Terms and Conditions

Lender Lounge Pilot Program: Skynet Technology Research Pty Limited     – Terms of Use

On completion of the Application and acceptance of these Conditions and the Privacy Policy, by clicking in the area indicated, the Agreement between the Member and Skynet Technology Research Pty Limited ("Skynet   ", "we", "us", or "our") will be finalised (subject to acceptance by us) and the following Conditions shall apply to the relationship between the Member and Simplicity:

1    Skynet is a Platform Provider to Members

1.1     Skynet provides an independent online platform which allows third parties (“Members”, “Brokers”, “Lenders”, “you”) to engage in actual or potential transactions between Members. 

1.2    Skynet will be involved in loading data onto the platform in relation to any transactions.   

1.3     Skynet has no control over and does not endorse, adopt or participate in any transaction or in the provision of any Transaction, Lead or Lead Request or Transaction Request. 

1.4     Skynet is not responsible for any content that is posted by users of the Skynet Platform.  

2    Agreement

2.1     This Agreement is made between Skynet and the Member on the following Conditions.
2.2    You warrant that you have obtained your own independent professional and technical advice, or have decided not to do so, prior to entering into this Agreement and that you shall use the Services under these Conditions freely and voluntarily without duress or pressure to do so from us.
2.3    You agree that we may amend these terms and conditions by update at www.Skynetresearch.tech/terms at    any time, and they will be binding on you. We will endeavour to provide you with notice of any amendment of the these terms and conditions. Any changes will take immediate effect from publication. You may not change or amend these Conditions without our prior written agreement. 

3    Definitions and Interpretation

3.1    In these Conditions:
Aggregated Data means collated, de-identified personal information and statistical data based on transactions between Skynet Members which occur on the Skynet Platform;
Agreement means these Conditions and the Privacy Policy and any schedules, and any subsequent amendment, variation or replacement, which apply in connection with this Agreement;
Application means the application made by you directly or by your Authorised Representative via the Skynet Platform for you to be a Skynet Member;
Authorised Representative means the person actually making the Application on behalf of you;
Business Day means a day on which banking institutions generally are open in Sydney, Australia but excluding Saturdays, Sundays and public holidays;
Claim means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent;
Commencement Date means the date you are accepted by us as a Skynet Member;
Conditions means these terms and conditions as amended from time to time;
Confidential Information means, in relation to each Party (for the purposes of this definition, the "Discloser"), all information disclosed by or on behalf of the Discloser, relating to:
a.     forms, specifications, processes, statements, trade secrets, drawings, data and Intellectual Property (and copies and extracts made of or from that information and data) know-how, ideas, marketing strategies, operational information, technical information and financial information;
b.     the business affairs or property of the Discloser, including any business, property or transaction in which the Discloser may be or may have been concerned or interested; 
c.    information which either orally or in writing is designated or described as being the proprietary or confidential information by a party;
d.    proprietary or confidential Information of a third party to whom a party owes an obligation of confidentiality;
e.    the operations and dealings of a party in their conduct of their business;
f.    the organisation, finances, customers, customer lists and markets of a party; and
g.     other information, which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential;
whether such information was disclosed orally, in writing or in electronic or machine readable form, but excluding any such information that constitutes Transaction Information, Member Data or Aggregated Data, or information which is already publicly known, which is disclosed to the other Party without restriction by a third party without any breach by that third party, or information which is developed independently by the other Party without reliance on any Confidential Information. 
Force Majeure means an act outside the control of a party including a pandemic declared by the World Health Organisation, fire, lightning, explosions, flood or other natural disaster, subsidence, act of terrorism, insurrection, civil disorder or military operations, power or gas shortage, government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo, inability or delay in obtaining governmental or quasi-governmental approvals, consents, permits, licences or authorities, strikes, lock-outs or other industrial disputes of any kind and any other cause, whether similar or not to the foregoing.
Group means any two or more Skynet Members who:
a.     are Related Entities or Related Bodies Corporate; or
b.     other than by both being a Skynet Member, are affiliated by virtue of trading under the same or similar branding;
Group Owner means a Skynet Member who acts as the representative, lead or head of a particular Group of entities.
Help Desk Support means the member care team help desk support for all the Services including the Skynet Platform use provided at the time and in the manner published by us from time to time.
Insolvency Event means:
a.    in relation to any corporation:
(i)    the appointment of an administrator or provisional liquidator in respect of it;
(ii)    its winding up (whether voluntary or involuntary);
(iii)    dissolution occurs;
(iv)    a receiver, receiver and manager or trustee is appointed in respect of the corporation or its property;
(v)    a ground for winding up occurs in relation to the corporation;
(vi)    the corporation ceases or threatens to cease to carry on its business;
(vii)    the corporation being deemed to be or stating that it is unable to pay its debts when they fall due;
(viii)    the corporation enters into, or resolves to enter into any arrangement, composition or compromise with or an assignment for the benefit of all or any class of its creditors;
(ix)    an application being made which is not dismissed or withdrawn within ten (10) Business Days for an order, resolution being passed or proposed, a meeting being convened or any other action being taken to cause anything described above;
b.     in relation to an individual, that person becoming an insolvent under administration as defined in Section 9 of the Corporations Act 2001 (Cth);
c.     in relation to any person, anything analogous to or having a similar effect to anything described above in this definition under the law of any relevant jurisdiction.
Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, circuit layouts, design rights, trade marks, know-how, confidential information, patents, inventions, trade secrets, source code, software and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967 wheresoever and howsoever arising, whether registered or unregistered, anywhere in the world;
Lead means the provision of Aggregated Data for the purpose of proposing a Transaction.  
Lead Request means a request made by a Skynet Member to other Skynet Members for a Lead to which a Transaction Request may be made.
Loss means loss, damage, liability, charge, expense, outgoing or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind and includes consequential, direct and indirect loss;
Member Data means all data or information that you input, upload or otherwise submit, whether in relation to you or your customers and clients, into the Skynet Platform for its operational use and includes information submitted via software interfaces but does not include Transaction Information;
Minimum Term    means the minimum term for a Membership referred to in clause 7 being 90 days.
Notice means a written notice, consent, approval, direction, order or other communication.
Obligation means any legal, equitable, contractual, statutory or other obligation, agreement, covenant, commitment, duty, undertaking or liability.
Platform Fee means [how do you intend to charge?].
Privacy Law means:
a.     the Privacy Act 1988 (Cth);
b.     any legislation from time to time in force in any:
(i)    Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia);
(ii)    non-Australian jurisdiction (to the extent that a Party is subject to the laws of that jurisdiction), affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data.
Party means either Skynet or you (as the context requires) and Parties means both of them;
Privacy Policy means the privacy policy of Skynet, as current from time to time, which is located at www.Skynetresearch.tech/privacy;   
Related Bodies Corporate has the meaning ascribed to it by the Corporations Act 2001 (Cth);
Related Entity has the meaning ascribed to it by the Corporations Act 2001 (Cth);
Services means the supply or making available of the Skynet Platform for the Members to conduct business together with the Helpdesk Support;
Skynet means Skynet Technology Research Pty Limited ;
Skynet Member means the legal entity identified as the "Skynet Member" on the Application, which has accepted this Agreement by clicking in the area indicated (either directly or through an Authorised Representative) and whose Application has been accepted by us in accordance with clause 3.3 and shall include, but is not limited to a lender or broker;
Skynet Platform means the Skynet website and applications located at www.Skynetresearch.tech  and any Transaction Information, Member Data, Aggregated Data, Submissions and any other information or documentation contained in or derived from the website, including but not limited to text, graphics, logos, trade-marks, icons, sound recordings, software and any Submissions made by you to us;
Submissions means all comments, feedback, suggestions, photos, e-mail and similar information or materials that you submit to us regarding our products or services;
Term means the term in clause 7 below and includes any Minimum Term.
Transaction means a transaction on the Skynet Platform between Skynet Members as a result of a Lead and a Transaction Request. 
Transaction Information means all information, including Aggregated Data, provided by a Skynet Member or Skynet Members in respect of a Lead, Lead Request, Transaction Request and/or Transaction. 
Transaction Request means a request by a Skynet Member for a Transaction based on the information provided in a Lead.

