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Legal

Platform Agreement

Effective date: 1 May 2026  ·  InstantAPPLY (ABN 55 622 971 402)

Service Details

Item 1 — Software Services

The ‘Software Services’ consist of the provision of access to and the use of the InstantAPPLY Platform for the purposes of preparing your home loan application, including the automatic collection and processing of:

  1. bank statements generated from open banking data;
  2. payslips, read and populated automatically;
  3. credit reports, including automatic identification of liabilities;
  4. expenses, automatically categorised from bank account data; and
  5. Quickli scenarios, prefilled directly from InstantAPPLY.
  1. Initial Term
    1. 12 months from the commencement date with auto renewal.
  2. Commencement date
    1. The date the End User agrees to the Software Services Agreement.

Item 2 — Our Assumptions

The terms set out in this Agreement are based on the following assumptions:

  1. You acknowledge that we are not providing financial or credit advice. Any loan products arranged through your Mortgage Broker may not be suitable and you will need to seek advice from your Mortgage Broker.
  2. Your Mortgage Broker is responsible for providing the Broking Services, which includes advising you about the suitability of any loan products.
  3. You will provide us with all your information, including personal information, that we reasonably require to provide the Services (including information about your current financial position).
  4. The Content you provide to us will be up-to-date, accurate and complete.
  5. You acknowledge and approve of your personal information being made available to your Mortgage Broker.

Item 3 — Fees

The Software Service is offered free to end users as the service is paid for by the mortgage broker.

Item 4 — Restrictions

The following restrictions apply in respect of the Software Services:

  1. You may only use the Software Services for your benefit and your loan applications.
  2. Your Users must only access the InstantAPPLY Platform from within Australia, except with our prior written consent, which may be given or withdrawn in our discretion and may be subject to conditions.

Item 5 — Application

  1. This Agreement applies to the supply of Deliverables by InstantAPPLY (ABN 55 622 971 402) to you (as defined in clause 3.1 below).
  2. By clicking the ‘I accept the terms and conditions’ box or button (or similar) when signing up to receive the Software Services from us, you accept and agree to be bound by the terms of this Agreement.
  3. The individual that clicks the ‘I accept the terms and conditions’ box personally warrants and represents that they have capacity to enter this Agreement on your behalf, and bind you to this Agreement.

Item 6 — Background

  1. We are the provider of an automated application preparation tool for mortgage brokers.
  2. You are a mortgage applicant (End User) and have been invited to use InstantAPPLY’s software services by your Mortgage Broker.
  3. You have requested that we provide you with the Services under this Agreement.

InstantAPPLY Platform Software Services Agreement

Terms and Conditions

1  Definitions and interpretation

1.1 Definitions

In this Agreement, all capitalised terms described in the Service Details have the meaning given to them in the Service Details and (unless the context requires otherwise):

Agreement means the Service Details, these terms and conditions, the Schedules to the terms, and any other applicable terms that we include with our products and services on our website (including product information sheets) at the time you enter this agreement;

Broking Services means the finance broking services that mortgage brokers provide to Clients (End Users), which includes advising Clients on the suitability of any loan products;

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in the Customer’s location;

Change of Control occurs when a person acquires Control of an entity;

Claim means any claim, action, proceeding or investigation of any nature or kind and includes the allegation or threat of a claim;

Confidential Information means the terms of this Agreement and all information belonging or relating to a party to this Agreement, whether oral, graphic, electronic, written or in any other form:

  1. that is, or should reasonably be regarded as, confidential to the party to whom it belongs or relates; or
  2. that is not generally available to the public at the time of disclosure other than by reason of a breach of this Agreement;

Content means any data, information, content or other material which:

  1. is uploaded by you or the Users via the Software Services;
  2. is provided by you to us to upload for access through the Software Services; or
  3. is processed via the Software Services,

but excludes any information, content or material (including the Documentation) that we have provided to you and Content Outputs;

Content Outputs means any De-Identified Data, any combination, compilation, aggregation, analysis or report of any De-Identified Data and any other data, information, content or other material that is generated from the Content by us (including application preparation outputs);

