Reformer Pilates 24/7  Terms and Conditions

SaaS License Terms

1. General

1.1  By agreeing to these Terms, you, being the person or entity that registers with us (theCustomer or you) are entering into a binding legal agreement with Reformer Pilates 24/7 Pty Ltd (ACN 665 108 841), its successors, assignees and related bodies corporate (defined in the Corporations Act 2001 (Cth)) (RP 24/7, we or us) and agree to comply with any and all applicable laws and regulations, whether domestic or international.

1.2  We offer a software-as-a-service platform (the Platform), which provides the following services in accordance with your Subscription as described in clause 2:

(a)  Reformer Pilates 24/7 Access: Our Platform facilitates access to a 24/7 unstaffed training studio, allowing you to engage in Reformer Pilates training at your convenience;

(b)  Membership Management: Through our intuitive app, you can manage and maintain your Subscription, exercise preferences, and training schedule;

(c)  Personalised Training Guidance: Upon registration, you will be required to complete a comprehensive questionnaire. Based on your responses, we will provide detailed guidelines and tailored instructions on how to access the studio and optimise your training experience;

(d)  Virtual Induction: Once you have purchased a Subscription, we will provide a virtual induction via video link. This induction will guide you through every aspect of utilising the studio, including security measures and utilizing our exclusive in-house video library;

(e)  Exclusive Video Library: Our platform hosts a continually expanding video library with over 200 exclusive videos, specifically curated for our customers. These videos are accessible only within our studios and not available for home workouts or elsewhere; and

(f)  Advanced Technology Integration: We are actively developing and implementing AI and AR technology within our studios. This innovative technology will provide real- time training information and feedback, enhancing the quality and effectiveness of your workouts.

in accordance with your Subscription as set out in clause 2 (collectively, the Services).

1.3  By accessing, purchasing, or otherwise using the Platform, including registering for our Services, you agree to be legally bound by these terms of use (Terms). If you do not agree to these Terms, you must cease using the Services immediately.

1.4  You warrant and represent to RP 24/7 that you have read and understood these Terms and have the authority and legal capacity to enter into and be bound by these Terms. You agree to pay any fees specified by us for the use of and access to the Services (Fees).

1.5  Capitalised terms are defined throughout these Terms, including in the Schedule.

1.6  We reserve the right to audit your use of the Services and your compliance with these Terms.

1.7  Our Privacy Policy (Privacy Policy) is incorporated into these Terms. You agree to the terms of our Privacy Policy when accessing or using our Services. In the event of any inconsistency, these Terms will take precedence.

1.8  You agree to allow RP 24/7 to send you emails regarding the Services, including any information regarding or relating to our products, in accordance with our Privacy Policy.

2. Subscription and Licence

2.1  Your subscription to use our Platform (Subscription) will commence on the Commencement Date and continue for the Subscription Period, subject to you paying the Fees as set out on our Prices page for your relevant subscription tier (where applicable) (Subscription Tier). Your Subscription Tier will list the scope of your Subscription, including your relevant inclusions and limits. If a Minimum Term is specified, the Subscription must continue for at least the Minimum Term.

2.2  Subject to these Terms and to your payment of the Fees, RP 24/7 grants you, solely for the period covered by the Fees, a limited, non-exclusive, non-transferrable, non-sublicensable licence to access and use the Services, for sole use by you, in accordance with the conditions set out in the Schedule and for the purposes of your business in accordance with these Terms (Licence). You acknowledge that we may grant any other number of licences for the Services to any other parties.

2.3  The Licence will be valid for the time period covered by the Fees as specified by RP 24/7 and the Services provided are limited to the scope of the inclusions in the relevant Subscription Tier.

