Thank you for visiting our Pathways Platform Terms (Terms), the most updated copy of which can always be found at www.pathwaysdigital.io/legal (Website).
We are Pathways Digital Pty Ltd, an Australian business with ABN 30 650 409 288 (Pathways Digital, we, our or us) and “Pathways” is a platform for creating, managing and completing digital or electronic transactions, processes, or procedures as described on our Website (Platform), along with other associated services (Services).
These Terms apply to any person who accesses our Platform (User) and governs such access to the Platform. By signing up to our Platform or otherwise accessing or accepting the benefit of any part of the Platform, you agree to be bound by these Terms which form a binding contractual agreement between you, the User (you or your) and us.
You will only have access to the functionality of the Platform that is available to the usage type you register for. Where you use the Platform for multiple purposes, all Terms will apply to you as and when relevant to the context in which you use the Platform.
By accessing the Platform, you irrevocably consent to these Terms and represent and warrant that you will comply with the scope and restrictions of these Terms. If you do not accept these Terms, you must not access, use or otherwise view the Platform.
We may change these Terms at any time by notifying you, and your continued use of the Platform following such an update will represent an agreement by you to be bound by these Terms as amended.
Please read these Terms carefully before accepting them or otherwise accessing the Platform.
(a) This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:
(i) over the age of 18 years and accessing the Platform for personal use; or
(ii) accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.
(b) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Platform.
(c) If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to these Terms. If you are accepting these Terms and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
(a) In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (an Account).
(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by Pathways Digital from time to time.
(c) You warrant that any information you give to Pathways Digital in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
(d) Once you complete the Account registration process, Pathways Digital may, in its absolute discretion, choose to accept you as a registered User within the Platform and provide you with an Account.
(e) Pathways Digital reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
(f) Pathways Digital may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with these Terms.
(a) The Platform allows Users to create, manage and complete digital or electronic transactions, processes, or procedures within the Platform and present an overview of those processes to other Users (each a “Pathway”).
(b) Each User acknowledges and agrees that:
(i) Pathway Digital merely provides the Platform for Users to create Pathways and the operation of the Platform does not imply any endorsement or recommendation of the Pathway or the User who created the Pathway; and
(ii) Pathways Digital has no control over the quality, suitability, accuracy, reliability, currency or completeness of any procedure, process, or transaction comprising a Pathway which is created by another User;
(iii) Pathway Digital provides no guarantee or warranty in respect of any Pathway and will have no liability or obligation to any User for any loss suffered by a User by using a Pathway or the reliance on any information presented via a Pathway or if a transaction fails to be completed for any reason via the Platform.
(c) Notwithstanding that certain information regarding a contractual agreement between Users is stored on the Platform or a Pathway, any such relationship is strictly between those Users and Pathway Digital is not a party to or bound by the terms and conditions of that agreement.
From time to time Pathways Digital may provide Users with access to certain generic Pathways which they can use to create their own specialised Pathways (Template Pathways). You agree and acknowledge that:
(a) all Template Pathways are general in nature only and may not be suitable for your circumstances or for a specific transaction;
(b) Pathways Digital does not warrant that by using or implementing a Template Pathway that a User will achieve any particular outcome, or any particular decision from any third party on any issue, or be compliant with any regulations, industry standards, or laws;
(c) each User is responsible for assessing each Template Pathways for suitability for a particular purpose or transaction and any information provided by Pathways Digital is not a substitute for legal advice, financial advice or any other specialty advice.
Pathways Digital does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform or a Pathway. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.
The Platform and each Pathway may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Pathways Digital accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content anywhere on the Platform or within a Pathway.
(a) Each Account which has a subscription to allow additional Users use the Platform (Head Account), may grant a sublicence to third parties (End Users) to access the parts of the Platform included within the Head Account’s subscription up to the number of End Users associated with that subscription.