3.2     In these Conditions, except where the context otherwise requires:

a.    the singular includes the plural and vice versa;
b.    a gender includes other genders;
c.    references to any legislation includes any legislation which amends or replaces that legislation;
d.    amounts of money are expressed in Australian dollars unless otherwise expressly stated;
e.    a reference to ‘writing’ or ‘in writing’ includes electronically via email, website or other digital communication.
f.    a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, these Conditions, and a reference to these Conditions includes any schedule or annexure;
g.    a reference to a party is to a party to these Conditions, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
h.    a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity; and
i.    headings are for ease of reference only and do not affect interpretation.

4     Term

4.1    Subject to the terms of clause 4.3, the term of this Agreement commences when you accept these Conditions, the Privacy Policy and continues until terminated in accordance with these Conditions.
4.2    If an Authorised Representative completes the Application and clicks where indicated to accept these Conditions then you and the Authorised Representative are warranting to us that the Authorised Representative has authority to bind you (being the person/entity identified as the proposed Skynet Member on the Application).
4.3    If we accept the Application by you, you will be appointed on a non-exclusive basis as a Skynet Member and the terms of this Agreement will apply. We reserve the right to accept or reject any Applications in our complete discretion.
4.4    On acceptance you will be provided a Member user account.  You are responsible for all users of your Skynet Member account. It is your responsibility to maintain the confidentiality of your user name and password for your Skynet Member account. If you become aware of any misuse by an unauthorised third party of your Skynet Member account, then you should notify us immediately.
4.5    We are entitled to rely on your user name and password as evidence of your identity and authority for the use of your Skynet Member account (including, for example, for the purpose of making payments to us using your credit card details, and for the purpose of nominating email and other addresses or phone numbers to which we may send billing and payment information relating to your Skynet Member accounts).
4.6    If you believe you have discovered a security vulnerability in, or have otherwise experienced a security problem related to the Skynet Platform you agree you will promptly report this to us.  You agree that you will not publicly disclose the existence of, or information regarding, the reported vulnerability until we have an opportunity (not to be less than 30 days clear notice) to analyse and to respond to the vulnerability report, and if in our sole discretion it is commercially reasonable to do so, to notify key users, customers, and partners of the suspected vulnerability in accordance with the terms of its Cyber Security and Data Breach Policy.  
4.7     You consent to our handling of personal information as a condition of the Services.
4.8     You agree to indemnify us and our agents, staff and contractors for any costs, expenses, losses, damages, claims, demands, proceedings, and other liability we incur or suffer, directly or indirectly, however caused, arising wholly or partially, directly or indirectly in connection with your failure to fulfil your obligations under any law, including but not limited to your obligations under the Privacy Act 1988 (Cth). This indemnity shall apply to the fullest extent permissible by law, subject to any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

5    Data ownership and security

5.1    We will take reasonable steps to ensure you have access, through the Skynet Platform and subject always to these Conditions, to Member Data within our possession, custody or control, and will allow you to modify the Member Data as you reasonably require.
5.2    We will:
a.    not allow your Member Data to be disclosed or communicated to any third party (other than another member or Group Owner of the same Group in which you are or were at the relevant time a member) without your authorisation;
b.    not use or exploit (for itself or for any other person) any of the Member Data for any reason after termination or expiration of this Agreement; and
c.    take reasonable steps to minimise the risk of unauthorised use or disclosure of the Member Data; and
d.    implement reasonable security practices to ensure that the Member Data is not subject to unauthorised copying, use, disclosure, access or loss.
5.3    You acknowledge and agree that:
a.      access to or use of Member Data by another member or Group Owner of the same Group in which you are or were at the relevant time a member; and/or
b.     use of the Member Data and Transaction Information insofar as it is compliant with our Privacy Policy;
c.     use of the Member Data and Transaction Information to allow us to adjust or improve the Services;
d.     use of the Member Data and Transaction Information to allow us to sell, use, licence or export it for the purposes of the Skynet Platform and subscription of Market Data will not be a breach of clause 5.2.
5.4    You are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Member Data and Transaction Information uploaded, collected or otherwise hosted and/or processed on the Skynet Platform for the Services. You must ensure that the Member Data is entered in the format required by the Skynet Platform or by us.
5.5     You authorise us, and warrant that we are authorised (including by any relevant third parties) to access and manipulate Member Data and Transaction Information    if in our sole opinion that is reasonably necessary to provide the Services.
5.6    We may edit or remove Member Data or Transaction Information at our discretion and
the Member will not, by posting Transaction Information or Member Data, infringe the intellectual property rights of any third party, or cause us to do so.   
5.7    You agree that:
a.    you are responsible for the legal consequences arising from Transaction Information;
b.    any Member Data and Transaction Information provided to us or posted on the Skynet Platform will not compromise the security or operation of our computer systems, software or Skynet Platform in any way;
c.    we are in no way responsible for legal consequences arising from Transaction Information.
5.8     Ownership of the Member Data and Transaction Information published on or received on the Skynet Platform remains your property unless otherwise specified in this Agreement.    
5.9    You provide an irrevocable licence over the Member Data and Transaction Information owned by the Member to us in order that we may provide the Services,  the Skynet Platform and subscription of market data. 
5.10    We reserve the right to disclose Member Data and Transaction Information:
a.    to sub-contractors that work with us to provide the Services;
b.    to our related entities or subsidiaries (as those terms are defined in the Corporations Act 2001), third party affiliates or investors, joint venture partners, suppliers or marketing contractors;
c.    in accordance with our Privacy Policy;
d.    to our advisers like lawyers, accountants and other similar parties;
e.    to our insurers;
f.    as required to provide the Services and/or improve or adjust the Services;
g.    as required to provide the Skynet Platform and subscription of Market Data; 
h.    to our debt collectors (if a debt under these Conditions is due); and
i.    any governmental authority upon a lawful request.
5.11    We reserve the right to downgrade Membership privileges and/or remove them entirely from the Skynet Platform.
5.12    We will preserve the content of any e-mail you send us if we believe we have the legal requirement to do so. Your e-mail message content may be monitored by us for trouble-shooting or maintenance purposes or if any form of e-mail abuse is suspected.
5.13    No data transmission over the internet can be guaranteed as totally secure. Whilst we strive to protect such information we do not warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk. 
5.14    You agree that we may conduct an audit of your compliance with appropriate laws as they relate to Transaction Data at our discretion. 