3. Services

3.1  You may use the Platform to access and use the Services for the purpose of engaging in Reformer Pilates training and for managing your Subscription. The Platform allows you to:

(a)  Schedule and Book Sessions: You can use the Platform to schedule and book training sessions at the 24/7 unstaffed training studio;

(b)  Access Training Resources: The Platform provides access to our exclusive video library, allowing you to view instructional videos and exercise guides to enhance your training experience;

(c)  Manage Membership: You can use the Platform to manage your membership details, including updating personal information, selecting Subscription options, and monitoring Subscription status; and

(d)  Track Progress: The Platform may include features that enable you to track your progress, such as recording training sessions, tracking performance metrics, and setting personal fitness goals.

3.2  You acknowledge and agree that you are solely responsible and liable for accessing the Platform and using the Services:

(a)  Accuracy of Inputs: You are solely responsible for ensuring the accuracy and correctness of any inputs, details, or settings that you select or enter the Platform. This includes providing correct personal information, specifying training preferences, and selecting appropriate settings relevant to your fitness level and goals. It is essential to review and verify the information you provide before submitting it through the Platform;

(b)  Interpretation of Results: You bear full liability for interpreting any results generated on the Platform (Results) or making decisions based on those Results. The Platform may provide you with performance metrics, progress tracking, or other data derived from your training sessions and inputs. It is your responsibility to analyse and interpret these Results accurately. Any decisions made by you, such as adjusting training intensity, modifying exercises, or setting new goals, based on the outcomes or interpretations derived from the Results are entirely your own; and

(c) Exclusion of Our Responsibility: We do not assume responsibility for any decisions made by you based on the outcomes or interpretations derived from the Results. While we strive to provide accurate and reliable information through the Platform, it is ultimately your responsibility to use your own judgment and expertise when interpreting the Results and making decisions regarding your training regimen. We recommend consulting with qualified professionals, such as fitness trainers or medical practitioners, if you have any doubts or concerns regarding the interpretation of the Results or their impact on your training.

3.3  By accepting these Terms, you acknowledge and agree that the accuracy of inputs and the interpretation of Results lie solely within your control, and you release us from any and all liability in relation to and in connection with your use or misuse of the Platform and any decisions made based on the information provided through the Platform including the Results.

3.4  You may elect to receive automated email notifications about the Platform. By selecting to receive such emails, you expressly consent to us sending you automated emails to your nominated email address in the frequency selected or specified at the time of selection.

4. Intellectual Property

4.1  In these Terms, unless the context otherwise requires:

RP 24/7 IP refers to all intellectual property rights in the Platform and Services, including but not limited to:(a)  any Results, except to the extent that the data is already owned by its respective owner;

(b)  all text, graphics, user interfaces, photographs, trade marks (whether registered or common law trade marks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction, logos, and artwork including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content, contained on or in our Services;

(c)  any intellectual property rights in the Services, and Platform and any related software, interface and documentation;

(d)  all rights in respect of an invention, improvements, discovery, trade secret, secret process, know-how, concept, idea, information, process, data, formula or work product; and

(e)  software, code, documents and all products and services developed in whole or in part by RP 24/7.

4.2  For the avoidance of doubt, RP 24/7 IP does not include any data obtained from third party sources such as Google, or uploaded to the Services by you. Ownership and title to any third-party data remains with the original owner of such data.

4.3  RP 24/7 retains all title, rights in and ownership of the RP 24/7 IP and reserves all rights not expressly granted to you in these Terms. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any licence to, or assignment of, any RP 24/7 IP, whether by estoppel, implication or otherwise.

4.4  No licence in any RP 24/7 trade marks is granted under these Terms.

5. Fees

5.1  In consideration of the Licence granted under these Terms, you agree to pay us all the Fees due according to these Terms and as notified to you by RP 24/7 on a subscription basis.

5.2  Each Subscription Tier (where applicable) provides you with access to specific inclusions. If you reach the limit of such inclusions, you will be prompted to upgrade your Subscription Tier in order to obtain additional inclusions. If you select to upgrade your Subscription Tier, you agree to the new Fees and inclusions notified to you at the time of such upgrade.

