Terms & Conditions

Fynd Pty Ltd ACN 642 504 238

1 General

This Agreement is between Fynd Pty Ltd ACN 642 504 238 (Fynd) and the user of this Service (User). Use of this Service indicates acceptance of these Terms and Conditions by the User who is provided with online access subject to these Terms and Conditions.

2 Definitions and Interpretation

Agreement means these Terms and Conditions and includes the Schedule of Fees and the Schedule of Services.

Authority means any statutory or government authority that provides the documents, data or information to Fynd for the purpose of Fynd to provide the Services.

Confidential Information in relation to a party means any information disclosed by the Disclosing Party to the Receiving Party under this Agreement that:

(a) is confidential by its nature

(b) is designated by the disclosing party as confidential; or

but does not include information that is:

(d) in the public domain otherwise than as a result of a breach of this Agreement;

(e) already known by the receiving party independently; or

(f) independently obtained or developed by the receiving party without breach of this Agreement

Fees means the fees set out in the Schedule of Fees for products and services accessible and set out in the Fynd website and updated from time to time.

GST means tax imposed under GST Law.

GST Law has the meaning given in section 195-1 of A New Tax System (Goods and Services) Act 1999 (Cth).

Law means (whether in Australia or any other relevant jurisdiction) all laws, codes, guidelines and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, statutory rules of an industry body, statutory and mandatory codes of conduct, writes, orders, Injunctions, judgements and industry wide non-statutory rules in force or as applicable from time to time.

Service means the Fynd online system, Fynd website, Fynd products, other manual services and Fynd support, unless otherwise specified

Third Party Product means any data, information, property attributes, reports, images, plans, documents or other materials of any nature which is supplied to, collected, licensed or acquired by Fynd and which Fynd uses, licenses, resells or otherwise exploits for commercial purposes.

Third Party Supplier means any entity, government department, agency or other organisation from which Fynd (either directly or on behalf of Users) or any of its affiliates licences or acquires the Third Party Product.

Third Party Terms means the terms, conditions, restraints, disclaimers or limitations (as required by Fynd’s third party suppliers) applicable to certain Fynd products or services that are provided or licensed by Third Party Suppliers to Fynd or Users.

3 Term

3.1 The User will be bound by the Terms and Conditions set out in this Agreement from the date that the User first accesses or uses the Services.

3.2 This Agreement will apply to all visitors, Users, members, contributors and others who access the Services. Where such a person accesses the Services on behalf of an entity or organisation, the entity or organisation will also be bound by this Agreement.

4 Updates to the Fynd Terms and Conditions

4.1 Users will have access to the current Terms and Conditions at any time through the Fynd website.

4.2 Fynd may from time to time vary the conditions of this Agreement, by giving notice by the way of email or through the website, of such variation to the Agreement.

4.3 In accessing the Services, it will be taken that the User accepts the most up to date Conditions.

5 Fynd Responsibilities

5.1 Fynd provides services on a non-exclusive basis and nothing in this Agreement prevents Fynd from providing services now or in the future that are the same or similar to itself or any third party.

5.2 Subject to these Terms and Conditions, Fynd will perform the Services provided with professionalism, skill, diligence and due care, whilst abiding in accordance with applicable Laws at all times.

5.3 Where appropriate or required, Fynd will engage the services of suitably qualified third party contractors for the provision of certain services, subject to these Terms and Conditions, including clause 16.

6 User Responsibilities

6.1 The User will:

(a) use the Services for Authorised Purposes only;

(b) be responsible for Users’ compliance with this Agreement;

(d) notify Fynd promptly if the User becomes aware of any possible or actual unauthorised access or use of the Services;

(e) ensure that the User’s use of Services is in accordance with any applicable laws;

(f) accept all responsibility in relation to verifying data entered into any Service offered by Fynd, including but not limited to, client details, order details and property information; and

(g) be responsible for verifying data has correctly synchronised with integrated platforms such as third party software and government websites.

6.2 The User will not:

(a) make the Services or results of the Services available to any person other than specified in the client order form;

(b) commercialise or on-sell Services;

(d) use the Services in any way that would be interpreted as being illegal, obscene, threatening, defamatory, invasive of privacy, infringing on intellectual property rights or otherwise causing injuries to third parties;

(e) submit or upload any content containing political advertising, commercial solicitation, viruses, mass mailings or any form of spam or information or program that may damage the operation of anyone else’s technology and equipment; or

(f) use a false email address or provide false contact information, impersonate any person or entity, or otherwise mislead anyone as to the Customer’s origin, except to the extent that Fynd permits and prompts the User to create a pseudonym, moniker or Customer name.

6.3 The User warrants that all information that the User provides to Fynd may be used by Fynd and its associated entities in providing the Services without breaching or infringing:

(a) any copyright, trade mark, obligation of confidentiality or other personal or proprietary right;

(b) any Law of defamation, obscenity or contempt of any court;

(d) Any other Law or applicable code (including common law, statute, delegated legislation, rule or ordinance); or

(e) certain government departments and agencies impose terms and conditions and limitations of liability in respect of the obtaining and use of information and searches from those departments and agencies. The User agrees to comply with the terms and conditions of supply and use imposed by any relevant government departments and agencies from time to time.

7 Payments and Charges

7.1 All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with Fynd must be accurate, complete and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Fynd at the prices in effect when such charges are incurred.

7.2 All account charges are payable net thirty days from the date of a tax invoice, or as otherwise specified by Fynd at its discretion.

7.3 Fynd reserves the right to retain service fees where a search result is cancelled, or the search result is NIL. Each refund is assessed individually, and the outcome will be based on its own merits, with the requirement of the relevant Authority or Third Party Supplier to refund applicable charges.

7.4 If the User defaults in paying any amounts due and payable in accordance with clause 7.1, Fynd reserves the right at its sole discretion, without limiting Fynd’s rights and remedies under this greement:

(a) to suspend access to the Service until such amounts are received in full; and

(b) ff payment is not made within 14 days of the due date specified in the tax invoice, to cease providing you with access to the Service and terminate this Agreement with immediate effect.

7.5 If any amounts are due and payable but not received by Fynd within thirty days from the date on which the amount falls due, then at Fynd’s sole discretion we may:

(a) terminate this Agreement and any applicable client order form immediately; and

(b) transfer the right to receive, recover or pursue such amounts to a third party and the User will be liable to Fynd and/or the third party for all associated costs until such time as amounts are paid in full to such third party. 7.6 In addition to clause 7.5 above, if;

(a) any amounts are due and payable but not received by Fynd within 60 days from the date on which such amounts fall due;

(b) the amount owed is over $150.00AUD, and

(c) Fynd has requested the payment of the debt either in person (eg. phone call) or in writing (eg. letter or email) or is unable to contact the User with the contact details provided on the order form,

then, at Fynd’s sole discretion, Fynd may notify a commercial credit reporting agency and provide the User with notice of Fynd’s intent to do so.

7.7 The User acknowledges and agrees that Fynd may provide Business User Information to a commercial credit reporting agency of its choice for the purpose of assessing User Default Rusk throughout the term of this Agreement.

8 GST

8.1 Any consideration or amount payable under this Agreement (including any non-monetary consideration) is exclusive of GST.

8.2 If GST is or becomes payable on a supply made under or in connection with this Agreement, an additional amount is payable to the party providing consideration for the supply equal to the amount of GST payable on the supply as calculated by the party making the supply in accordance with the GST Law. 8.3 The additional amount payable under clause 8.2 is payable at the same time and in the same manner as the consideration for the supply.

8.4 If for any reason the amount of GST payable of a supply varies from the additional amount payable by the Recipient under clause 8.2:

(a) the supplier must provide a refund or credit to the recipient, or the recipient must pay a further amount to the supplier, as appropriate;

(b) the refund, credit or further amount (as the case may be) will be calculated by the supplier in accordance with the GST Law; and

(c) the supplier must notify the recipient of the refund, credit or further amount within 10 business days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification and the recipient must pay any further amount within 5 business days after receiving such notification, as appropriate.