6    Third party content and linked websites

6.1    The Skynet Platform may contain information, advertisements or offerings in relation to third party products and/or services (third party content).  The following provisions apply to third party content:
a.    Third party content is not provided or endorsed by us. Where it is apparent that products, services and information are third party content, your legal relationship in respect of that third party content is with the third party supplier;
b.    We may receive fees and/or commissions from third parties for third party content displayed or made available on the Skynet Platform. You acknowledge and consent to us receiving such fees.
6.2    The Skynet Platform may contain links to other websites (linked web sites). Those links are provided for convenience only and may not remain current or be maintained.
6.3    We are not responsible for the content or privacy practices associated with linked websites.
6.4    Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary

7.     Services

7.1    We will provide the Services to you in accordance with these Conditions.
7.2    You will use the Services and the Skynet Platform solely at your own risk.
7.3    You must follow all reasonable and lawful directions given by us relating to the Services.
7.4    The following specific provisions apply should you elect to request a Membership subscription as part of the Services:
a.    By agreeing to become a paying Member, you are entitled to the use of the Skynet Platform within the limitations of the Membership for the Minimum Term.
b.    We may not make the Member profile visible on, or may suspend access to, the Skynet Platform, until your details and any other profile information (or all), have been adequately completed and verified, or if these Conditions have not been adequately accepted in hard copy, or online, or if any initial Membership Fees remain unpaid. 
c.    We reserve the right to continue to vary and alter the Skynet Platform, including its directory algorithm, and any other software product features, as well as how we provide Membership services without notice to the Member, throughout the life of this Agreement.
7.5    If we have any concern about any cyber, electronic or other attack to the Skynet Platform or any Member Data, we may, at any time and without giving prior notice to any person, take such protection and/or mitigation measures as we in our sole discretion considers reasonably necessary.

8    Status of Parties

8.1    You may identify and market yourself as a "Skynet Member" in connection with the Skynet Platform, for the Term or unless we require you to remove any such wording for any reason.
8.2    We may indicate on the Skynet Platform that you are, or if you are a member of a Group that your Group is, a "Skynet Member" during the Term.
8.3    You acknowledge and agree that, in connection with all your dealings related to the Skynet Platform you are not a partner, agent, joint venturer or franchisee of Skynet.

9    Intellectual Property

9.1    All Intellectual Property Rights in the Skynet Platform are owned by us or our Related Bodies Corporate or licensors.
9.2    Nothing in this Agreement transfers the ownership of, or grants any licence to, any of the Intellectual Property Rights in the Skynet Platform. 
9.3    You grant us a royalty-free licence for the Term to use your name, logos and other intellectual property for us to identify you as a Skynet Member on the Skynet Platform and to refer to you as a Skynet Member in connection with our advertising and marketing materials.
9.4    You must not in any form or by any means (except as expressly authorised by these Conditions):
a.    adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any works or other subject matter or any part of the Skynet Platform generally; 
b.    copy, hack, alter or disseminate the Services or the Skynet Platform in any way, nor allow any third party to do, or use data mining, robots, reverse engineering, screen scraping, or similar data gathering and extraction tools for establishing, maintaining, advancing or reproducing information contained on the Skynet Platform onto another website or in any other publication; or
c.    commercialise any works or other subject matter, information, products or services obtained from any part of the Skynet Platform.
9.5    All brand, product and service names used in the Skynet Platform are the trade-marks of us or third parties. You are not allowed to use or reproduce any such trade marks in the course of trade, and you may only use such trade marks for accessing, viewing and/or interacting with the Skynet Platform for your own use.
9.6    You agree that we may suspend or terminate the Services and access to the Skynet Platform if any infringement of our or a third party’s Intellectual Property occurs or is alleged in connection with the Services, or the Skynet Platform.

10    Confidentiality

10.1     Each party undertakes to the other to keep strictly confidential these Conditions and all Confidential Information which either party discloses to the other. Each party further undertakes and promises to the other that it will only use such Confidential Information in good faith and for the proper and lawful performance of its obligations under this Agreement.
10.2     If any particular Confidential Information is deemed to be confidential by you – the responsibility is on you to clearly disclose, in writing, that the particular information is confidential – in contrast to the Member Data and the Submissions which are not subject to this clause.
10.3    Neither party may permit or give access to any Confidential Information to any third party without the express prior written consent of the party disclosing such Confidential Information. Such prohibition does not apply to Confidential Information supplied by one party to the other pursuant to the licences, authorisations to use and Data ownership provisions of these Conditions.
10.4    Each party acknowledges that damages alone may not be a sufficient remedy for a breach of this clause or a threatened breach of this clause, and that any breach or threatened breach entitles the party whose Confidential Information is disclosed or threatened to be disclosed in breach of this clause to seek injunctions, damages and such other orders as maybe necessary to protect its Confidential Information.
10.5    This clause shall survive the termination of this Agreement.

11    Skynet Platform Availability and Maintenance

11.1    The Skynet Platform is provided as is and at our discretion and that, despite all reasonable precautions on our part, the Skynet Platform cannot be guaranteed to be available, error free, uninterrupted, timely or secure.
11.2    You acknowledge that the existence of any such unavailability, errors, interruptions, delays or security limitations (regardless of the cause) will not be a breach of this Agreement.
11.3    Your access to and use of the Skynet Platform may occasionally be limited, including due to maintenance. If we anticipate that we may need to interrupt your use of or access to the Skynet Platform for longer than we would normally expect, we will make reasonable efforts to tell you in a timely manner.
11.4    You agree that although we will use reasonable endeavours to ensure you have continuous access to the Skynet Platform, we are not be liable to you or any other person for any Claim or to any other extent for Loss or damage caused by such factors; and you will have no Claim against us in respect of loss of access or functionality to the Skynet Platform referred to in this clause 11.
11.5    We reserve the right for any reason, at any time without notice to, modify, suspend access to, or restrict the functionality of, the Skynet Platform (or any part thereof), or to cease providing the Skynet Platform. In particular (but without limitation to the foregoing), you acknowledge and agree that we may, at any time without notice, modify, suspend access to, or to restrict the functionality of, the Skynet Platform to carry out scheduled, preventative or corrective maintenance of the Skynet Platform. We will endeavour to provide prior notice to Skynet Members of such circumstances; however, we are unable to guarantee that such prior notice will be given.
11.6    We may from time to time need to access your Skynet Member account in order to conduct maintenance or to monitor your compliance with the terms of this Agreement. You consent to us accessing your Skynet Member account for these purposes.
11.7    You agree that we shall not be liable to you or any third party for any Loss arising out of our exercising our rights under clauses 11.5 and 11.6.

12    Acknowledgements, Representations and Warranties

12.1    You acknowledge, understand and agree that:
a.     Skynet Members are able to view the Transaction Information of other Skynet Members. However, for the avoidance of doubt, the Transaction Information does not include the identities of other Skynet Members;    
b.     Skynet Members are able to enquire in respect of a Lead, make a Lead Request, or make a Transaction Request in response to a Lead;  
c.     The Skynet Platform will provide the facility for Skynet Members to nominate if they are acting in the capacity of a broker or a lender when they provide a Lead, Transaction Information, or a Transaction Request. You further acknowledge, understand and agree that due to the nature of transactions over the internet and uncertainty in industry conventions, we cannot guarantee that a Skynet Member will not misrepresent that they are a broker or a lender. We therefore require, by these terms, that Skynet Members conduct their own due diligence to confirm Transaction Information and Leads;
d.     Group Owners are able to view Transaction Information and Member Data of each member of that Group;
e.     Any Transaction Information, Member Data and Aggregated Data shall not be considered to be Confidential Information, nor is it Confidential Information or Intellectual Property belonging to you, and will be disclosed in accordance with these terms and conditions;
f.     We are not a party to any Lead or Transaction and our sole role is the provision of the Skynet Platform in accordance with this Agreement; and
g.     All transactions conducted via the Skynet Platform are at your own risk (including entering into any and all Transactions).
12.2     You represent and warrant that at the date of acceptance of these Conditions by you and at all times until these Conditions are fully performed and completed:
a.    you are not bankrupt and are not insolvent or in receivership or under administration, official management or liquidation and have not entered into an arrangement with your creditors;
b.    you are able to carry on your business and perform your obligations under these Conditions;
c.    you are adequately insured with a reputable insurer against all risks which a prudent person carrying on its business would insure against;
d.    there are no legal proceedings, actions, prosecutions or investigations threatened, pending or commenced against you or your directors or shareholders;
e.    all corporate authorisations and approvals necessary to enable you to enter into these Conditions have been obtained and remain in full force and effect;
f.    all governmental requirements, authorisations, approvals and licenses which are necessary for you to legally carry on your business are in full force and effect; 
g.    you have not withheld from us any document, information or other fact material to our decision to provide a membership or credit to you;
h.    You have obtained any appropriate and lawful authority required in order to post or upload any Transaction Information and complied with all Privacy Law in this respect;
i.    You are licensed and authorised (as necessary, in your sole responsibility) to take any actions, do any things, and provide any information that you do in the Skynet Platform. 
12.3     You must immediately notify us if any of the aforementioned representations, warranties and covenants cease to be true and correct.

13    Support   

13.1     We may provide you with Help Desk Support if there is a technical problem, hosting down-time, or difficulty accessing the Service Support for the Skynet Platform and other Services.
13.2     You may access Help Desk Support via a written request to support@Skynetresearch.tech.
13.3     We will use our best endeavours to respond to any Help Desk Support enquiries or reports in a timely manner but is otherwise not bound to respond or to rectify any defects, errors, threats or other issues arising within any particular timeframe.
13.4     You acknowledge that interruptions because of third-party suppliers to us are beyond our control and the Services may occasionally be interrupted due to technical difficulties.
13.5     We will use reasonable efforts to remedy interruptions to the Services as soon as reasonably practicable.