5.3  Your billing cycle will commence on the Commencement Date or any other such date specified by RP 24/7, or if no date is specified, on the date that your profile created in the production environment for the Services. Your Fees will be due and payable determined by your subscription type (for example monthly or annual) and determined by the date that your subscription commenced. The Services will be automatically renewed at the end of each term in accordance with your subscription type, unless terminated earlier in accordance with these Terms.

5.4  You authorise RP 24/7 and our relevant payment processors, such as Stripe, to obtain payment from you for the subscription Fees as and when our fees become due (including, without limitation, ongoing subscription fees plus relevant taxes and duties) and to store your payment information and any other information related to your payment or provision of the Services as outlined in our Privacy Policy. You consent, to and accept responsibility, for all recurring charges to your credit or debit card (or other payment method, as applicable) based on this automatic renewal feature without further authorisation from you and without further notice except as required by law. You understand and agree that if payment is processed by a third-party processor, that the processor has its own terms and conditions to which you must agree in order for us to process payment. By making payment via such processor, you warrant and represent to us that you have read, understood and agreed to such terms.

5.5  You warrant and represent to us that at all times during the term of your Licence you will ensure that we have valid and up to date payment details, including credit card details and you grant us the authority to automatically debit the Fees due to us from the payment methods you have provided to us, including credit card. The parties agree that this authority will remain in force until either party validly terminates these Terms. It is your responsibility to ensure that all charges processed are accurate. You agree that you will notify us within 30 days from a billing date if any charge is not accurate after which date you will be deemed to have accepted all charges and to have waived any claim regarding a disputed charge.

5.6  We reserve the right to modify the Fees, our pricing structure and pricing terms at any time with notice to you in writing. Any such modification will be effective immediately upon the next renewal, billing period, upgrade or downgrade of your Licence. If you do not accept any increase in fees then you may terminate your licence within 30 days of notification to us of the revised Fees. If we do not receive any termination notice from you within 30 days of the Fee variation notification, you are taken to have accepted the increased Fees which will be applied to your next billing cycle.

5.7  All Fees are exclusive of all federal, state and other governmental taxes, goods and services tax and other such charges (Taxes). You are required to pay all Taxes at the same time as your payment of the Fees.

5.8  Except as expressly set out under these Terms, or as required by law, the Fees paid or payable under these Terms are non-refundable irrespective of your use or non-use of the Services or Licence.

5.9  You agree that we may charge interest on overdue amounts at the rate of 4% per month, calculated daily from the due date of such amount until the date of actual payment and that we may suspend or terminate your Licence if any amount remains unpaid for more than 30 days after we have provided written notice to you.

5.10  You must not pay or attempt to pay the Fees through any fraudulent or unlawful means. If your payment is not able to be successfully processed, or if we, in our sole discretion, suspect that it has been paid for using any fraudulent or unlawful means, we may immediately suspend or terminate the Services.

5.11 Please note that certain payment methods may involve agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we do not receive payment from you or your payment provider, you agree to directly pay to us all amounts due to us upon demand from us. Your non-termination or continued use of the Services reaffirms that we are authorised to charge your nominated payment method.

6. Updates and feature requests

6.1  RP 24/7 may, in its absolute discretion, make automatic further updates (such as error fixes, new features, compatibility upgrades, etc.) available to you. In some cases, in our sole discretion, these updates may only be available for particular Subscription Tiers. You acknowledge and agree that such upgrades may affect or change the functionality of the Platform and Services.

6.2  You acknowledge and agree that these Terms will continue to apply to your use of any such updates forming part of the Services unless otherwise stated by a separate agreement accompanying the update.

6.3  You may request feature updates in writing to us via the Platform and we may, in our sole discretion, implement such features to the Platform. You acknowledge and agree that by requesting any features for the Platform, you assign to us any Intellectual Property rights and waive any Moral Rights you may have in such feature, and that we may implement such features in our sole discretion.

6.4  RP 24/7 is not obliged to issue any updates to you or implement any feature updates.

7. Use of Services

7.1  To the extent that you upload, publish or transmit any data, content or other material through your use of the Services, you represent and warrant to RP 24/7 that you own all rights including intellectual property rights in, or have authorisation for, or are otherwise legally entitled to upload, transmit or use such material. You indemnify and hold harmless RP 24/7, its affiliates, agents, principals, contractors or employees for any loss, liability, cost or expense arising from or in connection with any breach of any intellectual property rights or any other claim that results from your publication or use of such material.

7.2  You agree that you will not, either alone or through any other party:

(a)  violate a security measure set up by RP 24/7 or violate a condition defined by RP 24/7 in connection with the Services;

(b)  make the Services available to a third party in whole or in part outside of the scope of the Services;

(c)  alter or remove the copyright notices, trademarks or other proprietary rights or other communications of the RP 24/7 IP;

(d)  use the Services to perform performance tests, system tests, or any other tests that adversely affect the use of the Services;

(e)  make any copies of any RP 24/7 IP;

(f)  use the Services to transmit or upload any computer viruses, worms, Trojan horses or other malware, or to trespass or burden any network capacity;

(g)  distribute, sub-licence, disclose, market, or transfer the Services to any party, or permit any person or entity to have access to the Services by any sharing, remote computing or hosting services or time-sharing arrangement;

(h)  circumvent, disable or otherwise interfere with security-related features of the Services or features that determine whether you are acting in accordance with these Terms;

(i)  use the Services in a way which impairs the functionality or reliability of the Services;

(j)  use the Services to publish or disseminate content that may be found to be defamatory or illegal;

(k)  remove, obscure, deface or alter any of RP 24/7 or any third party’s copyright notices,trade marks or other proprietary rights affixed to the Services or any RP 24/7 collateral;

(l)  copy, decompile, modify, reverse engineer, disassemble, attempt to derive the source code of RP 24/7 IP or any of their components except as expressly permitted by these Terms, or in writing by RP 24/7; or

(m)  in any form, or by any means, adapt, reproduce, store, distribute, display, publish or create derivative works from any part of the Services or any RP 24/7 IP without RP 24/7's express written permission.

7.3  You agree that RP 24/7 may, in its absolute discretion, limit your access to, or use of, the Services if, in its opinion, your use of the Services is excessive (being use outside of normal business use) or unreasonable or impacts on the usability or reliability of the Services for RP 24/7 or other users, or breaches these Terms.

7.4  RP 24/7 may require that you remove or delete any content uploaded onto the Services or your account within one (1) business day by written notice to you if RP 24/7 reasonably considers that such content:

(a)  infringes upon a third party's rights (including intellectual property rights);

(b)  is, or is likely to be, defamatory or to damage the reputation of RP 24/7; or

(c)  creates any third-party liability for RP 24/7.

7.5  You agree to use the Services in compliance with all applicable laws of the countries in which you or your customers reside, access or use the Services.

8. Your obligations

8.1  You agree that you are solely responsible and liable for:

(a)  immediately notifying RP 24/7 of any changes to your details, connections and requirements or any other details which may affect the provision of the Services;

(b)  obtaining and maintaining all computer hardware, software, and communications equipment needed to access the Services; and

(c)  implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against malicious content, including but not limited to computer infection, viruses, worms, trojan horses, and other code that manifest contaminating or destructive properties.

8.2  You acknowledge that the delivery of the Services may be dependent on you fulfilling your obligations under these Terms in a timely manner, including but not limited to the Customer Obligations set out in the Schedule. Without limiting RP 24/7's other rights under these Terms, if you fail to reasonably comply or delay in complying with any of your obligations under these Terms, RP 24/7 may, at its election:

(a)  suspend performance of the Services for the period of the non-compliance; or

(b)  continue to provide the Services and charge you for any reasonable additional costs incurred by RP 24/7.

