1. PURPOSE
1.1 This EULA concerns the rights of Customers to use and access the Services known as Business Propel.
1.2 Business Propel comes in three versions, Business Propel Professional, Business Propel Premium, and Business Propel Free. Each version has differing functionality and rights of use.
1.3 Business Propel Professional includes a right to grant a Customer one or more Business Propel Premium non-exclusive, non-assignable licences (on the terms of this EULA), in each case, subject to the payment to us of applicable Fees and up to the applicable maximum number of EULAs as we may allow (as the case may be).
1.4 Business Propel Free has less functionality but does not require the payment of Fees.
1.5 Irrespective of the version, the Services include access via the Platform to Diagnostic Assessment tools to assess one’s business, generate Diagnostic Reports to make plans for such business, and track progress. You will also have access to news and articles.
1.6 This EULA comprises Product + Services Conditions for the purposes of the Platform Access Conditions.

2. AUTHORITY + LICENCE
2.1 We authorise you (through the relevant Authorised Person only) to access and use the Services for the Term in consideration of the payment to us (directly or indirectly) of applicable Fees.
2.2 For the avoidance of doubt, the above licence entitles only Authorised Persons of a single Customer to access and use the relevant Services.
2.3 This authority and licence starts on the Commencement Date and ends:
2.3.1 upon expiry of the Term (unless otherwise extended); or
2.3.2 pursuant to clause 11 (Termination).
2.4 You may during the Term (subject to clause 10 (Intellectual Property), and any other applicable constraints or restrictions, including those we may subsequently impose at our discretion):
2.4.1 (if you are a Business Propel Professional level Customer) search, view, copy, download, customise and print out material containing Know-How for your own business or for the business of a client of your business; or
2.4.2 (if you are a Business Propel Premium or Business Propel Free level Customer)
search, view, copy, download, customise and print out material containing Know-How for your own business only, to the extent that material is offered in accordance with the version of the Platform available to you.
2.5 We grant you during the Term a non-exclusive, non-transferable right and licence to access the Services in accordance with this EULA. Such rights depend upon the version applicable to you in respect of which Fees have been paid.
2.6 You may not modify, copy, enhance, adapt or merge the Software with other software or otherwise use the Software other than expressly allowed by this EULA, or with our prior written consent.
2.7 You must not do or permit the following:
2.7.1 assign or transfer any of your rights under this EULA or (subject to such rights as may be given from time to time) grant sub-licenses of any of your rights under this EULA;
2.7.2 subject to such rights as may be given from time to time, or as contemplated above, permit or assist a third party to use the Know-How or Software or provide it to a third party directly or indirectly;
2.7.3 duplicate, modify, adapt, disclose or distribute any portion of the Software;
2.7.4 reverse engineer or decompile the Software or any part of it, except where permitted by law;
2.7.5 create or attempt to create the source code or any part of it from the Software or from any other information, except where permitted by law;
2.7.6 use or permit the use of the Software or Services to provide any form of bureau service, third party training or for similar activities;
2.7.7 exploit the Know-How or Software other than as expressly permitted by this EULA;
2.7.8 distribute, disclose, market, rent, lease to any third party any portion of the Know-How or Software; or
2.7.9 attempt to create any know-how or software which has features or functionality the same as or similar to the features and functionality of the Know-How and Software.
2.8 Unless we otherwise notify in writing, you may not use the Services unless you have (or another person on your behalf has) paid in full for the Services as applicable to the relevant version of Business Propel.

