TERMS OF SERVICE
Please read these Customer Terms of Service carefully.
This is a contract between you (the Customer) and us (Confidential Reporting Pty Ltd ABN 71 601 276 028 [WBS]). It describes the services we will provide to you and how we will work together. It is a legal document and some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot provide these services unless you agree to them. By using the Independent Service or receiving the Consulting Services, you are agreeing to these terms.
We periodically update these terms and if you subscribe to our platform, we will let you know when we do updates via e-mail or via an in-app notification.
The fundamental purpose of this Agreement is to establish a service where people can provide to Us information about the Customer, Customer operations, conduct of employees and contractors and relevant third parties.
All information, information source and source of information provided is protected to ensure confidential and anonymous reporting of concerns. For this to be effective You agree not to directly or indirectly, attempt to or actually obtain the Concern Data, whether through an internal investigation or a request to US.
Accordingly you agree that once the Concern Data has been provided to us, that You relinquish all right, title, interest or ability to the Concern Data and renounce any rights to seek to access the Concern Data. The provision of a Concern Report is the only remedy available to the Customer.
Terms of Service
“Agreement” means these Customer Terms of Service and all materials referred or linked to in here.
“Billable Users and Contacts” means those types of Users and Contacts (defined below) for which we charge fees as set out on our Pricing Page.
“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Independent Service for a one (1) year Initial Subscription Term, the Billing Period will be twelve (12) months.
“Communication Services” means the service provided by us that enable third parties to provide information about the Customer’s operations to us to inform the Concern Report.
“Concern Data” means all information that has been submitted to us by third parties as part of the Independent Service, which will be our private personal data to be dealt with in accordance with this Agreement. Concern Data does not include the Concern Report. Concern Data includes all data that might identify or assist with identifying the person who provided the data or the source of the data, including how the data was obtained, distributed or provided (eg metadata, IP address). Concern Data includes any information we might add to the Concern Data (eg: questions, follow ups).
“Concern Report” means the information we make available to you as part of the Independent Service, including data you may have provided to us and the views we have formed on the data received as part of the Independent Service. All data created to develop the Concern Report shall form part of the Concern Data.
“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information DOES NOT include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser; (ii) was known to the Receiver before receipt from the Discloser; or (iii) is Concern Data and information added to the Concern Data by Us.
“Contact Information” means the name, e-mail address, phone number, online user name(s), telephone number, and similar information provided by you.
“Contract Information” means all information of the Customer relevant to the Service. For example all policies and procedure of the Customer, all images of the Customer needed to brand the service, Customer organisational chart, and statement of key relationship, reporting relationships and communication relationships.
“Consulting Services” means the services provided to you by us, which may include training services, installation, integration or other consulting services to support the Independent Service.
“Customer Materials” means all materials that you provide or post, upload, input or submit to us, but expressly excludes Concern Data.
“Dispute Resolution Process” means the following sequential steps:
- Initial request to Us, with a review by the person who received the Concern Data and/or wrote the Concern Report;
- Review request to Us, with an internal review by a person who did not provide an advice under the initial request;
- Mediation based on a mediator appointed by the CEO of the Law Council of Australia and to be undertaken in accordance with the process nominated by the CEO of the Law Council of Australia; and where this is unsuccessful, then
- Arbitration based on an arbitrator mediator appointed by the CEO of the Law Council of Australia and to be undertaken in accordance with the process nominated by the CEO of the Law Council of Australia; and where this is unsuccessful, then
- Application to the Supreme Court of Queensland; and then
- Appeal(s) to any relevant appellant court from the Supreme Court of Queensland
“Independent Service” means our services that you have subscribed to by an Order Form or that we otherwise make available to you, and developed, operated, and maintained by us, accessible via or another designated URL, and any ancillary products and services, including website hosting, that we provide to you. A Report as a result of Concern Data is part of the Independent Service
“Order Form” or “Order” means the WBS-approved form or online subscription process by which you agree to subscribe to the Independent Service and purchase Consulting Services. Our Orders are completed through our online payment process.
“Pricing Page” means the page on our website specifying our pricing or the email sent to you outlining our pricing from time to time.
“Report Fee” means the fee payable by you where the fee payable for Reports that are an Independent Service but where the number of Reports included in the Independent Service have been exceeded in the Subscription Period.
“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security.
“Site Visit” or “Visit” means interaction with our website or Web Portal for providing Concern Data.
“Subscription Fee” means the amount you pay for the Independent Service.
“Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms.
“Third-Party Sites” means third-party websites linked from within the Independent Service, or referenced as part of the Communications Services or the Web Portal.
“Users” means your employees, representatives, consultants, contractors or agents who use the Independent Service and have a unique code address for the Web Portal.
“Web Portal” means the web portal we provide for Concern Data to be provided concerning the organisation under the Order Form.
