schedules if EasyCompanies elects (in its absolute discretion) to conduct a fraud review process that affects the Service. EasyCompanies will use its best efforts to minimise the delay and impact of a fraud review.
(d) CANCELLATION BY YOU
To the maximum extent permitted by applicable law, if EasyCompanies has accepted a Purchase Order in respect of a Service, you have paid fees to EasyCompanies for that Service, and you subsequently seek to cancel the Service, then you will not be provided with a refund. EasyCompanies has the right to provide you with a refund in such circumstances, in its absolute discretion, and will consider this in circumstances where:
(i) the Services include applying for a company name registration, and this application is rejected (in such circumstances the refund will constitute the release of a payment capture);
(ii) in performing the Services, EasyCompanies encounters a system error; or
(iii) EasyCompanies has not paid any money to any third parties as part of performing the Services.
(e) CANCELLATION BY US
We reserve the right to cancel your order for any reason, and will notify you of this as soon as possible. Where any payment has already been debited, the full amount will be credited back to your original method of payment.
2.8 THIRD PARTY GOODS AND SERVICES
(a) Any Goods or Services that require EasyCompanies to acquire goods or services supplied by a third party on your behalf may be subject to the terms and conditions of that third party (Third Party Terms), including refund and cancellation policies, including the third parties that are the subject of Goods or Services that involve registration or certification.
(b) You agree to any Third Party Terms applicable to any goods or services supplied by a third party that you or we acquire as part of the Goods or Services and EasyCompanies will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(a) (Limitation of liability) To the maximum extent permitted by applicable law, EasyCompanies excludes completely 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 this Website, these Terms or any goods or services provided by EasyCompanies.
Claims for loss of or damage to Goods in transit must be made against the carrier.
Goods sold by EasyCompanies will have only the benefit of any warranty given by the manufacturer. All other express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into these Terms which may not lawfully be excluded, then to the maximum extent permitted by applicable law, EasyCompanies’ liability for breach of that non-excludable condition, warranty or guarantee will, at EasyCompanies’ option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
(b) (Indemnity) You agree to indemnify EasyCompanies and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from your or your representatives’:
(i) use of any goods or services provided by EasyCompanies;
(ii) breach of these Terms; or
(iii) negligent, fraudulent or criminal act or omission.
(c) (Consequential loss) Under no circumstances will EasyCompanies 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 this Website, these Terms or any goods or services provided by EasyCompanies.
2.10 FORCE MAJEURE
(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under these Terms or a Purchase Order (other than an obligation to pay money) due to an event beyond its reasonable control (Force Majeure), the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(b) Subject to compliance with this clause 9, the relevant obligation will be suspended during the Force Majeure to the extent that it is affected by the Force Majeure.
(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure as quickly as possible.
2.11 DISPUTE RESOLUTION
(a) The parties shall endeavour to settle any dispute arising out of or relating to these Terms, or in relation to the Goods or Services, including with regard to these Terms’ existence, validity or termination, by mediation administered by the Australian Disputes Centre (ADC) before having recourse to arbitration or litigation.
(b) The mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to the ADC (Guidelines).
(c) The terms of the Guidelines are hereby deemed incorporated into these Terms.
(a) (Governing law) This agreement is governed by the law applying in New South Wales, Australia.
(b) (Jurisdiction) Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia, 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.
(c) (Amendments) These Terms may only be amended by EasyCompanies in accordance with the Terms.
(d) (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.
(e) (Further acts) 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 these Terms.
(f) (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.
(g) (Entire Agreement) These Terms embody the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of the Terms.
(h) (Interpretation) In these Terms, the following rules of interpretation apply:
(i) (singular and plural) words in the singular includes the plural (and vice versa);
(ii) (gender) words indicating a gender includes the corresponding words of any other gender;
(iii) (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;
(iv) (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;
(v) (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;
(vi) (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;
(vii) (document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;
(viii) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(ix) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(x) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.