3. YOUR ACKNOWLEGEMENTS
3.1 We try to ensure that the Services are up-to-date at the date of use (or in the case of Know-How, at the date of publication). We do not represent or warrant that the Services will be reliable, accurate or complete, nor do we accept any responsibility arising in any way from errors or omissions and we make no commitment to update the Know-How.
3.2 The Services may incorporate materials from third parties. You agree that we are not responsible for, and we make no warranties in respect of, examining or evaluating the Services or accuracy. To the full extent permitted by law, we do not accept any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or breach the rights of any other person and that we are not in any way responsible for any such use by you.
3.3 We do not undertake any obligation to consider whether any information provided through the Services is either sufficient or appropriate for your circumstances.
3.4 The Services may include archived information and resources, which may be incorrect or out-of-date.
3.5 We are not required to provide any support services in respect of, or to update or provide, new releases of any software in relation to the Services. We are not required to ensure or maintain any compatibility with any particular hardware or software. The Services are provided “as is”.
3.6 You acknowledge that the Services do not provide legal, financial or accounting advice nor are they a substitute for the same and are provided for your information only. You should make your own enquiries and take independent professional advice tailored to your specific circumstances prior to making any decisions in respect of the Services.
3.7 You acknowledge that by using the Services, you consent and agree that we:
3.7.1 may collect and use Customer Data about you and your use of the Services; and
3.7.2 may collect, use, transmit, process and maintain information related to your account and any devices or computers registered or used for the purposes of providing or receiving the Services.
3.8 To the extent permissible by applicable law, we do not guarantee or warrant that any content or data you may store or access by your use of the Services will not be subject to inadvertent damage, corruption, loss, delayed access or removal and, subject to clause 9, we shall not be responsible should such damage, corruption, loss, delayed access or removal occur.

4. YOUR OBLIGATIONS
4.1 You will comply with the terms of use of this EULA and will not (subject to clause 2 and clause 10):
4.1.1 copy, print out or otherwise reproduce any material relating to any part of the Services, except as permitted under this EULA or authorised by us in writing;
4.1.2 make any part of the Services available to anyone, except as permitted under this EULA or authorised by us in writing;
4.1.3 alter any part of Services;
4.1.4 reproduce, distribute or re-transmit any of the Services in any material form;
4.1.5 upload and/or repost the Services to any other site or online location; or
4.1.6 "frame" the Services with other material on any other website or location, online service or bulletin board.
4.2 You must ensure that nobody, other than Authorised Persons, accesses the Services using accounts created for you.
4.3 You are solely responsible for the appropriate use of the Services for your own use. You are responsible for configuring your own information technology, devices, hardware and software (including web browsers) in order to access the Services.
4.4 You must:
4.4.1 protect the Services and Software from misuse, damage, destruction or any unauthorised use;
4.4.2 supervise and control the use of the Services and Software in accordance with the terms of this EULA; and
4.4.3 if requested by us, issue a notice in a form approved by us or a relevant third party advising of your obligations under this EULA and requiring third parties to take any steps necessary to enable you to comply with those obligations.
4.5 You agree to indemnify us and keep us indemnified from any loss, liability, damage, claim or expense which we may directly or indirectly suffer or incur in consequence of:
4.5.1 your breach of this EULA; and
4.5.2 any breach of any law or obligation by you in respect of the Services, including obligations relating to privacy or data protection.

5. USE OF BUSINESS PROPEL
5.1 Notwithstanding any other provision in this EULA, we may:
5.1.1 change, suspend, remove, or disable access to Business Propel or any part of the Services at any time without notice. In no
event will we be liable (subject to clause 9) for making these changes;
5.1.2 impose limits on the use of or access to certain or all features or portions of the Business Propel in any case and without notice or liability; or
5.1.3 withdraw Business Propel and prevent your use at any time without notice.
5.2 You must comply with the Platform Access Conditions from time to time in force.
5.3 If you fail, or we suspect on reasonable grounds that you have failed, to comply with any of the provisions of this EULA or Platform Access Conditions, we, at our sole discretion, without notice to you may preclude access to or rights of use in respect of Business Propel (or any part).

6. FEES PAYABLE
6.1 You must pay to us all Fees when required.
6.2 If we do not receive the required payment within the specified time period, we may withhold the Services and suspend any rights granted under this EULA until such payment is received.
6.3 Interest on any unpaid amount shall accrue at the rate of 1.5% per month during the period of non-payment, or such lower maximum rate as permitted by law.
6.4 We may pay commissions or other amounts in connection with the grant of this EULA to you.

7. AUDIT RIGHTS
7.1 On request, you must verify to us in writing that the Services have been used by you in accordance with this EULA.
7.2 You must at your cost, assist us in connection with any audit concerning your compliance.
7.3 The rights of audit extend to inspecting your files, computer processors, information technology equipment, software and facilities (including those of your Related Bodies Corporate) wherever situate and you grant us all rights of access as may be required or appropriate to give effect the provisions of this clause 7.
7.4 If, following an audit we reasonably determine that additional, further or revised Fees to use the Services are payable, you agree to pay us for such additional Fees appropriate for your actual use of the Services, together with the costs of the audit.