14    Fees    

14.1    During each calendar month of the Term, we will issue (via the Skynet Platform) an invoice/reminder for the Platform Fees you have incurred during the previous month.
14.2    Invoices will be provided to you online via the Skynet Platform.
14.3    Skynet Members are required to pay an invoice by the due date specified on the invoice. Skynet Members can pay an invoice either by credit card, direct payment into our nominated bank account, or alternate payment methods specified by us from time to time.
14.4    You are responsible for your usage of the Skynet Platform and the payment of all Platform Fees thereby incurred and invoices issued, regardless of whether or not you authorised such use.
14.5    If you fail to pay an invoice within the time period referred in this clause, then we may do any one or more of the following:
a.     charge you an interest at a rate of 2% per month; and
b.     at our discretion, suspend or restrict your access to the Skynet Platform (with monthly Platform Fees continuing to accrue until the Agreement is terminated which will incur interest pursuant to clause 14.5(a) above) or terminate this Agreement.
14.6    Upon cancelling the Services and terminating this Agreement, all amounts owing by you to us will need to be paid in full and any outstanding amounts will be due within 7 business days of termination.
14.7    You acknowledge and agree that we may increase the price of the Services by notice in writing, with the new price taking effect 14 days after written notice is provided to you.
14.8    All amounts payable by you under this Agreement must be paid free of any restriction or condition and free and clear of and (except to the extent required by law) without any deduction or withholding on account of tax or any other amount, whether by way of set-off, counter-claim or otherwise.
14.9    We may at our sole discretion recommence or restore the provision of or access to the Services if any overdue invoice for Transaction Fees is paid.
14.10    You are not entitled to any refunds of any Transaction fees paid to us for the provision of any Services.
14.11     You acknowledge and agree that you may take up to 48 business hours for any Service to be recommenced or restored.

15    Limitation of liability, warranties and Indemnity

15.1    You warrant that you will comply with all laws, regulations, standards and codes applicable to your use of the Skynet Platform and the business of being a Skynet Member (including, without limitation, the provision of Transaction Information, Leads, Request for Leads, Transaction Requests or Member Data, access to information and the supply of goods/services via the Skynet Platform), including but not limited to:
a.     the Competition and Consumer Law Act 2010 (Cth);
b.     the Fair-Trading Acts in all applicable States and Territories;
c.     the Privacy Act 1988 (Cth) as amended from time to time;
d.     any relevant Consumer Codes; and
e.     any other legislation, regulation or law applicable in Australia. 
15.2    You further warrant that:
a.     your rights and obligations under this Agreement will be exercised and performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence;
b.     you will not misrepresent any Transaction Information or Member Data and you will not misrepresent Skynet or its role in relation to the Skynet Platform or your descriptions or indications of any goods or services;
c.     without limitation to this clause, you warrant that you will not misrepresent that you are a lender or a broker;
d.     you and any Authorised Representatives have full capacity and authority and all necessary licences, permits, consents and rights to enter into and perform this Agreement and all Transactions you enter into; and
e.     you will not, in connection with the Skynet Platform, infringe any person's Intellectual Property Rights.
15.3    We will not be liable under any circumstances whatsoever, to the fullest extent permitted by law, for any Loss suffered, or liability incurred by you in connection with this Agreement or your use of the Skynet Platform, including any Loss in relation to:
a.    any misinformation provided by you;
b.    any direction given by you;
c.    any conduct of you or any third party; or
d.    any undue duress, pressure or influence exerted by you upon us or our officers, employees, agents or subcontractors.
e.    the accuracy, completeness or quality of information supplied through the Skynet Platform or in any report produced using Member Data (whether produced through the Skynet Platform or otherwise); and
f.     any decision made by you or any third party or using information supplied through the Skynet Platform or in any report produced the Member Data (whether produced through the Skynet Platform or otherwise).
15.4    To the extent permitted by law, and without limiting the foregoing subject always to the Competition and Consumer Act, the Australian Consumer Law, and the Fair Trading Acts of each State and Territory in Australia, we do not warrant either the quality, standard, performance or outcomes of the Services provided under this Agreement, or the design, performance, use, utility, fitness for purposes or merchantable or acceptable quality of any software, service, product or thing for any particular purpose or at all, other than to the extent expressly represented in these Conditions or in any documentation prepared and supplied by us to you and to the extent implied or required by law.
15.5    You agree to indemnify and hold us harmless from and against any liability, loss, damage, cost (including legal costs), expenses or other liability we may suffer or incur arising out of or in connection with any claim or demand against us by you or any third party, which arises out of connection with the Services and without limiting the generality of the foregoing, you will indemnify and keep us indemnified from and against any and all losses, loss of profits, claims, damages, actions, suits, demand, costs (including reasonable legal costs and disbursements on a full indemnity basis), interest, charges and expenses of any kind whatsoever, which we shall or may suffer or incur or be called upon to suffer or incur by virtue of:
a.    any default or breach hereunder by you;
b.    any unlawful, negligent, fraudulent or indictable act or omission by you or any of its officers, employees or agents;
c.    the use or misuse of any Services by you; or
d.    any Transaction Information or Member Data uploaded, processed or posted by you using the Services, except to the extent of any contributory negligence by us.
15.6    To the extent we are found liable to you in connection with this Agreement we may choose to satisfy any claim for rectification of any defect or omission in the Services by either:
a.    resupplying the Services at our cost; or
b.    paying a third party approved by us to resupply the Services or to supply replacement Services, upon which we will be fully and effectually released and discharged from any further obligations in relation to such claim.
15.7     In no case shall the value of a claim by you for rectification of any defect or omission (as assessed and determined by us, acting reasonably) exceed the total value of the Platform Fees paid by you under these Conditions up to the date the claim is made, and all damage or expense over and above such amount shall be your responsibility.
15.8     We will not be liable to you for any delay or delays in the provision of the Services.
15.9     We will not be liable to compensate you for any delay in either replacing or remedying an actual or alleged defect or omission or in properly assessing or responding to a Claim.
15.10     We will be under no liability whatsoever to you for any indirect, special or consequential loss and/or damage (including loss of profit, loss of revenue or other economic loss) suffered by you arising out of or in connection with any Services or any defect or omission arising under these Conditions.
15.11     We may decline any claim which does not comply with these Conditions, or which is not covered by these Conditions, or which is made for Services that are found not to be defective by us, in which case we may give notice to you that the claim is declined and you will be responsible for our reasonable costs of receiving, processing, assessing and declining your claim. We may invoice you any such costs incurred by it and you shall promptly pay the invoice within seven (7) days of the date of the invoice.

