Terms of use

1. Engagement and Term

1. 1.1
   These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).
2. 1.2
   Subject to your compliance with these Terms, we will provide you with access to the Services.
3. 1.3
   Where we require access to your premises or computer systems in order to provide the Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
4. 1.4
   We will not be responsible for any other services unless expressly set out in these Terms or on our Site.
5. 1.5
   If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
6. 1.6
   Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.
7. 1.7
   We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services.

2. Account

1. 2.1
   You must sign up for an Account in order to access and use the Services.
2. 2.2
   You may invite Authorised Users to access and use the Services under your Account. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using the Services. Any limitations on the number of Authorised Users you can have will be set out in your Account or on the Services.
3. 2.3
   While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

   1. (a)
      provide us with information that is true, accurate and complete, and ensure that you keep your information up-to-date;
   2. (b)
      keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
   3. (c)
      notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
4. 2.4
   If you close your Account, you and your Authorised Users will lose access to the Services.

3. Pre-paid Credits

1. 3.1
   You may be eligible to access the Services through a pre-paid credit made available to you by a third party (a Pre-paid Credit). Where that third party is a Sponsor, the Pre-paid Credit forms part of a Subscription purchased by that Sponsor. Where that third party is a Technical Support Specialist (“TSS”), the relevant Pre-paid Credit is also a Specialist Pre-paid Credit, and the additional terms in clauses 3.5 and 3.6 apply to it.
2. 3.2
   We retain sole discretion to accept or reject any Pre-paid Credit made available to you. Acceptance of a Pre-paid Credit by us does not create any obligation on us to continue providing the Services beyond these Terms.
3. 3.3
   You agree that Pre-paid Credits (including Specialist Pre-paid Credits):

   1. (a)
      have no monetary value and cannot be sold, transferred to another user, or exchanged for cash;
   2. (b)
      are not financial products, securities, investments, debt, loans or any other financial product, and are not a derivative instrument of any of the foregoing;
   3. (c)
      do not accrue interest, dividends or returns of any kind;
   4. (d)
      do not grant you any rights unless expressly set out in these Terms;
   5. (e)
      are non-transferable and may only be claimed by the eligible person or entity to whom they are made available; and
   6. (f)
      are not redeemable for cash or any other form of consideration.
4. 3.4
   Pre-paid Credits must be claimed and the entire certification process fully completed within 12 months of the date the Pre-Paid Credit is claimed by you or allocated to you by us. Any unused, unapplied or unclaimed Pre-paid Credits will automatically expire at the end of that period and cannot be reinstated.
5. 3.5
   Where your access to the Services is funded by a Specialist Pre-paid Credit, your continued access is conditional on maintaining active engagement with the TSS that made the Specialist Pre-paid Credit available. If that engagement ends, is suspended, or otherwise ceases for any reason, we may, at our sole discretion, cancel the relevant Specialist Pre-paid Credit and suspend or terminate your access to the Services, without liability to you. We will provide you with reasonable written notice before doing so where practicable.
6. 3.6
   Where your access to the Services is funded by a Pre-paid Credit, references in these Terms to “Subscription Fees” and “payment” apply only to the extent relevant to your use of the Services, and do not imply any obligation on you to pay for the Services unless you subsequently elect to purchase the Services separately.

4. Certification Services

1. 4.1
   You may purchase or obtain access to Certification Services from us, but we will only issue you a Certificate:

   1. (a)
      The Requirements for each certification level include completing the TSS Confirmation under clause 4.7, the Director Attestation under clause 4.9, and, where an independent audit is specified as a Requirement for that level on the Site or in the Certification Framework, successfully completing that audit under clause 4.13.
   2. (b)
      Each Certificate we issue is issued under, and subject to, the Certification Practice Statement the SMB1001 Framework published by the Standards Authority, in each case in the form current as at the date the Certificate is issued (Certification Date). The Certificate is valid as at the Certification Date.
   3. (c)
      The version of the Certification Framework and Certification Practice Statement that applies to your certification is the version current at the time you complete the Director Attestation under clause 4.9, or, where an audit is a Requirement for your level, the version current when that audit is completed, whichever is later. We will maintain a version history of the Certification Framework and Certification Practice Statement on the Site.
   4. (d)
      If we publish a new version of the Certification Framework, Certification Practice Statement or Requirements that materially changes what you must do to maintain an Active Certificate, we will give you reasonable written notice before that version applies to your existing Certificate, and you may terminate these Terms under clause 15.4 before it takes effect.
2. 4.2
   Each Certificate is valid for 12 months from the date of issue, unless otherwise specified on the Certificate (Certification Term).
3. 4.3
   If a Certificate is not issued within 12 months of purchase or the date you were granted access to the Certification Services, the Certification Services expire. To renew your Certificate after the end of the Certification Term, or expiry of the Certification Services, you must purchase or obtain new Certification Services and complete the certification process again.
4. 4.4
   Certification Status: Once issued, a Certificate will be deemed Active. A Certificate will be moved from Active to one of the following statuses based on compliance audits or administrative actions undertaken by us as part of the Services:

