1.
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Definitions |
1.1
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The following words have the following meaning:
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(a)
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"Administrator" means BrokerVault Pty Ltd or its representative, employee or assignee as notified to the Users of the Website from time to time.
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(b)
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"Agent" means and person, corporation or body acting on behalf of another for purposes of a Transaction including but not limited to any Real Estate Agent, stock and station agent, Business Agent, strata management agent, community management agent, Franchisor or on-site residential property manager.
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(c)
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"Business Agent" means any person (whether or not such person carries on any other business) who for reward (whether monetary or otherwise) carries on business as an Agent for exercising any of the following functions:
(i)
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selling, buying or exchanging or otherwise dealing with or disposing of businesses or professional practices or any share or interest in or concerning or the goodwill of or any stocks connected with businesses or professional practices;
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(ii)
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negotiating for the sale, purchase or exchange or any other dealing with or disposition of business or professional practices or any share or interest in or concerning or the goodwill of or any stocks connected with businesses or professional practices;
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(iii)
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any other function that is prescribed by regulations governing the sale, purchaser, transfer or disposition of an interest in a business as in place from time to time.
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(d)
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"Buyer" means the buyer (or any person acting on behalf of and with the authority of the Buyer) of a business, property or asset of any kind the Transaction of which has been caused as the result of the Goods, Information, Materials or Intellectual Property being loaded on the Website by the Seller or an Agent on its behalf.
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(e)
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"Goods" shall mean businesses, property or other like assets supplied by the Seller to the Buyer as loaded on the Website by the Seller or its Agent.
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(f)
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"Information" shall mean all information and or services supplied by the Seller to the Buyer in relation to and or in conjunction with a current or future Transaction including but not limited to the provision of information memorandums, management account information, financial accounting information, tax returns, business activity statement returns, leases, agreements, documents, asset and equipment lists, employee entitlement schedules, images, videos, website information and or links, and any other information as provided by the Seller for the purpose of providing information on a Product;
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(g)
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"Intellectual Property" means all intellectual property rights of a party and its related bodies including, but not limited to:
(i)
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patents, copyright, registered designs, trademarks, and any right to have confidential information kept confidential;
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(ii)
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any application or right to apply for registration of any rights referred to in (a) above, but excluding Trade Marks.
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(h)
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"Materials" shall mean any and all text, photos, information, illustrations, audio, video or any combination of these or other materials.
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(i)
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"Price" shall mean the price payable for the Goods, Information, Materials or Intellectual Property and/or Information.
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(j)
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"Real Estate Agent" means a person (whether or not the person carries on any other business) who for reward (whether monetary or otherwise), carries on business as an Agent or auctioneer of land:
(i)
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for a real estate transaction; or
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(ii)
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for inducing or attempting to induce or negotiating with a view to inducing any person to enter into, or to make or accept an offer to enter into, a real estate transaction or a contract for a real estate transaction; or
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(iii)
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for the introduction, or arranging for the introduction, of a prospective purchaser, lessee or licensee of land to another licensed agent or to the owner, or the agent of the the owner of land; or
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(iv)
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collecting rents payable in respect of any lease of land and otherwise providing property management services in respect of the leasing of any land; or
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(v)
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for any other activity in connection with land that is prescribed by relevant regulations as may change from time to time.
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(k)
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"Seller" shall mean any person, body or corporation, whether acting directly or through their Agent who is sharing information about the sale of any business, property or assets through the Website.
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(l)
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"Subscription Fee" shall mean the monthly monetary fee as per the current Subscription Fees information provided on the Website.
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(m)
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"Transaction" shall be the entering of an agreement between Sellers and Buyers for the supply of a good and or service as loaded n the Website as requested by the first party in its capacity as a consumer and provided by the second party in its sole capacity as a goods and or services provider on such terms and conditions as agreed to by the parties and independent of the terms and condition so this Website.
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(n)
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"Users" means any person, corporation or body who enters the Website.
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(o)
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"Website" shall mean www.brokervault.com.au
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2.
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Terms And Conditions |
2.1
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The Users acknowledge and agree that these terms and condition shall be binding upon them at all times;
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2.2
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The Users acknowledge and agrees that from time to time the Administrator may vary these terms and conditions in any way, in whole or in part at any time, provided that one (1) days written notice is given.