8.3  You acknowledge that you remain liable to pay the Fees during any period of suspension under this clause 8.

8.4  RP 24/7 shall not be liable for any breach, delay or non-performance of Services due to any breach or delay of you, or any third party (including but not limited to internet service providers, website hosts, etc.) in complying with its obligations under these Terms, including but not limited to, unavailability of the whole or part of the Services due to you failing to comply with clause 8.2.

8.5 Where the performance of the Services requires the use of third-party software, the Customer must agree to any relevant licenses and terms of use required by that third party prior to any use of such third-party software or data.

9. Your account

9.1  For some Products, access may require a unique access code, token, username and/or password (Security Credentials). You must ensure that it is only accessed and used by the number of users specified for your Subscription Tier.

9.2  You must not release, distribute, publish or otherwise make public any Security Credentials provided to you in relation to the Services to any person.

9.3  You agree that you are responsible for maintaining the security of any account, login and Security Credentials, and that you will keep such information confidential. You must immediately notify RP 24/7 of any actual or suspected unauthorised use of your account details or any other breach of security.

9.4  If you provide Security Credentials to facilitate access to the Services (or to your data stored thereon) to any third party, you do so at your own risk. You must ensure that any such party accepts and complies with these Terms and that you agree to remain fully liable to RP 24/7 for the acts, omissions and negligence of that third party.

9.5  RP 24/7 reserves the right to suspend or terminate the Services or any account relating to the Services where it believes there has been a breach of security in relation to an account.

10. Use and Storage of Data

10.1  You acknowledge and agree that you have read, understood and agreed to the PrivacyPolicy, which outlines the parties’ obligations in relation to security, use and storage of data.

10.2  You agree that RP 24/7 may collect, maintain, process and use diagnostic, technical, usage and related information in relation to your use of the Services to develop, provide and improve RP 24/7's products and services, facilitate product support and verify compliance with these Terms.

10.3  For the purpose of this clause 8, Data means any of the following to the extent it relates to your business:

(a)  data or information, in whatever form, either entered, uploaded or stored on the Services;

(b)  information that you create using the Services; and

(c)  information generated by the Services.

10.4  RP 24/7 will, after the termination of these Terms, delete your Data within five (5) business days.

10.5  RP 24/7 may provide your Data to:

(a)  a third party in order to comply with its obligations under these Terms,

(b)  RP 24/7's other related entities, in order to comply with its obligations under these Terms;

(c)  a prospective investor in RP 24/7, or

(d)  a third-party service provider, or other party if you request disclosure or a connection with such party.

10.6  If RP 24/7 provides your Data to any third party, RP 24/7 will not be liable for that third party not complying with a request to delete that Data, provided that RP 24/7 has requested that the third party to delete your data.

10.7  You agree that any information we obtain from you (including automatically from your websites or content management systems) or information you upload, record, create or otherwise store in the Services, is stored by you at your own risk. The Services are not data storage or backup services. While RP 24/7 uses reasonable commercial efforts to prevent data loss, it does not warrant that its computers, Software or Services will be free from failures, corruption, security intrusion or interference. To the maximum extent permitted by law, RP 24/7 accepts no liability to you for any corruption or loss of data. You agree that it is your sole responsibility to regularly back up your data.

10.8  If you facilitate or permit access by any other party to your data in the Services, you are solely responsible for the actions of that party. RP 24/7 shall not be liable for any addition, modification or deletion of your information or data resulting from such access by any third party.

11. Third Party Information and Services

11.1  The Services may access, or contain links to, websites or services controlled by third parties. RP 24/7 does not guarantee the availability, accuracy, completeness, reliability, or timeliness of such websites or services, nor its stock information, location data or any other data displayed or located thereon. You agree and acknowledge that RP 24/7 is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of third-party materials or websites. You agree that such actions are your responsibility.

