Terms of Use

Introduction

Welcome to WorkflowMax by BlueRock’s online Portal provided by WFMax Pty Ltd (ACN 666 239 952) (trading as “WorkflowMax by BlueRock” or “WorkflowMax”) and/or the relevant Contracting Entity (which depends on your principle place of business – see Schedule 1) (together, “we”, “us” or “our”).

About us
The Portal allows you to create an Account to access our services which includes the following:

1. our online and mobile job management product; and
2. any other services provided by us from time to time,

(together, the “Services”).

How to access the Portal
You can visit our internet site at the domain “https://workflowmax2.com/”.

You can access the Portal or your Account using any type of device including a computer, mobile phone, tablet or console that meets the minimum specifications required to use the Portal or Account (“Device”).

Customers

You are a “Customer”, “User” or “you” in these Terms of Use if you access and/or use the Services on any Device.

Eligibility

In order for a User to be eligible to use our Services, the User must:

1. be an individual who is at least 18 years old;
2. have full legal capacity and power to enter into these Terms of Use and to access and use the Services in the manner contemplated by these Terms of Use;
3. have a valid and verifiable email address and a mobile telephone number;
4. warrant that the User intends to use these Services exclusively for business use and not use any part of the Services for any household, personal or domestic use whatsoever; and
5. provide their real name and true and correct personal details which may be subject to our verification of identity check.

By agreeing to these Terms of Use, you represent and warrant that you are eligible to use the Services and you will not use the Services (or cease using the Services immediately) if you are not eligible to do so at any time.

Legal nature of these Terms of Use

These Terms of Use form a binding legal agreement between us, our successors and assignees, and each User. The Terms of Use explain our obligations as a service provider and the User’s obligations as a consumer of the Services. By using the Services, each User understands and agrees to comply with and be legally bound by these Terms of Use. Please read these Terms of Use carefully before accessing and/or using any of the Services.

If any of the above is not correct, or if the User does not agree to these Terms of Use, the User is not permitted to access or use any of the Services.

These Terms of Use may be amended from time to time by prior electronic notice to you. Use of the Services following any such amendments will be deemed to be confirmation that the User accepts those amendments. We recommend that each User reviews the current Terms of Use, before continuing to use the Services.

Privacy Policy

Your privacy is very important to us. These Terms of Use supplement and incorporate our Privacy Policy. Please refer to our Privacy Policy (a copy of which either has been provided or can be accessed here for further information about how we collect, use, store, process and disclose your personal information.

Definitions and Interpretation

All capitalised terms in these Terms of Use have the meaning given to that term in the in the Schedule “Definitions” unless the context requires otherwise.

1. REGISTRATION TO USE THE SERVICES
In this section, we explain how you can register or subscribe to the Portal and access the Services.

1. In order to set up an Account and access the Services, you must first register as a user of the Services.
2. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including (without limitation) your:
   1. first and last name;
   2. email address;
   3. mobile phone number;
   4. date of birth; and
   5. any other information that may be requested by us as part or in connection to the registration process.

1. Your Account will be created once you have provided us with all the information required for us to register you for the Services.
2. By registering for an Account, you acknowledge you have accepted these Terms of Use, Privacy Policy and any other policies on our Portal.
3. You will be asked to create a secure password and provide a mobile number for your Account. You may then access your Account using your secure password and the multi-factor authentication (MFA) service.

As we offer a variety of Services and we continue to create and offer new Services, this section outlines the full list of Services offered and how they are provided.

You can access the following Services through the Portal:

1. our online and mobile job management product; and
2. any other Services provided by us through the Portal from time to time.

1. Details in respect of each of the Services are as set out in the Portal or otherwise as provided by us to you from time to time.
2. If there are any conflicts between the details of the Services as set out in the Portal, these Terms of Use and the scope of the Services provided by us to you from time to time, the following order will apply in respect of any such conflict:
   1. firstly, the scope of the Services provided by us to you;
   2. secondly, the scope of the Services set out in the Portal; and
   3. thirdly, the scope of the Services set out in these Terms of Use.
3. You acknowledge and agree that the scope of each of the Services may change from time to time without warning or notice. As such, you:
   1. must review the scope of the Services prior to each request for the provision of any of the Services as they may differ from any previous requests and/or provisions of such Services; and
   2. agree that the scope of the Services will be such scope of Services as set out at the time of the request for the provision of such Service.

As part of the Services, we may collect personal information. This section describes how we do this and what we do with this information.

Any personal information provided by a User to us will be collected, used and stored in accordance with our Privacy Policy as available here.

By using our Services and/or providing us with any of your personal information (including payment details to make a payment), you acknowledge and consent to us disclosing some or all of your personal information to Third Parties in accordance with our Privacy Policy and in accordance with local data protection laws. Please refer to our Privacy Policy which deals with the disclosure of your personal information to Third Parties.

As part of your access to the Portal and the Services, we you will need to pay our fees. The pricing details and the other key terms related to this are explained below.

1. The fees and charges (together, the Charges) in respect of each of the Services (and any part thereof) are as advised by us to you from time to time by prior written notice to you. If you opt for a 14-day free trial (based on the terms specified on our Platform) your will start to be Charged after the trial period ends.
2. If there are any conflicts between the Charges as set out in the Portal and the Charges provided by us to you from time to time, the following order will prevail to the extent of such conflict:
   1. firstly, the Charges provided by us to you; and
   2. secondly, the Charges as set out in the Portal.
3. You acknowledge and agree that:
   1. the Charges payable by you for the Services may change from time to time;
   2. we will give you prior notice of any changes to the Charges and these will be published on the Portal; and
   3. you will be deemed to have accepted the changes to these Charges if you do not notify us of your intention to end your use of the Services prior to the date of the next payment of these Charges.
4. If you require us to provide any Services in addition to the ongoing or subscription-based Services provided by us (including any once-off or ad hoc Services), and we provide those Services from time to time, you acknowledge and agree that:
   1. we will publish the Charges for these Services on the Portal;
   2. clause 4(c) will apply in respect to any change to the Charges payable for those Services; and
   3. you are responsible for reviewing the Charges prior to each request for the provision of any of these Services as they may differ from any previous request and/or provision of these Services.
5. You acknowledge and agree that all the Charges are exclusive of any charges or amounts payable to any Third Party, which are all due and payable by you in addition to the Charges.
6. You agree to pay all amounts due and owing as set out in the tax invoice, or as otherwise specified by us at our discretion (without set-off or deduction).
7. You must pay any Charges through any of the payment methods accepted by us. There may be processing fee on top of our Charges depending on the chosen payment method - we will let you know of this on our Platform.
8. If the User defaults in paying any amounts due and payable, we reserve the right at our sole discretion, without limiting our other rights and remedies under this Terms of Use to do any one or more of the following:
   1. charge interest at the Default Rate on the unpaid amount to be calculated on a daily basis;
   2. suspend access to any or all of the Services until such amounts are received in full;
   3. terminate your Account and the access to the Services immediately;
   4. engage a debt collection agency or commence legal action to recover the debt;
   5. notify a commercial credit reporting agency and provide you with notice of our intent to do so; and/or
   6. transfer the right to receive, recover or pursue such amounts to a third party and you will be liable to us and/or the third party for any associated costs until such time as such amounts are paid in full to such third party.

5. Value Added Tax and Local Taxes

If value-added tax is required to be paid as part of the Fees and Charges payable, the items below detail how the value-added tax will be charged and payable.

1. Unless specifically described otherwise, all amounts (including without limitation the Charges and Fees) are value-added or local tax (GST, VAT, etc) exclusive.
2. If value-added or local tax is payable by us in respect of any supply made under or in relation to these Terms of Use, the recipient of the supply must pay an amount (“Value-Added Tax Amount”) equal to the value-added or local tax payable on the supply.
3. The Value-Added Tax Amount is payable in addition to and at the same time as the net consideration for the supply.
4. For the avoidance of doubt, any services provided by a Third Party provider as an agent of us are treated as supplies made by us for value-added tax purposes.