   1. (a)
      Under Review: We may place your Certificate Under Review where we initiate a formal investigation to verify that you continue to meet the Requirements, including as part of a random audit or following a reported or detected security incident. While under review, your Certificate remains listed but a “Pending Review” flag will be visible on your Account. You agree to cooperate with any audit or review process, including providing relevant documentation within the timeframes we reasonably specify. If you fail to cooperate, or the review reveals that you have failed to maintain the Requirements, we may revoke your Certificate under clause 4.4(c).
   2. (b)
      Withdrawn: We may mark your Certificate as Withdrawn where you have requested to end the Certification Services, or where your Account has been terminated in accordance with clause 14. You may reapply by purchasing or obtaining new Certification Services.
   3. (c)
      Revoked: We may Revoke your Certificate where you have failed to meet the Requirements, including where:

      1. (1)
         you were placed Under Review but have not remedied your failure to meet the Requirements within the reasonable timeframe specified by us; or
      2. (2)
         you have misrepresented your Certification Status or tier to any third parties.

      Where your Certificate is revoked, it is immediately cancelled and your licence to use the Certification Badge under clause 10 is automatically revoked. We reserve the right to prevent you from reapplying for a specified period, as set out on the Site or notified to you by us.

5. 4.5
   Technical Support Specialist Requirement: As a precondition to obtaining a Certificate at any certification level, you must engage a Technical Service Specialist (TSS) to assist you in implementing the technical controls required for the relevant certification level. A TSS may be a person within your organisation or an independent third-party provider approved by us or from our list of approved providers, available on the Site or through your Account. We retain sole discretion to approve or reject any proposed TSS.
6. 4.6
   If your preferred TSS is not currently approved, they may apply for approval through the process set out on the Site. A TSS must hold their own certification at least equivalent to the level for which they are providing support.
7. 4.7
   During the certification process, your nominated TSS must confirm via the Services that they have been engaged by you as your TSS for the relevant certification level and that the technical controls within the scope of the TSS’s engagement for the relevant certification level have been implemented (TSS Confirmation). The TSS Confirmation must be submitted before you can complete Director Attestation under clause 4.9. The TSS Confirmation, together with the Director Attestation under clause 4.9, operate as a dual sign-off, and all of them must be completed via the Services before a Certificate may be issued.
8. 4.8
   You acknowledge that:

   1. (a)
      the TSS is an independent third party and is not affiliated with or acting on behalf of us;
   2. (b)
      we are not responsible for the advice, services or conduct of your TSS; and
   3. (c)
      engaging a TSS does not reduce your responsibility for meeting the Requirements.
9. 4.9
   Director Attestation: As a precondition to obtaining a Certificate at any certification level, a director or authorised officer of your organisation must attest that all applicable controls for the relevant certification level have been implemented (Director Attestation).
10. 4.10
    Director Attestation cannot be completed until the TSS Confirmation under clause 4.7 has been submitted. The platform will not permit Director Attestation to proceed until this precondition is satisfied. Both sign-offs must be completed before a Certificate may be issued.
11. 4.11
    By completing Director Attestation, the director or authorised officer represents and warrants that:

    1. (a)
       all controls required for the relevant certification level have been implemented; and
    2. (b)
       the information provided is true, accurate and complete.

    The director or authorised officer acknowledges that providing a false or misleading attestation may result in revocation of your Certificate under clause 4.4(c) and may constitute misrepresentation.

