By accessing www.theimpactsuite.com (Website) you (Visitor) agree with The Impact Suite Pty Ltd ACN 619 188 162 (we/us) the following terms and conditions. If you do not agree to these terms and conditions or these terms are terminated, you must not access the Website. We may amend these terms from time to time and will place a notice of any change on the Website. You agree that this will be sufficient notice of the variation of these terms. If you continue to use the Website after 30 days of that notice then you are deemed to have accepted that change.
The Visitor acknowledges that the Visitor must ensure that its computer network is secure, and we are not responsible for the security of the Visitor Material or the Visitor’s computer network.
The Visitor must:
The Visitor acknowledges and agrees that:
Subject to clause 6.7, the Visitor acknowledges and agrees that:
The Visitor must not use the Website:
Without limiting any other remedy we may have under these terms or at law, we may suspend the Visitor’s access to the Website at any time including if:
Licence of Visitor Material
The Visitor grants to us a non‑exclusive, irrevocable, global licence to exercise the Intellectual Property Rights in any Visitor Material it provides to us, including to use and modify the Visitor Material.
The licence granted under clause 2.1 includes the right to sub-licence to third parties
Third Party Material
The Visitor acknowledges and agrees that we do not grant the Visitor a licence to use any Third Party Material.
No use of our marks
The Visitor must not use our trade marks or logos except with our prior written consent.
The parties agree that although copyright in the Website is not infringed in circumstances contemplated by sections 47D, 47E and 47F Copyright Act 1968 (Cth), the Visitor agrees not to:
3.1 The Visitor warrants that use of the Visitor Material and Third Party Material by us as set out in these terms will not infringe the Intellectual Property Rights or other rights of any third party.
3.2 The Visitor warrants, and it is a condition of these terms, that the Visitor has all necessary permissions, licences, regulatory approval or other authorities needed to use the Visitor Materials and Third Party Material with the Website or otherwise in connection with these terms.
3.3 The Visitor acknowledges that the Visitor is responsible for its use of material that is made available by way of the Website.
The representations made and warranties given in clauses 3.1, 3.2 and 3.3 are regarded as repeated each day during the Term with respect to the facts and circumstances then subsisting.
These terms commence on the Commencement Date and continue until terminated under clause 4.
Termination for breach
We may terminate these terms by written notice to the Visitor if the Visitor commits a breach of these terms and fails to remedy that breach within 5 days of being given notice of that breach; or
in which case these terms are terminated on the date specified in that written notice or, if no date is specified, immediately.
Termination on notice of new terms
Where we give the Visitor notice of changes to these terms by placing a notice on the Website, the Visitor is entitled to give notice to terminate these terms with immediate effect prior to 30 days following the date we place notice of the change on the Website. From the time of such notice, the Visitor must not use the Website.
Termination for convenience
Either party may terminate these terms by one month’s written notice given to the other. The Visitor is not permitted to access the Website on and from the effective date of any such termination.
Termination of these terms will not affect clauses 2.1, 2.4, 2.5 and 5 or any provision of these terms which is expressly or by implication intended to come into force or continue on or after the termination.
Use of Personal Information
The Visitor must process, use and disclose all Personal Information:
Treatment of Personal Information
The Visitor must obtain any necessary consents from, and make any necessary disclosures to, all relevant individuals for the purpose of disclosing their Personal Information to us under these terms, and must otherwise comply in all respects with its obligations under the Privacy Act in respect of any Personal Information disclosed to us.
The Visitor must give all assistance required and comply with all directions given by us from time to time in relation to compliance with the Privacy Act, or any investigation, request or enquiry (formal or otherwise) from the Australian Information Commissioner regarding the Personal Information disclosed to us under these terms.
The Visitor must immediately notify us if it becomes aware that a disclosure of Personal Information may be required by law.
The Visitor must notify us immediately if it becomes aware of any breach of clause 5.
Despite any other clause in these terms, we and our suppliers may use any data which is de-identified for any purpose.
Seriousness or nature
For clarity and without limiting clauses 6.1 and 6.3 the parties agree that clauses 6.1 and 6.3 are to apply in connection with a breach of these terms, anticipated breach of these terms and other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.
Australian consumer law
The laws of Queensland, Australia govern these terms.
Each party irrevocably submits to the non‑exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.
Nothing in these terms prevents us from applying to a court of competent jurisdiction for injunctive or other urgent interlocutory relief.
The Visitor must not assign, in whole or in part, or novate the Visitor’s rights and obligations under these terms without our prior written consent.
We may assign our interest under these terms.
Time is not of the essence in the performance of obligations under these terms.
Unless expressly stated otherwise, these terms do not create a relationship of employment, trust, agency or partnership between the parties.
A clause or part of a clause of these terms that is illegal or unenforceable may be severed from these terms and the remaining clauses or parts of the clause of these terms continue in force.
If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from these terms in the relevant jurisdiction, but the rest of these terms will not be affected.
These terms supersede all previous agreements about their subject matter. These terms embody the entire agreement between the parties.
We may subcontract the performance of all or any part of our obligations under these terms.
A right under these terms may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in the waiver.
The Visitor must comply with all applicable laws in connection with the Website.
Commencement Date means the date the Visitor first accesses the Website.
Confidential Information of a party means any information:
and includes all trade secrets, know how, financial information and other commercially valuable information of that party.
Consequential Loss has the meaning given to that term by clause 6.4.
Force Majeure Event means any occurrence or omission outside a party’s reasonable control, as a direct or indirect result of which the party relying on the event is prevented from or delayed in performing its obligations under these terms (other than a payment obligation), and includes:
Insolvency Event means any of the following events:
Any event that takes place as part of a solvent reconstruction, amalgamation, merger, or consolidation, on terms approved in writing by the other party beforehand and in compliance with those terms is excluded from this definition.
Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, know how, trade or business or company name, or right of registration of such rights.
Personal Information has the meaning given to that term by the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under it, as amended from time to time.
Privacy Laws means:
Visitor Material means any material (including Third Party Material) and data provided by or to which access is given by the Visitor to us including data stored by any means.
Term means the term contemplated by clause 4.
Third Party Material means any material that is owned by a third party including data stored by any means.
In these terms: