Terms & Conditions

1. Application and term of Terms and Conditions
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1.1 Application
‍The terms and conditions detailed in this document (Terms and Conditions) govern your (being the person and/or company seeking and/or holding a Subscription) and any User’s use of the Services, as well any creation and/or use of an Output.

1.2 Term
‍Subject to termination under clause 14, you are bound by these Terms and Conditions for as long as you maintain an Account for, and/or continue to use, the Services.

2. Service and Subscription Fees
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2.1 Service(s)
(a) Cost Center agrees to provide the Services to you in accordance with these Terms and Conditions.
(b) Any services provided by Cost Center and not expressly included in the scope of the Services as detailed on the website may be charged to you in accordance with Cost Center’s standard rates and fees and disclosed to you by notice in writing.
(c) Cost Center may vary the scope of the Services by notice in writing to Account holders.

2.2 Purchase of Subscription
(a) In order to access the Services, you must first:
       (1) select a Subscription via the Website;
       (2) (subject to clause 2.2(b)) pay the applicable Subscription Fee; and
       (3) register an Account via the Website.
(b) Cost Center may agree to provide you or your Personnel with Trial Services, in which case Cost Center will make the Services available to you at no cost, or at an agreed discount, for the period agreed upon.

(c) All Subscription Fees are to be paid in the manner stated on the Website and/or any applicable invoices.

(d) Cost Center utilises the Stripe payment platform to process all payments for the Services.  In making a payment via the Website, you warrant that you have read, understood and agree to be bound by all applicable Stripe terms and conditions, which can be found on the Stripe website.

(e) You acknowledge and agree that where a request for the payment of a Subscription Fee is returned or denied by your financial institution or is unpaid by you (for whatever reason), you are liable for any costs, including banking fees and charges, incurred as a result of the ultimate payment or recovery of the Subscription Fee.

(f) Cost Center may vary the Subscription Fee at any time, and such variation will come into effect following the conclusion of the then current Subscription Period.

(g) Cost Center will only provide with a refund of the Subscription Fee:
     (1) in the event that the Services cannot be provided; or
     (2) otherwise, in Cost Center’s absolute discretion,

in which case any such refund will be proportionate to the days during the Subscription Period in which the Services were, or will be, unused or incapable of use.

2.3 Account registration
(a) You warrant that any information you give to Cost Center in the course of registering your Account will be accurate and, from registration, will be kept up-to-date.

(b) If you:
    (1) are not of legal age or capacity to form a binding contract with Cost Center; and/or
    (2) are barred from receiving the Services under the laws of Australia or any other country which are applicable to the provision of the Services,

then you must not create an Account and Cost Center is entitled to disable any such Account and immediately terminate your Subscription.

2.4 Beta Services
(a) Cost Center may make Beta Services available to you or your Personnel. Any use of Beta Services is entirely at your option.
(b) Cost Center reserves the right to discontinue or withdraw access to any such Beta Services at any time.
(c) You give Cost Center an unlimited, non-exclusive, royalty-free licence to any feedback provided to Cost Center or data generated as a result of your use of the Beta Services, to use for its business purposes.

2.5 Relationship
(a) Cost Center’s relationship with you is one of principal and independent contractor, not one of employer and employee, agency or partnership.
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(b) Cost Center may delegate the performance of any of the Services to any of its subcontractors, in its absolute discretion.

3. Your obligations
(a) In using the Services, you must comply with any reasonable direction of Cost Center relating to, or in connection with, your use of the Services in order for Cost Center to supply the Services and comply with its obligations under these Terms and Conditions.

(b) You agree to ensure that your Personnel, and any User complies with these Terms and Conditions to the extent applicable to their use of the Services.

(c) You agree to use the Services for your sole benefit and must not redistribute the Services or any Outputs to a third party unless expressly permitted by Cost Center.

