These are the terms on which BASD Pty Ltd ACN 686 091 001 (BASD) makes the BASD platform available. They form the BASD Platform Agreement (the Agreement) between BASD and each subscribing business (the Customer).

Commercial details (the fees, the initial term, the commencement date, the scope of any implementation services and the Customer's entity details) are recorded separately in the subscription confirmation, quote or schedule agreed between BASD and the Customer (the Order Form). The Order Form and these terms are read together as one Agreement. How we handle personal information is set out in our Privacy Policy.

1. Definitions and interpretation

1.1 Definitions

In this Agreement, unless the context requires otherwise:

Additional Services means any services which BASD provides to the Customer during the Subscription Term in addition to the Subscription Services, as agreed between the parties from time to time.

Aggregated Data means any de-identified and/or aggregated data relating to the use of the Platform or de-identified and/or aggregated versions of Customer Data or Outputs. For the avoidance of doubt, the Aggregated Data will not include any information that identifies the Customer, Authorised Users or any individual.

Agreement means these terms together with the Order Form and any schedules or annexures.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.

Authorised Persons means in relation to a party:

1. the directors, secretary or any other person appointed to act as an authorised officer of that party;
2. the employees of that party;
3. the legal, financial and other advisers of that party; and
4. the respective officers and employees of those legal, financial and other advisers.

Authorised User means the employees, contractors or other representatives of the Customer who the Customer permits to access or use the Platform.

Commencement Date means the date set out in the Order Form or, if none is stated, the date BASD first provides the Customer with access to the Platform.

Confidential Information means any information provided by a party to the other party (whether provided before or after the Commencement Date) in connection with the Platform, Documentation or the Agreement (including the terms of the Agreement). For the avoidance of doubt, Confidential Information does not include information which is in or becomes part of the public domain, other than through a breach of the Agreement or of an obligation of confidence, or information which a party proves was independently acquired or developed without breaching any of the obligations set out in the Agreement. Confidential Information of BASD includes the Documentation and all non-publicly available information regarding the Platform.

Consequential Loss means:

1. any form of indirect, special or consequential loss;
2. any loss of reputation, loss of profits, loss of actual or anticipated savings, loss of bargain and loss of opportunity; and
3. any loss beyond the normal measure of damages.

Customer means the entity identified in the Order Form as the subscriber to the Platform.

Customer Data means all information, images, documents and other data (whether relating to the Customer or its Authorised Users) uploaded to the Platform by or on behalf of the Customer or its Authorised Users.

Default Rate means the applicable penalty interest rate fixed under the Penalty Interest Rate Act 1983 (Vic) from time to time.

Documentation means any manuals, user guides, reference materials or other similar documents in any form made available by BASD to the Customer in connection with the Platform.

Fees means the fees payable by the Customer to BASD as set out in the Order Form and as varied under clause 6.2.

Force Majeure Event means the occurrence of an event or circumstances beyond the reasonable control of the party affected by it, including war (declared or undeclared), civil commotion, military action, or an act of sabotage, strike, lockout or industrial action, storm, tempest, fire, flood, earthquake or other natural calamity or an ongoing internet or telecommunications outage or impairment.

Further Term means consecutive periods of 12 months duration commencing immediately after the expiry of the Initial Term or the previous Further Term (as applicable).

GST means any goods and services tax, consumption tax, value-added tax or any similar impost or duty which is or may be levied or becomes payable in connection with the supply of goods or services.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Implementation Services means the services described in the Order Form.

Improvement means any modification, alteration, development, new use or other change to the Platform or Documentation which makes it more accurate, more useful, more functional, more efficient, more cost effective or in any other way preferable.

Initial Term means the period set out in the Order Form.

Insolvency Event means, in relation to a body corporate, a liquidation or winding up or the appointment of a voluntary administrator, receiver, manager or similar insolvency administrator to that body corporate or any substantial part of its assets; in relation to an individual or partnership, the act of bankruptcy, or entering into a scheme or arrangement with creditors; in relation to a trust, the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control; or the occurrence of any event that has substantially the same effect to any of the preceding events.