8. WARRANTIES + REPRESENTATIONS
8.1 Subject to the provisions of this EULA, we warrant that your permitted use of the Services will not infringe upon any person’s Intellectual Property Rights.
8.2 We do not (subject to clause 9 and any relevant laws) warrant that:
8.2.1 the Services are error-free or that such errors or defects may be corrected;
8.2.2 use of or performance of the Services will be uninterrupted;
8.2.3 the functions of the Services will operate in combinations selected by you; or
8.2.4 the results obtained from the Services will be in accordance with your expectations.

9. STATUTORY GUARANTEES + LIMITATION OF LIABILITY
9.1 Certain laws, including the Competition and Consumer Act 2010 (Cth) contain statutory rights in relation to goods and/or services (collectively, the consumer guarantees).
9.2 Nothing in this EULA excludes, restricts or modifies or purports to have the effect of excluding, restricting, limiting or modifying any condition, warranty, term or consumer guarantee or our liability under any such condition, warranty, term or guarantee to the extent the same cannot be excluded, restricted or modified by law.
9.3 Subject to clause 9.2, we do not give any guarantee, indemnity or warranty or make any representation of any kind, express or implied, with respect to the supply by us of any goods or services to any person, except as expressly set out in clause 8.1 of this EULA.
9.4 Subject to clause 9.2, our aggregate liability to you under or in connection with this EULA, however arising, is limited at our option to:
9.4.1 in the case of goods - the replacement of the goods, the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods; or
9.4.2 in the case of services - the supplying of the services again or the payment of the cost of having the services supplied again.
9.5 In no circumstances will we be liable to you or your successors in title or permitted assignees for Consequential Loss arising out of, in connection with or relating to the performance, breach, termination or non-observance of this EULA.

10. INTELLECTUAL PROPERTY RIGHTS
10.1 You must notify us in writing if you become aware of:
10.1.1 any infringement of any of our Intellectual Property Rights;
10.1.2 any defect in the Services or Software; or
10.1.3 any material matters that may be of concern to us concerning the Services or this EULA which come to your attention.
10.2 You acknowledge:
10.2.1 that our exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to the Services and associated materials, including any enhancements, Modifications and derivative works, shall at all times be and remain our exclusive property; and
10.2.2 that you have no rights whatsoever in or to any such Intellectual Property Rights, except in relation to material or content that is created by you under the rights afforded to you at clause 2, but only to the extent that the material or content created by you is substantially different from any material or content available to you as part of the Services.
10.3 Subject to the provisions of this EULA, all rights, including but not limited to all Intellectual Property Rights related to or arising in respect of or concerning the grant of EULAs, the Services and our business (collectively, Relevant Rights), are expressly reserved to us and you must not use the Relevant Rights without our prior written consent. You shall acquire no Relevant Rights and must not claim ownership of or a right to use any Relevant Rights in any form or manner.
10.4 You must not do anything that will or is likely to damage or diminish the Relevant Rights or the reputation of NSW Business Chamber and its Affiliated Entities.
10.5 You must not remove any copyright, attribution or trade mark notices contained on the material available to you as part of the Services unless you have our written consent.
10.6 You must comply with all restrictions as may be applied to your access and use of the Services depending on the version of Services that you have access to, or as otherwise applied to you by us.

11. TERMINATION
11.1 We may immediately terminate this EULA by notice in writing to you if:
11.1.1 you fail (or a relevant person on your behalf fails) to pay any sum payable under or in respect of this EULA, on or before the due date for payment of that sum;
11.1.2 we decide to withdraw the Services;
11.1.3 we end an applicable trial, evaluation period, or your right to use Business Propel Free; or
11.1.4 you breach any term of this EULA and you do not remedy the default or breach (if capable of remedy) to our full satisfaction within 7 days after your receipt of a notice from us specifying the relevant breach.
11.2 Upon termination of this EULA neither party will have any further obligations under this EULA other than:
11.2.1 in respect of any liability for antecedent breach; or
11.2.2 any liability in respect of provisions of this EULA which are expressed to continue in full force and effect notwithstanding termination.
11.3 Upon Termination of this EULA, you must immediately:
11.3.1 cease to use the Services;
11.3.2 destroy all copies of log-in details and passwords; and
11.3.3 promptly take such further steps as we may require to vest in us all our Intellectual Property Rights.
11.4 The following clauses of this EULA shall continue in full force and effect notwithstanding termination of this EULA: clauses 3 (your acknowledgements), 7 (audit rights), 9 (statutory guarantees + limitation of liability) 10 (intellectual property rights), 11.2 to 11.4 inclusive (termination), 12 (assignment), 13 (governing law) and 14 (definitions).