“WBS”, “we”, “us” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section of the ‘General Terms’
“WBS Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Independent Service or Consulting Services, including the Concern Report.
“You”, “your” or “Customer” means the person or entity using the Independent Service or receiving the Consulting Services and identified in the applicable billing statement, online subscription process, Order Form as the customer. For the purposes of WBS Data and Concern Data, “You”, “your” or “Customer” extends to include any person or entity engaged directly or indirectly by You or could reasonably be considered to be acting on your behalf.
2 The Independent Service
During the Subscription Term, we will provide access to use the Independent Service as described in this Agreement.
The limits that apply to you will be specified in your Order Form, this Agreement or on our Pricing Page. You will be charged fees associated with all elements of the providing the services under this Agreement as set out on the Pricing Page
If we make modifications to the limits set out on the Pricing Page that would negatively impact you, these modifications will not apply to you until the start of your next Renewal Subscription Term. On renewal, the current product usage limits on our Pricing Page will apply to your subscription, unless you and we otherwise agree.
We modify the Independent Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Independent Service that materially reduce the functionality of the Independent Service provided to you during the Subscription Term. We might provide some or all elements of the Independent Service through third party service providers.
2.4 Additional Features
You may subscribe to additional features of the Independent Service by agreeing to a new Order Form.
3 Customer Support
The following support is included in your Subscription Fee, to the limits set out in the Order Form:
- We provide online support to assist with accessing the Web Portal 24 hours per day x 7 days per week
- Monitoring the Concern Data is undertaken for 14 hours per day and we attempt to respond to Concern Data questions within one business day; in practice, our responses are generally much faster
- Providing a Report based on the Concern Data and where requested provide a Report based on additional information about you.
We try to make the Independent Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance. We rely on third parties to ensure the Web Portal is available 24 hours a day, 7 days a week. Where we are advised of issues with the Web Portal service we will take reasonable action to rectify this with our service provider.
4 Consulting Services
You may purchase Consulting Services through an Order Form. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with the ‘Renewal Subscription Term’ section below. Unless otherwise agreed, all Consulting Services are performed remotely.
For Consulting Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the Consulting Services. Any invoices will be due and payable within fourteen (14) days of the date of the invoice.
We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.
5 WBS Data
All Concern Data will become the property of WBS at time it is provided to us. You provide to us an irrevocable unconditional transfer of ownership of the Concern Data to us, including all metadata.
All Concern Data will be our confidential information to enable us to prepare a Report. In preparing and providing a Report, we do not waive our rights of ownership or confidentiality for the Concern Data.
We reserve the absolute and unconditional right to the control of the Concern Data on our behalf and separately and independently behalf of the person who provided the Concern Data.
You agree that the agreement was entered into on the basis that the Concern Data would never be made available to You and that we may resist providing the Concern Data to you.
You agree that You and your agents will take no step to obtain the WBS Data, the Concern Data or information about the person who provided the Concern Data. You agree that by providing the Report and details aggregate data on support, that we will have fully discharged our obligations under this Agreement.
You release and indemnify Us for all actions seeking access to the Concern Data and agree to place Us in funds to defend all such actions. You release and indemnify Us for claims that we provided the identity of a third person, You agree to place Us in funds to defend all such actions, unless we have provided the information directly to You.
You agree that where the Concern Data is required by you or by a third party that the Dispute Resolution process must be followed prior to starting any form of legal process to gain access to the Control Data and that prior to the commencing the Dispute Resolution process you will:
- Provide a detailed statement of:
- the Concern Data you are seeking
- the basis for seeking the Control Data contrary to (and in breach of this Agreement) and the operational and legal basis for the access
- the alternatives taken or proposed to be taken to obtain the Control Data
- how you propose to protect the confidentiality and anonymity of the person who provided the Control Data
- Enter into an agreement to pay for all of our professional fees (legal, accounting, ICT, etc) and our officers at their normal rates and all outlays on a dollar for dollar basis, starting from the time of receiving the detailed statement above. Such an agreement will require payment into our lawyers trust account, but does not create a lawyer/client relationship between You and them or enable a review of the fees and charges, as the incurring of the fees and charges and their quantum is directly related to your breach of the agreement and the nature of your claim. Further any review or oversight would also potentially allow access to Control Data contrary to the express terms of this Agreement. It is the intention of this clause that we will not expend more than $1.00 for the entire Dispute Resolution Process and that You will ensure that this is the case. It is the intention of this clause that we will not fund (and be reimbursed), but that You will ensure we always have cleared funds available to meet Your obligations to pay Us when you are seeking Concern Data under this Agreement.