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2.3
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Notice may be given via the Website. Continued use of the Website following changes to these terms and conditions will be deemed acceptance of those changes.
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2.4
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If for any reason the conduct or operation of the Website or the information contained therein is interfered with or disrupted in any way by a cause outside the reasonable control of the Administrator (including but not limited to vandalism, power failures, natural disasters, acts of God, civil unrest, strikes, tampering), the Administrator reserves the right to cancel, terminate, modify or suspend or recommence the Website.
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2.5
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All of the Administrator's decisions are final and no correspondence will be entered into.
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2.6
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The Administrator accepts no responsibility for any tax liability incurred as a result of a User entering a Transaction and or participating in the Website. Users should obtain independent tax and financial advice.
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3.
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Registration as a User |
3.1
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To access the information and the Information of the Website you must register as a User of the Website including but not limited to the payment of the Subscription Fee and acceptance of the these terms and conditions.
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3.2
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When applying to be a User of the Website, you must provide the Administrator with current, accurate and complete information as requested.
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3.3
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You are specifically precluded from registering as a User using any name or details other than your own. The Administrator reserves the right to seek verification as to your identity at all times.
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3.4
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You must not allow any other person to utilise your account and or transfer your account to any other person, corporation or body.
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3.5
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The Administrator reserves the right to refuse any applicant's request for registration as a User, or terminate any User's right to access the Website or information contained therein at its absolute discretion, without notice, without the Administrator incurring any liability to the User.
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3.6
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It is and shall at all times remain the sole responsibility of the User to maintain the privacy of their account and access details to the Website. The Administrator shall at no time bear responsibility for any activity that occurs under the User's account with the Website (including but not limited to any unauthorised use of your credit card). It is and remains the sole responsibility of the User to notify the Administrator of any misuse or unauthorised access of their Website account.
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4.
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Transactions |
4.1
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User hereby acknowledge and agree that each Transaction is undertaken independently to the Website;
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4.2
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Further, each User hereby acknowledges and agrees that the Administrator at no time is responsible and or in any way liable for any failure, default or failing of any party to a Transaction;
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4.3
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Parties acknowledge and agree that they should look to the other party of the subject Transaction for all warranties.
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5.
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Use of Website |
5.1
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Users are prohibited from posting or transmitting any unlawful, threatening, defamatory, obscene, scandalous, inflammatory or profane material or any material that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise violate any law.
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5.2
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Users acknowledge and agree that visitors or Users of the Website may post messages or make statements that are inaccurate, misleading, deceptive, or offensive. To the fullest extent permitted by law, the Administrator neither endorse nor are responsible for any opinion, advice, information or statements made by third parties. Without limitation, the Administrator is not responsible for any information or materials made available by third parties including without limitation errors or omissions in postings or links or images embedded in messages or profiles or results obtained by using any such information or materials. To avoid any doubt, the Administrator will not be taken to have uploaded, posted, transmitted or otherwise made Material available on the Website simply by facilitating others to post, transmit or other make Material available. Furthermore, the Administrator do not endorse any opinion, advice or statement made by any person other than itself.
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5.3
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Users acknowledge and agree that from time to time the Administrator may vary the Website in any way, in whole or in part at any time, provided that one (1) days written notice is given.
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5.4
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The Website is at no time to be utilised as the User's primary storage service for any or all Goods, Information, Materials or Intellectual Property, Transactions or related issues. User's must ensure that they maintain at all times their own internal storage system for all Material and or Information and acknowledge and agree that the Administrator will at no time be responsible for the User's inability to access Material and or Information stored on the Website.
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5.5
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The User shall at all times remain responsible for creating and maintaining their own backups of Information and or Material.
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5.6
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The Administrator discloses and the User acknowledges and agrees that no warranty is given that the Information or Materials are free of viruses or other harmful software or components. The Website is provided to the User on an "As Is" basis.
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5.7
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If the Website is not available for any period or any time the Administrator shall not be liable. The Administrator does not give any warranties as to the Websites availability and temporary suspension of access to the Website may occur without notice in the case of repair, maintenance, system failure or for reasons outside of our control. The Administrator reserves the right to suspend the operation of the Website or any part thereof.