12. ASSIGNMENT
12.1 You may not assign, dispose of or otherwise transfer this EULA or any rights or obligations under this EULA without our prior written permission.
12.2 We may assign, in part or in full, our rights under this EULA without your consent.
12.3 Subject to this clause 12, this EULA shall be binding on the parties and their respective successors and permitted assigns.

13. GOVERNING LAW
This EULA is governed by the laws of New South Wales which shall have non-exclusive jurisdiction with respect to any disputes.

14. DEFINITIONS
14.1 Personal pronouns: Except where the context otherwise provides or requires:
14.1.1 the terms we, us or our refers to NSW Business Chamber (or its assignee); and
14.1.2 the terms you or your refers to the relevant Customer.

In this EULA, unless the context otherwise requires or provides:

Affiliated Entities means NSW Business Chamber's subsidiaries, affiliates, associated entities and relevant partners as the case may be or the context requires from time to time.

Authorised Person means the relevant named nominees of the Customer who have been accepted by us from time to time as an authorised user of Business Propel Professional, Business Propel Premium, or Business Propel Freemium via the Platform on behalf of the relevant Customer.

Business Propel means the service offered via the Platform known as Business Propel (in Professional, Premium, and Free versions) comprising, as the case may be, the Diagnostic Assessment resulting in a Diagnostic Report, with ancillary and related content, functionality, materials, know-how and other attributes from time to time which is made available under licence from NSW Business Chamber via the Platform.

Commencement Date means the date you are first issued with a valid unique username and password (or the date the same is extended for use for a further period), pursuant to a Notification Form, or otherwise, as may be applicable.

Consequential Loss means any indirect, consequential, special or incidental loss or damage suffered by a party to this EULA including loss of profits, revenue, loss or corruption of data, goodwill, bargain, opportunities and loss of anticipated savings or other such loss or damage which may fairly and reasonably be considered not to arise naturally, that, is not according to the usual course of things, from the breach or other act or omission giving rise to the relevant liability.

Customer means customers who have acquired (subject to payment of relevant Fees to us directly or indirectly) a right of use under this EULA. This includes users of Business Propel Free.

Diagnostic Assessment means the macro and micro business diagnostic and assessment functionality of Business Propel.

Diagnostic Report means the report produced as an output of use of the Diagnostic Assessment, which may include advice, action plans and business plans.

EULA means this End User Licence Agreement for use of Business Propel on the Platform by Customers (including for these purposes the Authorised Persons in respect of such Customers).

Fees means the licence fees payable from time to time for the use by you of the Services.

Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trademarks, domain names, trade secrets, know-how, confidential information, and all other similar proprietary rights and all extensions and renewals thereof anywhere in the world which currently exist and/or are recognised in the future.

Know-How means know-how provided by us to you by use of the Services comprising a comprehensive library of news and articles.

Material means any software, hardware, firmware, equipment, tools, methodology or process, data, documentation or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions.

Modification means, in relation to the Software, any adaptation or derivative of the Software within the meaning of the Copyright Act 1968 (Cth).

Notification Form means a document or process (including electronic) in such form from time to time determined by us.

NSW Business Chamber means NSW Business Chamber Limited ABN 63 000 014 504 (trading as Australian Business Consulting & Solutions) of 140 Arthur Street, North Sydney, NSW 2060.

Platform Access Conditions means the terms and conditions of access to the Platform and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Platform, as amended from time to time.

Platform means our website at businesspropel.com.au, including its sub-domains, provided or operated by us for the purposes of providing the Services to you.

Related Bodies Corporate means as defined in the Corporations Act 2001 (Cth).

Services means our business diagnostic tool and related services known as Business Propel that we provide via the Platform, which comprises access to and provision of the Diagnostic Assessment, Diagnostic Reports and Know-How using the Software.

Software means the software provided by us or by our suppliers which enables you to use the Services.