We will issue you with a valid tax invoice in respect of the Charges that are payable by you as required by law.

As part of the access to the Portal and the provision of the Services, you will have access to our intellectual property. This section details your rights and obligations in respect of the intellectual property that you will have access to and any intellectual property that is created.

1. All Intellectual Property Rights subsisting in the Portal or the Services, together with any applications for registration and any rights to registration or renewal of such rights anywhere in the world whether created before or after the date these Terms of Use and whether used or contained in any of the Portal or the Services, is owned, controlled or licensed to us (or its affiliates and/or Third Party licensors as applicable) (collectively referred to “Our Intellectual Property”).
2. Nothing in these Terms of Use constitutes a transfer of any Our Intellectual Property.
3. Our Intellectual Property and Third Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of us or the applicable trademark holder or Intellectual Property owner.

1. As part of the provision of the Services, we may use your Intellectual Property. If we do, you grant to us a non-exclusive licence to use your Intellectual Property which is required to be used for us to deliver the Services.
2. You represent and warrant to us that:
   1. you are the sole legal and beneficial owner of your Intellectual Property used by us as part of the delivery of the Services and that no third party has any rights, entitlements or interests (either directly or indirectly) to such Intellectual Property;
   2. your Intellectual Property is not in breach or infringes any third party Intellectual Property Rights; and
   3. our use of your Intellectual Property will not result in the infringement of the proprietary rights of any third party.
3. You acknowledge and agree to indemnify and hold us, our officers, employees and agents harmless against any Claims, actions, demands, proceedings, liabilities, damages, costs and expenses (including legal costs on a solicitor own client basis) howsoever arising, paid, payable, suffered or incurred by the Licensee as a result of, or in connection to, any act or omission of you or any of your officers, employees and agents in respect of any of your Intellectual Property which is used by us in the delivery of the Services, other than to the extent that our actions or omissions caused or contributed to such damages, costs or expenses.

7. Data
We may use and collect your data in the course of your use of the Portal and the provision of the Services by us to you. Our privacy policy has all of the key details of how we collect, process, store and use your personal information.

1. You agree that we may collect, process, use, disclose, store, and back-up your Data for any purpose (including the purpose of enabling you to use or access the Services and any other purpose related to provision of services to you or any User).
2. Where we collect, process, use, disclose, store, and back-up any of your personal information (including any of your Data) we will do so in accordance with our Privacy Policy.
3. We will handle any request from you to delete your Data in accordance the Privacy Policy.
4. Depending on where your contacts are based, our data processing terms accessible here may also apply to the personal data of others (such as your customers, suppliers and employees) (defined as Business Data in our Privacy Policy) that you enter into our Platform.

8. Third Party Applications and Your Data
To help make your experience better, we may include access to third party applications through the Portal.

1. If you enable Third Party applications for use in conjunction with the Services, you acknowledge that we may allow the providers of those Third Party applications to access your Data as required for the interoperation of such Third Party applications with the Services.
2. You agree that where you use any Third Party applications or services to interact with our Services in any way, you do so at your own risk and on the understanding that we are not responsible for any claims or loss arising out of, incidental to or in any way related to (either directly or indirectly), your use of such Third Party applications or services and/or the interaction of such Third Party applications or services with the Services.
3. We may provide offers, marketing communications and targeted advertising to you on an ongoing basis by telephone, electronic messages (e.g. email), websites, social media and our Platform, and by other means. These communications may relate to the products and services we, Third Parties and our related bodies corporate (Participants) provide, and other products which we think may be of interest to you. You can at any time to opt out of electronic direct marketing communications from us via your email marketing preferences. You can also use the unsubscribe facility provided in our electronic marketing communications. If you elect to opt out, you will still receive service-based communications relating to our Services subscription and account, as well as other information that we are required to send you by law, such as changes to our terms and conditions and notifications relating to your transactions. To opt-out of any marketing communications received from Participants, you can use the unsubscribe facility provided in the Participant’s electronic marketing communication.
4. In partnership with media, technology and advertising companies, we may provide aggregated audience segments to advertisers or Participants which are based on de-identified member data. This enables advertisers to provide you with more personalised and targeted advertising when you use our business partners’ websites, social media and other platforms. We also provide Participants and advertisers with anonymised analysis, reporting and insight services related to their use of our data for advertising. We do not share any of your Personal Information with partners or advertisers in connection with these advertising services. We may receive cookie data, device information or other anonymous identifier information from our partners to enable us to provide these services. In some cases, we may be able to connect this data back to individual we members, meaning that we will handle this data as Personal Information in accordance with this Privacy Policy. We do not retain or store this data for longer than is necessary for us to provide services to our partners and advertisers, and we do not use this data for any other purpose.