11.2  You agree that RP 24/7, its affiliates, agents, principals, contractors or employees shall have no liability to you for content that may be found to be offensive, indecent, objectionable or illegal either on the Services or any third-party website or software.

12. Warranties

12.1  You warrant and represent to RP 24/7 that you:

(a)  have the legal capacity and authority to enter into these Terms;

(b)  have the authority to act on behalf of any person or entity to whom the Services are provided; and

(c)  are responsible to determine that the Services meet your needs and are suitable for the purposes for which they are used.

12.2  You agree that you will not and will not permit any third party to:

(a)  use the Services for any purpose other than for its own lawful internal business purposes, in accordance with these Terms;

(b)  alter, copy, modify or create any derivative works of the Services, the underlying source code, or any documentation in any way, including but not limited to, customisation, translation or localisation;

(c)  rent, lease, license, sublicense, encumber, sell, offer for sale, or otherwise transfer rights to the Services or documentation, including for timesharing;

(d)  port, reverse compile, reverse assemble, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code in the Services;

(e)  copy, distribute, link, frame, mirror or otherwise make available any portion of the Services to any third party, except where such copies or links are made available through RP 24/7;

(f)  remove or alter any logos, trade marks, links, copyright or other notices, legends or markings from the Services;

(g)  attempt to access the accounts or data of any other user without authority of that user or us;

(h)  upload or distribute any data that contains viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services;

(i)  engage in unlawful, obscene, harassing, intimidating, threatening, predatory or stalking conduct, or conduct that may fall under one of the aforementioned categories;

(j)  use any programs, scripts, bots or other automated technology to scrape or access the Services or hijack user accounts or log-in sessions;

(k)  use the Services for benchmarking purposes or otherwise to analyse its workings and features for any competitive purposes or in a manner that imposes unusual demands on the service outside of normal functions and operations; or

(l)  use the Services other than for their intended purpose.

13. Disclaimer and Limitation of Liability

13.1  The Australian Consumer Law (ACL) contains warranties, guarantees and conditions that cannot be excluded. These Terms do not purport to exclude, restrict or modify the application of the ACL where to do so would contravene the ACL or cause any part of these Terms to be void.

13.2  Subject to the above, and except for warranties that cannot be excluded by law, RP 24/7 disclaims all representations and warranties with respect to the services, either express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, reliability, accuracy or achievement of results. You agree that your use of the Services is at your own risk, and that the Services are provided to you on an “as is” basis. RP 24/7’s express warranties in these Terms shall not be varied or increased and no obligation orliability shall arise out of RP 24/7 rendering technical or other advice or service in connection with the Services. It is your responsibility to ensure that the Services are appropriate for your proposed use.

13.3  As the Services rely on third party data sources, we do not make any representations or warranties with regards to the content or availability of the Services or the content of such third-party data sources, including their accuracy, reliability, correctness, or genuineness.

13.4  We will use reasonable endeavours to ensure that the Services are updated to function when third party data sources are updated or changed, however we make no representations as to the availability of any particular data source for the provision of the Services.

13.5  To the maximum extent permitted by law, if the Services experiences downtime, your remedies are limited to the following:

(a)  if downtime occurs for less than one (1) day, no remedy is required to be provided;

(b)  if downtime occurs for at least one (1) day, your Services will be suspended for such downtime period and additional days will be added to your existing Subscription Period proportionate to the period of such downtime; or

(c)  if downtime occurs for a continuous period of one (1) month or more, you will be entitled to a refund of Fees pre-paid for such period calculated from the first day of downtime.

13.6  Nothing in these Terms will exclude or limit your liability for a breach of the licence or aprovision of these Terms or a party’s liability which cannot be excluded or limited by law.Neither party accepts, and each party excludes, any liability for loss of or damage to tangible property other than that caused by its gross negligence and hereby excludes any other liability for negligence arising pursuant to these Terms. Under no circumstances will either party be liable for loss of revenue, loss of actual or anticipated profits, loss of contractors, loss of finance, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of or damage to or corruption of data, consequential or indirect loss, or special, punitive or incidental damages whether foreseeable or unforeseeable based on claims of you, RP 24/7 or any third party arising out of any breach or failure of express or implied warranty conditions or other term, breach of contract, misrepresentation, negligence, other liability in tort, failure of any remedy to achieve its essential purpose or otherwise.