9 Warranty

9.1 Both parties warrant that they have the capacity, power or authority to enter in and perform this Agreement and have obtained all necessary approvals, consents and authorisations to enable it to do so

9.2 To the maximum extent permitted by applicable Law, Fynd provides the Services to the User on an ‘as is’ basis and Fynd does not make or give any express or implied representations, conditions or warranties in relation to the Services, including Fynd do

not warrant that the Services will operate uninterrupted and be free from defects or viruses and meet the User’s requirements. 9.3 Without limiting clause 9.2, the User acknowledges that:

(a) Fynd do not provide any legal advice or legal services, accounting or other professional services advice by providing the User access to the Services;

(b) Fynd do not warrant or represent the accuracy, currency or quality of any legal or accounting information, any data provided by the User, or any other information practice guides, legal forms, precedents, letters or documents which are provided as examples only and on the basis that the User is suitably qualified, or working under the direction of someone suitably qualified, and will not rely on such documents;

(c) Fynd do not warrant or represent the accuracy, currency, reliability or completeness of data provided by integrated platforms such as government websites and third party software;

(d) Fynd do not warrant the accuracy or timeliness of searches provided by any government department or agency or any Third Party Supplier;

(e) Fynd do not warrant or represent that the Services can be accessed or operate without defects, data corruptions, software failures or performance degradation caused by viruses or by other software or components on the Users or third party hardware that may interfere with the software (including any third party networks); and

(f) Fynd do not warrant or represent that any of the data supplied by the User and hosted on the Fynd servers is secure, can be accessed uninterrupted or will be free from defects and viruses, or will be stored, hosted and accessed without any loss or damage, data corruption, software failures or degradation.

10 Liability

10.1 The User’s sole and exclusive remedy for Fynd’s breach of any statutory implied warranties, conditions or guarantees which cannot lawfully be excluded is, to the extent legally permitted, limited to, at Fynd’s options, either providing those Services again or paying the cost of providing those Services again in respect of which the breach occurred.

10.2 To the maximum extent permitted by applicable Law, Fynd excludes and will not be liable for any loss of revenue, business, anticipated savings or profits, loss of goodwill, loss of any data provided by the user to Fynd or for any indirect or consequential loss arising out of or relating to the Services or this Agreement (including any applicable client order form).

10.3 To the maximum extent permitted by applicable Law, Fynd’s liability arising under or in connection with this Agreement which is not otherwise excluded by clauses 10.1 and 10.2, is limited, in the aggregate, to the amounts paid or payable by the user to the service fees charged for the particular Service to which such liability relates.

10.4 Our limitations and exclusions of liability set out in this clause apply regardless of the basis on which the relevant liability arises, whether in contract, tort (including negligence), equity, breach of statutory duty or otherwise

11 Users, Password and User Manuals

11.1 Users of the Fynd website will generate a username and password allowing access to the Services. The User is responsible for the acts of its own employees and contractors and, without limitation must ensure that it protects the security of any passwords issued to the user and controls the use of its services by its employees and contractors. The User is responsible for all charges incurred on the User’s account (and will pay such amounts as invoiced by Fynd as if such amounts were incurred by the User).

11.2 Where the User requests in writing that Fynd cancel a particular password or account, Fynd will use reasonable endeavours to cancel that password or account as soon as practical in normal business hours following the receipt of that request.

11.3 The User must notify Fynd of any actual or suspected loss, theft or unauthorised use of the service or passwords. Fynd is not liable for any activity or any unlawful or unauthorised access to the Service.

12 Additional Services, Upgrades and Enhancements

12.1 In introducing any additional Services, Fynd may add to or vary the conditions of this Agreement as they apply to those additional Services by notification on-screen or by written notice to the user of variation to the terms and conditions of this Agreement. Usage of the additional Services by the User after such notification shall be taken as Agreement by the User to be bound by the conditions so displayed or notified.

12.2 From time-to-time Fynd may, at its sole discretion modify, upgrade, enhance or alter the Services at its sole discretion. All such modifications, upgrades, enhancements or alterations shall also be governed by the terms of this Agreement unless otherwise specified by Fynd.

13 Restrictions

13.1 Subject to the terms of this Agreement, we grant you a non-exclusive, non-transferrable, revocable, limited license to access and use the software for the term of this Agreement solely for your internal business purposes.