12. 4.12
    You acknowledge that Director Attestation covers all controls at the relevant certification level. You are solely responsible for ensuring that all non-technical and human behaviour controls have been implemented prior to completing Director Attestation.
13. 4.13
    For certain certification levels, an independent external audit is required as an additional precondition to the issue of a Certificate, as specified on the Site. Where an external audit is required, an additional audit fee will apply, as set out on the Site at the time you obtain access to the relevant Certification Services.
14. 4.14
    Certification Services are non-refundable, including where your Certificate is placed Under Review, Withdrawn or Revoked, or where a Certificate is not issued within 12 months of purchase or the date you were granted access to the Certification Services.
15. 4.15
    Public Identification and Verification Register: To enable third parties (including your customers, prospects, suppliers, insurers, regulators and supply chain partners) to independently identify the legal entity to which a Certificate has been issued and to verify the authenticity, validity and currency of that Certificate, we operate a publicly accessible verification register on the Site that lists each Certificate we issue. For each Certificate, the verification register will display the legal name of the certified entity, the government-issued business or organisation registration identifier you provided when establishing your Account (for example, an Australian Business Number (ABN), Employer Identification Number (EIN), Company Registration Number, Companies House number, Unique Entity Number or equivalent identifier issued in your jurisdiction, the sole purpose of which is to uniquely identify the certified legal entity), the relevant certification level and standard, the date of issue and date of expiry, and the current Certification Status. You acknowledge and agree that this information is an entity-level and is published for the purpose of identification and verification of any Certificate that you hold; that publication is necessary for the integrity of the certification scheme so that the Certificate can be reliably linked to a specific legal entity and similarly named entities can be distinguished by relying parties; and that, by applying for and accepting a Certificate, you consent to this information being publicly displayed for so long as the Certificate is held and for a reasonable period thereafter up to a maximum of 6 months, so that relying parties may confirm that the Certificate has expired, been Withdrawn or been Revoked. You may request that we correct information displayed on the verification register where you believe it to be inaccurate or out-of-date by contacting us in accordance with clause 16.8. We will not, however, suppress, mask or omit information that is necessary for the identification of the certified entity or the verification of the Certificate.

5. Use of Artificial Intelligence

1. 5.1
   We may use artificial intelligence tools and technologies (AI Tools) in connection with the delivery of the Services, including to assist with customer support, platform development, and other operational functions.
2. 5.2
   Where we use AI Tools in connection with the Services, you acknowledge and understand that:

   1. (a)
      responses or outputs generated by AI Tools may be reviewed, supplemented or overridden by our staff, particularly where a query is escalated or involves a complex or sensitive matter;
   2. (b)
      AI Tool outputs are generated automatically and, while we take reasonable steps to ensure their accuracy, we do not warrant that any AI-generated response or output will be error-free, complete or suitable for your particular circumstances; and
   3. (c)
      you should not rely on AI-generated outputs as a substitute for professional advice.
3. 5.3
   Any AI Tools we use are subject to our confidentiality and data handling obligations under these Terms. We agree to take reasonable steps to ensure that Your Data processed by AI Tools is handled in accordance with clause 11 (Confidential Information and Personal Information) and our privacy policy.
4. 5.4
   We may update or change the AI Tools we use from time to time in accordance with these Terms.
5. 5.5
   To the maximum extent permitted by law, we will not be liable for any Liability arising from your reliance on any AI-generated output provided in connection with the Services.

6. Third Party Services

1. 6.1
   To the extent that the Services involve the provision of access to or use of third party services or products (Third Party Services), you acknowledge and agree that:

   1. (a)
      the Third Party Services may be subject to additional terms and conditions (Third Party Services Terms);
   2. (b)
      you may be required to accept end user licence agreement terms before using the Third Party Services;
   3. (c)
      the Third Party Services may be operated and controlled by parties unrelated to and completely independent from us;
   4. (d)
      the Third Party Services Terms may be amended by the Third Party Services provider from time to time; and
   5. (e)
      in connection with the Services, you will comply with the Third Party Services Terms at all times.