Intellectual Property Rights means all intellectual property rights, registered or unregistered, and related rights, including patents, copyright, registered designs, trade marks, know-how, inventions and the right to have confidential information kept confidential and any application or right to apply for registration of any of the above.

Laws means all laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, mandatory codes of conduct, writs, orders, injunctions, judgments and any awards or other industrial instruments.

Material means any material created by BASD as a result of the provision of the Subscription Services, other than any Customer Data.

Order Form means the subscription confirmation, quote or schedule agreed between the parties recording the Customer's details, the Commencement Date, the Initial Term, the Fees and the scope of any Implementation Services.

Output means any information or data generated by the Platform based on the Customer Data and which is made available to the Customer and Authorised Users through the Platform.

PDH Goods and Services means goods or services which, for the purposes of the Australian Consumer Law, are of a kind ordinarily acquired for personal, domestic or household use or consumption.

Platform means the BASD online platform made available by BASD for use by the Customer and Authorised Users, comprising the web application at builder.basd.app and its companion applications, including any update or upgrade to the Platform implemented by BASD pursuant to clause 3.3 and any Improvement to the Platform made available by BASD.

Subscription Services means the services described in clause 3.1(b).

Subscription Term means the period of time BASD will provide the Subscription Services to the Customer, as outlined in clause 2(a).

Third Party Application means any product, service, system, application or internet site integrated or interfaced with the Platform that is owned or operated by a Third Party Provider, and that is used by the Customer or any Authorised User in connection with the Platform.

Third Party Provider means any third party that provides support, technology and/or other products or services that are used by the Customer or any Authorised User in connection with the Platform.

Unacceptable Content means any content which, in BASD's reasonably held opinion, is obscene, offensive, upsetting, defamatory, illegal or inappropriate, infringes or appears to infringe the Intellectual Property Rights of any person or contravenes or appears to contravene any applicable Laws or codes of conduct.

1.2 Interpretation

In this Agreement:

1. the singular includes the plural and vice versa;
2. the word person includes a firm, a body corporate, an unincorporated association, body or organisation established pursuant to international treaty, intergovernmental body, or government authority and other official authority;
3. a reference to a document or legislation includes a reference to that document or legislation as varied, amended, novated or replaced from time to time;
4. a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and permitted assigns;
5. headings are inserted for convenience and do not affect the interpretation of this Agreement;
6. no provision will be construed to the disadvantage of a party merely because that party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement; and
7. unless otherwise provided, all monetary amounts are in Australian dollars and a reference to payment means payment in Australian dollars.

2. Subscription Term

1. The Subscription Term commences on the Commencement Date and will continue for the Initial Term, unless terminated earlier in accordance with clause 13.
2. At the expiry of the Initial Term or any applicable Further Term, this Agreement and the Subscription Term will automatically renew for each Further Term, unless a party provides written notice to the other party at any time prior to the expiration of the Initial Term or the then current Further Term (as the case may be) that the Agreement will not be renewed and will instead expire at the end of the Initial Term or that Further Term (as applicable).
3. If notice is provided in accordance with clause 2(b) then BASD will continue to provide the Subscription Services and the Customer will continue to pay the Fees in accordance with this Agreement until the end of the Initial Term or then current Further Term (as the case may be).

3. Services

3.1 Subscription Services

1. During the Subscription Term, BASD will provide the Subscription Services to the Customer in accordance with this Agreement.
2. The Subscription Services will consist of BASD:
   1. providing the Implementation Services;
   2. providing the Customer and its Authorised Users with access to and use of the Platform during the Subscription Term;
   3. providing the Customer with access to and use of the Documentation during the Subscription Term; and
   4. providing the Customer with support in relation to the Platform in accordance with clause 5.2.
3. All rights granted to the Customer under this Agreement (including all rights to access and use the Platform) are non-exclusive and nothing in this Agreement restricts or prevents BASD from providing services similar to the Subscription Services or any other products or services to any third party.