4. Fair use
‍You agree that you will not, and will not allow, enable or facilitate any User to:

(a) share Account credentials with others;
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(b) access the Services where you or any User (as applicable) are under the age of 18;
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(c) use the Services to defame, spam or harass any person or to distribute, view or create any Output that may be pornographic, defamatory, offensive, obscene, illegal or unlawful;
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(d) use the Services in a way that may infringe the Intellectual Property Rights of a third party;
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(e) reproduce any part of the Services or incorporate the Services into any other product or service intended for sale;
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(f) attempt to gain unauthorised access to any materials, documents or code other than which you have been given express permission to access, or to the computer system on which our Services are hosted;
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(g) transmit or upload to the Services any files, code or programs that may damage or corrupt the IT infrastructure, devices, data or software of Cost Center or any third party;
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(h) facilitate automated use of the Website or Services;
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(i) permit or facilitate access to the Services by Users other than your Personnel;
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(j) do, or permit or omit to do, any act which infringes the Intellectual Property Rights of Cost Center (or its licensors);
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(k) engage in any illegal or unlawful activity, including any fraudulent use of the Services;
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(l) engage in any activity that is otherwise deemed by us to be contrary to the way Cost Center Services are designed or permitted to be used;
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(m) engage in any activity that otherwise adversely affects other customers’ or users’ use of, or access to, Cost Center Services; or
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(n) engage in any activity otherwise deemed inappropriate by Cost Center.

5. Limitation on Cost Center performance
‍You acknowledge and agree that:

(a) Cost Center’s ability, and obligation, to provide the Services is subject to you complying with your obligations under clauses 3 and 4, and any other limitation or exclusion set out in these Terms and Conditions;

(b) the cost of third party application support consumables, software, network upgrades and any associated Services or services are outside the scope of the Services and are your full responsibility;

(c) the provision of support services are outside the scope of the Services;

(d) Cost Center is under no obligation to backup or otherwise retain data or software not included in the Services;

(e) where the functionality of the Services subject of your Subscription allows you to control total spend on campaigns associated with your Subscription:
      (1) it is your responsibility to set all total spend limits and assess whether any such limit is appropriate for your needs and budget;
      (2) you are liable and responsible for all spending on a campaign via use of the Services:
             (A) for which a total spend limit was not elected; and
             (B) in respect of which a total spend limit was elected and total spend falls below that limit; and

(f) Cost Center’s obligations under these Terms and Conditions do not extend to delivering the Services compatible with new platforms or operating environments not specifically detailed in writing by Cost Center (including new versions or releases of operating systems).

6. Suspension

6.1 Suspension
‍Cost Center may temporarily suspend (in part or whole, in the absolute discretion of Cost Center) the provision of the Services if:

(a) Cost Center is required by law to do so;

(b) Cost Center believes (acting reasonably) that you, your Personnel, or a User is in breach of clause 4;
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(c) an event of Exceptional Circumstances occurs, which affects, or may affect, Cost Center’s ability to provide the Services;
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(d) such suspension is in due to any failure to debit or otherwise receive the Subscription Fee per clause 2.2(e); or
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(e) if you are in breach of these Terms and Conditions.

6.2 Effect of suspension
‍Suspension in accordance with this clause will not affect any rights which accrue prior to, or after, suspension.

7. Intellectual Property Rights
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7.1 Background IP
(a) No rights of ownership to any Background IP are transferred under these Terms and Conditions or as a result of the performance of the Services.

(b) Where required, you grant to Cost Center a non-exclusive, non-transferable licence to use your Intellectual Property Rights in your Background IP during the Subscription Period, but only for the purpose of Cost Center providing the Services.

(c) Cost Center grants you a non-exclusive, non-transferable, irrevocable (except pursuant to clause 14), royalty-free licence (subject to clause 2.2) to the Intellectual Property Rights in Cost Center’s Background IP, but only to the extent necessary for you to use the Services embodying such rights.