16.     Termination and Default

16.1     Without prejudice to our other remedies at law or in equity, we will be entitled to immediately suspend or terminate the supply of the Services, in the event that:
a.    any Platform Fees are not paid when due; or
b.    if you breach any provisions of these Conditions and that breach is not remedied within 5 days of the breach; or
c.    other than as specified in the amendments to the Corporations Act 2001 (Cth) enacted by Part 2 of the Treasury Law Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth), if a receiver, controller, liquidator, provisional liquidator, trustee for creditors or in bankruptcy, administrator or an analogous person is appointed over your or attempts to take possession of any such assets; or
d.    if you are or state that you are unable to pay debts as they fall due and/or suspends payments of your debts; or
e.    where you are a natural person, you die or become mentally ill or suffers any other demise or incapacity (other than bankruptcy); or
f.    if a judgment equal to more than $10,000 is awarded against you and remains unsatisfied for 14 days, or any execution or other process of Court or Government Authority or any distress is issued against or levied upon any of your property or any person obtains a garnishee order in respect of a debt due by you; or
g.    if a statement, representation, or warranty made or reaffirmed by you in or in connection with these Conditions proves to have been incorrect or misleading in any material respect; or
h.    if you engage in any conduct which may bring the good name of Skynet into disrepute.
16.2    We may terminate this Agreement for any reason by providing you with 15 Business Days' prior written notice of such termination.
16.3     We will not be liable for any loss or damage you suffer because we have exercised our rights under this clause.
16.4     If we terminate these Conditions under this clause:
a.     we may pursue you for damages for breach or specific performance or both;
b.     you will indemnify us from and against all costs and disbursements incurred by us in pursuing the Platform Fees including legal costs on a solicitor and own client basis and our collection agency costs; and
c.     Interest pursuant to clause 14.5(a) will accrue from the date of your breach. 
16.5    You may terminate this Agreement immediately by written notice upon the occurrence of one of the following events:
a.     if we are in breach of this Agreement and have failed to remedy the breach within 5 Business Days of a written notice to us from you, specifying the breach and requiring its remedy;
b.     other than as specified in the amendments to the Corporations Act 2001 (Cth) enacted by Part 2 of the Treasury Law Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth), an Insolvency Event occurs in respect of us; and
c.     if we are in breach of this Agreement and that breach is not capable of remedy.

17    General consequences of termination

Upon Termination of this Agreement:
a.     All Platform Fees owing by you become immediately due and payable to us;
b.     You must cease to identifying and marketing yourself as a Skynet Member;
c.     We may deactivate your access to areas of the Skynet Platform accessible only to Skynet Members;
d.     We may delete or permanently anonymise data or files in your account and/or prohibit any further access to such files (subject to any obligations we have to retain such data or files);
e.     You must return to us or (if requested by us) destroy, all Confidential Information and other data belonging to us, and (if requested by us) undertake in writing that no copies of any such Confidential Information or data have been retained.