13.7  You agree that to the maximum extent permitted by law, in no event shall RP 24/7, its affiliates, agents, principals, contractors or employees or any party acting on RP 24/7be liable for loss or damages (including, but not limited to direct or indirect, special, incidental or consequential damages), howsoever caused (including, but not limited to loss or corruption of data, loss of profit, failure to transmit or process data, system failures, business or service interruption, reliance on third party data), whether arising in contract, negligence, tort, equity or statute, in connection with, arising out of, or relating to, your use or inability to use the Services.

13.8  You agree that to the maximum extent permitted by law, any liability of RP 24/7 that cannot be excluded by law is limited, at RP 24/7's option, to the re-supply of the services or a refund of the total price actually paid by you to RP 24/7 for the Services for the six (6) months preceding the date on which the liability arose.

14. Release and indemnity

14.1 You agree to indemnify, hold harmless, release and discharge RP 24/7, its affiliates, agents, principals, contractors and employees in respect of any claim, action, cost, charge, expense, penalty, fine, payment, loss or damage which RP 24/7 suffers, incurs or is liable for, whether directly or indirectly, including but not limited to, any special, incidental or consequential damages and legal costs, arising from or in connection with your act, omission fraud, wilful misconduct or negligence, your use or misuse of the Services, your breach of these Terms or your breach of any third party agreement (including in relation to any third party agreements entered into on your behalf by RP 24/7 pursuant to these Terms).

15. Termination

15.1  These Terms commence on the Commencement Date as specified in the Schedule and continues for the Minimum Term (if any, as set out when you select your Subscription), after which it continues on a monthly basis (subject to your payment of the Fees).

15.2  You may terminate these Terms for any reason after the Minimum Term of 2 weeks (14 days) by cancelling via the Platform and your Subscription will terminate at the end of your Subscription Period.

15.3  Without prejudice to any other remedies, RP 24/7 may immediately suspend or terminate the Services, or these Terms, or cease offering the Services, in its absolute discretion, at any time and without notice to you if:

(a)  you are in breach of any obligation (including those relating to payment) under these Terms which has not been remedied after seven (7) days written notice;

(b)  you have breached these Terms and that breach is not capable of remedy;

(c)  any money payable to RP 24/7 becomes overdue, or in RP 24/7's opinion, if you will be unable to make a payment when it falls due;

(d)  you become or are suspected to be, insolvent, convene a meeting with your creditors or propose or enter into an arrangement with creditors, or make an assignment for the benefit of your creditors; or

(e) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of you or any of your assets.

15.4  Any amounts owing to RP 24/7 at the time of the suspension or termination shall become immediately due and payable.

15.5  RP 24/7 may terminate these Terms at any time and for any reason on 30 days' notice without the requirement to provide you with reasons. If RP 24/7 terminates these Terms under this clause 15, then any pre-paid and unused portion of your Fees will be refunded, except as required by law, in no other instances will any Fees be refundable. RP 24/7 will not be liable to you for any further loss or damage arising out of or in connection with RP 24/7 exercising its rights under this clause.

15.6  RP 24/7 may suspend the Services and suspend your access to the Services or any part of the Services until any relevant Fees have been paid in full or until any breach of these terms or a licence agreement is remedied in accordance with the relevant licence agreement.

15.7  Upon termination of these Terms, RP 24/7 may immediately remove any access to the Services, disable the Services and/or delete your account and data.

16. Support

16.1 If you have any support enquiries, you may send through a support ticket via the Platform.
We will use reasonable endeavours to provide acknowledgement of the support enquiry within five (5) business days.