- Pay to our lawyers to hold in trust on our behalf, our estimated professional fees and charges to defend the request, based on the detailed statement above, the Dispute Resolution Process and the relevant step in the Dispute Resolution Process. Such an agreement will require payment into our lawyers trust account to maintain a minimum float of $20,000.00. For example if the estimate is $150,000.00 fees for the month, then the payment would need to be $170,000.00. Failure to make payment shall be a liquidated debt due and payable by you, as the process provided a reasonable estimate of the costs payable by us and You will be liable to pay all costs and expenses on a 100% reimbursement basis, plus interest.
- Prepay any third party costs (eg mediator appointment costs, mediator costs) to be incurred split as follows: 100% by You and 0% by Us. This includes a step in the Dispute Resolution Process and all action taken by Us in preparation of a step.
Failing to comply with this clause, and failing to reimburse any costs incurred by us, will entitle us to not proceed with any requirement nominated by You and to be pleaded as an absolute bar to any Dispute Resolution Process or step or stage in a Dispute Resolution Process.
6 Fees and Payments
6.1 Subscription Fees
The Subscription Fee will remain fixed during the Subscription Term unless you (i) exceed your Maximum Reports in Your Order Form, (ii) upgrade products or base packages, or (iii) subscribe to additional features or products. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term, except as provided below under ‘Fee Adjustments During a Billing Period’. You may not downgrade your subscription during the Subscription Term and in order to avoid additional charges, you should purchase the appropriate tier of Independent Service for your anticipated needs.
6.2 Fee Adjustments During a Billing Period
The Subscription Fee will increase during the course of a Billing Period if Concern Data indicates a systematic or systemic issues is not being addressed, such as where previous Reports have identified and issue and the issue has not been addressed. At your request, we will provide you with the detail we used to reach our conclusion. Once increased, your Subscription Fee will not decrease.
6.3 Payment by credit card or direct debit
If you are paying by credit card or direct debit, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Payment processing services for WBS is provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of WBS enabling payment processing services through Stripe, you agree to provide WBS accurate and complete information about you and your organisation, and you authorize WBS to share it and transaction information related to your use of the payment processing services provided by Stripe.
6.4 Payment by invoice
If you are paying by invoice, we will invoice you by e-mail no more than two (2) full calendar months before the beginning of the Initial Subscription Term and each subsequent Billing Period. All amounts invoiced are due and payable within fourteen (14) days from the date of the invoice, unless otherwise specified in the Order Form.
6.5 Payment Information
You are obligated to keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancellable and all amounts paid are non-refundable. All fees are due and payable in advance throughout the Subscription Term.
6.6 GST/VAT/Sales Tax
All prices are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Independent Service and performance of Consulting Services. At our request, you will provide us with the GST/VAT registration number under which you are registered.
6.7 Defending third party actions
You will indemnify Us against all fees and expenses incurred by us in complying with and/or defending requirements of third parties about the Concern Data, ti the same extent adn on teh same basis and principles as set out in Clause 5.
7 Subscription Term and Renewal
7.1 Initial Subscription Term
The initial subscription term shall begin on the effective date of your Order Form, unless otherwise agreed, and expire at the end of the period selected during the subscription process (“Initial Subscription Term”).
7.2 Renewal Subscription Term
Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew at the latest agreed upon Subscription Term. Written notice of non-renewal must be sent: no less than one month before the end of the Subscription Term. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing available on our Pricing Page. See the ‘Limits’ section above for the applicability of product usage limits on renewal. Should you decide not to renew, you may send the notice of non-renewal by e-mail to [email protected].
7.3 End of Subscription Term
The Subscription Term will end on the expiration date and cannot be cancelled before its expiration.
8 WBS’s Proprietary Rights
This is an Agreement for access to and use of the Independent Service, and you are not granted a license to any software by this Agreement. The Independent Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the WBS Content, the Independent Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.
If we make a Concern Report available to you, then you may only use that Concern Report in connection with your use for the purposes of WBS and for protecting the person(s) who may have provided the Concern Data, (unless, of course, you have a source other than the Independent Service for such Concern Report.) The Concern Report may be made available to you based on Concern Data, but we will not use your Concern Data to enrich data for other parties. The Concern Report we provide may not be provided to a third party.
We encourage all customers to comment on the Independent Service or Consulting Services, provide suggestions for improving it. You agree that any such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Independent Service or Consulting Services, without payment or attribution to you.
9 Customer’s Proprietary Rights
At the establishment and when requested, you will provide Us with all relevant Customer Material, including Codes of Conduct, standards, policies and procedures for us to understand your operations. In particular, You will provide all material related to identification of, reporting of, and investigation of:
- Risk Management
- Organisational Structure
- Conditions of employment
- Whistle Blower protection
- Business areas that are covered in Your Order Form
Where We consider additional Customer Material is required you will supply the information within seven days of the request.