3.2 Additional Services

In addition to the Subscription Services, if requested by the Customer and accepted by BASD, BASD may also provide Additional Services to the Customer. Unless otherwise agreed, any Additional Services will be provided on the terms and conditions of this Agreement with specific details of the Additional Services and the Fees for those services to be agreed between the parties in writing.

3.3 Variations to Platform

The Customer acknowledges and agrees that BASD may (acting reasonably) vary the features, functions and other benefits available to the Customer in respect of the Platform from time to time (including by deploying updates or upgrades to the Platform), provided that BASD will seek to provide reasonable prior notice to the Customer before making any material variations to the features, functions and other benefits available to the Customer in respect of the Platform. If any variation materially reduces the overall functionality or performance of the Platform, the Customer may terminate this Agreement on 30 days' written notice, provided that during such period the parties will discuss the issue diligently and in good faith, and the Customer will not have the right to terminate this Agreement if the parties agree on a workaround or alternative.

3.4 Acknowledgments regarding Platform

The Customer acknowledges and agrees that:

1. BASD may use artificial intelligence systems within the Platform, including to generate Outputs. As Outputs may be generated using artificial intelligence systems (including through the use of Customer Data and other information not controlled by BASD), BASD cannot guarantee the accuracy of any Outputs, and it is the Customer's responsibility to verify the accuracy of any Outputs and satisfy itself the Outputs are fit for the Customer's purposes;
2. BASD providing the Subscription Services and making the Platform and any Outputs generated by the Platform available to the Customer does not constitute the provision by BASD of any legal, accounting or similar professional advice or services to the Customer or Authorised Users; and
3. the Customer is solely responsible for all business, operational or other decisions it makes as a result of the Customer's use of the Platform and the Outputs.

3.5 Third Party Applications and Third Party Providers

The Customer acknowledges that the Platform may interact with Third Party Applications or require Third Party Applications or Third Party Providers be used to provide particular features or functionality. The Customer acknowledges that access to such Third Party Applications or services and any support for such Third Party Applications or services must be obtained directly from the relevant Third Party Provider at the Customer's cost. BASD does not make any representations or warranties regarding any such Third Party Applications or services and will not be responsible for any issues in respect of Third Party Applications or services or any loss suffered by the Customer in connection with any Third Party Applications or services or the Customer's dealings with Third Party Providers.

4. Authorised Users

The Customer agrees that:

1. it must not permit any person other than Authorised Users to use the Platform;
2. it must ensure that each Authorised User complies with the provisions of this Agreement; and
3. all acts or omissions of an Authorised User will be deemed to be acts and omissions of the Customer for the purposes of this Agreement and the Customer will be responsible and liable for all acts or omissions of any Authorised User as if they were the acts or omissions of the Customer.

5. Obligations and responsibilities

5.1 Mutual obligations

Each party will comply with all applicable Laws, codes or standards to which it is bound in performing its obligations and exercising its rights under this Agreement.

5.2 Platform Support

1. BASD may from time to time provide general support, assistance or recommendations to assist the Customer to use the Platform (Platform Support). The Customer acknowledges that any such Platform Support is general in nature only, will not consider all of the circumstances or objectives of the Customer and should not be relied on by the Customer.
2. BASD may from time to time provide additional services outside of the scope of Platform Support to the Customer, subject to the costs of performing such additional services being agreed between the parties.