(b) The Head Account holder is solely responsible for creating Accounts for End Users (End User Account) and assigning access to various features within the Platform to the relevant End User Account third parties. In order to access their End User Account, End Users will be required to provide us personal information and agree to these Terms. If they do not agree to these Terms, we are under no obligation to grant that End User access to the Platform or their End User Account.
(c) The Head Account holder is solely responsible for all activities undertaken on an End User Account connected to your Head Account, whether such activities are authorised by them or not. You are also responsible for granting and revoking access to End Users, their level of access and for ensuring each End User is the sole person accessing the Platform via that End User Account. You agree to ensure your End Users comply with these Terms and keep all End User Account details strictly confidential.
(a) Each End User is granted a revocable, worldwide, royalty-free licence to use the Platform and the functionality of the Head Account User who granted the End User Account.
(b) The End User must only use the Platform and our Services:
(i) in accordance with these Terms;
(ii) for the internal business needs of the Head Account User and not the End Users own personal or another third party’s use or benefit; and
(iii) in compliance with any other restrictions notified to the End User in writing by the Head User from time to time.
(a) (Automatic Termination) These Terms and any End User Account will be automatically terminated, and the licence to the Platform will be immediately revoked, if the agreement between us and the Head Account User (Head Agreement) expires or is terminated.
(b) (Head User Termination) We or the Head Account User (or both) may terminate this agreement immediately by notice to the End User (as an individual User, without terminating the Head Agreement) if:
(i) the End User is in breach of any term of these Terms and have failed to remedy the breach within 10 Business Days after the notice; or
(ii) the End User commits, or we or the Head User reasonably suspects that they may commit, any breach of these Terms.
You must not, and must not encourage or permit any User or any third party to, without Pathways Digital’s prior written approval:
(a) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform or our Services;
(b) share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
(c) use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(d) act in any way that may harm the reputation of Pathways Digital or associated or interested parties or do anything at all contrary to the interests of Pathways Digital or the Platform or our Services;
(e) make any automated use of the Platform, other than as endorsed herein, and not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Pathways Digital;
(f) make copies of the Documentation or the Platform;
(g) remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;
(h) create derivative works from, translate or reproduce the Platform, Documentation or our Services;
(i) publish or otherwise communicate the Platform, Documentation or our Services to the public, including by making it available online or sharing it with third parties, other than as endorsed herein;
(j) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than sub-licensing to an End User;
(k) attempt to circumvent any technological protection mechanism or other security feature of the Solution;
(l) upload any material that is owned or copyrighted by a third party that you are not authorised or have the appropriate licence to upload; and
(m) decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code.
You acknowledge and agree:
(a) that Pathways Digital may change any features of the Platform or Services offered through the Platform at any time without notice to you;
(b) that information given to you through the Platform, by Pathways Digital or another User including a Provider, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(c) that Pathways Digital may cancel your Account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 5.
By providing User Data, you represent and warrant that:
(a) you are authorised to provide the User Data (including by being authorised to provide any services that you represent you provide);
(b) the User Data is accurate and true at the time it is provided;
(c) the User Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(d) the User Data is not “passing off” of any other business and does not constitute unfair competition;
(e) the User Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(f) the User Data does not contain any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material;
(g) the User Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
(h) the User Data does not breach or infringe any applicable laws.
(a) Pathways Digital acts as a passive conduit for the online distribution of User Data and has no obligation to screen User Data in advance of it being posted or otherwise onto the Platform. However, Pathways Digital may, in its absolute discretion, review and remove any User Data (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the User Data.
(b) You agree that you are responsible for keeping and maintaining records of User Data.
Pathways Digital will store User Data using a third-party hosting service selected by Pathways Digital (Hosting Service), subject to the following terms:
(a) (hosting location) The Client acknowledges and agrees that Pathways Digital may host the Platform via cloud-based services which use storage servers located outside Australia.
(b) (service quality) While Pathways Digital will use its best efforts to select an appropriate hosting provider, Pathways Digital does not guarantee that the Hosting Service will be free from errors or defects or that User Data will be accessible or available at all times.