Control includes the power to directly or indirectly:

  1. dictate the management or policies of the company; or
  2. control the membership of the board of directors,

whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights, and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of that party or otherwise;

CPI means the Consumer Price Index, Australia, All Groups, Weighted Average of Eight Capital Cities, published by the Australian Bureau of Statistics and, if that index ceases to be published, an alternative consumer price index nominated by us;

Defect means any characteristic that makes the whole or any part of the Software Services wholly or partly inoperable;

De-Identified Data means any data, information, content or other material that has been de-identified by us so that it does not identify you or You;

Deliverables means the Services, the Documentation and the Content Outputs;

Documentation means any manuals and other materials (whether in printed or electronic format) relevant to the operation of the InstantAPPLY Platform, including user manuals, programming manuals, modification manuals, flow charts, drawings, instructions and any similar documentation which have been prepared by or on behalf of us to assist or supplement the understanding or application of the InstantAPPLY Platform;

Force Majeure Event means:

  1. natural disasters, acts of terrorism, riots, civil disturbances, pandemics, epidemics, industrial disputes and strikes;
  2. interruption or breakdown in telecommunications networks or the internet that are beyond our control; and
  3. any other event which is outside of the reasonable control of the party claiming that the event has occurred;

Help Desk has the meaning given to that term in Item 1 of Schedule 1;

Insolvency Event means, in respect of a party, any one or more of the following events or circumstances:

  1. a winding up, dissolution, liquidation, provisional liquidation, administration or bankruptcy;
  2. that party having a receiver or receiver and manager appointed over any of its property or assets, or an administrator, liquidator or provisional liquidator appointed to that party;
  3. being unable to pay any of its debts as and when due and payable or being deemed to be insolvent under any provision of the Corporations Act 2001 (Cth) or any other applicable Law;
  4. seeking protection from its creditors under any applicable Law, entering into a compromise, moratorium, assignment, composition or arrangement with, or for the benefit of, any of its members or creditors; or
  5. any analogous event or circumstance to those described in paragraphs (a) to (d) above under any applicable Law of any jurisdiction,

unless such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation approved by the other party;

Initial Term means the period set out in Item 6 of the Service Details;

Intellectual Property Rights means all statutory and other proprietary rights whether registered or unregistered (including rights to require information be kept confidential) in respect of know-how, trade secrets, copyright, trademarks, design, patent, semiconductor or circuit layout rights and any application for registration or registration of those rights;

Law means any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation in force from time to time, and includes the common law and equity as applicable from time to time, and any mandatory standards or industry codes of conduct;

Non-Excludable Guarantee has the meaning given to it in clause 11.5(a);

Notifiable Data Breach means an ‘eligible data breach’, as that term is defined by the Privacy Act, and any other suspected or actual circumstance that a party is required to notify to a third party under a Privacy Law;

Password means the code required to obtain access to the Software Services;

Permitted Purpose means (i) for us to provide the Deliverables and otherwise perform our obligations under this Agreement, (ii) to improve our products and services, (iii) the use, correction, re-ordering and transformation of the Content for the purposes of the creation and use of Content Outputs, and (iv) such other purposes agreed between the parties from time to time;

Personal Information has the meaning given to it in the Privacy Act;

Personnel means a party’s officers, employees, agents, contractors and subcontractors;

Privacy Act means the Privacy Act 1988 (Cth), including the Australian Privacy Principles;

Privacy Law means in relation to a Party:

  1. the Privacy Act;
  2. all other Laws regulating access to or Processing of Personal Information which that Party is required to comply with from time to time; and
  3. all other Laws regulating access to or Processing of Personal Information which apply to the other Party and which the other Party has notified in writing to the first mentioned Party;

Processing (or Process) means collection, use, adaption, alteration, storage, transfer, disclosure, or any other handling of Personal Information;

Renewal Term has the meaning given to that term in clause 2(b);

Restrictions means the restrictions on your use of the Software Services, as set out in Item 4;