5.3 Customer responsibilities

The Customer will be responsible for:

1. day to day use, supervision, management and control of the Platform;
2. uploading all Customer Data into the Platform;
3. obtaining all consents, authorisations, permits or approvals (including any relevant third party consents) necessary to access and use the Platform as contemplated by this Agreement (including for the collection, use and disclosure of Customer Data);
4. ensuring all Customer Data is complete, current, accurate and not misleading and does not infringe the Intellectual Property Rights of a third party;
5. ensuring all access and authentication credentials used to access the Platform are securely maintained and used only by Authorised Users;
6. satisfying itself that the Platform is compatible with its own hardware, software and internet and network capabilities and maintaining all hardware, software, third party applications and other technology necessary to be able to access and use the Platform;
7. ensuring that it maintains backup or alternate systems for use if the Platform is unavailable or is otherwise unable to be used by the Customer;
8. ensuring no Unacceptable Content is uploaded to the Platform; and
9. ensuring any of the Customer's personnel are properly trained regarding the use of the Platform and comply with any specific training requirements regarding the use of the Platform as set out in Documentation or this Agreement.

5.4 Customer obligations

The Customer:

1. must use the Platform in accordance with the Documentation and any other reasonable acceptable use, operating procedures or other similar requirements notified to the Customer by BASD in writing from time to time;
2. must only access and use the Platform for the Customer's internal business purposes;
3. must not modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Platform;
4. must not attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained in the Platform;
5. must not upload to the Platform any viruses, bugs, worms, trojan horses, harmful codes or any other form of defect or contaminant which could cause temporary or permanent damage to or will otherwise impair or harm or cause the malfunction of the Platform or other software or hardware of BASD or any third party;
6. must not distribute any part of the Platform or Documentation for commercial purposes or otherwise sub-licence or resell the Platform or Documentation;
7. must not create derivative works from the Platform or use the Platform to develop any competing or alternative software product or application;
8. must not transfer, assign, rent, lease, lend, sell or otherwise dispose of all or any part of the Platform or any compilation derived from the Platform; and
9. must not make any part of the Platform publicly available.

6. Fees

6.1 General

1. BASD will issue the Customer with a tax invoice for the Fees payable by the Customer (Tax Invoice) which must be paid by the Customer:
   1. in accordance with the terms of payment set out in the Order Form;
   2. if no terms are set out in the Order Form, within 30 days of the date of the Tax Invoice.
2. Where the Customer fails to pay BASD within the timeframe specified in clause 6.1(a) then without limiting the other rights or remedies of BASD:
   1. BASD may charge the Customer interest on any unpaid amounts at the Default Rate, which interest will accrue and be chargeable from the first day on which such amount becomes overdue until BASD receives payment of all such amounts (including all interest) by way of cleared funds;
   2. BASD may issue a written notice to the Customer with regard to any outstanding Fees and a reasonable timeframe for payment (such timeframe not required to be longer than 30 days) (Payment Notice); and
   3. if the Customer has not paid the outstanding Fees within the timeframe specified in the Payment Notice, BASD may (without limiting its other rights and remedies) suspend the Customer's rights and access to the Platform until such time as the outstanding amount is paid in full. BASD will not be liable for any loss suffered by the Customer as a result of BASD exercising its rights under this clause.

6.2 Fee increases

BASD may increase the amount of Fees payable under this Agreement from the start of each Further Term by providing no less than 30 days written notice to the Customer before the end of the then current Initial Term or Further Term (as the case may be). Any such increase will be effective on and from the commencement of the next Further Term.

7. GST and other taxes

7.1 Interpretation

Words and expressions used in this Agreement which are defined in the GST Act have the same meanings given to them in the GST Act.

7.2 Consideration does not include GST

The consideration for any supply made under or in connection with this Agreement does not include an amount for GST, unless it is expressly stated in this Agreement to be inclusive of GST.

7.3 Recovery of GST

If GST is or becomes payable on any supply made under or in connection with this Agreement (not being a supply for which the consideration is expressly stated in this Agreement to be inclusive of GST), the party required to provide the consideration for the supply must pay, in addition to and at the same time as the consideration is provided, an amount equal to the amount of GST on the supply.

7.4 Adjustment of amount recovered for GST

If the amount for GST recovered by a party under clause 7.3 differs from the amount of GST payable by the party or its representative member on the supply, the amount of the difference must be paid to or refunded by the party (as the case requires).