(c) (security) Pathways Digital will use its best efforts to ensure that User Data is stored securely. However, Pathways Digital does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(d) (backups and disaster recovery) In the event that User Data is lost due to a system failure (e.g., a database or webserver crash), Pathways Digital cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
(a) We retain ownership of, or a licence to, all materials developed and provided in connection with the Platform, any Template Pathways, the Documentation, and our Services (including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing or provided orally) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.
(b) You may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it and adapting it for the purpose of accessing parts of the Platform which you have been validly granted access to. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform Content without prior written consent from Pathways Digital or as permitted by law.
(a) You retain ownership of all User Data and retain all rights in any Intellectual Property Rights owned or licensed to you not expressly granted to us under these Terms.
(b) You grant to Pathways Digital a revocable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any User Data in order for Pathways Digital to provide the Platform to Users.
(c) You:
(i) warrant that Pathways Digital’s use of your User Data as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and
(ii) indemnify Pathways Digital from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
(d) You indemnify Pathways Digital against all damages, losses, costs and expenses incurred by Pathways Digital arising out of any third party claim that your User Data infringes any third party’s Intellectual Property Rights.
(e) You indemnify Pathways Digital against all damages, losses, costs and expenses incurred by Pathways Digital arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
(f) This clause 8.2 does not apply to the extent of any metadata or other descriptive information produced from any User Data or use of the Platform by you.
(a) You acknowledge and agree that third party terms and conditions (Third Party Terms) may apply to use of the Platform or our Services.
(b) You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Platform or our Services and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(c) We will endeavour to notify you of Third Party Terms that apply to the Platform or our Services, in which case:
(i) you must immediately notify us if you do not agree to such Third Party Terms; and
(ii) if we do not receive a notice in accordance with the preceding clause you will be taken to have accepted those Third Party Terms, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(d) You acknowledge and agree that if it does not agree to any Third Party Terms, this may affect our ability to provide you the Platform or our Services.
(a) You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs or IT systems will be free from errors, defects or delay.
(b) You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrates it with third party software, or changes or augments the Platform, including by making additions or changes to the Platform code or by incorporating APIs into the Platform.
(c) You acknowledge and agree that third party software may be subject to enhancements, upgrades or other changes (Updates), which may affect the operation of the Platform. We will use reasonable endeavours to rectify any issues with the Platform but will not be liable for any loss suffered by you in connection with such Updates.
(d) We make no guarantee that any integration of the Platform with any third party software will be successful. Any failure of an integration, whether caused or contributed to by us or a third party, will not be our responsibility or a breach of these Terms. You release us from any claims for losses arising in connection with the failure of any integration.
(e) If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Platform Changes), then:
(i) you acknowledges and agrees that User Platform Changes can have adverse effects on the Platform and our Services;
(ii) you indemnify us in relation to any loss or damage that arises in connection with the User Platform Changes;
(iii) we will not be liable for any failure in the Platform or our Services, to the extent such failure is caused or contributed to by a User Platform Change;
(iv) we may require you to change or remove User Platform Changes, at our discretion, and if we do so, you must act promptly;
(v) we may suspend your access to the Platform until you have changed or removed User Platform Changes; and/or
(vi) we may change or remove any User Platform Changes, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Platform Change.
You agree that:
(a) no information owned by Pathways Digital, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
(b) all communications involving the details of other users on this Platform and of the Provider are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.
(a) We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at www.pathwaysdigital.io/privacy-policy.
(b) Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
(c) By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
The Platform and our Services are made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Pathways Digital cannot and does not represent, warrant or guarantee that:
(a) the Platform or our Services will be free from errors or defects;
(b) the Platform or our Services will be accessible at all times;
(c) messages or data sent through the Platform or our Services will be delivered promptly, or delivered at all; or
(d) any information provided through the Platform or our Services is accurate or true.