Scheduled Outages means any outage of the Software Service which we notify you of at least 1 Business Day in advance;

Service Details means the service details set out in the table at the front of this Agreement;

Service Levels means the service levels which are set out in Schedule 2 to this Agreement;

Services means all services provided by us to you under this Agreement, including the Software Services and the Support Services;

InstantAPPLY Platform means the software and hardware as integrated and deployed by us on hosting infrastructure that we make available to you for online access and use by you and your Users;

Start Date means the day you agree to our platform agreement;

Support Hours means 9am to 5pm in the Customer’s location;

Support Services means the maintenance and support services which are described in Schedule 1;

Term means the Initial Term and all extensions under clause 2(b), unless terminated earlier in accordance with its terms;

Users means the Personnel to whom we provide an account to use Software Services;

You means a mortgage applicant (End User) who has provided us with their details so that we can perform the Software Services in respect of them; and

Your System includes your entire computer and information technology network and infrastructure (including hardware, software, firmware, communications platforms, cabling and any parts or components of any of the foregoing).

1.2 Interpretation

In this Agreement (unless the context requires otherwise):

  1. headings are used for convenience only and do not affect the interpretation of this Agreement;
  2. other grammatical forms of defined words or expressions have corresponding meanings;
  3. a reference to a party is to a party to this Agreement;
  4. a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
  5. if something is required to be done on a day that is not a Business Day, then it must be done on the next Business Day;
  6. the word “person” includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not;
  7. “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation; and
  8. if there is an inconsistency between the Service Details (including the Special Conditions) and these terms and conditions, the Service Details prevail to the extent of the inconsistency.

2  Term

  1. This Agreement commences on the Commencement Date and continues for the Initial Term (unless extended or terminated in accordance with its terms).
  2. At the end of the Initial Term, this Agreement will automatically extend for successive periods of 1 month each on the existing terms and conditions (including price) (each a Renewal Term), until it is terminated in accordance with its terms.

3  Services

3.1 General

  1. We agree to supply the Services and associated Documentation to you, and you agree to acquire them from us, at the prices and on the terms of this Agreement.
  2. The supply of the Services is subject to the Restrictions and Our Assumptions.

3.2 Implementation

  1. We will promptly implement the InstantAPPLY Platform ready for use by you as part of the Software Services after the Commencement Date.
  2. You must work with us promptly and in good faith (including by providing all information and assistance we request) to allow us to complete the creation and set up of your access to the InstantAPPLY Platform, as scheduled by us. Charges may apply if the information you provide us is incomplete or inaccurate.
  3. We will notify you when the InstantAPPLY Platform is ready for use by you and your Users.
  4. Access to the InstantAPPLY Platform will be via a website.
  5. Each of your Users will be assigned a Password to enable them to access the website.

3.3 Software Services

  1. The Software Services are supplied to you on a non-exclusive and non-transferable basis.
  2. We will provide the Software Services with due care and skill, but do not guarantee they will be continuous or fault free.
  3. You may use the Software Services for your benefit and acknowledge and agree that:
    1. the InstantAPPLY Platform is a tool to assist with the preparation of home loan application materials and does not constitute financial or credit advice;
    2. the application outputs generated through the Software Services (including bank statements, payslips, credit reports, expenses and Quickli scenarios) are prepared for your convenience and must be reviewed by you and your Mortgage Broker before submission;
    3. your Mortgage Broker is responsible for advising you on the suitability of any loan products, and for submitting and managing your application;
    4. we are not responsible for any financial decisions that You make as a result of using the Software Services; and
    5. we do not provide financial advice, broking services or act as a mortgage broker for you.
  4. Your access to the InstantAPPLY Platform is only permitted through the InstantAPPLY Platform and only as a non-perpetual ongoing fee-based solution. Failure of your Mortgage Broker to pay the required fees by the required dates may result in restrictions of use.

3.4 Maintenance and support

  1. We will provide the Support Services to you.
  2. From time to time, the Software Services will be unavailable due to maintenance. Reasonable endeavours will be taken to program Scheduled Outages so as to limit their impact on your use.
  3. You acknowledge that Software Services may be interrupted by factors beyond our direct control and that we will have no liability for such Software Service interruptions.