7.5 Reimbursement or indemnity payments

If a party is required under this Agreement to reimburse or indemnify another party for any amount incurred by the other party, the amount to be reimbursed or paid by the party will be the amount incurred reduced by an amount equal to any input tax credit that the other party or its representative member is entitled to claim for the amount incurred and increased by the amount of any GST payable in respect of the reimbursement or payment.

7.6 Tax invoice

The party making a taxable supply under or in connection with this Agreement will issue a tax invoice for the supply when the amount of GST on the supply is received.

7.7 No merger

The rights and obligations of the parties under this clause 7 do not merge on completion or termination of this Agreement.

8. Warranties

The Customer acknowledges that:

1. the Platform is provided on an 'as is' basis, and to the extent permitted by Law, BASD excludes all express or implied warranties in respect of the Platform, including but not limited to implied warranties of merchantability or fitness for a particular purpose;
2. BASD does not warrant that the Platform (or any part of it) will be error free, or that the Customer's use of the Platform will be uninterrupted, or that the Platform will meet any requirements of the Customer;
3. BASD does not control and is not responsible for how the Customer uses the Platform or for any conclusions or decisions reached by the Customer as a result of the use of the Platform or other outcomes of the use of the Platform by the Customer; and
4. the Customer must not make any claim against BASD or otherwise seek to hold BASD responsible for the conclusions or decisions reached by the Customer as a result of the use of the Platform.

The Customer acknowledges and warrants that it has relied on its own skill and judgment in the selection of the Platform and it has satisfied itself that the Platform is fit for all the purposes which the Customer requires it for.

9. Liability and indemnities

9.1 Limitation of liability

1. If the Customer is a consumer (as defined in section 3 of the Australian Consumer Law) (Consumer) and BASD supplies PDH Goods or Services to the Customer, BASD acknowledges that the Customer may have certain rights under the Australian Consumer Law in respect of the guarantees provided under Division 1 of Part 3-2 of the Australian Consumer Law (Consumer Guarantees) as they apply to any PDH Goods or Services supplied by BASD and nothing in this Agreement should be interpreted as attempting to exclude, restrict or modify the application of those rights.
2. If the Customer is a Consumer and any goods or services supplied by BASD to the Customer are non PDH Goods or Services, BASD's liability to the Customer in connection with any breach of the Consumer Guarantees in respect of those non PDH Goods or Services is limited (at BASD's discretion) to:
   1. in the case of goods:
      1. the replacement of the goods or the supply of equivalent goods;
      2. the repair of the goods;
      3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
      4. the payment of the cost of having the goods repaired; and
   2. in the case of services:
      1. the supplying of the services again; or
      2. the payment of the cost of having the services supplied again.
3. Subject to clauses 9.1(a) and 9.1(d), the maximum aggregate liability of a party to the other party for any loss or claim, however caused or arising, suffered by the other party in connection with the Agreement, the Platform or Subscription Services is limited to the total amount of Fees paid by the Customer to BASD under this Agreement during the 12 month period prior to the events giving rise to the relevant loss or claim first occurring.
4. The limitation set out in clause 9.1(c) is an aggregate limit for all claims or loss, whenever made, but does not apply to any liability of the Customer to pay the Fees under this Agreement, the liability of either party to the other for fraudulent or criminal conduct or liability under the indemnities in clause 9.3.

9.2 Consequential Loss

Neither party will be liable to the other party in respect of any Consequential Loss which may be suffered or incurred under or in connection with this Agreement.

9.3 Indemnities

The Customer must indemnify and keep BASD, and its respective officers, employees and agents (Indemnified Parties), indemnified against any loss or damage suffered by the Indemnified Parties as a result of:

1. the Customer Data infringing the Intellectual Property Rights of a third party;
2. a failure of the Customer to obtain privacy or other similar consents necessary for BASD to be able to store, hold and otherwise process the Customer Data as contemplated by this Agreement; or
3. the Customer using the Platform in contravention of any applicable law,

except to the extent the relevant loss or damage arises as a direct result of any breach of this Agreement by BASD or any negligent or unlawful act of BASD or any of its personnel.