7.2 Provision and ownership of Outputs
(a) Upon creation, all Outputs will be owned by, vest in, and (to the extent required) be assigned to, Cost Center, and licensed back to you on a non-exclusive, non-transferable, irrevocable, perpetual basis.

7.3 Data
‍All Data input by you into the Services remains owned by you.

8. Third party software licences
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8.1 Third Party Content
‍You acknowledge and agree that:
(a) Cost Center can (in its sole discretion) incorporate Third Party Content into the Services, such as YouTube; and

(b) Third Party Content may be subject to licences or other terms and conditions provided by the relevant third party.

(c) Cost Center uses YouTube API Services, and by using YouTube Content within Cost Center’s Sites and Services You are agreeing to be bound to YouTube’s Terms of Service and Google’s Privacy Policy. Third-party social networking services, such as Google and YouTube, may update their Terms of Service and Privacy Policies from time to time, and Cost Center is not responsible for your review of any changes or updates to these. We recommend that You review YouTube’s Terms of Service and Google’s Privacy Policy regularly.
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The Service also enables linking between various online third-party services, including YouTube (“Third-Party Services”). To take advantage of these features and capabilities, we may ask You to authenticate, register for or log into Third-Party Services through the Service or on the websites of their respective providers and, if applicable, allow You to configure your privacy settings in that third-party website account to permit Your activities on the Service to be shared with Your contacts in your third-party site account. For more information about the implications of activating these Third-Party Services and Our use, storage and disclosure of information related to You and your use of Third-Party Services within the Service, please see the Privacy Policy.

8.2 Compliance
(a) You must, and must ensure that all Users, comply with the licence terms of all Cost Center software and Third Party Content installed or used in the provision of the Services.

(b) You must not do, or permit to do, any act that breaches, or causes Cost Center to breach, a software licence installed or used in the provision of the Services.

9. Liability

9.1 Exclusion of liability
(a) To the extent permitted by law, in no event will Cost Center be liable to you or any User for:
       (1) Consequential Loss;
       (2) loss or corruption of data,
even if Cost Center has been made aware of the possibility of the occurrence of any such event prior to your subscribing to the Services.

(b) You acknowledge and agree that to the extent the Services include software, that software is never error or defect free, and that the mere presence of defects or errors in software will not constitute a breach of Cost Center’s obligations under these Terms and Conditions.

(c) You acknowledge and agree that the effectiveness of any application, methodology or process used by Cost Center in delivering the Services may be dependent on external factors controlled by third parties, and any errors, incompatibilities or adverse effects that occur as a result of third-party actions or omissions including but not limited to:
     (1) changes in algorithms, processes, upgrades, updates, new releases and patches;
     (2) unexpected changes to the functionality of, or bugs, errors or deficiencies in, third-party tools relied on by Cost Center in the delivery of the Services, such as bid automation tools; or
     (3) any other changes to variables relied on by Cost Center to deliver the Services,
do not constitute a breach of Cost Center’s obligations under these Terms and Conditions.

(d) Unless otherwise specified, Cost Center is not liable to third parties regarding, or arising out of or in connection with, these Terms and Conditions.

9.2 Implied terms
(a) To the full extent permitted by law, any term which would otherwise be implied into these Terms and Conditions is excluded.

(b) In the event any law implies or imposes terms into these Terms and Conditions which cannot be lawfully excluded, such terms will apply, save that the liability of Cost Center for breach of any such term will be limited in accordance with clause 9.3.

9.3 Limitation of liability
(a) Re-performance
To the extent Cost Center is found liable in connection with these Terms and Conditions, its liability shall be limited (at the option of Cost Center) to any one or more of the following:
    (1) re-supplying Services to which the liability relates or the supply of equivalent products and/or services; or
    (2) reimbursing you (subject to clause 9.3(b)) for paying someone else to supply equivalent Services to which the liability relates.