3.5 Service Levels

  1. We will endeavour to provide the Software Services and Support Services in accordance with the Service Levels, however, we will not be liable to you for any Loss suffered by you through our failure to meet the Service Levels.
  2. It will not be considered a failure to meet the Service Levels to the extent that such failure is caused by: (i) faults in any part of Your System; (ii) a breach of this Agreement by you; (iii) a Force Majeure Event; (iv) your negligent or fraudulent acts or omissions, or those of your Personnel; (v) your, or your Personnel’s, use of any of the Software Services in a manner that is contrary to the Documentation; or (vi) unavailability of the Software Services due to Scheduled Outages.

4  Modifications and updates

We may modify or update the Software Services, at any time during the Term.

5  Security

5.1 Passwords

  1. You must only provide Password information and permit access to and use of the Software Services by Users in accordance with the applicable Restrictions.
  2. Only a User who has been granted a Password may access and use the Software Services.
  3. Each User must maintain the security and secrecy of their Password.
  4. A User must not permit any other person to access, use or modify the Software Services by using that User’s Password.

5.2 Third party content

The Software Services may link to third party websites or feeds which are connected or relevant to the Software Services (including data providers and lenders). The availability of any link from the Software Services does not imply that we endorse, approve, recommend, or accept responsibility for, those websites or feeds, or their content or operators. To the maximum extent permitted by Law, we exclude all responsibility and liability for those websites and feeds.

6  Your obligations

Without limiting your other obligations under this Agreement, you:

  1. must provide us with all information, material and assistance we request to enable us to provide the Services to you;
  2. must use the Software Services in accordance with the Documentation and our directions;
  3. must comply with the Restrictions and all applicable Laws when using the Deliverables;
  4. must obtain or procure all necessary rights to use the Content and associated data that will be used in connection with the Software Services;
  5. are solely responsible for seeking recommendations and advice from your Mortgage Broker on any loan products;
  6. without limiting the previous paragraph, your Mortgage Broker is solely responsible for providing the Broking Services;
  7. must ensure that Your System complies with the relevant specifications notified by us from time to time;
  8. must not undermine the operation, security and integrity of the information technology infrastructure in which we deploy the InstantAPPLY Platform, including by introducing any virus, malicious code or other similar item in the InstantAPPLY Platform;
  9. must not use the InstantAPPLY Platform in any way that may impair the ability of our other End Users to use the InstantAPPLY Platform that we deploy for their use;
  10. must not use the InstantAPPLY Platform to view, access or copy any material or data other than that which you are expressly authorised to access;
  11. must not access or use the Deliverables for the purpose of creating a product or service which competes with the Software Services;
  12. must not resell, resupply or share the Deliverables;
  13. must not permit third parties to access or use the Deliverables, except as authorised by us in writing;
  14. are solely responsible for selecting, supplying and maintaining your own facilities and equipment (including Your Systems and access to the internet) for use in connection with the Software Services; and
  15. are solely responsible for any use of the Deliverables by you or any third party, whether authorised or not.

7  Fees and payments

7.1 Fees and payments

The Software Service is offered to the mortgage applicant free of charge as a paid service by the mortgage broker.