10. Intellectual Property Rights

10.1 BASD Intellectual Property Rights

1. BASD will own all Intellectual Property Rights in the Platform, the Documentation, any Materials and any Improvements (including any Improvements created by BASD as a result of feedback or suggestions made by the Customer or Authorised Users).
2. Any Intellectual Property Rights in respect of the Platform, Documentation, Materials or Improvements which is created by or vests in the Customer during the Subscription Term is assigned to BASD immediately upon the Intellectual Property Rights being created or vesting in the Customer and the Customer agrees to do all things and execute all documents as is reasonably necessary to effect such assignment.
3. During the Subscription Term BASD grants a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform, the Documentation, any relevant Materials and Improvements, only to the extent such use is necessary for the Customer and Authorised Users to receive the Subscription Services or Additional Services under this Agreement. This licence terminates immediately upon the termination or expiry of this Agreement.

10.2 Customer Intellectual Property Rights

1. BASD acknowledges that, as between BASD and the Customer, the Customer will own all Intellectual Property Rights in respect of the Outputs and Customer Data (other than any Intellectual Property Rights in the design, format and layout of the Outputs).
2. The Customer grants to BASD a non-exclusive, irrevocable, royalty-free licence to reproduce and otherwise exploit the Outputs and Customer Data (including any Intellectual Property Rights contained in the Outputs and Customer Data):
   1. for the purposes of providing the Subscription Services or Additional Services to the Customer;
   2. for any purposes which are ancillary to BASD's provision of the Subscription Services or Additional Services or are otherwise necessary for the proper operation of the Platform;
   3. for the purposes of BASD undertaking data analytics and activities relating to Aggregated Data as outlined in clause 11.5; and
   4. any purposes relating to Improvements of the Platform or other products and services of BASD.

11. Data

11.1 Backups and archiving

The Customer acknowledges that:

1. BASD is not obliged to provide back up, archiving, record keeping or other similar services in respect of the Outputs and Customer Data and the Customer is responsible for implementing and maintaining its own back up, archiving, record keeping and data retrieval procedures in respect of the Outputs and Customer Data; and
2. notwithstanding clause 11.1(a), the Customer acknowledges and agrees that BASD may, during the Subscription Term and after the expiry or termination of this Agreement, keep and maintain copies of the Outputs and Customer Data in accordance with BASD's record retention policies.

11.2 Access to and use of Customer Data

BASD will only access or use Customer Data for the provision of the Subscription Services or Additional Services or for another purpose expressly permitted under this Agreement.

11.3 Privacy and data security

BASD will comply with its obligations under the Privacy Act 1988 (Cth) in relation to BASD's provision of the Platform and the processing of any Customer Data. Our Privacy Policy sets out how we do so. Without limiting the above, BASD will take reasonable steps to seek to ensure the security and safety of the Customer Data stored on the Platform, including by implementing and maintaining reasonable and current data protection and virus screening procedures and technologies. To the extent within its reasonable control, the Customer is responsible for implementing its own security measures and controls regarding how it accesses and uses Customer Data and the Platform.

11.4 Security breaches

If BASD becomes aware of anything that it believes materially compromises the security, safety, integrity or confidentiality of the Customer Data which is in the possession of BASD (Security Breach), BASD will:

1. promptly notify the Customer of that fact, together with reasonable details of the Security Breach and any steps that can be taken to mitigate the effects of the Security Breach;
2. promptly use reasonable efforts to rectify the relevant Security Breach and mitigate its effects;
3. if requested to do so by the Customer, provide the Customer with details known to BASD regarding the cause of the Security Breach and any remediation or mitigation steps taken by BASD; and
4. provide reasonable assistance to the Customer in identifying any Customer Data which has had its security, safety, integrity or confidentiality compromised.

The Customer will pay the reasonable costs of BASD taking any such action under this clause 11.4, unless the relevant Security Breach is caused by a breach by BASD of its obligations under this Agreement, in which case BASD will be responsible for its costs of doing so.