(b) Liability cap
If Cost Center is liable in connection with these Terms and Conditions (whether in contract, tort, indemnity of statute), then irrespective of anything else in these Terms and Conditions, Cost Center’s cumulative liability in the aggregate (to the fullest extent permitted by law) shall in no event exceed the sum of the Subscription Fees paid by you to Cost Center in the 12 months preceding the date the liability arises.

9.4 Beta Services and Trial Services
‍Notwithstanding clause 9.3:
(a) any Beta Services and Trial Services are provided “as-is” without any warranty or obligation on Cost Center to remedy or re-supply such services;
(b) Cost Center will not be liable in any way for, or in connection with, the provision or use of the Beta Services and/or Trial Services, except where such exclusion of liability is contrary to applicable laws, in which case Cost Center’s cumulative liability in the aggregate (whether in contract, tort, indemnity of statute) shall in no event exceed AUD $1,000.

9.4 Effect of Australian Consumer Law provisions
‍This clause 9 is subject always to the operation of clause 13.

10. Privacy Law

10.1 Consent
(a) You consent, acknowledge and agree that any Personal Information disclosed to Cost Center may be disclosed to, and or stored, on infrastructure used by Cost Center outside Australia.

(b) By entering into these Terms and Conditions, you expressly agree and consent to, and will procure the consent of your Personnel and Users to, the disclosure or use of any Personal Information outside of Australia in the manner permitted by this clause.

(c) In providing this consent you understand and acknowledge that countries outside Australia do not always have the same privacy protection obligations as Australia in relation to Personal Information, however Cost Center will make commercially reasonable efforts to implement appropriate privacy protections across all of its Services.

10.2 Privacy protection obligations
‍By providing your consent, under the Privacy Law, Australian Privacy Principle 8.1 does not apply to disclosures referred to in clause 10.1(a).

11. Indemnity
‍You indemnify, and will keep indemnified, Cost Center against any:
(a) Claims against Cost Center; or
(b) Loss suffered by Cost Center,
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arising from:

(c) any fraud or wilful misconduct of you, your Personnel or any User under or in connection with these Terms and Conditions;
(d) the negligent acts or omissions of you, your Personnel or any User under or in connection with these Terms and Conditions; or
(e) any breach of these Terms and Conditions by you.

12. Warranty
12.1 Cost Center warranty
(a) Cost Center warrants to you:
    (1) that is has the full right and title to enter into these Terms and Conditions and to grant the rights it sets out to you; and

    (2) that the Services will be provided and any Services performed with due care and diligence.

(b) Cost Center makes no warranty in relation to the compatibility of any Services it provides with your infrastructure, IT systems, websites, webpages, or web content including add-ons and widgets.

12.2 Effect of Australian Consumer Law provisions
‍Clause 12.1 is subject always to the operation of clause 13.

12.3 Your warranty
‍You warrant to Cost Center:
(a) that you have full right and title to enter into these Terms and Conditions and to grant the rights set out to Cost Center;

(b) that no information has been withheld from Cost Center that may affect its decision to allow your Subscription and continued use of the Services; and

(c) that you have satisfied yourself of the content of these Terms and Conditions and, if necessary, obtained independent advice from a relevant expert to confirm same before commencing your Subscription.

13. Australian Consumer Law
‍To the extent the Australian Consumer Law applies to the supply by Cost Center of goods and/or services under these Terms and Conditions:

(a) Cost Center acknowledges the application of the Competition and Consumer Act 2010 (Cth) to the provision of goods and/or services to you, and will comply with all Non-Excludable Conditions.

(b) The following applies where any warranties against defects are offered to you by Cost Center under this Terms and Conditions:

    (1) Cost Center’s goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.

    (2) For major failures with the service you are entitled:
          (A) to cancel the service contract with Cost Center; and
          (B) to a refund for the unused portion of, or to compensation for its reduced value.