8  Content ownership

  1. We acknowledge and agree that all rights, title and interest in and to the Content will at all times remain owned by you, You or the licensors of that Content.
  2. You represent and warrant that you and your Users will only upload and use Content where permitted, duly licensed and authorised by any relevant third parties to do so (including You).
  3. You grant to us a worldwide, non-exclusive, non-transferable perpetual licence to (i) use, adapt, modify, reproduce, reformat, transform and process the Content for the Permitted Purpose and (ii) to use any Intellectual Property Rights in the Content, to the extent necessary to undertake such activities.
  4. You are responsible for ensuring the accuracy and completeness of Content uploaded to the InstantAPPLY Platform by you or your Users.
  5. You acknowledge that Content may be stored by a third party hosting service provider. We will only appoint third party hosting service providers (or undertake hosting of Content ourselves) if reasonable industry standard measures are in place with respect to the security and integrity of Content.
  6. You may extract Content from the InstantAPPLY Platform in order to comply with your obligations under any Law (if any). You must ensure that the timing, frequency and all other aspects of the extraction of Content do not disrupt our operations or the operations of any third party hosting service provider. You must promptly suspend and modify any Content extraction process if we notify you that the process is disrupting our operations or the operations of any third party hosting services provider.
  7. If you require our assistance with respect to the extraction of any Content, then this will be treated as a Support Service and may be subject to additional fees and charges.
  8. Nothing in these terms and conditions will inhibit your right to continue to use and deal with any Content uploaded to the InstantAPPLY Platform by you or your Users for the purpose of your usual business activities.
  9. You must permit us at all reasonable times to audit the Content and your use of the Content.
  10. All Content Outputs will be owned by us.

9  Intellectual Property Rights

9.1 Ownership

  1. You agree that we and/or our licensors own all Intellectual Property Rights in the Deliverables, including all developments, changes, modifications and updates made to the Deliverables (in this clause 9, the Proprietary IP). Except as expressly granted under this Agreement, nothing in this Agreement transfers ownership (or otherwise grants you any right) in respect of the Proprietary IP.
  2. You must not do, omit to do, attempt to do, or allow anyone to do anything which infringes the Proprietary IP, including:
    1. copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute any part or all of the Deliverables (as applicable) in any form or media or by any means; or
    2. decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part or all of the Software Services,
  3. except:
    1. as expressly permitted by non-excludable Laws; or
    2. with our prior written consent.

9.2 Feedback

If you provide us with ideas, comments or suggestions relating to the Deliverables (in this clause 9.2, the Feedback):

  1. all Intellectual Property Rights in the Feedback and anything created as a result of that Feedback (including materials, enhancements, modifications or derivative works) will be owned by us and/or our licensors (at our election) on creation; and
  2. we may use or disclose the Feedback for any purpose.

9.3 Further actions

You agree to execute all documentation necessary in order to give effect to clauses 9.1(a) and 9.2 above, and (if applicable) to cause you to execute such documentation.

10  Third party IP claims

  1. We indemnify you against any direct Loss incurred by you as a result of a Claim by a third party against you that the Deliverables and any material provided by us under this Agreement (excluding any Content) infringe the Intellectual Property Rights of the third party, subject to you:
    1. not entering into any settlement discussions of any nature or taking any action in relation to the Claim, without our prior written consent;
    2. allowing us and our third party supplier to direct any defence and settlement of the Claim;
    3. providing us and our third party supplier with all reasonable assistance and information required by us or our third party supplier in connection with the defence and settlement of the Claim;
    4. using reasonable efforts to mitigate the Losses associated with the Claim; and
    5. notifying us in writing of the Claim and your request for indemnification under this clause 10(a) within 20 Business Days of being notified of the Claim by the third party.
  2. Where any person makes a Claim for Intellectual Property Right infringement in connection with the provision of the Deliverables or materials by us, we may modify, limit, suspend or cancel the provision of the Deliverables or materials, if required, in response to the Claim.
  3. The indemnity in this clause 10 does not apply to the extent the Claim:
    1. arises out of any misuse or modification of any material provided by us;
    2. relates to services or materials provided by a third party in conjunction with the Services; or
    3. is caused, or contributed to, by you and/or your Personnel or Users.

11  Liability

11.1 Exclusion of Warranties

Subject to clause 11.5 below, to the maximum extent permitted by Law, we do not warrant that:

  1. the Software Services or the InstantAPPLY Platform will operate free of errors, defects or in an uninterrupted manner;
  2. the Software Services or the InstantAPPLY Platform is compatible or will interoperate with any particular computer system, equipment, software (including operating systems) or data format;
  3. the application outputs generated through the Software Services will be accurate or complete in all circumstances; or
  4. the application outputs will be accepted by any particular lender or result in approval of any loan application.