11.5 Aggregated Data

The Customer acknowledges and agrees that BASD may:

1. collect and compile Aggregated Data; and
2. use, reproduce and communicate Aggregated Data, including for the purposes of evaluating, developing and improving the Platform, promoting the Platform or otherwise undertaking projects or activities related to the Platform or other business activities of BASD.

12. Confidentiality

Each party that receives Confidential Information from the other party, whether disclosed or obtained on or after the date of this Agreement (Receiving Party):

1. may use the Confidential Information of the other party (Disclosing Party) solely for the purposes of this Agreement;
2. must maintain the confidential nature of the Confidential Information;
3. must only disclose Confidential Information:
   1. to an Authorised Person where the Authorised Person has a need to know and after the Receiving Party has made the Authorised Person fully aware of the confidential nature of the Confidential Information;
   2. with the prior written consent of the Disclosing Party; or
   3. as required by law, provided that the Receiving Party must give the Disclosing Party reasonable prior notice of the proposed disclosure;
4. must not use the Confidential Information for the Receiving Party's own or another's advantage, or to the competitive disadvantage of the Disclosing Party; and
5. must not copy or duplicate or allow the copying or duplication of any Confidential Information.

12.1 Security and control

The Receiving Party must:

1. take all reasonable, proper and effective precautions to maintain the confidential nature of the Confidential Information; and
2. immediately notify the Disclosing Party of any potential, suspected or actual unauthorised access, disclosure, copying or use or breach of this clause 12.

12.2 No release

Return or destruction of Confidential Information does not release the Receiving Party from its obligations of confidence under this clause 12.

13. Termination

13.1 Termination by BASD

BASD may, by written notice to the Customer, terminate the Agreement with immediate effect if:

1. the Customer commits any material breach of this Agreement which is not capable of being remedied, or if capable of being remedied, has not been remedied within 30 days after a notice from BASD requesting the Customer to do so;
2. the Customer fails to pay any outstanding amount of the Fees and does not remedy such non-payment within 14 days of being given notice of the outstanding amount; or
3. the Customer is subject to an Insolvency Event.

13.2 Termination by Customer

The Customer may, by written notice to BASD, terminate the Agreement with immediate effect if:

1. BASD commits any material breach of this Agreement which is not capable of being remedied, or if capable of being remedied, has not been remedied within 30 days after a notice from the Customer requesting BASD to do so; or
2. BASD is subject to an Insolvency Event.

14. Post-termination obligations

14.1 General

On termination or expiry of this Agreement:

1. the Customer must:
   1. cease using the Platform;
   2. pay to BASD all Fees or other amounts payable to BASD under this Agreement up to the date of termination;
   3. return to BASD any Documentation in its possession or control; and
   4. if requested to do so by BASD, provide BASD with written confirmation that the Customer has complied with its obligations under this clause 14.1;
2. BASD ceases to have any obligations under this Agreement with respect to the provision or licensing of the Platform and may disconnect the Customer's access to the Platform;
3. BASD will be entitled to continue using Aggregated Data in accordance with clause 11.5 but will return to the Customer any Customer Data; and
4. each party must, subject to any requirements under law, return all Confidential Information of the other party that it holds.

14.2 Survival

The termination of this Agreement does not operate to terminate any rights or obligations under this Agreement that by their nature are intended to survive termination or expiration (including clauses 5.3, 5.4, 8, 9, 10, 11, 12, 14.1 and 17) and those rights or obligations remain in full force and binding on the party concerned.

15. Suspension

1. Without limiting its rights under clause 13, BASD may suspend the provision of the Subscription Services and any Additional Services and may suspend the Customer's and any Authorised User's access to the Platform where:
   1. BASD reasonably believes that the provision of the Subscription Services or Additional Services may be contravening any applicable Law;
   2. BASD reasonably believes that Unacceptable Content is being stored or made available in the Platform due to an act or omission of the Customer or its Authorised Users;
   3. BASD reasonably believes the suspension is necessary to protect the safety, security or performance of the Platform; or
   4. BASD reasonably believes that the Customer is in material breach of its obligations under this Agreement.
2. Before suspending under this clause 15, BASD will provide the Customer with written notice of the proposed suspension and an opportunity to remedy the relevant issue, provided that BASD will not be required to provide such prior notice where BASD reasonably believes that it needs to take immediate action to address material security, performance or legal compliance risks in respect of the Platform.

16. Notices

Any notice, consent, approval, waiver or other communication in connection with the Agreement may be given by a party by electronic communication to an email address provided by the other party. Such messages will be deemed to be received one hour after the electronic communication is recorded as being sent by the device from which the sender sent that electronic communication, unless the sender knows or could reasonably be expected to know that an electronic communication system has failed and as a result, the electronic communication was not received. BASD may provide notices to the Customer by displaying the notice to the Customer on or via the Platform or otherwise making the notice reasonably accessible to the Customer on or via the Platform.

Notices to BASD may be sent to hello@basd.com, or to BASD Pty Ltd, Level 1, 466 Malvern Road, Prahran VIC 3181, Australia.

17. General

17.1 Acceptance and electronic execution

1. This Agreement may be signed in any number of counterparts. All signed counterparts taken together constitute one document.
2. The parties consent to this Agreement being signed by or on behalf of a party by electronic signature. In this clause, 'electronic signature' means a digital signature or other visual representation of a person's handwritten signature or mark placed or typed on a copy of this document by electronic or mechanical means (or any other means of electronic signing used by agreement between the parties) and electronically signed has a corresponding meaning.
3. Where this Agreement is electronically signed by or on behalf of a party, the party warrants and agrees that the electronic signature has been used to identify the person signing and to indicate that the party intends to be bound by this Agreement.
4. Each party consents to the exchange of counterparts of this Agreement by delivery by email to the party or its legal representative or other electronic means of exchange as the parties may agree.
5. The parties agree that a printed copy of a counterpart of this Agreement that a party signed by electronic signature will be taken to be duly executed by that party.

17.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.

17.3 Force Majeure

1. If a party is prevented, hindered or delayed from performing its obligations under this Agreement by a Force Majeure Event, then as long as that situation continues, that party will be excused from performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly.
2. If a party is affected by a Force Majeure Event it will immediately give the other party a notice of its occurrence and its effect or likely effect, and use all reasonable endeavours to minimise the effect of the Force Majeure Event and to bring it to an end.
3. If a Force Majeure Event prevents a party's performance for more than thirty (30) days, the other party may terminate this Agreement on written notice.
4. This clause 17.3 does not apply to any obligation of the Customer to pay the Fees or other amounts payable to BASD under this Agreement.

17.4 Subcontracting

The Customer acknowledges and agrees that BASD may subcontract the performance of any of BASD's obligations or the exercise of any of BASD's rights under the Agreement as BASD considers appropriate from time to time, provided that BASD shall at all times remain responsible for complying with BASD's obligations under this Agreement, notwithstanding any subcontracting.

17.5 Relationship between parties

This Agreement does not create a relationship of employment, agency, partnership or joint venture between the parties.

17.6 Severability

A term or part of a term of this Agreement that is invalid, illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the terms of this Agreement will continue in force.

17.7 No waiver

1. No failure to exercise or delay in exercising any right given by or under this Agreement to a party constitutes a waiver and the party may still exercise that right in the future. No single or partial exercise of any right precludes any other or further exercise of that or any other right.
2. Any waiver of any provision of this Agreement or a right created under it must be in writing signed by the party giving the waiver and is only effective to the extent set out in that written waiver.

17.8 Amendment

This Agreement may only be amended or varied by a document in writing signed by each party.

17.9 Assignment

Neither party may assign, novate or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

17.10 Governing law and jurisdiction

This Agreement is governed by the laws in force in Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia and any courts that may hear appeals from those courts about any proceedings in connection with this Agreement.