13.2 Fynd is the sole and exclusive owner of all right, title and interest (including all Intellectual Property Rights) in or in relation to the Services or any materials provided by Fynd under this Agreement.

13.3 Fynd is the owner of the copyright in the compilation of the information used to supply the Services, and in the reports supplied to Users when using Fynd’s Services. Fynd has developed technology, software and documentation that it may use to provide the information services to Users, and Fynd has copyright and other rights in those items.

The User will not copy them, modify them, adapt them, reverse engineer them or infect them with viruses.

13.4 Except as permitted under this Agreement, the User must not, nor must the User authorise any third party to:

(a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Service to a third party;

(b) use the Service for any illegal purpose, or in violation of any Laws (including without limitation data, privacy and exports control Laws);

(c) interfere with any licence key mechanism in the Service or otherwise circumvent mechanisms in the Service intended to limit your use;

(d) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the Service or reproduce all or any portion of the said components; and

(e) redistribute content from the Service (unless the content is specifically made for redistribution), without the written consent of Fynd, other than to the extent necessary to view the material as permitted by Law.

14 Privacy

14.1 Fynd collects personal information in accordance with its Privacy Policy, available on the Fynd website and updated from time-to-time. By using Fynd Services, the User acknowledges that it has read, understood and agrees to the Fynd Privacy Policy.

14.2 You must ensure that when you collect, use, disclose, transfer or otherwise handle personal information in relation to the Services or your obligations under this Agreement, you comply at all times with applicable Privacy Laws, and not do anything with the handled Personal Information that will cause us to breach our obligations under privacy Laws.

15 Confidential Information

15.1 The receiving party must only use the Confidential Information of the disclosing party for the purposes of exercising its rights or performing its obligations under this Agreement.

15.2 The receiving party must keep confidential, and not disclose, the Confidential Information of the disclosing company, except as permitted under clause 15.4.

15.3 This clause extends to the Confidential Information of a party provided to or obtained by the other party before the Commencement Date.

15.4 The receiving party may disclose Confidential Information of the disclosing party:

(a) to those of its personnel or any third party that need to know for the purposes of the receiving party, exercising its rights or performing its obligations under this Agreement, provided that the receiving party uses its reasonable endeavours to ensure that such personnel or third parties keep the Confidentia

confidential in a manner consistent with the receiving party’s obligations under this clause;

(b) to those third parties that need to know for the purposes of monitoring and analysing the disclosing party’s usage of the software and to assist with improving the Services provided under this Agreement;

(c) to the extent that disclosure is required by Law provided that the receiving party provides the disclosing party reasonable notice before any such disclosure and takes all reasonable steps to maintain the Confidential Information in confidence; or

(d) with the prior consent in writing of the disclosing company.

16 Third Party Information and Services

16.1 The Fynd website may contain links to or provide information posted by, contributed to or advertised by third parties (Third Party Content). Fynd does not warrant the accuracy of any Third Party Content. The inclusion of such links or material is not an endorsement or recommendation buy Fynd and Fynd accepts no liability for any Third Party Content or for any loss or damage the customer may suffer by accessing such websites or acquiring any goods or services from the suppliers of those websites or otherwise using or relying on Third Party Content.

16.2 The User agrees that the User will use its own expertise and judgement when considering any Third Party Content and the customer acknowledges that Fynd is not providing any advice or recommendation in respect of any products, services or other information.

16.3 The User acknowledges that some Fynd Services rely upon data and/or services provided or licensed to Fynd by Third Party Suppliers, which may be subject to Third Party Terms and may require Fynd to disclose client data for the purpose of providing the Services to the User.

16.4 The User acknowledges and consents to Fynd disclosing client data to Third Party Suppliers for the purpose of providing the Services, and agrees to any Third Party Terms applicable to the Services.

16.5 Fynd will have no liability whatsoever to the User for any loss or claim caused directly or indirectly by the Third Party Products, Third Party Suppliers or Third Party Content.

17 Termination

Either party may terminate this Agreement for cause with immediate effect by providing written notice to the other party if the other party commits a material breach of this Agreement that is capable of remedy and fails to remedy that breach.

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