7. Subscription Fees

1. 7.1
   You may choose to purchase Services from us, as set out on our Site (Paid Services). You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Site (as applicable).
2. 7.2
   We may offer free trials for certain Paid Services. At the end of the free trial, you will either begin to be charged for the Paid Service or lose access to it (unless you sign up to it as a Paid Service), as specified in the trial offer you sign up to.
3. 7.3
   Details of our Paid Services, including features, limitations and fees are set out on our Site. All Paid Services must be paid for at the time you order the Service.
4. 7.4
   Renewal: All Services continue for 12 months (Service Term). At the end of each Service Term, you may renew your Services by either:

   1. (a)
      purchasing the Services or a Subscription again; or
   2. (b)
      where a further Pre-paid Credit is available and accepted by us in accordance with clause 3.2, claiming a new Pre-paid Credit.

   Renewal is not automatic and is subject to these Terms.

5. 7.5
   Our payments methods will be set out at the time you purchase the Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).
6. 7.6
   You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.
7. 7.7
   If any fees due under these Terms or as a result of your use of the Services are not paid on time, we may:

   1. (a)
      suspend your access to the Services; and
   2. (b)
      charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
8. 7.8
   You are responsible for paying any levies or taxes associated with your use of the Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

8. Licence

1. 8.1
   During the Term, we grant you and your Authorised Users a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.
2. 8.2
   When you purchase our Paid Services or are granted access via a Pre-paid Credit, we grant you and your Authorised Users the right to access the purchased Service until the earlier of the specified duration of access, the termination of these Terms or your cancellation of the specific Service or the cancellation of your Pre-paid Credit in accordance with clause 3.5. These rights cannot be passed on or transferred to any other person.
3. 8.3
   You must not (and you must ensure that your Authorised Users do not):

   1. (a)
      access or use the Services in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
   2. (b)
      interfere with or interrupt the supply of the Services, or any other person’s access to or use of the Services;
   3. (c)
      introduce any viruses or other malicious software code into the Services;
   4. (d)
      use any unauthorised or modified version of the Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;
   5. (e)
      attempt to access any data or log into any server or account that you are not expressly authorised to access;
   6. (f)
      use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
   7. (g)
      circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
   8. (h)
      access or use the Services to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

9. Availability, Disruption and Downtime

1. 9.1
   While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
2. 9.2
   The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
3. 9.3
   We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

10. Intellectual Property and Data

1. 10.1
   We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.
2. 10.2
   We own or have licenses to all content displayed on the Services (Content). You do not have any ownership rights in any Content on the Services. Subject to your compliance with these Terms, we grant you a non-exclusive, revocable, non-sublicensable and non-transferable licence to view and download the Content, solely for your own internal business use.
3. 10.3
   You must not (and must ensure that your Authorised Users do not), unless expressly authorised by us or these Terms:

   1. (a)
      circumvent or disable any content protection system or technical protection measure used in the Services or the Content;
   2. (b)
      copy or modify, in whole or in part, any of the Content;
   3. (c)
      reproduce, retransmit, distribute, disseminate, sell, publish broadcast or otherwise commercialise the Content to any third party; or
   4. (d)
      breach, or allow any third party to breach, any intellectual property rights in the Content.
4. 10.4
   We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

11. Confidential Information and Personal Information

1. 11.1
   While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
2. 11.2
   However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
3. 11.3
   We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.
4. 11.4
   You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
5. 11.5
   We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
6. 11.6
   Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
7. 11.7
   This clause 11 will survive the termination or expiry of these Terms.

12. Consumer Law Rights

1. 12.1
   In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.
2. 12.2
   Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
3. 12.3
   If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
4. 12.4
   This clause 12 will survive the termination or expiry of these Terms.

13. Liability

1. 13.1
   To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

   1. (a)
      your computing environment (for example, your hardware, software, information technology and telecommunications services and systems);
   2. (b)
      any use of the Services by a person or entity other than you or your Authorised Users; or
   3. (c)
      any loss, damage, harm or other negative impact arising from or in connection with a Certificate being placed Under Review, Withdrawn or Revoked, where that change in Certification Status was made by us in accordance with these Terms.
2. 13.2
   Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

   1. (a)
      neither we or you are liable for any Consequential Loss;
   2. (b)
      a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
   3. (c)
      (where the Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
   4. (d)
      our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability, or if you have not paid for the Service, to AU$1,000.
3. 13.3
   This clause 13 will survive the termination or expiry of these Terms.