11.2 Implied terms

Subject to clause 11.5 below, to the maximum extent permitted by Law, all representations, warranties, conditions, guarantees, indemnities or undertakings that would be implied in, or affect, this Agreement by legislation, common law, tort, equity, or by course of performance, dealing, trade, custom or usage are excluded.

11.3 Liability cap

Subject to clause 11.5 below, to the maximum extent permitted by Law, our total aggregate liability to you in respect of any Claim arising under or in connection with this Agreement, whether in contract, statute, tort (including negligence), equity or otherwise, is limited to the Fees paid by you to us under this Agreement during the preceding 12 months.

11.4 Limitation of Liability

Subject to clause 11.5 below, to the maximum extent permitted by Law, we are not liable to you or any other person for:

  1. defects, errors, service interruption, failure or delay in respect of or caused by any Software Services;
  2. any special, indirect or consequential Loss, loss of profits, loss of opportunity or loss or corruption of data incurred by you under or in connection with this Agreement (whether arising under contract, in tort (including negligence) or otherwise), irrespective of whether you previously notified us of the possibility of such Loss;
  3. any financial decisions that You make based on the information provided through the Software Services; or
  4. the Broking Services, which you acknowledge are provided by your Mortgage Broker to You.

11.5 Non-Excludable Guarantee

  1. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth) or any other applicable Law that cannot be excluded, restricted or modified by agreement (Non-Excludable Guarantee).
  2. To the maximum extent permitted by law, our liability for breach of a Non-Excludable Guarantee is limited, at our option, to:
    1. in the case of goods, any one or more of the following:
      1. the replacement of the goods or the supply of equivalent goods;
      2. the repair of the goods;
      3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
      4. the payment of the cost of having the goods repaired; or
    2. in the case of services:
      1. the supplying of the services again; or
      2. the payment of the cost of having the services supplied again.

12  Indemnity

You indemnify us against all Claims and Losses suffered or incurred by us that are caused by or arise from:

  1. any breach of this Agreement by you; or
  2. any negligent or unlawful act or omission by you, your Users or You, except to the extent such Claim or Loss was caused or contributed to by us or our Personnel.

13  Termination

13.1 Termination for breach

A party may terminate this Agreement immediately by notifying the other party if the other party:

  1. is the subject of an Insolvency Event, except to the extent that a stay on the exercise of such a right applies under sections 415D–415G, 434J–434M or 451E–451H of the Corporations Act 2001 (Cth); or
  2. breaches this Agreement and:
    1. the breach is incapable of remedy; or
    2. the other party fails to remedy the breach within 20 Business Days of receiving notice requiring it to do so.

13.2 Termination for convenience

  1. We may terminate this Agreement at any time and without cause by providing you with not less than 1 month’s written notice of termination.
  2. You may terminate this Agreement at any time without cause by providing us with 1 Business Day’s written notice of termination, provided that the termination will become effective on the last day of the then-current Renewal Term.

13.3 Consequences of termination

If this Agreement expires or is terminated for any reason, the Software Service will no longer be provided.

13.4 Other remedies

The termination of this Agreement is without prejudice to either party’s rights under this Agreement or at Law.

14  Suspension

  1. We may suspend the supply or performance of the Services at any time without notice to you:
    1. if you are subject to an Insolvency Event;
    2. if you fail to pay any amount due to us under this Agreement when due; or
    3. if we or our third party supplier reasonably suspects that you are in breach of your obligations under this Agreement.
  2. To the maximum extent permitted by Law, we exclude all liability to you if we suspend the Services under this clause 14.
  3. The suspension of the Services under clause 14(a)(ii) above may continue until we notify you that we have received full payment of the overdue amount.