(c) You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

14. Termination
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14.1 Termination of Subscription
(a) You may terminate your Subscription at any time:
      (1) via the functionality provided under the Services (if applicable), including by electing not to renew the Subscription; or

      (2) otherwise, by providing not less than 14 days’ notice in writing to Cost Center via support@extralabs.com.au prior to the end of the then current Subscription Period.

(b) Cost Center may terminate your Subscription immediately upon notice:
      (1) under the circumstances described in clause 4;
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      (2) where the Subscription Fee becomes overdue; or
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      (3) otherwise where you have breached these Terms and Conditions.

(c) Cost Center may otherwise terminate your Subscription upon 30 days’ notice in writing.

14.2 No prejudice of rights
‍Termination shall not prejudice or affect any right or action which shall have accrued or shall thereafter accrue to either party.

14.3 Survival
‍The following clauses survive termination of these Terms and Conditions: Clause 4 (Fair Use), Clauses 7.1(a) and 7.2 (Intellectual Property Rights); Clause 8 (Third Party Software licenses), Clause 9 (Liability), Clause 10 (Privacy Law), Clause 11 (Indemnity), and this clause 14.3.

15. Force majeure
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15.1 Suspension of obligations
If a party (Affected Party):
(a) is prevented from, or delayed in, performance of an obligation (other than your obligation to pay money) by an event of Exceptional Circumstance; and

(b) the Affected Party, as soon as possible after the event of Exceptional Circumstance notifies the other party providing particulars of:
      (1) the event of Exceptional Circumstance;
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      (2) the anticipated period of delay; and
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      (3) the action (if any action is reasonably possible) the Affected Party intends to take to mitigate the effect of the delay,

(c) then those obligations of the Affected Party are suspended for the duration of the event of Exceptional Circumstance.

‍15.2 Obligations on other party
‍The party which is not the Affected Party must use all reasonable endeavours to remove or mitigate its Loss arising from, and the effects of, the event of Exceptional Circumstance.

16. GST

16.1 Recipient to pay Supplier
(a) If a party (the Supplier) is obliged under the GST Law to pay an amount of GST for a taxable supply made by the Supplier to another party (the Recipient) under these Terms and Conditions, the Recipient must pay the Supplier an amount equal to the GST payable on the supply by the Supplier.

(b) The Recipient must pay the amount referred to in clause 16.1(a) and any interests, penalties, fines or expenses relating to the GST, in addition to and at the same time as the consideration otherwise payable by the Recipient for the supply.

16. 2 Tax Invoice
‍If requested by the Recipient, the Supplier must provide the Recipient with a Tax Invoice on or before payment of the amounts required by clause 16.1.

17. Notices
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17.1 Form
‍Any notice or other communication to or by any party must be:
(a) in writing and in the English language;
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(b) addressed to the address of the recipient as the recipient may have notified the sender; and
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(c) be signed by the party or by an authorised officer of the sender.

17.2 Manner
‍In addition to any other method of service authorised by law, the notice may be sent by electronic mail to the party’s electronic mail address.
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17.3 Time
‍If a notice is sent or delivered in the manner provided in clause 17.2 it must be treated as given to or received by the addressee when the sender’s computer reports that the message has been delivered to the electronic mail address of the addressee, but if delivery is made after 5.00pm on a Business Day it must be treated as received on the next Business Day in that place.

17.4 Changes
‍A party may from time to time change its address or numbers for service by notice to each other party.

18. Miscellaneous
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18.1 Governing law and jurisdiction
(a) This agreement is governed by and construed in accordance with the laws of Queensland, Australia.

(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.

18.2 Exercise rights
‍A single or partial exercise or waiver by a party of any right under or relating to these Terms and Conditions will not prevent any other exercise of that right or the exercise of any other right.

18.3 Merger
‍If the liability of a party to pay money under these Terms and Conditions becomes merged in any deed, judgment, order or other thing, the party liable must pay interest on the amount owing from time to time under that deed, judgment, order or other thing at the higher of the rate payable under these Terms and Conditions and that fixed by or payable under that deed, judgment, order or other thing.

18.4 Moratorium legislation
‍Any law which varies prevents or prejudicially affects the exercise by a party of any right, power or remedy conferred on it under these Terms and Conditions is excluded to the extent permitted by law.

18.5 No assignment
‍A party must not assign, transfer or novate all or any part of its rights or obligations under or relating to these Terms and Conditions or grant, declare, create or dispose of any right or interest in it, without the prior written consent of each other party.

18.6 Remedies cumulative
‍The rights and remedies under these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law.

18.7 Severability
‍If a provision of these Terms and Conditions is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that jurisdiction and the remainder of these Terms and Conditions has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.

18.8 Further assurance
‍Each party must promptly at its own cost do all things (including executing and delivering all documents) necessary or desirable to give full effect to these Terms and Conditions and the transactions contemplated by it.
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18.9 Taxes
‍You must:
(a) pay all Taxes which may be payable or determinable in connection with the execution, delivery, performance or enforcement of these Terms and Conditions or any payment or receipt or of any transaction contemplated by these Terms and Conditions; and

(b) indemnify Cost Center against any liabilities resulting from any delay or omission by Cost Center to pay any Taxes.

18.10 Variation
‍Cost Center may vary these Terms and Conditions at any time by notice in writing, in which case your only remedy is to terminate your Subscription in accordance with clause 14.1(a).

18.11 Waiver
(a) A party’s waiver of a right under or relating to these Terms and Conditions, whether prospectively or retrospectively, is not effective unless it is in writing and signed by that party.

(b) No other act, omission or delay by a party will constitute a waiver of a right.

18.12 Whole agreement
‍These Terms and Conditions:
(a) constitute the entire agreement and understanding between the parties relating to the subject matter of these Terms and Conditions; and

(b) supersede any prior agreement, representation (written or oral) or understanding on anything connected with that subject matter.

19. Definitions and interpretation
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19.1 Definitions
‍In these Terms and Conditions:
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‍Account means your account created to facilitate your access to the Services.
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‍Background IP means Intellectual Property Rights created or developed independently of the Services.
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Beta Services means Services or functionality expressed by Cost Center to be provided to you or your Personnel on a beta, evaluation or similar basis.
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‍Business Day means:
(a) if determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Brisbane, Australia.

‍Claim means, in relation to a person, any action, allegation, claim, demand, judgment, liability, proceeding, remedy, right of action or right of set-off made against the person concerned however it arises whether:

(a) it is present, unascertained, immediate, future or contingent;

(b) it is based in contract, tort, statute or otherwise; or

(c) it involves a third party or a party to these Terms and Conditions.

‍Consequential Loss means any of the following:
(a) loss of revenue;
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(b) loss of profits;
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(c) loss of opportunity to make profits;
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(d) loss of business;
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(e) loss of business opportunity;
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(f) loss of use or amenity, or loss of anticipated savings;
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(g) special, exemplary or punitive damages; and
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(h) any loss which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to the liability for such loss, whether or not such loss was in the contemplation of the parties at the time of entry into these Terms and Conditions,
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including any of the above types of loss arising from an interruption to a business or activity.
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‍Corporations Act means the Corporations Act 2001 (Cth).

‍Cost Center means Extra Labs Pty Ltd trading as Cost Center.

‍Exceptional Circumstance means a circumstance beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under these Terms and Conditions.  Such circumstances include:

(a) adverse changes in government regulations;

(b) any disaster or act of God, lightning strikes, atmospheric disturbances, earthquakes, floods, storms, explosions, fires and any natural disaster;

(c) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, cyber attacks, viruses or malware, data loss as a result of the actions of a third party;

(d) strikes or industrial disputes;

(e) materials or labour shortage; and

(f) acts or omissions of any third party network providers (such as internet, telephony or power provider).
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‍GST has the meaning given to that term in the GST Law.