9. Your rights and obligations
This section details what your rights and obligations are as you access and use the Portal and the Services.

1. By registering an Account you will have the right to use the Services in accordance with these Terms of Use for as long as you hold that Account and the access to such Account has not been suspended or terminated by us for any reason.
2. You acknowledge and agree that at the time that you apply to create your Account and each time you access and use any of the Services, you will:
   1. carefully and diligently review the forms and documents that have been produced and will seek independent third party advice (as may be applicable) from a relevant experience and qualified person as to the accuracy and adequacy of the forms and/or documents before you proceed to provide these forms to any Third Party or before signing or lodging any forms;
   2. not hold us liable whatsoever for any Claims that any authorised officer, director, company or you may be liable as a result of or in connection to the Services (except to the extent that our actions or omissions have contributed to such liability);
   3. be eligible to establish an Account and use the Services;
   4. use the Services only and exclusively as permitted in accordance with these Terms of Use;
   5. ensure at all times that all details that are uploaded to the Portal are accurate, true and correct;
   6. must provide all information that may be requested by us from time to time in connection with our delivery of any of the Services;
   7. not provide us with any information that is incomplete, false, inaccurate or misleading when using the Services in any way including but not limited the information provided to register your Account, or make payments;
   8. pay all applicable Charges associated with the Services on time and in accordance with these Terms of Use;
   9. ensure any information about you, including your contact details, is accurate, current and complete. If your information changes, you must update it through your Account;
   10. not use the Services for any fraudulent, improper or unlawful activity;
   11. cooperate fully with us to investigate any reported or suspected unlawful, fraudulent or improper activity;
   12. not permit others to use your Account;
   13. not use any technology to damage, intercept, download, scan, skim or otherwise interfere with the Services, the Portal or the Site;
   14. not attempt to undermine the security or integrity of our computing systems or networks or, where the Services are hosted by a Third Party, that Third Party’s computing systems and networks;
   15. immediately contact us if you believe your Account may be subject to unauthorised access and unauthorised actions;
   16. not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other person to use the Services;
   17. provide your own Device and other access facilities (including terminal, software, internet access, modem and telecommunications facilities) necessary for utilising the Services;
   18. keep your Account details, username, password and MFA details confidential;
   19. not disclose your Account password to any Third Party and you will take sole responsibility for any activities or actions under its Account, whether or not it has authorised such activities or actions;
   20. take sole responsibility for any activities or actions under your Account, whether or not it has authorised such activities or actions;
   21. confirm that you have read and accepted the terms and conditions of the providers of any third party platform that are used by us in connection with the Services;
   22. not reproduce, make error corrections to or otherwise modify or adapt the Services or Portal or create any derivative works based upon the Services or Portal (including but not limited to copying, editing, amending or re-using the code and/or functionality of any of the Services);
   23. not de-compile, disassemble or otherwise reverse engineer the Services or Portal or permit any Third Party to do so; and
   24. not modify or remove any copyright or proprietary notices on any of the Services.

10.User’s Acknowledgements

In your access and use of the Portal and the Services, there are various important acknowledgements that we require from you which are detailed in this section.