18    Broker’s Obligations

18.1    If you are a Skynet Member who at any time acts in the capacity of a broker, when acting in that capacity you shall comply with the following terms:
a.     You shall only enter Leads and Transaction Data that are accurate, truthful and complete.
b.     You shall only place a Lead if you genuinely intend to enter into a Transaction. 
c.     You may choose which Skynet Members you deal with at your discretion but you must always comply with the law and your obligations as a broker including any competition and consumer obligations and privacy obligations. 
d.     You must not act in any way which undermines the integrity of the Skynet Platform or us. Specifically (but not limited to) you must not:
(i)    provide an unfair advantage to any other Skynet Member;
(ii)    use the Skynet Platform without a genuine intention to enter into a Transaction;
(iii)    use the Skynet Platform for the purpose of obtaining Transaction Requests or Lead Requests and then dealing with those parties or other parties outside of the Skynet Platform;
(v)    act in an illegal, unprofessional, unethical, or unfair manner to Skynet or another Skynet Member.

19    Lender Obligations

19.1    If you are a Skynet Member who at any time acts in the capacity of a lender, when acting in that capacity you shall comply with the following terms:
a.    If you do not have sufficient information to provide an accurate Transaction Request or Lead Request you must contact the relevant Skynet Member for further information prior to uploading same.
c.     You must provide all relevant details in respect of a Transaction Request. 
d.     You must only provide Transaction Requests if you have a genuine intention and capability to provide the Transaction.
e.     You must nominate realistic timeframes, structures and pricing. 
h.     It is your responsibility to check all prices and Transaction Data, and other relevant information prior to submitting a Transaction Request. This includes, but is not limited to, data uploaded through software interfaces.
i.     You must not act in any way so as to undermine the integrity of the Skynet Platform or Skynet. Specifically (but not limited to) you must not:
(i)    collude with other Skynet Members on pricing or structure as to Leads generally;
(ii)    engage in any action that would provide an unfair advantage; 
(iii)    seek a Lead Request without an intention of a genuine Transaction Request upon receipt of Leads;
(iv)    act in an illegal, unprofessional, unethical, or unfair manner to us or another Skynet Member.

20    Force Majeure

20.1     If the performance of these Conditions or any obligation under these Conditions is prevented, restricted, or interfered with by reason of a Force Majeure, the affected party, upon giving prompt notice to the other party, is excused from such performance to the extent of such prevention, restriction, or interference.
20.2     The affected party must use its best efforts to avoid or remove the Force Majeure or to limit the impact of the event on its performance and must continue performance with the utmost dispatch when the Force Majeure is removed.
20.3     If an event of Force Majeure has the effect of substantially preventing performance of these Conditions by a party for a period of more than ninety (90) days, the unaffected party may by notice to the other party terminate these Conditions and the provisions of clause 16 will apply.

21    General

21.1     The Parties contract independently and at arm’s length. Nothing in this Agreement constitutes either Party a partner, joint venturer, agent or employee of the other Party.
21.2     If any provision of these Conditions shall be invalid, illegal or unenforceable, that provision shall be severed from these Conditions and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired in any way.
21.3     Neither Party will disparage or bring into disrepute the other party or its business.
21.4     All notices required to be given:
a.    by you under these Conditions must be given in writing (whether electronically or in hard copy), addressed to us at our registered office (or other address published on the Skynet Platform), in the English language, signed (whether digitally or in hard copy) by you (or your authorised attorney or representative), and dated the date on which it was signed unless otherwise specified in this Agreement.
b.    by us to you will be given in any form we think fit and, without limiting the foregoing, if we publish a notice that will be available to you on accessing your portal or at the time of logging on to the Skynet Platform, or sent via email, then you are deemed to have received that notice and notice of that content on and from the date of access.
21.5     We may licence or sub-contract all or any part of its rights and obligations without your consent. We may also at its sole discretion transfer or assign all or any part of our rights and obligations under this Agreement to any third party without your consent.
21.6     You will not transfer or assign all or any part of your rights and obligations hereunder without first obtaining our prior written consent.
21.7     You will give us not less than fourteen (14) days prior written notice of any proposed change of your ownership or control, or any change in your name, or any other change in your details (including but not limited to, changes in your address, phone number, or business practice). You will be liable for any loss incurred by us as a result of your failure to comply with this requirement. In addition, any such change in ownership or control shall be deemed to constitute a transfer or assignment of your rights and obligations under this Agreement to the person or entity take on or taking over such ownership or control, which change shall not be undertaken without first obtaining our prior written consent.
21.8     We will not be required to notify you of, or obtain your consent to, any change or proposed change in our ownership or control.
21.9     Personal information about you may be used and retained by us for the provision of products or services, the marketing of products or services, credit checking, maintenance of your account/s with us, processing any payment instructions or direct debit or credit facility, and debt collection, as well as for any other purposes as may be agreed between the parties or required by law from time to time. You acknowledge that you have read, understood and accept the terms of the Skynet privacy policy available at www.Skynetresearch.tech/privacy. 
21.10     The failure by us to enforce any provision of these Conditions shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision.
21.11     These Conditions and any contract to which they apply shall be governed by the laws applicable in Queensland and are subject to the jurisdiction of the courts of New South Wales. All legal proceedings in relation to these Conditions shall be instituted and held in Sydney in the State of New South Wales, Australia.