Term means, from the Commencement Date, the period specified in the relevant Notification Form or if a period is not specified in the Notification Form, the period ending on the date which is 12 months after the Commencement Date.

 
PLATFORM ACCESS CONDITIONS

1. OUTLINE

1.1 These Platform Access Conditions govern your use of and access to the Platform.
1.2 By using the Platform, you agree to the Platform Access Conditions
1.3 If you do not agree to the Platform Access Conditions, you may not use the Platform.
1.4 We may change, vary or modify all or part of these Platform Access Conditions at anytime at our sole discretion.
1.5 If we adopt new Platform Access Conditions:
1.5.1 we will post the new Platform Access Conditions on the Platform; and
1.5.2 they will thereupon apply to your use of and access to the Platform through your acceptance of them by subsequent or continued use of the Platform.
1.6 It is your responsibility to check these Platform Access Conditions periodically for changes.
1.7 If you object to any variation to these Platform Access Conditions, your only remedy is to immediately discontinue your use of the Platform.
1.8 By using the Platform, you affirm that you are 18 years or over or otherwise possess legal parental or guardian consent.
1.9 As long as you comply with these Platform Access Conditions, we grant you a personal, non-exclusive, non-transferable, limited right to enter and use the Platform.
1.10 These Platform Access Conditions were last updated on 29 June 2017.

2. PRIVACY
2.1 The Privacy Policy applies to your use of the Platform and its terms form an integral part of these Platform Access Conditions.
2.2 The Privacy Policy may be changed from time to time and is effective immediately upon posting such changes on the Platform.
2.3 The Privacy Policy can be found on the Platform here.
2.4 You acknowledge and agree that transmissions on the internet are never completely private or secure and you understand that any message or information you send to or download from the Platform (where permitted) may be read or intercepted by others.

3. PRODUCT + SERVICES CONDITIONS
3.1 The Product + Services Conditions apply to purchases of Products + Services and to the use of specific portions or features of the Platform.
3.2 You agree to abide by such Product + Services Conditions.
3.3 Our obligations, if any, with regard to the Products + Services are governed solely by the Product + Services Conditions pursuant to which they are provided, and nothing on the Platform should be construed so as to alter such Product + Services Conditions.
3.4 We may make changes to any Products + Services offered on the Platform, at any time, without notice (except as may be applicable under relevant Product + Services Conditions).
3.5 The Content on the Platform with respect to Products + Services may be out of date and we make no commitment to update such Content on the Platform.
3.6 Product + Services Conditions may be changed from time to time and are effective immediately upon posting such changes on the Platform.
3.7 Product + Services Conditions may be found on the Platform.

4. ACCESS TO PLATFORM
4.1 While we use reasonable endeavours to ensure that the Platform is available continuously, we do not make any representations or warranties that your access will be uninterrupted, timely, secure, error free, or that any defects will be corrected, or that your use of the Platform will provide specific results or benefits.
4.2 The Platform and its Content is delivered on an as-is and as-available basis.
4.3 Your access to the Platform may be suspended without notice in the case of system failure, maintenance or repair, or any reason beyond our control.
4.4 Except as expressly provided otherwise in the Platform Access Conditions, we reserve the right to change or discontinue any website, page, functionality, feature or service (or part thereof) on the Platform at any time.
4.5 We cannot ensure that any files or other data you download from the Platform (if you are permitted to do so) will be free of viruses or contamination or destructive features.

5. PLATFORM CONTENT
5.1 The Platform contains Content that is protected by our Intellectual Property Rights.
5.2 Except as expressly provided otherwise in the Platform Access Conditions or any relevant Product + Services Conditions, you do not have any right, title or interest in or right of use of any Content on the Platform.
5.3 Except as expressly provided in these Platform Access Conditions or any relevant Product + Services Conditions, no part of the Platform or Content (other than a temporary copy held in your computer's cache) may be copied, stored, altered, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, website or other medium for publication or for any commercial enterprise or use, without our express prior written consent.
5.4 You may use information on our Products + Services purposely made available by us for downloading from the Platform, provided that you:
5.4.1 do not remove any proprietary notice language in copies of such documents;
5.4.2 (except where expressly permitted) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media; and
5.4.3 make no modifications to any such information.