1. By accessing and using the Services, you acknowledge that:
   1. the Services are only to be used for their intended business purpose and for no other purpose;
   2. all information provided to us is accurate and correct and absolutely free of any errors or omissions;
   3. where applicable, all other parties which may be effected by the use of the Services have provided their written consent to such effect and such consent has not been revoked at any time prior to the use of the Services;
   4. if at any time the information that you have provided to us becomes incorrect or inaccurate, you will immediately inform us in writing of such incorrection or inaccuracy and provide the corrected information;
   5. all Personal Information (as defined in our Privacy Policy) that has been provided is current and accurate and if any such information changes, you will immediately update such information within the Portal or provide us notification of such changes in writing;
   6. any use of the Services is subject to and conditional upon any applicable laws and regulations and any regulations, rules, rulings or directions provided by any governmental agency;
   7. any email portal or email system approvals, policies and/or protocols have been established and/or approved to allow emails to be sent by us and received by you; and
   8. we do not make any representation or warranty or will be liable whatsoever in respect of or in connection to the accuracy of any information, documents or material that is provided by any third party or the timeliness of the delivery or such information.

1. The reports and information produced as part of the delivery of the Services may contain information sourced from Third Parties (“Third Party Report”).
2. Third Party Reports are only intended for you or the User (as the case may be) and cannot be provided to, or relied upon, by any other person.
3. If a Third Party Report contains information sourced from Third Parties, such information has been compiled by us solely by using information obtainable and accessible from third party departments and sources, including but not limited to information provided by government departments and agencies, (“Third Party Information”). We have relied solely on these departments and sources for the Third Party Information contained the Third Party Report.
4. We prepare the Third Party Reports on the assumption that all Third Party Information obtained from the relevant departments and sources are accurate and correct. We have not independently checked, assessed or verified the Third Party Information contained in the Third Party Reports and as such, the information contained in the Third Party Reports may not be accurate and/or complete if any of the information obtained, sourced and/or accessed by us is not accurate and complete.
5. The information contained in a Third Party Report has been sourced as at the date of the Third Party Report or such other date noted in the Third Party Report in respect of such information. As such, the information in a Third Party Report may be updated, changed, altered, corrected or amended after such date. We are not responsible or are engaged to notify you of any such updates, changes, alterations, corrections and/or amendments. If an update of the information contained in a Third Party Report is required, you or the User (as the case may be) will be required to order a new Third Party Report which will contain updates (if any) to the information contained in the earlier version of the Third Party Report.
6. The Third Party Reports are not designed nor are intended to provide or purports to provide any advice, conclusions or any representations whatsoever including in respect of the adequacy of the entity or individual searched or any proposed or actual transaction in respect of or in connection to (either directly or indirectly) the entity or individual that is searched or that is the subject of the Third Party Report.
7. To the fullest extent permitted by law, by engaging us to prepare a Third Party Report, you acknowledge and agree that:
   1. the Third Party Report does not constitute legal, financial, accounting or any other form of professional services advice;
   2. we do not warrant or represent the accuracy, currency, completeness, reliability, timeliness, suitability or quality of any of the Third Party Information contained within the Third Party Report;
   3. under no circumstances will we be liable to you or the User (as the case may be) for any loss or damage suffered or incurred by you, the User or any other party as a result of the reliance on the Third Party Information contained in the Third Party Report including in circumstances where the Third Party Information is incorrect, inaccurate, defective, unsuitable, unreliable or has been superseded;
   4. your or the User’s (as the case may be) sole and exclusive remedy for our breach of any statutorily implied warranties, conditions or guarantees which cannot lawfully be excluded, is limited to, at our option, either resupplying the Third Party Report or paying the cost of providing the Third Party Report again in respect of which the breach occurred;
   5. you or the User (as the case may be) will use your own expertise and judgement when considering the Third Party Information contained within the Third Party Report and you and the User (as the case may be) acknowledge and agree that we are not providing any advice or recommendation in respect of the Third Party Information or in any other respect in the Third Party Report; and
   6. you and the User (as the case may be) are responsible for ensuring the accuracy and completeness of any information submitted to us for the purposes of preparing the Third Party Report and under no circumstances will we be liable to you, the User or any other party for any loss or damage incurred, suffered or sustained by you, the User or any other party should any of this information be inaccurate, defective, unsuitable, unreliable or superseded.
8. Under no circumstances do we accept responsibility or liability (either directly or indirectly) to any person other than you or the User (as the case may be) in respect of or in connection to the contents of a Third Party Report.