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5.8
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Some links on the Website may point to different Internet Sites or resources which may not be under the control of the Website. Therefore the User acknowledges that the Administrator is not responsible or liable for any content on or available from such Internet Sites or Resources. The User also acknowledges that the Administrator is not responsible or liable, directly or indirectly, for any damage or loss caused in connection with the use of or reliance on such content. A Users linking or redirection to another Internet Site or resource is at their own risk.
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6.
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User Materials |
6.1
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Users acknowledge and agree that by uploading, transmitting, posting or otherwise making available any Material on the Website:-
(a)
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Warrant that they own and or have the express authority to utilise the Materials and or any Intellectual Property contained therein.
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(b)
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warrant that you have the right to grant the abovementioned licences;
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(c)
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warrant that the Material does not breach these terms and conditions; and
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(d)
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unconditionally waive all moral rights (as defined by the Copyright Act 1968) which you may have in respect of the Material.
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(e)
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if a User of the Website is terminated, is not renewed or is otherwise discontinued for any reason then the Administrator may without notice delete or deny the User access to any of the Goods, Materials, Information or Intellectual Property that has been loaded to the Website.
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(f)
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The User agrees that if they delete Goods, Materials, Information or Intellectual Property that has been loaded to the Website then they may not be available if you wish to restore them.
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7.
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Administrator's Rights and Duties |
7.1
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The Administrator reserves the right (but have no obligation) to:
(a)
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review, modify, reformat, reject or remove any Material which you upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) that, in our opinion, violates these terms and conditions or otherwise has the potential to harm, endanger or violate the rights of any person; and
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(b)
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monitor use of the Website, and store or disclose any information that it collects, including in order to investigate compliance with these terms and conditions or for the purposes of any police investigation or governmental request.
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7.2
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The Administrator shall at all times comply with any and all privacy of personal information legislation as may exist from time to time in the jurisdiction of New South Wales and utilise its best endeavours to avoid breaches thereof.
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7.3
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The Administrator discloses and the User acknowledges that the Administrator shall at no time be deemed as the Business Broker for a Transaction. To avoid confusion, the Administrator's role is limited to that of administering the Website.
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7.4
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The Administrator discloses and the User acknowledges that the Administrator relies upon third party data hosting services for the Website. The User acknowledges and agrees that the Administrator provides no guarantee for the availabilities of the Website and shall at no time be responsible or held liable for, any failings and or unavailability of the Website due to hosting issues.
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8.
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Limitation of Liability |
8.1
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The Administrator will not be liable to the User for any indirect or consequential damages including loss of profits, revenue or data arising out of or in relation to the supply or use of the Website, even if the Administrator knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute. Except in relation to liability for personal injury (including sickness and death), or damage to tangible property, the Administrators' liability to the User in respect of any loss or damage (including consequential or indirect loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the supply or use of the Website shall be, in aggregate, limited to an amount equal to the amount paid by the User to the Administrator.
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8.2
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To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these terms by any statute. The liability of the Administrator for a breach of a condition or warranty implied into these terms by the Competition and Consumer Act, 2010 (Cth) is limited to the supplying of the services again or the payment of the cost of having the services supplied again by the Administrator.
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9.
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Personal Information
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9.1
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Users' personal information will be collected by or on behalf of the Administrator to enable it to administer and promote the Website. The information of Users may be provided to others assisting in the conduct of the Website, including the Administrator and to authorities that regulate the Website.
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10.
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General
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10.1
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If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
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10.2
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These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
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10.3
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The failure by the Administrator to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Administrator's right to subsequently enforce that provision.
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10.4
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The Administrator and the User agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, "commercial in confidence" means information in any form but does not include information that is already in the public domain.
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10.5
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It is the Users' responsibility to notify the Administrator within seven (7) days of a change in ownership, operation or structure of their business / company as conducted by the User which is subject of their application or any change in the information provided to the Administrator. Such notification must be given in writing and the User shall remain liable to the Administrator for all obligations under these terms and conditions up to and including the date of written acknowledgement by the Administrator of receipt of such notice, as if such change of ownership, operation or structure had not taken place.
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