Pathways Digital will endeavour to correct any errors, bugs or defects in the Platform or our Services, which arise during the Term, and which are notified to Pathways Digital by you unless the errors, bugs or defects:
(a) result from the interaction of the Platform or our Services with any other solution or any computer hardware or services not approved in writing by Pathways Digital;
(b) result from any misuse of the Platform or our Services; or
(c) result from the use of the Platform or our Services by you or your End Users other than in accordance with these Terms or the Documentation.
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.
(b) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
(a) (Limitation of liability) To the maximum extent permitted by applicable law, Pathways Digital excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use of any services provided by any Provider. This includes the transmission of any computer virus.
(b) (Indemnity) You agree to indemnify Pathways Digital and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
(i) breach of any term of these Terms;
(ii) use of the Platform; or
(iii) your provision or receipt of goods or services from another User.
(c) (Consequential loss) To the maximum extent permitted by law, under no circumstances will Pathways Digital be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, these Terms or their subject matter, or any services provided by any Provider (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).
(a) Pathways Digital reserves the right to terminate a User’s (other than a Head Account Holder) access to any or all of the Platform at any time without notice, for any reason.
(b) In the event that a User’s Account is terminated:
(i) you must immediately cease using the Platform;
(ii) remove the Platform and Documentation from all materials in your care, custody or control, and, if they cannot be removed, then at our option, return or destroy all such material;
(iii) all End Users of that User will also be terminated; and
(iv) the User will be unable to view the details of all other Users or User Data.
(c) Users may terminate their Account, at any time by using the Platform’s functionality, where such functionality is available. Where such functionality is not available, Pathways Digital will effect such termination within a reasonable time after receiving written notice from the User.
(d) Notwithstanding termination or expiry of your Account, these Terms, or any other subscription you hold in connection with the Platform, any provision of these Terms which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
To the extent permitted by law, Pathways Digital reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Pathways Digital.
(a) Upon termination or expiry of this agreement, except where required by law, Pathways Digital may delete data and material associated with you, including User Data.
(b) Pathways Digital may not be able to recover any such data or content after the expiry of these Terms. You acknowledge and agree that it is your responsibility to back up any User Data or other information stored on the Platform prior to the expiry of these Terms.
(c) Pathways Digital will not be responsible to you, or any User, for, and we expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of these Terms and any loss of data.
(a) A notice or other communication to a party under these Terms must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in these Terms, or if no email address is specified in these Terms, then the email address most regularly used by the parties to correspond regarding the subject matter of these Terms as at the date of these Terms (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern these Terms, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii) when replied to by the other party,
whichever is earlier.
These Terms is governed by the law applying in Victoria. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to these Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these Terms is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party.
Except as otherwise provided in these Terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these Terms.
These Terms embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these Terms.
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms, and a reference to these Terms includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision.
In these Terms, capitalised terms have the meaning given to them in a Key Details, and the following phrases have the meaning set out below.
means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
means all manuals, help files and other documents supplied by Pathways Digital to Users relating to the Platform, whether in electronic or hardcopy form.
means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of these Terms.
means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
means files, data, information or any other materials, which is uploaded or inserted to the Platform, or otherwise provided to Pathways Digital, by a User, its Personnel or its End Users, and includes any Intellectual Property Rights attaching to such materials.
Welcome to Pathways!
Thank you for visiting our terms of service (Terms), the most updated copy of which can always be found at www.pathwaysdigital.io/legal (Website).
We are Pathways Digital Pty Ltd (ABN 30 650 409 288) (we’, ‘our’ or ‘us’) and “Pathways” is a platform for creating, managing and completing digital or electronic transactions, processes, or procedures as described on our Website (Platform).
These Terms govern your access to the Platform and us providing you any other goods and services as set out in these Terms (Subscription). Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier).
By clicking the tick box below or click the “I accept these Terms” button on our Website, paying for your Subscription or otherwise using any part of the Platform, you agree to be bound by these Terms which form a binding contractual agreement between you the person or the company you represent (‘you’ or ‘your’) and us.
Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 14. Please ensure you contact us if you want to cancel your Subscription.
We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.
In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
Please read these terms of service carefully before agreeing to proceed with your Subscription.
(a) By accepting these Terms, you represent and warrant that:
(i) you have the legal capacity and authority to enter into a binding contract with us; and
(ii) you are authorised to use the payment you provided when purchasing a Subscription.
(b) The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Software. By using the Platform, you represent and warrant that you are either over the age of 18 years or accessing the Software on behalf of someone under the age of 18 years old and consent to that person’s use of the Software.
(c) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, if you are under 16 or if you have previously been suspended or prohibited from using the Platform.
(d) If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
(a) Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 14.
(b) Subject to clause 2(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).
(c) This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice at least 1 month prior to the Renewal Date.
(d) At least 2 months prior to the expiry of the Renewal Date, we will provide you with advanced written notice of the agreement renewing and any applicable changes to the Subscription Fees or these Terms (Renewal Notice).
(a) We will provide you, to the extent described in your Subscription Tier, the Platform and the Documentation (Solution).
(b) (Scope of Subscription) Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).
(a) (Accounts) To use the Solution, each User is required to sign-up, register and receive an account through the Website (an Account).
(b) (Provide Information) As part of the Account registration process and as part of each Users continued use of the Website, each User may be required to provide personal information and details, such as email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, and other information as determined by us from time to time.
(c) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
(e) (Cancellation) We may, in our absolute discretion, suspend or cancel any Account for any reason, including for any failure to comply with these Terms or the Platform Terms.
You acknowledge and agree that:
(a) any information provided to you as part of or in connection with the Platform or the Services is general in nature, may not be suitable for your circumstances or a specific transaction and does not constitute financial, legal or any other kind of professional advice;
(b) except where specifically stated otherwise, we provide no guarantee or warranty as to the suitability of the Platform for any specific transaction or requirement of any User;
(c) each User is responsible for assessing the suitability of the Platform for a particular purpose and any information provided by Pathways Digital is not a substitute for legal advice, financial advice or any other specialty advice;
(d) it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.
While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform and Documentation for the Number of Solution Users. If your Subscription Tier on the Website does not specify a Number of Solution Users, your licence to use the Solution under this clause will be limited to one User (i.e., the Number of Solution Users will be one).
We will provide the support services during your Subscription in accordance with Schedule 1 (Support Services). The following terms apply unless otherwise specifically agreed in writing:
(a) we will take reasonable steps to provide Support Services where necessary during your Subscription;
(b) you must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control; and
(c) you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your personnel in accessing and use of the Platform.
We will store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:
(a) (hosting location) You acknowledge and agree that we may use storage servers to host the Platform via cloud-based services which use storage servers located outside Australia.
(b) (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
(c) (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(d) backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
You agree to:
(a) provide us with all documentation, information and assistance reasonably required by us to perform the Services; and
(b) provide us with access to any third party or other accounts used by you (including log-in details and passwords), as is reasonably required by us to perform the Services.
(a) You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Solution is complete, accurate and up-to-date.
(b) You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.
(a) You must, and must ensure that all Users, comply with these Terms and the Platform Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms or the Platform Terms, and you indemnify us in respect of any such damage, loss or expense.
(b) You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
(i) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;
(ii) use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(iii) upload any material that is owned or copyrighted by a third party, except with the express consent of that third party;
(iv) make copies of the Documentation or the Platform;
(v) adapt, modify or tamper in any way with the Platform;
(vi) remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;
(vii) act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
(viii) use the Platform in a way which infringes the Intellectual Property Rights of any third party;
(ix) create derivative works from or translate the Platform or Documentation;
(x) publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;
(xi) integrate the Platform with third party data or software, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any Documentation or instructions provided by us in writing;
(xii) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
(xiii) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than granting a User access as permitted under these Terms;
(xiv) decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
(xv) share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution’s security;
(xvi) make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent;
(xvii) attempt to circumvent any technological protection mechanism or other security feature of the Platform; or
(xviii) permit any use of the Solution in addition to the Number of Solution Users.
(c) If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
(d) You agree, and you must ensure that all Users agree:
(i) to comply with each of your obligations in these Terms and the Platform Terms;
(ii) to sign up for an Account in order to use the Solution;
(iii) that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
(iv) that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 5.
(a) You must pay subscription fees to us in the amounts specified on the Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).
(b) All Subscription Fees must be paid in advance and are non-refundable for change of mind.
(c) Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period and at the beginning of every Renewal Period thereafter.
(a) As set out in clause 2, your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel. Whilst your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
(b) We will not be required to pay any charge back amount if you fail to cancel your Subscription in accordance with these Terms.
(c) By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.
(d) We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice that you have terminated this authorisation or wish to change your payment method (and receipt of this is confirmed by us). Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us via our Website.
We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 6.
Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.
We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
(a) We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.
(a) The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner.
(b) You agree to release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.
(c) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
By providing User Data, you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:
(a) you are authorised to provide the User Data (including by being authorised to provide any services that you represent you provide);
(b) the User Data is accurate and true at the time it is provided;
(c) the User Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(d) the User Data is free from any material that may harm our reputation or that of associated or interested parties;
(e) the User Data is not “passing off” of any product or service and does not constitute unfair competition;
(f) the User Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(g) the User Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
(h) the User Data does not breach or infringe any applicable Laws.
(a) The Platform acts as a passive conduit for the online distribution of User Data and has no obligation to screen User Data. However, we may, in our absolute discretion, review and remove any User Data from the Solution at any time without giving any explanation or justification for removing the User Data, including if we determine that the User Data infringes a third party’s Intellectual Property Rights, or is reasonably likely to.
(b) You agree that you are responsible for keeping and maintaining records of User Data.
(a) If you become aware of User Data, or other Material, on the Platform that infringes the Intellectual Property Rights of any person, or is reasonably likely to, please contact us immediately via the contact details available on the Website.
(b) If you submit a complaint on our Website under clause 7.3(a):
(i) you warrant that the substance of the complaint is accurate, true and involves infringement of copyright;
(ii) you acknowledge and agree that groundless threats of legal proceedings in relation to copyright infringement may be prohibited under applicable law (for example, Australia’s Copyright Act 1968, or equivalent laws wherever you are located); and
(iii) you agree to indemnify Pathways Digital in relation to any loss or damage that may arise in relation to your complaint, including in relation to any third party claim that the complaint contains a groundless threat.
(a) (Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) and any materials used in demonstrations or otherwise provided to you by us prior to your Subscription (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you.
(b) (Licence to you) You are granted a licence to the Platform Content, for the Number of Solution Uses, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.
(a) You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services.
(b) We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
(c) You are responsible for ensuring that:
(i) you share User Data only with intended recipients; and
(ii) all User Data is appropriate and not in contravention of these Terms.
(d) You:
(i) warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
(ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
(a) You acknowledge and agree that the terms & conditions of third party suppliers of goods or services (Third Party Terms) may apply to your use of the Solution from time to time.
(b) You agree to any Third Party Terms applicable to third party goods and services that are used in providing the Solution to you, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(c) We will take reasonable steps to notify you of Third Party Terms that apply to the Solution, you must immediately notify us if you do not agree to such Third Party Terms.
(d) You acknowledge and agree that if you do not agree to any Third Party Terms, this may affect our ability to provide you the Solution and we will not be liable for any issues in providing you the Solution where you do not agree to any Third Party Terms.
(a) You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay.
(b) You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.
(c) If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Platform Changes), then:
(i) you acknowledge and agree that User Platform Changes can have adverse effects on the Solution, including the Platform;
(ii) you will indemnify us in relation to any loss or damage that arises in connection with the User Platform Changes;
(iii) we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Platform Change;
(iv) we may require you to change or remove User Platform Changes, at our discretion, and if we do so, you must act promptly;
(v) we may suspend your access to the Solution until you have changed or removed User Platform Change; and/or
(vi) we may change or remove any User Platform Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Platform Change.