11. Our rights and obligations
This section details our rights and obligations in providing you with access to the Portal and the Services.

1. Subject to these Terms of Use, we will provide you with access to the Services upon the establishment of your Account.
2. We reserve the right to change, suspend, limit, remove, or disable access to any of the Services at any time without notice including suspending or terminating any User’s Account and your access to the Services if in our reasonable belief you have breached the Terms of Use or engaged in any fraudulent or negligent activities.
3. Under no circumstances will we be liable for the suspension, removal, termination or disabling of access to your Account any such Services. We may also impose limits on the use of or access to the Services in any case and without any notice or liability.

This section outlines our and your liability and indemnities in respect of the Portal and the Services.

You agree to indemnify and hold us and our related bodies corporate, officers, employees and agents harmless ("Indemnified") from and against any action, liability, Claims, loss, damage, proceeding, expense (including reasonable legal costs and expenses) suffered or incurred by any of the Indemnified, whether directly or indirectly, in connection with:

• 1. your breach or non-observance of any obligation you may have to us pursuant to these Terms of Use;
  2. your use or access of the Portal;
  3. any breach or inaccuracy in any representations or warranties made by you, including the warranties and promises contained in these Terms of Use;
  4. any wilful, unlawful or negligent act or omission;
  5. your failure to provide true, accurate and correct Data which is required to be provided by you in order for us to provide the Services;
  6. your failure to provide true, accurate and correct personal information for any purpose including but not limited to the provision of the Services and the personal information required in order to verify your identity;
  7. any violation, contravention or infringement of any applicable laws by a User; and
  8. any act, omission, neglect or default on the part of a User that results in a claim, liability or loss being brought by a Third Party against those indemnified,

except to the extent that our actions or omissions have caused or contributed to such liability, loss or damage.

1. To the maximum extent permitted by law:
   1. all warranties, whether express or implied including warranties as to fitness for any purpose and merchantability are expressly excluded;
   2. we shall not be liable for any injury loss expense or damages of any kind whatsoever or however arising whether directly, indirectly, consequently or contingently to any person or property and without limiting the generality of the foregoing, we shall not be liable for any losses, expenses or damages caused by delays or any other reasons or additional expenses incurred by you or the User including losses of prospective profits or actual profits incurred by you or the User;
   3. we do not warrant or guarantee that the Services, or the server supporting the Services, are free from defects, viruses or other harmful components, or your access to the Services will be uninterrupted or error free;
   4. we will not be in any way responsible for the delivery and/or receipt of any emails sent by us to any email address if such emails are not received by the recipient as a result of or in connection to any email portal or system that may be in use or any email approvals, policies and/or protocols that may be in place;
   5. we are not in any way responsible for any such interference or prevention of your use of or access Services which is caused or contributed to by a fault with your Device or by the systems (including public telephone services, computer networks and the internet) used by you to access the Service;
   6. we accept no responsibility for a User’s failure to provide true, accurate and correct information in connection with accessing or using the Services including but not limited to providing false information regarding the User’s identity or the correct billing information;
   7. we accept no liability for the loss of Data where such loss is wholly or partly caused by factors beyond our reasonable control including, but not limited to, failure or fault in the hosted environment of the Services, defective network or internet connections, defective equipment utilised by you or incorrect operation by you of your own Device or other access facilities; and
   8. we will not be responsible for any disclosure, use, modification or deletion of your Data resulting from any access by third party platform providers, except if the modification or deletion is a caused by our act or omission.
2. Nothing in these Terms of Use excludes, restricts or modifies any mandatory rights that you have under existing laws or regulations and codes, including the Competition and Consumer Act 2010 (Cth) (if you are located in Australia) and other similar fair trading laws as applicable in your jurisdiction (if you are located outside of Australia). Our services provided to you under these Terms of Use come with guarantees that cannot be excluded (if you are located in Australia) under the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL). For major failures with the Service, you are entitled:
   1. to cancel your Service contract with us;
   2. to a refund for the unused portion, or to compensation for its reduced value; and
   3. you are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract,

however, given that our Services are not normally acquired for personal, domestic or household use, our right in the event of a major failure with Services will be limited (at our sole discretion) to either the re-supply of the Services or a refund for the unused portion.