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

‍Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, circuit layouts, designs, trade marks, know-how, confidential information, patents, inventions, plant breeder’s rights and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.

‍Liability means any liability, debt or obligation, whether actual, contingent or prospective, present or future, qualified or unqualified or incurred jointly or severally with any other person.

‍Loss means any loss (including Consequential Loss), claims, actions, liabilities, damages, expenses, diminution in value or deficiency of any kind whether direct, indirect, consequential or otherwise.

‍New IP means any and all Intellectual Property Rights created in the course of, or connection with, the performance of the Services.

‍Non-Excludable Condition means an implied condition, warranty or guarantee, including under the Competition and Consumer Act 2010 (Cth) as applicable from time to time, the exclusion of which from a contract would contravene any applicable laws or cause any part of these Terms and Conditions to be void.

‍Output means any output or deliverable borne from your, your Personnel, or any User’s use of the Services, including property, information, software, firmware, documented methodology or process, documentation or other material in whatever form, including any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any category of Intellectual Property Rights.

‍Personal Information has the meaning given in the Privacy Law.

‍Personnel means in relation to a party, any Related Body Corporate, Related Entity, employee, officer, agent, contractor, professional adviser of that party.

‍Privacy Law means the Privacy Act 1988 (Cth).

‍Related Body Corporate includes any corporation that is deemed to be related to a person by virtue of the provisions of the Corporations Act.

‍Related Entity means a person which is a related entity within the meaning of that term in section 9 of the Corporations Act.

‍Services means the services to be provided by Cost Center in connection with your Account and Subscription.

‍Subscription means your subscription to the Services.

‍Subscription Fee means the fees payable by you for the Services during the Subscription Period, as detailed on the Website and otherwise notified to you by Cost Center.

‍Subscription Period means the duration of the Subscription as elected by you, until it is terminated or expires in accordance with these Terms and Conditions.

‍Tax means any present or future tax, levy, deduction, impost, withholding, charge or duty which is levied or imposed by any government body together with any interest, penalty or fine on those amounts.

‍Tax Invoice means a tax invoice compliant with the requirements set out in the GST Law.

‍Third Party Content means any software, Intellectual Property Rights or material which is owned by a third party and includes (but is not limited to) open source software.

‍User means any person who accesses the Services via your Account.

‍Website means the website hosted by Cost Center through which the Services may be accessed, as may change from time to time.

19.2 Interpretation
(a) Unless the contrary intention appears, a reference in these Terms and Conditions to:
    (1) these Terms and Conditions or another document includes any variation or replacement of it despite any change in the identity of the parties;
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    (2) one gender includes the others;
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    (3) the singular includes the plural and the plural includes the singular;
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    (4) a person, partnership, corporation, trust, association, joint venture, unincorporated body, government body or other entity includes any other of them;
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    (5) an item, recital, clause, subclause, paragraph, schedule or attachment is to an item, recital, clause, subclause, paragraph of, or schedule or attachment to, these Terms and Conditions and a reference to these Terms and Conditions includes any schedule or attachment;

    (6) a party includes the party’s executors, administrators, successors, substitutes (including a person who becomes a party by novation) and permitted assigns;

    (7) any statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments, re-enactments or replacements of any of them;

    (8) money is to Australian dollars, unless otherwise stated; and

    (9) a time is a reference to Brisbane time unless otherwise specified.

(b) The words include, including, such as, for example and similar expressions are not to be construed as words of limitation.

(c) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

(d) Headings and any table of contents or index are for convenience only and do not affect the interpretation of these Terms and Conditions.

(e) A provision of these Terms and Conditions must not be construed to the disadvantage of a party merely because that party or its advisers were responsible for the preparation of these Terms and Conditions or the inclusion of the provision in these Terms and Conditions.