6. REGISTRATION OF USERS
6.1 To access or use certain parts of the Platform, you may be required to register as a user and open an account (including setting up an identification name (ID) and password) and agree to terms and conditions.
6.2 When registering as a user of the Platform, you must:
6.2.1 provide us with accurate, complete and up-to-date registration information, as requested;
6.2.2 provide us with a form of identification to verify your identity, as requested; and
6.2.3 inform us of any changes to your registration information.
6.3 When registering as a user of the Platform, you must not:
6.3.1 register as a user multiple times; or
6.3.2 impersonate or create a user registration for any person other than yourself.
6.4 As a registered user of the Platform, you must:
6.4.1 ensure the security and confidentiality of your user registration details, including any username and/or password assigned to you;
6.4.2 notify us immediately if you become aware of any unauthorised use of your user details; and
6.4.3 not permit your user details to be used by or transferred to any other person.
6.5 You are entirely responsible for all and any activities which occur under your user details as a result of your failing to keep your information secure and confidential (including unauthorised use of your credit card or other payment details).
6.6 We reserve the right to, in our sole discretion, suspend or terminate your use or access to all or any part of the Platform, including if you have breached the Platform Access Conditions or Product + Services Conditions or are no longer an active user of the Platform.

7. USE OF THE PLATFORM
7.1 You must not:
7.1.1 use the Platform in breach of any applicable laws or regulations;
7.1.2 use the Platform (or Content obtained from the Platform):
a) to transmit (or authorise the transmission of) "junk mail," "chain letters," unsolicited emails, instant messaging, "spimming," or "spamming";
b) to impersonate any person or entity;
c) to solicit money, passwords or personal information from any person;
d) to harm, abuse, harass, stalk, threaten or otherwise offend others; or
e) for any unlawful purpose;
7.1.3 use the Platform to upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) any Material that:
a) is not your original work, or which in any way violates or infringes (or could reasonably be expected to violate or infringe) the intellectual property or other rights of another person;
b) contains, promotes, or provides information about unlawful activities or conduct;
c) is, or could reasonably be expected to be, defamatory, obscene, offensive, threatening, abusive, pornographic, vulgar, profane, indecent or otherwise unlawful, including Material that racially or religiously vilifies, incites violence or hatred, or is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
d) exploits another person in any manner;
e) contains nudity, excessive violence, or sexual acts or references;
f) includes an image or personal information of another person or persons unless you have their consent;
g) poses or creates a privacy or security risk to any person;
h) you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
i) contains large amounts of untargeted, unwanted or repetitive content;
j) contains restricted or password only access pages, or hidden content;
k) contains viruses, or other computer codes, files or programs designed to interrupt, limit or destroy the functionality of other computer software or hardware;
l) advertises, promotes or solicits any goods or services or commercial activities (except where expressly permitted or authorised by us); or
m) contains financial, legal, medical or other professional advice;
7.1.4 interferes with, disrupts, or creates an undue burden on the Platform or any systems, or networks connected to the Platform;
7.1.5 use any deep-link, page-scrape, robot, spider, or other automatic device, program, algorithm, or methodology or any similar process to retrieve, index, or in any way reproduce, modify or circumvent the navigational structure, security or presentation of the Platform;
7.1.6 use the Platform with the assistance of any automated scripting tool or software;
7.1.7 frame or mirror any part of the Platform without our prior written authorisation;
7.1.8 use code or other devices containing any reference to the Platform to direct other persons to any other web page;
7.1.9 attempt to gain unauthorised access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any of our servers, or to any of the Products + Services offered on or through the Platform, by hacking, password mining or any other illegitimate means;
7.1.10 probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform;
7.1.11 reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Platform to its source, or exploit the Platform or any service or information made available or offered through the Platform, in any way where the purpose is to reveal any information, as provided for by the Platform;
7.1.12 use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform or with any other person’s use of the Platform;
7.1.13 except to the extent permitted by law, modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Platform or cause any other person to do so; or
7.1.14 delete any attributions or legal or proprietary notices on the Platform.