• • To the maximum extent permitted by law, our total liability arising out of or in connection with the Services, the Portal or these Terms of Use is limited to resupplying any of the Services or a refund for a major failure (which is capped at the Charges directly related to those Services).

Access to the Portal and the Services can be easily terminated by either of us. The process of how this can happen and what steps are required to terminate access is detailed in this section.

The term of the Service will be monthly (unless stated otherwise on our Platform), which will automatically renew until terminated in accordance with this clause 13.

1. You may terminate your Account and the provision of Services in whole or in part for convenience by providing us with one (1) month’s prior written notice.
   1. Provided you have supplied us with all the information required for us to process your cancellation (including directions regarding the migration or extraction of your Data from the Portal), your cancellation will take effect at the end of the current billing cycle and you will cease to have access to the Portal and the provisions of Services will be terminated.
   2. You agree that we will charge you the remainder of the applicable Charges for the current billing cycle in which you have cancelled your access to the Account and no pro-rata refunds will be provided to you.

1. We may terminate your Account and the provision of Services in whole or in part for convenience by providing you with one (1) month’s prior written notice.
2. We may terminate your Account and the provision of Services in whole or in part with immediate effect by providing you with written notice if:
   1. you are in breach of these Terms of Use and you have not remedied such breach (where remediable) within ten (10) Business Days of receipt of written notice from us requiring the breach to be remedied; or
   2. we are unable to continue to provide access to your Account or provide you with the Services in compliance with any laws.

On termination of your Account and/or any of the Services for any reason whatsoever, all moneys which remain unpaid by you to us must be paid in full on such date (without any set-off or deduction).

This section contains various additional items which are important to the access to the Portal and the Services more generally.

1. From time to time, we may request that you provide us with feedback or reviews on the Services. You are not obliged to provide such feedback.
2. You acknowledge and agree that:
   1. we, at our sole discretion, may determine whether such comments are published on our Site or any social media platform; and
   2. where you intend to post any negative review or comment with respect to our Services or on any external review site or social media platform, you will contact us and provide us with an opportunity to discuss your concerns before publishing such negative review or comment.

1. You agree that, where our Services integrate in any way with social media, that you will adhere to these Terms of Use and any other terms and conditions of the social media provider from time to time.
2. With respect to social media, for the purposes of marketing and/or promotion, you hereby acknowledge and authorise us to:
   1. 1. upload, publish, post or repost any content which directly or indirectly references you; and
      2. make use of any publicly available information for the purposes of any publication, post or repost.
3. For the avoidance of doubt, by using the Services, you agree and consent to us undertaking any of the activities contemplated by subsection 2(b) without the need to obtain any further consent from you.

1. 1. If there are any complaints from a User, we will aim to respond and provide a suitable solution within five (5) business days.
   2. If a User is not satisfied with our response, the User agrees to provide us with written notice specifying the nature of the dispute, what outcome the User wants and what action the User thinks will settle the dispute. The User and us agree to, within fourteen (14) days of our receipt of a written notice, meet (either in person or via teleconference) in good faith to seek to resolve the dispute by agreement between them.

Whilst we intend that the Services should be available twenty-four (24) hours a day, seven days a week, it is possible that on occasions the Services may be unavailable. If for any reason we have to interrupt the Services for longer periods than we would normally expect, we will use reasonable endeavours to publish in advance details of such activity on the Services.

Any express statement of a right of ours under these Terms of Use is without prejudice to any other rights we may have including those expressly stated in these Terms of Use or existing at law.

The parties to these Terms of Use shall be bound by the laws of the Relevant Law in relation to all matters arising (whether by contract, legislation, or other law) between the parties and the parties agree to submit to the non-exclusive jurisdiction of the Relevant Venue and that any legal proceedings will be heard in these courts or a court of superior standing.

If any part or provision of these Terms of Use is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms of Use will be binding on the parties.