As between the parties, you own and retain all rights to the Customer Materials BUT NOT the Concern Data. This Agreement does not grant us any ownership rights to Customer Materials. This Agreement grants to us all ownership rights to the Concern Data including Customer Materials that form part of the Concern Data. You grant permission to us to use the Customer Materials only as necessary to provide the Independent Service and Consulting Services to you and as permitted by this Agreement.
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
Where We are requested to provide Concern Data, under any federal, state, or local law, statute, rule or regulation, subpoena or legal process, You will reimburse Us in the same manner and approach as set out in Clause 5 as if the request was a request from You.
You grant us the right to add your name and company logo to our customer list and website.
12 Concern Data
12.1 Limits on WBS
12.2 Aggregate Data
We may monitor use of the Independent Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Concern Data, identify the person providing the Concern Data and/or identify you.
We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Concern Data. You acknowledge that in all cases that WBS acts as the controller and processor of Concern Data.
For more information, please refer to: /legal/data-security/
13 Use and Limitations of Use
13.1 Prohibited and Unauthorized Use
You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Independent Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Independent Service; (iii) attempt to gain unauthorized access to the Independent Service or Web Portal; (iv) access the Independent Service or Web Portal other than through our interface; or (v) use the Independent Service or Web Portal for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by e-mail to [email protected].
14 Third-Party Sites and Products
Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by You or a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Independent Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Independent Service by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; We shall not accept any settlement that (i) imposes an obligation on us, including providing Concern Data; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
16 Disclaimers; Limitations of Liability
16.1 Disclaimer of Warranties
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE INDEPENDENT SERVICE, DATA MADE AVAILABLE FROM THE INDEPENDENT SERVICE, WBS CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE INDEPENDENT SERVICE, WBS CONTENT AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE INDEPENDENT SERVICE, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
16.2 No Indirect Damages
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
16.3 Limitation of Liability
EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ AND UNDER THE ‘WBS’S PROPRIETARY RIGHTS’ SECTIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF ONE THOUSAND AUD OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE INDEPENDENT SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
16.4 Third Party Products
WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT WITHOUT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE INDEPENDENT SERVICE TO YOU.
17 Termination, Suspension and Expiration
17.1 Termination for Cause
Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
17.2 Suspension for Prohibited Acts
We may suspend any of Your user’s access to the Independent Service for: (i) use of the Independent Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the WBS e-mail send service that results in excessive bounce-backs, SPAM notices or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
17.3 Suspension for Non-Payment
We may suspend your access to all or any part of the Independent Service upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Independent Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Independent Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Independent Service.
17.4 Suspension for Present Harm
If your website on, or use of, the Independent Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Independent Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Independent Service. We will try to limit the suspension to the affected portion of the Independent Service and promptly resolve the issues causing the suspension of the Independent Service.
17.5 Effect of Termination or Expiration
Upon termination or expiration of this Agreement, you will stop all use of the Independent Service and WBS Content, and if we request, you will provide us written confirmation that you have discontinued all use of Concern Report (unless, of course, you have a source other than the Independent Service for such Concern Report.) If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Independent Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
17.6 Destruction of Concern Data
We will retain Confidential Material for 5 years after the Subscription Period; the Concern Data for 180 days after the Data Report and all other data consistent with our business practices. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Web Portal.
18.1 Amendment; No Waiver
We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Independent Service (but, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees and Payments’ section above.) If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at /legal/terms-of-service/ and we will let you know through your nominated email. The updated Customer Terms of Service will become effective and binding on the next business day after they are posted. When we change these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.
If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days of receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
18.2 Contracting Entity and Applicable Law
You are contracting with WBS and this Agreement is governed by the laws of Queensland Australia without reference to conflicts of law principles. For contracts with WBS both parties consent to the exclusive jurisdiction and venue of courts in Queensland Australia, for all disputes arising out of or relating to the use of the Independent Service or the Consulting Services. Access to Concern Data is subject to specific provisions in this Agreement.
18.3 Force Majeure
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
18.4 Relationship of the Parties
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
18.5 Compliance with Laws
We will comply with all Australian laws in our provision of the Independent Service, the Consulting Services and our processing of Concern Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Independent Service and Consulting Services, including any applicable export laws.
If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
To WBS: [email protected] Attention: Legal.
To you: your address as provided in our WBS Subscription account information for you. We may give electronic notices by general notice via the Independent Service and may give electronic notices specific to you by e-mail to your e-mail address(es) on record in our account information for you or through the notifications center of the Independent Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
18.8 Entire Agreement
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
19.10 No Third Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
The following sections in the ‘General Terms’ shall survive the expiration or termination of this Agreement: ‘Definitions’, ‘Fees and Payments’, ‘WBS’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.
In the event of a conflict between the terms of this Agreement and an Order Form, the terms of this Agreement shall prevail.