8. MATERIAL OF USER
8.1 We reserve the right (but have no obligation) to:
8.1.1 review, modify, reformat, reject or remove any Material which you upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) that, in our opinion, violates the Platform Access Conditions or otherwise has the potential to harm, endanger or violate the rights of any person; and
8.1.2 monitor use of the Platform, and store or disclose any information that we collect, including in order to investigate compliance with the Platform Access Conditions or for the purposes of any police investigation or governmental request.
8.2 We are not responsible for, and accept no liability with respect to, any Material uploaded, posted, transmitted or otherwise made available on the Platform by any person other than us.
8.3 We do not collect, record or extract any information (including personal information) from your documents or any third party documents uploaded for storage. You accept all responsibility in relation to such documents being stored by us. Any personal information contained in such documents, if any, will be managed in accordance with our Privacy Policy.
8.4 For the avoidance of doubt, we will not be taken to have uploaded, posted, transmitted or otherwise made Material available on the Platform simply by facilitating others to post, transmit or make Material available, nor do we endorse any opinion, advice or statement made by any person other than us.

9. THIRD PARTY WEBSITES + ADVERTISING
9.1 The Platform may feature or display links and pointers to websites operated by third parties, which are provided solely as a convenience to you. Such websites do not form part of the Platform and are not under our control. We do not accept any responsibility in connection with any such website. If you link to any such websites, you leave the Platform entirely at your own risk.
9.2 You must not link to the Platform from any other website (or otherwise authorise any other person to link from a third party website to the Platform) without our prior written consent.
9.3 The Platform may feature or display third party advertising. By featuring or displaying such advertising, we do not in any way represent that we recommend or endorse the relevant advertiser, its products or services.
9.4 If you contact a person using functionality provided on the Platform, including via e-mail, we do not accept any responsibility for any communications or transactions between you and the relevant person.
9.5 From time to time, we may promote, advertise, or sponsor functions, events, offers, competitions or other activities that may be conducted offline and may be conducted by third parties. You participate in any such activities entirely at your own risk. We do not accept any responsibility in connection with your participation in activities conducted by any third party. These communications and/or activities may be subject to separate terms and conditions and are conducted in accordance with the terms of the Privacy Policy.

10. CONTENT DISCLAIMER
10.1 You assume total responsibility for your use of the Platform and any linked independent third-party websites.
10.2 Except where expressly stated otherwise, Content on the Platform is provided as general information only. It is not intended as advice and must not be relied upon as such. You should make your own inquiries and take independent advice tailored to your specific circumstances prior to making any decisions.
10.3 We do not make any representation or warranty that any Content on the Platform will be reliable, accurate or complete, nor do we accept any responsibility arising in any way from errors or omissions.
10.4 We will not be liable for loss or damage suffered or incurred by you where that loss or damage results from any action or decision by you in reliance on the Content on the Platform, nor any interruption, delay in operation or transmission, virus, communications failure, Internet access difficulties, or malfunction in equipment or software.
10.5 You acknowledge that we are not responsible for, and accept no liability in relation to, any other user’s use of, access to or conduct in connection with the Platform in any circumstance.

11. EXCLUSIONS + LIMITATIONS
Any liability arising in relation to your use of the Platform is governed by the Products + Services Conditions.

12. NOTICE OF INFRINGEMENT
12.1 If you think that the Platform has been accessed or used by another user in breach of the Platform Access Conditions, please email us at customer.service@nswbusinesschamber.com.au.
12.2 If you wish to send us a copyright infringement notice, you will need to identify the Content or Material(s) that you believe infringe(s) your copyright, identify each copyright protected work in which you own the rights and which you believe has been infringed, identify how each copyright protected work has been or is being infringed and include your contact information.
12.3 You will need to sign the notice and may send it to: customer.service@nswbusinesschamber.com.au.

13. GENERAL
13.1 Indemnity: You indemnify and keep us indemnified in respect of all damages, losses, costs and expenses (including legal costs) that we may incur as a result of:
13.1.1 your use of, access to, or conduct in connection with the Platform;,
13.1.2 any breach of these Platform Access Conditions;
13.1.3 any Material that you contribute or post to the Platform; and
13.1.4 your use of or access to any websites operated by third parties and/or any dealings with such third parties linked from the Platform
13.2 Lawful purpose: You shall ensure that the Platform is used only for lawful purposes and in accordance with any applicable laws.
13.3 Binding: These Platform Access Conditions shall bind our successors, administrators and permitted assigns and your executors and permitted assigns, or, being a company, its successors, administrators and permitted assigns.
13.4 Assignment: We may assign, transfer and/or sub-contract our rights and/or obligations (in whole or in part) under these Platform Access Conditions. You may not assign, transfer, hold on trust or otherwise delegate any of your rights or obligations under these Platform Access Conditions without our prior written consent.
13.5 Force Majeure: If a Force Majeure Event occurs, we may:
13.5.1 totally or partially suspend any Platform, any part of the Platform during any period in which we may be prevented or hindered from delivering by our normal means of supply or delivery due to that Force Majeure Event; and
13.5.2 elect to extend at our discretion the period for performance of an obligation under these Platform Access Conditions or any relevant Product + Services Conditions as is reasonable in all the circumstances.
13.6 Severability: Each clause in these Platform Access Conditions is severable and if any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect.
13.7 Waiver: No failure, delay, relation or indulgence on our part in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy.
13.8 Governing law: These Platform Access Conditions shall be governed by the laws of the State of New South Wales.