1. Any notice given under these Terms of Use by either party to the other must be in writing by email (other than in respect of any dispute) and will be deemed to have been given on transmission.
2. Notices must be sent to:
   1. if by post, Level 9, 505 Little Collins Street, Melbourne, Victoria 4000; or
   2. if by email, “info@workflowmax2.com”, or to any other address or email address notified by email to you by us.
3. Notices to you may be sent via electronic messages, including email, text message/SMS, or mobile push notifications, to the email address or numbers which you provided when setting up your access to the Services.

A person who is not a party to these Terms of Use has no right to benefit under or to enforce any term of these Terms of Use.

The Following words and expressions have the following meanings for the purpose of these Terms of Use and the provision of any Services in connection with the Terms of Use:

“Account” means an account set up by you in order to use the Services on the Portal.

"Australian Consumer Law" means schedule 2 of the Competition & Consumer Act 2010 (Cth).

"Charges" has the meaning given to that term in section 4(a).

“Claim” means a claim, action, proceeding, judgment or demand made or brought by or against a person, however arising and whether present, unascertained, future or contingent.

"Confidential Information" means the information that:

1. is by its nature confidential:
2. is designated by a person as confidential; or
3. the recipient of that information knows or ought to know is confidential
4. the Data;

but does not include information:

1. that is or becomes public knowledge otherwise than by breach of these Terms of Use or any other confidentiality obligation;
2. that was obtained from a Third Party on a non-confidential basis without breach by that Third Party of an obligation of confidence concerning that Confidential Information; or
3. was already in the possession of the Receiving Party when provided by or on behalf of the Disclosing Party.

“Contracting Entity” has the meaning given to it in Schedule 1.

"Data" means any data inputted by you or with your authority through the use of the Services and includes, without limitation, data owned or supplied by you or data which may otherwise be generated, compiled, arranged or developed by you in using the Services pursuant to these Terms of Use.

‘Default Rate” means the rate fixed by the Attorney-General under section 2 of the Penalty Interest Rate Act 1983 (Victoria).

“Device” has the meaning given in under the heading “How to access the Portal”.

“GST” has the meaning given by section 195-1 of the GST Act.

“GST Act” means the A New Tax System (Goods and Services) Tax Act 1999 (Cth) as amended or replaced from time to time.

"Indemnified” has the meaning given to that term in section 12.1.

“Intellectual Property” means all copyright (including moral rights), patents, registered and unregistered trademarks (including service marks), registered and unregistered designs, Confidential Information, circuit layout, inventions, trade secrets and know-how and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.

"Intellectual Property Rights" means all intellectual property rights including current and future registered and unregistered rights in respect of copyright (including moral rights), designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, domain names, patents, inventions and discoveries and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of 1967, together with any right to apply for the grant or registration of same.

“Our Intellectual Property” has the meaning given to that term in section 6.1(a).

“Portal’ means the cloud-based software and Site owned and operated by us.

"Services" means any and all services provided by us through the Portal and any other website, mobile site or Portal operated by us from time to time.

“Site” means the website operating from the domain at “https://www.workflowmax2.com” or such other domains used by us from time to time for access to this site or any other sites or provision of any of our Services.

"Terms of Use" means these terms of use (as may be changed or updated without notice from time to time by us).

“Third Party” means any third party which is needed for the Portal and Services to function, or has partnered with us to enable the Portal and Services to function, optimise performance and enhance the over all experience for Users of the Portal and “Third Party” has a corresponding meaning. These Third Parties include but are not limited to payment providers, payment gateways, analytics tools, marketing tools, cloud solutions, data bases, verification of identity software provider and any other third parties set out in our Privacy Policy.

“Third Party Information” has the meaning given to that term in section 10.2(c).

“Third Party Report” has the meaning given to that term in section 10.2(a)

“Third Party Marks” means trademarks owned by any person or entity other than us and which are used in connection with the Services.

“Relevant Law” has the meaning given to it in Schedule 1.

“Relevant Venue” has the meaning given to it in Schedule 1.

Schedule 1 – Table