15  Privacy

15.1 General

  1. You acknowledge that we may collect Personal Information about you. We will take reasonable steps to comply with the Privacy Law when Processing such Personal Information.
  2. You acknowledge and agree to your personal information being made available to your mortgage broker.
  3. You acknowledge and agree to your personal information being made available to third parties where it is considered reasonable to provide them with your personal information to deliver the Software Service.
  4. To the extent you obtain any Personal Information from us, you must Process such information in accordance with the Privacy Law (whether or not you are bound by it).
  5. You warrant and represent to us that you have complied (and will continue to comply) with all Privacy Laws (whether or not you are bound by them at Law), including by making such disclosures and procuring such consents as are required under Privacy Laws, when collecting and disclosing Personal Information to us in order to ensure that we are able to perform our obligations under this Agreement and Process Personal Information in accordance with our privacy policy (as published on our website from time to time).
  6. You must:
    1. not, and you warrant and represent to us that you will not, Process or otherwise do or omit to do anything in relation to Personal Information that would cause us to contravene any Privacy Law;
    2. not do or omit to do anything that causes a Notifiable Data Breach involving Personal Information in connection with this Agreement;
    3. cooperate with us to resolve any complaint or inquiry made under any Privacy Law, or in relation to any request for access to Personal Information;
    4. notify us immediately if you become aware of any breach or potential breach of your obligations under this clause, provide any details in relation to the failure that we request; and without limiting any of our rights under this Agreement, immediately comply with any reasonable direction from us with respect to remedying that breach.

15.2 Notifiable Data Breach

In the event that we have reasonable grounds to suspect or believe that an incident is a Notifiable Data Breach for both us and you, then, to the extent permitted by Law, we may by written notice to you:

  1. assume control of any assessment, remedial action, preparation of a statement and/or notification processes required under the applicable Privacy Law in respect of that Notifiable Data Breach; and
  2. require you not to undertake such assessment, remedial action, preparation of a statement and/or notification and to instead rely on the steps taken by us in connection with those actions in accordance with the relevant provisions in the applicable Privacy Law.

16  Confidentiality

  1. Each party must:
    1. keep the other party’s Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the other party;
    2. take all reasonable steps to secure and keep secure all of the other party’s Confidential Information coming into its possession or control; and
    3. not deliberately memorise, use, modify, reverse engineer or make copies, notes or records of the other party’s Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement.
  2. The parties agree that we are not required to treat De-Identified Data or Content Outputs derived from such De-Identified Data as confidential.

17  Dispute resolution

17.1 Notice of disputes

  1. Each party must follow the procedures in this clause 17 before starting court proceedings (except for urgent injunctive or declaratory relief).
  2. A party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute.
  3. If the parties cannot resolve the dispute within 10 Business Days after notice has been given under clause 17.1(b) above, the dispute must be referred to the chief executive officers of each party or their respective nominees for resolution.

17.2 Mediation

  1. If the chief executive officers cannot resolve the dispute within 10 Business Days after referral under clause 17.1(c) above, either party may (by giving written notice to the other party) require the dispute be referred for mediation.
  2. If the parties do not agree on a mediator or location within 5 Business Days of a party requesting mediation under clause 17.2(a) above, the mediator and location are to be nominated by the then current President of the Law Society of South Australia.

17.3 Costs of disputes

  1. For the purposes of this clause 17, where more than one matter is in dispute, the amount involved in each matter in dispute must be separately assessed and the amounts will not be aggregated.
  2. The costs of the mediator are to be borne equally by the parties.
  3. Subject to clause 17.3(b), each party must pay its own internal and legal costs in relation to complying with this clause 17.
  4. Nothing in this clause 17 prevents a party from commencing and prosecuting any application for urgent injunctive or other interlocutory relief.
  5. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.

18  Notices

  1. All notices and consents must be in writing and sent to the addresses specified in the Service Details, or as otherwise agreed.
  2. Notices sent:
    1. by hand, are taken to be received when delivered;
    2. by post, are taken to be received by the third Business Day after posting, notwithstanding that a notice may be returned through the post office unclaimed; or
    3. by email, are taken to be received at the time of confirmation of sending (except where the sender receives an automated message indicating that the email was not successfully delivered).