17. Feedback and Dispute Resolution

17.1  If there is a dispute between the parties, the parties agree to adhere to the dispute resolution procedure set out in this clause.

17.2  The complainant must advise the respondent in writing, the nature of the dispute, the desired outcome of the dispute, and the action the complainant believes will settle the dispute. The parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting) within 14 days of the second party receiving the complainant's notice.

17.3  If the parties cannot agree on how to resolve the dispute at the Initial Meeting, either party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The parties must attend the mediation in good faith, to seek to resolve the dispute.

17.4  Any attempts made by the parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the parties under these Terms, by law or in equity.

17.5  Except in relation to urgent, injunctive or interlocutory proceedings, the parties agree that neither party may issue proceedings until they have acted in accordance with this clause.

18. General

18.1  Amendment: RP 24/7 may, in its sole discretion, modify these Terms or include new or additional terms regarding the use of the Services and RP 24/7' associated software and services. Such modifications or additions are incorporated into these Terms and will be effective immediately upon notice to you. Your continued use of the Services will constitute your agreement to be bound by the Terms, as amended. If you do not agree to the amended Terms, you may terminate these Terms and any relevant licence by providing written notice to RP 24/7 within 30 days of the date of notification of the change and any pre-paid unused portion of your licence fees will be refunded.

18.2  Assignment: You may not assign, sell, lend, sub-licence or otherwise deal with or transfer your rights to access and use the Services to another party without prior written permission from RP 24/7. For the purposes of clarity, if you are a company or trust, a Change of Control as defined in the Corporations Act 2001 (Cth) constitutes an assignment under these Terms.

18.3  Benefit of Terms: These Terms are made for the benefit of the parties only and are not intended for the benefit of any third party or to be enforceable by a third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to these Terms are exclusive to each party and not subject to the consent of any third party.

18.4  Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart. The parties agree that the words“execution”, “signed”, “signature”, “writing” or any similar words are deemed to include anyelectronic symbol, process or the keeping of electronic records (including portable document format) and will be granted the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping system.

18.5  Entire Agreement: These Terms (and all other terms and conditions and policies that are incorporated by these Terms) make up the entire agreement between the parties, and supersede all prior written and oral agreements, representations, undertakings and understandings. Where there is an inconsistency between these Terms and any additional terms, these Terms will prevail.

18.6  Force Majeure: You agree that RP 24/7 will not be liable for any delay or failure to perform its obligations under these Terms if such delay is due to any circumstance beyond its reasonable control. If RP 24/7 is delayed in performing its obligations due to such a circumstance for a period of at least one (1) month, RP 24/7 may terminate these Terms by providing five (5) business days' notice in writing.

18.7  Relationship of parties: The parties are independent contractors and nothing in these Terms gives rise to any other relationship in the nature of partnership, joint venture, agency employment or representative. Neither party shall have the right or power to create or assume any obligation or liability on behalf of the other party as a result of these Terms or any term, activity, right or obligation contemplated by these Terms.

18.8  Set-off: You shall not be entitled to set off against or deduct from any amounts owed to RP 24/7, any sums owed or claimed to be owed to you by RP 24/7 nor to withhold payment of any invoice because part of that invoice is in dispute.

18.9  Severability: If, for any reason, a court of competent jurisdiction finds any portion of these Terms to be unenforceable or ineffective, then that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remainder of the Terms shall continue in full force and effect.

18.10  Waiver: A waiver by a party of a provision or a right under these terms is binding on the party granting the waiver only if it is given in writing and is effective only in the specific instance and for the specific purpose for which it is given.

18.11  Governing law and jurisdiction: These Terms shall be governed by and will be construed in accordance with law of the State of New South Wales in Australia and without regard to conflict of law principles. The parties agree to submit without objection to the jurisdiction of the courts of New South Wales. The operation of the United Nations Convention on Contracts for the International Sale of Goods in respect of these Terms is expressly excluded in these Terms.