14. Notice Regarding Apple

1. 14.1
   To the extent that you are using or accessing the Services on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Services and any content available on the Services.
2. 14.2
   Apple has no obligation to furnish you with any maintenance and support services with respect to the Services.
3. 14.3
   If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
4. 14.4
   Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
5. 14.5
   Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
6. 14.6
   You agree to comply with any applicable third-party terms when using our mobile application.
7. 14.7
   Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
8. 14.8
   You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

15. Suspension and Termination

16. General

1. 16.1
   Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
2. 16.2
   Disputes: Neither we nor you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

   If the Dispute is not resolved at that initial meeting:

   1. (a)
      where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
   2. (b)
      where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Brisbane, Queensland, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
3. 16.3
   Force Majeure: Neither party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the party seeking to rely on the benefit of this clause:

   1. (a)
      as soon as reasonably practical, notifies the other party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
   2. (b)
      uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

   Where the Force Majeure Event prevents a party from performing a material obligation under these Terms for a period in excess of 60 days, then the other party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a party’s obligation to pay any amount that is due and payable to the other party under these Terms.

4. 16.4
   Governing law: These Terms are governed by the laws of Queensland, and any matter relating to these Terms is to be determined exclusively by the courts in Queensland and any courts entitled to hear appeals from those courts.
5. 16.5
   Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
6. 16.6
   Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
7. 16.7
   Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
8. 16.8
   Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
9. 16.9
   Professional Services Disclaimer and Sample Clauses: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice. As part of the Services, we may provide you with access to sample contract clauses for your use (Sample Clauses). You acknowledge and agree that we do not provide legal services or legal advice by making these Sample Clauses available to you, nor do we make any representations or warranties that the Sample Clauses are suitable for your particular requirements. We strongly recommend that you obtain your own independent legal advice before relying on or using any Sample Clauses provided by us.
10. 16.10
    Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
11. 16.11
    Referrals: As part of the Services, we may provide recommendations or contact details for specialist advisers, such as IT security experts or other professional service providers. We may receive a referral fee or commission from an adviser if you engage their services following our referral. We are not responsible for the advice they provide or your relationship with them.
12. 16.12
    Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
13. 16.13
    Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent that party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.

17. Definitions

Term	Definition
Account	means an account accessible to the individual or entity who signed up to the Services, under which Authorised Users may be granted with access.
Active	means a certification status indicating that a Certificate has been issued, remains valid, and has not been placed Under Review, Withdrawn or Revoked.
Authorised User	means a user that you have invited to use the Services through your Account.
Certificate	means a certificate issued by us to you upon your satisfaction of the Requirements as part of the Certification Services, certifying that you have met the relevant standards for the applicable certification level.
Certification Services	means the services we provide to enable you to obtain cyber security certification, as further described in clause 4 and the Site.
Consequential Loss	includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute “Consequential Loss”.
Director Attestation	has the meaning given in clause 4.9.
Force Majeure Event	means any event or circumstance which is beyond a party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Liability	means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Personal Information	means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Requirements	means the requirements for the relevant Certificate, as set out in the materials we provide to you via the Site.
Services	means the services we provide to you, including the Certification Services, as detailed at the beginning of these Terms.
SMB User	means a small-to-medium business that claims a Pre-paid Credit made available by a Sponsor through the Sponsor’s dashboard, for the purpose of accessing the Certification Services.
Sponsor	means an entity that purchases a Subscription and makes the resulting Pre-paid Credits available to SMB Users through the Sponsor’s dashboard on the Services.
Subscription	means the purchase of a specified number of Pre-paid Credits, as set out on the Site, which may be allocated to eligible users (including SMB Users) to claim and apply towards the Certification Services.
Subscription Fees	means the fees payable by you to purchase a Subscription, as set out on the Site at the time of purchase.
Pre-paid Credit or Specialist Pre-paid Credit	has the meaning given in clause 3.1.
TSS or Technical Support Specialist	means an independent third-party technical service provider engaged by you to assist with the implementation of technical controls required for certification, who must be listed on our approved provider list as set out on the Site or through your Account.
TSS Confirmation	has the meaning given in clause 4.7.
Your Data	means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving the Services or stored by or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.