19  Force majeure

  1. If a party is unable to perform or is delayed in performing an obligation under this Agreement (other than an obligation to pay money) because of a Force Majeure Event, that obligation is suspended but only so far and for so long as it is affected by the Force Majeure Event.
  2. If the Force Majeure Event continues for a period of 60 Business Days, either party may terminate this Agreement immediately by giving the other party written notice.

20  General

  1. This Agreement is the entire agreement between the parties in relation to its subject matter.
  2. We may subcontract any part or all of the Services. Where we choose to do so, we remain responsible to you for the performance of the Services by our subcontractors as if those services were being performed by us.
  3. This Agreement can be varied by us at any time. All other variations must be by written agreement between the parties.
  4. You must not assign this Agreement or any of your rights and/or obligations under this Agreement without our prior written consent. If we do not consent to any such assignment, then this Agreement must either continue on its current terms or you can elect to terminate in which case clause 13.3 will apply.
  5. This Agreement is governed by the Laws of the State of South Australia and the parties submit to the exclusive jurisdiction of the courts of that State.
  6. If any clause or part of a clause is held by a court to be invalid or unenforceable:
    1. that clause or part of a clause is to be regarded as having been deleted from this Agreement; and
    2. this Agreement otherwise remains in full force and effect.
  7. A party may only waive its rights under this Agreement by a clear statement in writing. Any failure by a party to exercise a right or insist on strict performance of any obligation under this Agreement shall not constitute a waiver.
  8. If this Agreement consists of a number of counterparts, each is an original and all of the counterparts together constitute the same document.
  9. This clause 20(i) and clauses 6 (Your obligations), 9 (Intellectual Property Rights), 11 (Liability), 12 (Indemnity), 13 (Termination), 15 (Privacy) and 16 (Confidentiality) survive the termination or expiry of this Agreement, as well as all other clauses which by their nature should survive the termination or expiry of this Agreement.
  10. Nothing in this Agreement (whether express or implied) is intended to create or constitute a relationship of partnership, agency, employment, trustee or other fiduciary relationship between the parties.

Schedule 1 — Support Services

1  Help Desk

  1. During the Support Hours, we will provide you with access to an email support service (Help Desk) to enable:
    1. us to respond promptly to:
      1. all requests made to the Help Desk; and
      2. technical and User questions relating to the Software Services; and
    2. you to report to us the Defects of which you become aware.
  2. We will also provide you with email support outside of the Support Hours.
  3. When reporting a Defect to us, you must provide all information relating to that Defect which we reasonably request.
Contact
hello@instantapply.com.au

Schedule 2 — Service Level

1  Up Time Service Level

  1. During the Term of the Agreement, we will endeavour to provide you with an Uptime Service Level of 99% availability.

2  Service Restoration Time Service Level

  1. Service Restoration Time is the time taken by us to resolve a Defect affecting the Software Service from the time it was notified by you.
  2. Each Defect correctly raised through the Help Desk will be assigned a Priority Level by us with a corresponding Target Service Restoration Time, as per the below table, based on the urgency and the impact of the Defect being reported:
Priority Level Definition Target Service Restoration Time
1 — Critical The Software Service is unavailable or completely inoperable 14 Support Hours from notification of the Defect
2 — Essential The Software Service is available but one or more major functions is not available or is inoperable 28 Support Hours from notification of the Defect
3 — Important The Software Service is available but one or more minor functions is not available or is inoperable 70 Support Hours from notification of the Defect
4 — Advice Any other Defects or the Software Service is available and is operating to specification but advice is required on operation 5 Business Days after we receive notification of the Defect
  1. During the Term of the Agreement, we will endeavour to meet the Target Service Restoration Times for each Defect raised by you as are provided for each Priority Level Defect in the table.
  2. A Defect can be validly resolved with the use of a workaround where the use of the workaround results in not greater than 50% more time for completion of the task than it would have taken if the normal Software Service had been used.
  3. If a workaround is provided, a new Defect will then be raised by us at the Priority Level below the current Defect Priority Level to track resolution. For example, a workaround on a Priority Level 1 Defect will then close the Priority Level 1 Defect and raise a Priority Level 2 Defect.