TERMS AND CONDITIONS

The Service (defined below) is provided by TIME UNBARRED (ABN 23 623 476 773) (TIME UNBARRED, us, we, our). The term ‘You’ or ‘Your’ refers to the Customer.

By creating an Account and accessing the Service, You acknowledge that You have read, understood, and agree to be bound by this agreement which incorporates our Privacy Policy. If You do not agree to the terms of this agreement, You cannot use the Service.

  1. Overview

The Service is a tool intended for use by Australian construction contractors to manage the notification and claims process for variations and delays in construction contracts between You and other parties. The Service automates the preparation of the relevant notification and claim forms, keeps track of specific time periods that are important to our claim and reminds You of these time periods via Your chosen communication method.

The Service is based on the terms and conditions found in a broad range of contracts that, in Our experience, are in frequent use around the English-speaking world.

As a result:

    1. the Service is not customised to the requirements of your particular contracts;
    2. the Service is not a substitute for reading, understanding and complying with your contractual obligations as they relate to a particular contract;
    3. the Service is not intended to be legal advice or a substitute for legal advice;
    4. using the Service does not guarantee that you will be paid additional monies in relation to a contract;
    5. using the Service does not guarantee that you will not be held liable for any delays in relation to a contract or otherwise be granted an extension of time;
    6. using the Service does not guarantee that a dispute between you and other parties will be prevented or resolved at all or in a particular way.
  1. Requirements

    1. To use the Service, You must:
      1. be over 18 years of age;
      2. be capabler of forming a legally binding contract;
      3. create an Account with a unique username and password;
      4. in Your Account, provide Your full name and e-mail address; and
      5. in Your Account, provide Your credit card details.
    2. We reserve the right to:
      1. request further information from You (e.g. mobile number, gender, etc) before granting access to certain content, features and functionality in the Service;
      2. request documentation from You to enable us to verify the information You provide in Your Account is true and correct (including verifying Your identity) before granting You access to the Service;
      3. not grant You access to the Service if You do not provide the information requested by us under this agreement, or if we are otherwise unable to verify the information You provide to us to our satisfaction.
  1. Term

3.1 Term

a. This agreement commences from the time You create Your Account and continues until terminated by either party (Term).

  1. Fees

4.1 Amount Payable
    1. You acknowledge that, by creating an Account, You are agreeing to pay us the Access Fee for access to the Service for You and Your Users for the Access Period (and subsequent renewals of that period) on the terms set out in this agreement.
    2. The Access Fee will be charged in advance of each Access Period. The first Access Period starts (and You will be granted access to the Service) when You create Your Account and pay Your first Access Fee.
    3. At the end of the first Access Period and each Access Period thereafter, we will automatically renew Your access to the Service and charge You the Access Fee.
    4. Unless expressly stated otherwise, all Access Fees are GST inclusive.
    5. You warrant that all details You provide to us in Your Account are current, correct and complete, that You are an authorised user of the account or credit or debit card given in Your Account and that Your nominated account or credit or debit card will cover the full cost of the purchase.
    6. If we are unable to successfully process Your account or debit or credit card payment, we or our Payment Provider will notify You and You will not be granted access to the Service or be allowed to continue to access the Service.
    7. The payment provider used by us to process payment of the Access Fee (Payment Provider) is not owned or controlled by us. We do not assume any responsibility for, or liability in relation to, the Payment Provider’s service, actions or omissions. Your use of the Payment Provider is at Your own risk. You agree that we are not responsible for any loss or damage of any kind relating to Your dealings with the Payment Provider.
  1. Service

5.1 Our obligations to provide the Service
    1. We must make the Service available to You (and Your Users) during the Term and on the terms set out in this agreement.
    2. Subject to Your compliance with the terms of this agreement, we grant to You the non-exclusive, non-transferrable, non-sublicensable right to use the Service and Our Materials during the Term.
5.2 Use and Access
    1. You must:
      1. not assign, sublicense, license, sell, lease, rent or otherwise make the Service or Our Materials available to third parties or use the Service to provide outsourced or bureau services to any third party;
      2. ensure that any access to and use of the Service and Our Materials is solely for Your own business purposes; and
      3. ensure that both You and Your Users take all reasonable steps to safeguard access to the Service and Our Materials.
5.3 Restrictions
      1. All rights not expressly granted to You under this agreement are reserved to us.
      2. You must not, and must ensure that Your Users do not:
        1. copy, modify, translate, enhance or adapt the Service or Our Materials;
        2. attempt to reverse engineer, disassemble, or decompile the Service or determine or attempt to determine any source code, algorithms, methods or techniques used or embodied in the Service or Our Materials;
        3. distribute, sell, sublicense, rent, transfer or otherwise dispose of the Service or Our Materials;
        4. advertise or attempt to create any competitive product or any service which has features or functionality the same as or similar to the features and functionality of the Service or copy any features, functions, graphics or interfaces of the Service or Our Materials;
        5. exploit or use the Service or Our Materials otherwise than as permitted under this agreement, including providing the Service or Our Materials to a third party;
        6. attempt to create any competitive product or any service which has features or functionality the same as or similar to the features and functionality of the Service or Our Materials or copy any features, functions, graphics or interfaces of the Service or Our Materials;
        7. use the Service or Our Materials to:
          1. defame, abuse, harass, stalk, threaten or intimidate others;
          2. impersonate another person;
          3. solicit money or passwords from other Users;
          4. infringe the intellectual property rights of any person;
          5. publish, exchange or communicate comments to offend or insult others (which will be judged in our sole and absolute opinion);
          6. publish, distribute or otherwise disseminate information which is false, inaccurate, misleading or deceptive, unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy right or right of publicity, or racially or ethnically objectionable or inappropriate (which will be judged in our sole and absolute opinion);
        8. hack into or insert malicious code, including viruses, trojans, worms, logic bombs or other harmful or destructive code or data, into the Service or Our Materials or any operating system, including through password mining, phishing or other means;
        9. use automated scripting tools or software in connection with the Service or Our Materials;
        10. circumvent the structure, presentation or navigational function of the Service or Our Materials so as to obtain information that we have chosen not to make publicly available through the Service or Our Materials;
        11. share Personal Information about Users with other Users or any third party;
        12. breach the confidence of or otherwise violate the legal rights of others, including other Users;
        13. transmit any unsolicited advertising, promotional materials (including in relation to any contest or pyramid scheme), surveys, chain letters or any other forms of solicitation, unless expressly authorised by us;
        14. harvest information about other Users in order to transmit, or facilitate the transmitting of such materials as listed in clause 5.13 above;
        15. interfere with or disrupt the software or systems used to host the Service, Our Materials, or other systems, equipment or networks connected to the Service or Our Materials;
        16. disrupt an exchange of information between Users or otherwise act in a manner that negatively affects other Users, including through a denial-of-service attack or a distributed denial-of-service attack;
        17. supply another service, or obtain information which You either incorporate into Your own service or product to enhance Your service or product or Your business in any way, such as to create potential customer lists. Any commercial use of the Service or Our Materials beyond what is expressly approved in this agreement requires our prior written approval;
        18. supply third party advertising services (e.g. Google advertising) on or through the Service;
        19. remove any product identification, proprietary, copyright or other notices contained in the Service or Our Materials;
        20. use, or permit the use of, the Service or Our Materials in any manner that would be materially detrimental to or inconsistent with our name, goodwill, reputation and image and our products and services (which will be judged in our sole and absolute opinion );
        21. provide access to the Service to individuals who are not Your employees or authorised contractors without our permission;
        22. circumvent or disclose the user authentication or security of the Service or Our Materials; or
        23. make any use of the Service or Our Materials that violates any applicable law or regulation.
5.4 Your responsibilities regarding access
      1. You acknowledge and agree that:
        1. You and Your Users are solely responsible, at Your cost, for providing all equipment, facilities and connectivity, including web browser, and internet access or telecommunications services (for example, data stored on third party servers), necessary to use and access the Service and Our Materials (Your Systems); and
        2. our ability to provide the Service and Our Materials will be dependent on You complying with Your obligations to ensure that Your Systems (and Your Users’ systems) are compatible with, and remain compatible with, the Service and Our Materials.
      2. You agree that You are responsible for any person accessing or using the Service and Our Materials through the access provided to You.
      3. We reserve the right to monitor use of the Service and Our Materials by You or any other person, but have no obligation to do so.
5.5 Our obligations regarding security
      1. We will use commercially reasonable security measures consistent with industry standards (such as password and firewall protection and encryption) in providing the Service and Our Materials.
5.6 Our obligations regarding the Support
      1. We will use reasonable endeavours to provide You with assistance to help You use the Service by e-mail (Support).
      2. We will provide the Support as soon as reasonably practical having regard to various factors including the availability of our resources and personnel, Your availability and time zones.
      3. You acknowledge and agree that we are under no obligation to provide You any minimum level or specified amount of Support.
5.7 Modification of the Service
      1. We may, on reasonable notice to You, change or modify the Service at any time.
      2. We may provide new major functionality or features for the Service which You may use at Your discretion. You acknowledge that we may charge for any new major functionality or features which You choose to use.

  1. Access

6.1 Your Responsibilities
      1. You must ensure that all Your Users comply with the terms of this agreement.
6.2 Your Data and the Outputs
      1. We do not own the Intellectual Property Rights in Your Data.
      2. You grant to us the non-exclusive, perpetual, royalty-free licence to:
        1. use, reproduce, modify, upload, display, publish, communicate, distribute or otherwise make available Your Data and the Outputs (to the extent they incorporate Your Data) for the purpose of us providing the Service to You and Your Users;
        2. use Your Data and the Outputs (to the extent they incorporate Your Data) for the purpose of us further developing the Service and Our Materials including but not limited to improving its functionality and algorithms; and
        3. use, reproduce, modify, upload, display, publish, communicate, distribute, sell, exploit or otherwise make available Your Data and the Outputs (to the extent they incorporate Your Data) on an anonymised basis for any purpose whatsoever.
      3. You acknowledge that You are responsible for:
        1. entering Your Data into the Service;
        2. the content of Your Data supplied by You and Your Users;
        3. where Your Data is stored on or generated by Your Systems (including third party servers), the availability of and connectivity to that data; and
        4. complying with the Privacy Act 1988 (Cth) and all other applicable data privacy and protection laws, rules and regulations, including those of other countries, in relation to Your Data.
      4. You warrant that You have obtained all permissions necessary for us to deal with Your Data as contemplated by this agreement and that we are lawfully able to deal with Your Data as contemplated by this agreement.
      5. We may remove any of Your Data if we reasonably consider that it breaches any law or third party rights or otherwise does not comply with the terms of this agreement.

  1. Privacy

    1. Without limiting Your obligations under clauses 4 or 5, You must:
      1. not provide us with Personal Information (including any Sensitive Information) about any individual unless You have the express consent of that individual to do so;
      2. if You do provide us with Personal Information about an individual, before doing so You:
        1. must tell that individual that You will be providing their information to us and that we will handle their information in accordance with our Privacy Policy (as amended from time to time);
        2. must provide that individual with a copy of (or refer them to) our Privacy Policy; and
        3. warrant that You have that individual’s consent to provide their information to us; and
      3. otherwise comply with our Privacy Policy.
    2. You hereby agree to indemnify us in relation any loss, damage, costs or expenses, whether direct or indirect, we suffer or incur as a result of Your breach of clauses 4 and 5 , including but not limited to legal costs.
    3. Terms used in clause 6 have the meanings given to them in the Privacy Act 1988 (Cth).

  1. Intellectual Property

8.1 Intellectual Property Rights
    1. You acknowledge that:
      1. we own all Intellectual Property Rights in the Service, Our Materials and any Feedback;
      2. this agreement does not assign to You any Intellectual Property Rights in the Service, Our Materials or any Feedback.
8.2 Feedback
    1. You acknowledge that any Feedback provided to us may involve the creation of Intellectual Property Rights and that we may incorporate the Feedback (including any Intellectual Property Rights therein) into future versions of the Service and Our Materials at our sole discretion.
    2. You acknowledge that You will not be remunerated or be entitled to any remuneration or any other benefit for providing the Feedback.
    3. In consideration for the Access Fee or Your use of the Service (as the case may be), You:
      1. assign to us, all right, title and interest (including all Intellectual Property Rights) in any Feedback as and when created;
      2. will do all things, including signing documents, as reasonably requested by us, in order to perfect such assignment;
      3. will procure any applicable moral rights consents (in a form approved by us) from those individuals involved in the creation or development of the Feedback.
    4. You must not use, publish or disclose any Feedback to any third party.
    5. You must not make any patent application or other application to register any Intellectual Property Rights in respect of the Feedback.
    6. If we consider that the Feedback or any part thereof warrants pursuing patent protection, or any other form of intellectual property protection, You must provide all assistance requested by us to pursue and secure such protection solely in our name, or the name of another person or entity nominated by us.

  1. Confidential Information

9.1 Obligations of confidence
    1. A party must only use the Confidential Information of the other party for the purpose of performing its obligations under this agreement.
    2. A party must keep the other party’s Confidential Information confidential and must only use it for the purpose for which it was disclosed.
    3. Subject to this clause 8, a party must not disclose the other party’s Confidential Information without the prior written consent of the other party.
9.2 Exceptions
    1. A party is not bound by this clause 8 in relation to information which:
      1. becomes generally available to the public without a breach of this clause 8;
      2. has been independently created, developed or acquired by that party; or
      3. has been independently disclosed, without an obligation of confidentiality, to that other party, its employees or subcontractors.
    2. A party may only disclose the Confidential Information of the other party to those of its employees, agents or sub-contractors who:
      1. need to know; and
      2. have executed a written agreement with the first-mentioned party to keep the Confidential Information confidential and not to use the Confidential Information on terms similar to this clause.
    3. A party may disclose Confidential Information to the extent required by law where the disclosure is required by the operation of law or in order to comply with any rules or regulations of any internationally recognised securities exchanges provided that the first-mentioned party does the following:
      1. immediately notifies the other party of the requirement;
      2. takes all reasonable steps to lawfully resist or narrow the requirement to disclose the Confidential Information; and
      3. assists and cooperates with the other party if the other party seeks to limit or resist the requirement for the Confidential Information to be disclosed.
    4. Notwithstanding anything else to the contrary in this agreement, we may use Your Confidential Information (including Confidential Information in Your Data and the Outputs) to the extent necessary to:
      1. exercise our rights and comply with our obligations under this agreement, including the obligation to make the Service available to You and Your Users; and
      2. allow Us to incorporate the Feedback into future versions of the Service and Our Materials in accordance with clause 4 above;
      3. develop, enhance, use and commercially exploit:
        1. Your Data and the Outputs (to the extent they incorporate Your Data) in accordance with the terms of this agreement; and
        2. any Feedback which is incorporated in the Service, Our Materials or both.

  1. Risk

    1. You acknowledge that:
      1. You have been solely responsible for Your selection of the Service to achieve Your intended results and for Your use of and the results obtained from Your use of the Service;
      2. we provide no warranty or assurance as to the accuracy, validity or fitness for a particular purpose of the Service or Our Materials, including the Outputs. The Service and Our Materials are provided “as is” and Your use (and Your Users’ use) of the Service and Our Materials is at Your (and Your Users’) own risk;
      3. specifically, we provide no warranty or assurance that Your use (and Your Users’ use) of the Service will result in:
        1. You or Your Users receiving compensation or relief of any kind for delays in relation to a contract or project;
        2. You or Your Users not being held liable for delays in relation to a contract or project;
        3. You or Your Users being granted an extension of time in relation to a contract or project;
        4. compliance with Your contractual and legal obligations towards third parties;
        5. the prevention of disputes between You and third parties;
        6. the resolution of disputes between You and third parties at all or in a particular way;
        7. the variation of the contractual rights and obligations of You or Your Users.
      4. the Service is not customised to the specific requirements and clauses of Your particular contracts and projects;
      5. Your use (and Your Users’ use) of the Service is not:
        1. a substitute for independently understanding and complying with Your contractual and legal rights and obligations in relation to Your contracts with others;
        2. intended to be legal advice or a substitute for legal advice;
      6. You (and Your Users) are solely responsible for Your access (and Your Users’ access) to the Service through Your internet service provider (and Your Users’ internet service provider) and that we will not be responsible for any connectivity issues or any damage to equipment used by You (or Your Users) to access the Service;
      7. we are not responsible for the unavailability of the Service or Our Materials or the unavailability or loss of Your Data;
      8. we are not responsible for any Losses that You or Your Users may suffer arising from using the Service, Our Materials or Your Data;
      9. You are solely responsible for ensuring that You and Your Users have all the necessary licences and agreements to access or use any third party websites or services to be used in conjunction with the Service and Our Materials;
      10. any Feedback provided will not necessarily result in changes to the Service or Our Materials provided under this agreement or in future versions of the Service or Our Materials;
      11. the Service contains content over which we exercise no editorial control; and
      12. although we do not monitor or exercise any editorial control over the content, we reserve the right:
        1. to access or examine any content; and
        2. at our discretion move, remove or disable access to the content which we consider, in our sole opinion to breach any applicable law or to be otherwise unacceptable.
  1. Your Warranties

    1. You warrant that:
      1. You have all the rights and authority necessary to enter into and perform Your obligations under this agreement;
      2. Your use (and Your Users’ use) of the Service will not infringe any copyright, patent or trade mark, or any other intellectual property or proprietary rights (including rights to confidential information) of any third party;
      3. Your Data and any Feedback do not infringe any copyright, patent or trade mark, or any other intellectual property or proprietary rights (including rights to confidential information) of any third party; and
      4. You (and Your Users) will comply with all requirements and restrictions under this agreement, as well as all applicable laws, rules and regulations.
  1. Exclusions and Limitations of Liability

12.1 Exclusion
    1. All terms, warranties and representations not expressly stated in this agreement are excluded from this agreement to the extent permitted by law.
12.2 Non-excludable rights
    1. Nothing in this agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any statute or regulation which cannot lawfully be excluded, restricted or modified (Non-Excludable Provision).
    2. Subject to clause 4, and to the extent that we are able to limit our liability for breach of a Non-Excludable Provision, our liability is limited, at our option, to:
      1. in the case of goods, replacing or repairing the goods or supplying equivalent goods, or paying for the cost of replacing or repairing the goods or of acquiring equivalent goods; and
      2. in the case of services, resupplying the services, or paying the cost of resupplying the services.
12.3 Maximum Liability
    1. Except as provided in clauses 4 and 10, our maximum total aggregate liability for all loss, damage, cost or expense arising under or in relation to this agreement, whether in contract, tort (including negligence), equity, under statute, or on any other basis is limited to the Access Fees received by us under this agreement in the one (1) month period preceding the event giving rise to the liability.
    2. We are not liable for any (together, Losses):
      1. lost profits, lost revenue, loss of opportunity, loss of management time or failure to realise anticipated savings, loss of or damage to reputation or goodwill, personal injury, loss of life, accident, harm, incurred or suffered by a person; or
      2. special, indirect, incidental or consequential damages, losses, costs, or expenses.
12.4 Reduction of Liability
    1. Our liability to You under or in relation to this agreement is reduced to the extent that Your acts or omissions, or those of a third party, contributed to or caused the liability.
12.5 Indemnity
    1. You indemnify us from and against any damage, loss (including all Losses), cost, expense, harm or liability incurred by us arising out of or in connection with or in respect of any claim, demand, suit, action or proceeding by any person against us where such damage, loss (including all Losses), cost, expense, harm or liability arose out of, in connection with, or in respect of:
      1. Your and Your Users’ use of the Service;
      2. Your breach of this agreement;
      3. Your Users’ breach of this agreement;
      4. any person accessing or using the Service through Your access in breach of this agreement;
      5. any act or omission (including negligence) of You, Your Users or Your agents in any way relating to this agreement.
  1. Suspension

    1. We may temporarily suspend Your access (including Your Users’ access) to the Service and Our Materials:
      1. if:
        1. we reasonably consider that the continued use of the Service or Our Materials may result in harm to the Service or Our Materials, other customers or the rights of third parties;
        2. we reasonably consider that You, any User or any person who accesses the Service or Our Materials through You are using the Service or Our Materials for an unlawful or improper purpose; or
        3. we are required to do so to comply with a direction by a competent authority or regulator,
      2. and we will endeavour to contact You immediately to inform You of this; or

      3. on 24 hours’ notice to You if:
        1. You are in breach of any obligations under this agreement; or
        2. without limiting clause 1.2, You fail to pay any amount when due under this agreement.
    2. You acknowledge that we are not responsible for any Losses arising from the suspension of Your access (or Your Users’ access) to the Service or Our Materials under this clause.
  1. Termination

14.1 Termination by You
    1. You may terminate this agreement any time by visiting the Website and selecting the cancellation option.
    2. Termination is effective on the date we notify You that Your access has been cancelled pursuant to Your request..
14.2 Termination by Us
    1. We may terminate this agreement by notice to You if:
      1. You or any of Your Users have used the Service in breach of this agreement or any other applicable law or regulation;
      2. You provide erroneous or insufficient information in relation to Your payment method, billing details (including if the billing details You provide are different from the details Your financial institution has on record) or shipping address;
      3. we know or suspect that You intend to on-supply the Service or Our Materials to other parties in trade or commerce or otherwise in breach of this agreement;
      4. we know of or suspect any fraudulent or dishonest activity in relation to Your Account or Your subsequent use of the Service or Our Materials;
      5. You become, threaten or resolve to become or are in jeopardy of becoming subject to any form of insolvency administration;
      6. You cease or threaten to cease conducting business in the normal manner except through amalgamation or merger; or
      7. You enter into or propose to enter into a scheme, composition or arrangement with any of Your creditors.
14.3 Events on termination or expiry
    1. On termination or expiry of this agreement, however caused and for whatever reason:
      1. Your access (and Your User’s access) to the Service and Our Materials will be terminated; and
      2. You will not receive a refund of any fees or other amounts already paid to us.
    2. Termination or expiry of this agreement (or any element of it) shall not affect any rights, obligations or liabilities of either party which shall have accrued before termination or expiry.
  1. Notices

    1. We may give notice to You under this agreement by direct communication to the email or mailing address provided in Your Account.
    2. You may give notice to us by email at i[email protected]
  1. General Provisions

16.1 Relationship of the parties
    1. Nothing in this agreement creates an agency, partnership, joint venture or employment relationship between the parties or any of their respective employees, agents or contractors.
16.2 Amendments
    1. This agreement may only be varied by written agreement signed by both parties.
16.3 Entire Agreement
    1. This agreement constitutes the entire understanding between us and You to the exclusion of any previous communications, representations or agreements between the parties whether verbal or written.
16.4 Assignment
    1. We may assign our rights and novate our obligations under this agreement at any time by notice to You and You hereby consent to such novation.
    2. You may only assign a right under this agreement with our prior written consent.
16.5 Further Assurance
    1. Each party must promptly execute all documents and do all things that another party from time to time reasonably requests to effect, perfect or complete this agreement and all transactions incidental to it.
16.6 Severance
    1. If any part of this agreement is void or unenforceable that part will be severable from and will not affect the enforceability of the remaining provisions. If such a severance goes to the essence of this agreement, either party may terminate this agreement immediately by notice.
16.7 Waiver
    1. A failure or delay by a party to exercise any right or remedy it holds under this agreement or at law does not operate as a waiver of that right.
    2. A single or partial exercise by a party of any right or remedy it holds under this agreement or at law does not prevent the party from exercising the right again or to the extent it has not fully exercised the right.
16.8 Governing law and jurisdiction
    1. This agreement is governed by the laws in force in the State of Western Australia, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the Courts of Western Australia, Australia.
  1. Definition and Interpretation

    1. In this agreement, the following definitions apply:
    2. Account means the user account created by You in order to access the Service which contains, among other things, the Customer’s name, , contact details, payment details and choice of Access Plan.
      Business Days means Monday to Friday, excluding Western Australian public holidays.
      Confidential Information of a party means (whether or not in material form and whether or not disclosed before or after the execution of this agreement) any information of whatever kind disclosed or revealed by that party to the other in relation to this agreement that:
      (a)     is by its nature confidential; or
      (b)       is designated by a party as confidential; or
      (c)        the receiving party knows or reasonably ought to know is confidential, and includes information that:
      (d)       relates to, or is confidential in relation to, a third party, if a party is under an obligation of confidence to that third party in relation to that information;

      (e)       is information obtained or developed by the receiving party in whole or in part through observation or examination of confidential information, demonstrations, or materials supplied by the disclosing party or any analyses, compilations, studies or other information prepared by the receiving party which incorporates the disclosing party’s Confidential Information,

      and in our case includes the Service, Our Materials and the Feedback, and in Your case includes Your Data.

      Customer means the person or entity specified as the “Customer” in Your Account.
      Feedback means any and all feedback, comment, critique and analysis  arising as a result of Your use (including Your Users’ use) of the Service and Our Materials and includes all feedback on the Service itself, ideas for improvements, changes, variations, enhancements, adaptations or modifications to the Service and Our Materials.
      Intellectual Property Rights means all:
      (a)      rights in inventions, discoveries and novel designs, whether or not registered or registrable as patents or designs, including developments or improvements of equipment, products, technology, processes, algorithms, methods or techniques;
      (b)     copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist;
      (c)      trade marks (whether registered or unregistered) and domain names;
      (d)     rights to prevent the use and disclosure of Confidential Information, including know-how;
      (e)      proprietary rights under the Circuit Layouts Act 1989 (Cth).
      Losses means the term defined in clause 12.3.
      Our Materials means any materials (not including Your Data) owned by us or produced by, on behalf of, or with us related to the performance of this agreement and includes, among other things:
      (a)           all content available on the Website including all text, data, forms, images, videos, but excluding Your Data;
      (b)           user documentation and user manuals;
      (c)            all documentation and other materials (include source code) created in providing the Support;
      (d)           the Outputs;
      (e)           all other source code, object code, software libraries and additional software including tracking links, application programming interfaces (i.e. APIs), software development kits (i.e. SDKs), plugins and server-side modules relating to the Service or provided by us to You for use with the Service.
      Outputs means all reports, statistics, outputs and other analyses produced or generated by or through the Service.
      Personal Information has the meaning given to it by the Privacy Act 1988 (Cth).
      Privacy Policy means the Privacy Policy as amended from time to time available at our Website.
      Service means the online platform provided by us known as “Time Unbarred” consisting of:
      (a)           the Website;
      (b)           the messaging service which allows messages to be sent by e-mail and text message from us to You and Your Users;
      (c)            such other products as we may add from time to time by notice to You.
      Support has the meaning given to it in clause 5.6.
      Term has the meaning given to it in clause 3.
      Users mean all users who are permitted to use the Service.
      Website means the website hosted at www.timeunbarred.com
      Your Data means all data, content, materials and information entered by You and Your Users into the Service, but excludes Feedback.
      Your Systems has the meaning given to it in clause 5.4(a)(i).
      Your Users means You, Your employees and authorised contractors whom the Customer allows to access and use the Service.
    3. In this agreement, unless the context otherwise requires:
      1. the singular denotes the plural and vice versa;
      2. other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;
      3. a person includes a company, trust, partnership, joint venture, association, body corporate or governmental agency;
      4. a reference to a thing includes a part of that thing;
      5. a reference to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision;
      6. a reference to any document or agreement is to that document or agreement as amended, novated, supplemented or replaced; and
      7. an agreement which binds or benefits two or more persons binds or benefits those persons jointly and severally