14. INTERPRETATION + DEFINITIONS
14.1 Personal pronouns: Except where the context otherwise provides or requires:
14.1.1 the terms we, us or our refers to NSW Business Chamber Limited or its Affiliated Entities (as the case may be or context requires); and
14.1.2 the terms you or your refers to the relevant Customer (including for these purposes the Authorised Persons in respect of such Customers).
14.2 Defined terms: In these Platform Access Conditions, unless otherwise provided, the following terms shall have their meaning as specified:

Affiliated Entities means NSW Business Chamber Limited's subsidiaries, affiliates, associated entities and relevant partners as the case may be or the context requires from time to time.

Authorised Person means the relevant named nominees of the Customer who have been accepted by us from time to time as an authorised user of Business Propel Professional, Business Propel Premium, or Business Propel Freemium via the Platform on behalf of the relevant Customer.

Business Propel means the service offered via the Platform known as Business Propel (in Professional, Premium, and Freemium versions) comprising, as the case may be, the Diagnostic Assessment resulting in a Diagnostic Report, with ancillary and related content, functionality, materials, know-how and other attributes from time to time which is made available under licence from NSW Business Chamber Limited via the Platform.

Content means all text, graphics, user interfaces, visual interfaces, photographs, illustrations, audio, video, trademarks, logos, sounds, music, artwork and computer code including but not limited to the design, structure, selection, coordination, expression, look and feel and arrangement of such content contained on the Platform which is owned controlled or licensed by or to us and is protected by Intellectual Property Rights.

Customer means customers who have acquired (subject to payment of relevant Fees to us directly or indirectly) a right of use under this EULA. This includes users of Business Propel Free subscription.

Diagnostic Assessment means the macro and micro business diagnostic and assessment functionality of Business Propel.

Diagnostic Report means the report produced as an output of use of the Diagnostic Assessment, which may include advice, action plans and business plans.

Force Majeure Event means circumstances beyond our reasonable control shall include, but not be limited, to compliance with any laws, regulations, orders, acts, instructions or priority request of any government, or any department or agency, civil or military authority, acts of God, acts of the public enemy, your acts or omissions, fires, floods, strikes, lockouts, embargoes, wars, labour or material shortages, riots, insurrections and defaults of our suppliers or subcontractors.

Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trademarks, domain names, trade secrets, know-how, confidential information, and all other similar proprietary rights and all extensions and renewals thereof anywhere in the world which currently exist and/or are recognised in the future.

EULA means the form of End User Licence Agreement for use of Business Propel on the Platform bv Customers (including for these purposes the Authorised Persons in respect of such Customers).

Fees means the licence fees payable from time to time for the use by you of the Products + Services.

Material means any material in which you have Intellectual Property Rights provided by you for use on the Platform or in the production, development and supply of the Products + Services to you including, but not limited to, text, illustrations, photographs, audio, video, any combination of these or other material.

NSW Business Chamber Limited means NSW Business Chamber Limited (ACN 000 014 504) of 140 Arthur Street, North Sydney, NSW 2060.

Platform Access Conditions means these terms and conditions of access to the Platform and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Platform, as amended from time to time.

Platform means our website at businesspropel.com.au including its sub-domains, provided or operated by us for the purposes of providing the Products + Services.

Privacy Policy means our privacy policy as amended from time to time.

Products + Services means the Business Propel business diagnostic products and services made available to you from time to time by us either through the Platform or otherwise.

Product + Services Conditions means relevant and applicable terms and conditions for the supply of the Products + Services (being at the date of this document the EULA) as amended from time to time.