(a) Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
(b) Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
(c) The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.
(a) We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at www.pathwaysdigital.io/privacy-policy.
(b) Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
(c) By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
(a) (Warranties) We warrant that:
(i) during the Subscription Period, the Platform will perform substantially in accordance with the Documentation;
(ii) during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
(iii) to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
(b) (Errors) We will correct any errors, bugs or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:
(i) result from the interaction of the Platform with any other solution or computer hardware, software or services not approved in writing by us;
(ii) result from any misuse of the Platform; or
(iii) result from the use of the Platform by you other than in accordance with these Terms or the Documentation.
(c) (Service Limitations) The Solution is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:
(i) the Solution will be free from errors or defects;
(ii) the Solution will be accessible at all times;
(iii) messages sent through the Solution will be delivered promptly, or delivered at all; or
(iv) any information provided through the Solution is accurate or true.
(d) (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.
(e) (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
(a) (Limitation of liability) To the maximum extent permitted by applicable law, our maximum aggregate liability to you in respect of loss or damage sustained by you under or in connection with these Terms or the Solution is limited to the total Fees paid to us by you in the 6 months preceding the first event giving rise to the relevant liability.
(b) (Indemnity) You agree at all times to indemnify and hold harmless Pathways Digital and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by you or you officers’, employees’ or agents’:
(i) breach of any third party intellectual property rights;
(ii) breach of any term of this agreement;
(iii) negligent, wilful, fraudulent or criminal act or omission; or
(iv) use of the Solution.
(c) (Consequential loss) We will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with these Terms or any goods or services provided by us, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.
(a) You may notify us that you would like to upgrade or downgrade your Subscription Tier or the Number of Solution Users at any time. If you do, we will:
(i) take reasonable steps to promptly provide you with access to the new Subscription Tier or the additional Number of Solution Users; and
(ii) upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.
(b) For the avoidance of doubt, if you choose to downgrade your Subscription or Number of Solution Users, access to the new Subscription Tier or Number of Solutions and the new Subscription Fees will commence at the start of the next Renewal Period, unless we notify you otherwise. We are not under any obligation to pro-rate Subscription Fees for downgrades in between Renewal Periods, however we reserve the right to from time to time.
(c) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.
(a) We may terminate these Terms or any Subscription in whole or in part immediately by written notice to you, at any time for any reason, including if:
(i) you, a member of your Personnel, or a User, are in breach of any term of these Terms or the Platform Terms; or
(ii) you become subject to any form of insolvency or bankruptcy administration.
(b) If we terminate these Terms under this clause 14, in circumstances where you have not breached any of these Terms, we will issue you with a refund of a pro-rata amount of the remainder of the current Subscription of Renewal Period’s Subscription Fee in which you will not have access to your Subscription.
(a) You may cancel your Subscription for convenience at any time by notice to us. The termination of your Subscription will take effect at the end of the then current Subscription Period or Renewal Period (Cancellation Period).
(b) Any Subscription Fees that would otherwise have been payable during the Cancellation Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid for the Cancellation Period will be refundable.
(c) We will continue to provide you the Solution during the Cancellation Period (including your licence to the Platform) and you may retrieve any necessary User Data during this time.
(a) If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party the nature and details of the Breach.
(b) The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).
(c) After the Rectification Period, the Notifying Party will notify the other party that:
(i) where the Breach has been successfully rectified, that the agreement will continue; or
(ii) where the Breach has not been successfully rectified, that this agreement is terminated (Termination for Breach Notice).
(d) Following a Termination for Breach Notice:
(i) your Subscription will immediately terminate and you and your Users will no longer have access to the Solution, User Data or your Account; and
(ii) if you are the Notifying Party, no further fees will be payable by you (unless later found that such termination was invalid).
(a) Upon termination of these Terms you will no longer have access to the Platform, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data. You release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point.
(b) Notwithstanding termination or expiry of your Account, this agreement any provisions of these Terms which by its nature would reasonably be expected to survive after termination or expiry, will continue to apply.
(a) Upon termination or expiry of these Terms, except where required by law, we may delete data and material associated with your or your User’s Account, including User Data.
(b) We may not be able to recover any such data or content after the expiry of these Terms. You acknowledge and agree that it is your responsibility to back up any User Data or other information stored on the Platform prior to the expiry of these Terms.
(c) We will not be responsible to you, or any User, for, and we expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of these Terms and any loss of data.
(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
(a) We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
(c) Subject to compliance with clause 16(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of us;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.
(a) A notice or other communication to a party under these Terms must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
(ii) when replied to by the other party,
whichever is earlier.
This agreement is governed by the law applying in Victoria. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
18.6 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (currency) a reference to $; or “dollar” is to Australian currency;
(c) (gender) words indicating a gender includes the corresponding words of any other gender;
(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
means all manuals, help files and other documents supplied by us to you relating to the Platform, whether in electronic or hardcopy form.
has the meaning given in clause 3.5(a).
means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
means the number of Users that you may make the Solution available to, in accordance with your Subscription Tier.
means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
has the meaning given in the first paragraph of these Terms.
has the meaning set out in clause 8.1(a).
means the Pathway Platform Terms that can be found at www.pathwaysdigital.io/legal as amended from time to time.
has the meaning set out in clause 3.1.
has meaning given in the first paragraph of these Terms.
has the meaning set out in clause 6 of these Terms.
means the period of your Subscription to the Solution as agreed on the Website.
has the meaning given in the first paragraph of these Terms.
has the meaning given in clause 3.5.
means you and any third party end user of the Platform who you make the Platform available to.
means any files, data, document, information or any other Materials, which is uploaded or inserted to the Platform (including within a Pathway) by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those Materials.
means the website at the URL set out in the first paragraph of these Terms, and any other website operated by us in connection with the Solution.
(l) We will use our best endeavours to provide the Support Services in accordance with the Service Levels in Table 1 (Service Levels).
Table 1: Service Levels
(m) The severity and priority of support requests are classified as follows:
(A) issues where the Platform is down or unstable; and
(B) impact a critical business function potentially resulting in financial loss or your ability to do business.
(A) issues where the Platform is seriously degraded; and
(B) impact your ability to do business (without the risk of financial loss).
(A) issues where the Platform is moderately degraded but does not render the Platform unavailable to you.
(A) issues with the Platform which have minimal or no impact on your business and do not degrade system functionality or hinder or prevent completion of critical tasks, including issues which are cosmetic in nature.
You acknowledge and agree that:
(a) The Service Levels do not apply to any performance or availability issues arising from:
(i) factors outside our reasonable control (e.g. natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centres, including at your site or between your site and our data centre);
(ii) any information technology systems, hardware or software not provided by us;
(iii) your utilising the Platform contrary to our advice on utilisation of the Platform (including any policies or guidelines provided to you by us or a Third Party Service);
(iv) during or with respect to a preview, pre-release, beta test or trial versions of the Platform (including any particular feature);
(v) you or a User’s action or inaction to a reasonable request from us in relation to an issue; or
(vi) you or a User’s failure to maintain and following appropriate security practices,
(b) We cannot guarantee that all issues, problems or security threats will be identified;
(c) The final solution provided by us may differ from any initial diagnosis;
(d) The priority levels in accordance with clause 1 of this Schedule of any specific issue is determined at us in our sole discretion;
(a) These Service Levels are indicative and if we are not able to meet a Service Level set out in this clause, for any reason, you will not have any claim for delay and we will use our best endeavours to respond to or resolve the relevant issue as soon as possible; and
(b) we will use its best endeavours to provide you with 8 hours prior notice of any scheduled downtime.
(a) Unless otherwise set out in this Schedule 1, the Support Services will be available from 8am – 6pm on Business Days (Business Hours).
(b) All Response Times and Resolutions Targets do not include any time that falls outside a Business Hours.
(c) Support Services can be accessed via the following methods: