By signing up for, or otherwise using, the Services and Software, you agree to be bound by these Terms. If you do not agree to these Terms, then you must not use the Services and Software.
From the date that you purchase a Paid Subscription in accordance with the provisions of these Terms, we grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferrable licence to use the Services and Software for your internal business purposes in accordance with these Terms. This licence expires on termination of these Terms.
You grant to us the right to allow the Software to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the Services and Software. You are responsible for obtaining, operating and maintaining (at your expense) a computer system and internet access to access the Services and Software.
We are the owner or authorised user of all rights in the Services and Software, including any related documentation or any modifications or updates in connection with the Services and Software. These Terms do not grant you any right, title or interest in the Services and Software (including any updates or modifications the Software) or any intellectual property rights associated with the Services and Software, including, but not limited to all RetireMap trademarks and service marks (registered and unregistered), business names, domain names, copyright, designs, logos and any other features of the RetireMap brand.
To access the Services and Software you can choose to subscribe to RetireMap on a monthly basis.
You can purchase a monthly subscription to the Services and Software (“Paid Subscription”) directly from RetireMap. The price for the Paid Subscription is as set out in any price list provided by us to you or, otherwise, as advised by us in writing to you. We will use a third party payment provider, Ezidebit, to bill you from the date that you order a Paid Subscription (such order form to be in a form acceptable to us) and on each periodic renewal (disclosed to you prior to your purchase of the Paid Subscription) until termination. If Ezidebit cannot charge you, you remain responsible for any uncollected amounts, and we may attempt to charge you again or request that you provide another payment method.
Your Paid Subscription will automatically renew at the end of the applicable subscription period (disclosed to you prior to your purchase of the Paid Subscription) until termination.
The price for the Paid Subscription is exclusive of all taxes, duties and charges levied in connection with the supply of the Software and Services and you are liable for such amounts (if any). In this clause words that are defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as their definition in that Act. Each amount payable by you under these Terms in respect of a Taxable Supply by us is a GST exclusive amount and you must, in addition to that amount and at the same time, pay the GST payable in respect of that supply.
Any price indications or price list provided by us to you or otherwise made available to you are subject to change at any time on reasonable notice to you but no less than 30 days’ written notice to you.
If you sign up for a 30-day free trial of the Paid Subscription to the Services and Software (“Trial”), you agree that the Trial period ends on the date disclosed to you when you sign up for the Trial. If you do not cancel the Paid Subscription before the Trial ends, you authorise us to automatically charge you the agreed price each for each subsequent subscription period until termination.
Where you sign up for and/or use the Services and Software on behalf of an organisation or entity, you represent and warrant that you have the right to bind such organisation or entity and to act on behalf of that organisation or entity, and that these Terms apply to the organisation or entity (and all references to “you” and similar terms refer to that organisation or entity).
Where you sign up for the Services and Software on behalf of any of your advisors, employees, representatives, consultants, suppliers or agents (“Personnel”) you represent and warrant that you have the right to bind such Personnel and that these Terms apply to those Personnel (and all references to “you” and similar terms refer to Personnel).
Either you or RetireMap may terminate these Terms for convenience by providing the other party with 60 days written notice.
We can cancel your Paid Subscription if you breach these terms and conditions and:
(a) the breach is not capable of remedy; or
(b) you have not remedied the breach within 7 days of being provided with notice of the breach.
Termination of your Paid Subscription will not relieve you of any obligation to pay any outstanding fees. On termination of these Terms you must immediately stop using the Services and Software and destroy all copies and derivative works of the Services and Software in your possession or control.
You must use the Services and Software only as permitted by applicable law. You must have the power to enter a binding contract with us and not be prohibited from doing so under any applicable laws.
You represent and warrant that any registration information that you submit to RetireMap is true, accurate, and complete, and you agree to keep it that way at all times. You must not share any account details in connection with your use of the Services and Software or give others access to those account details.
In using the Services and Software, you must comply with all applicable laws, rules, and regulations, and respect the intellectual property, privacy, and other rights of third parties (if applicable).
In addition to other prohibitions as set out in these Terms, and except to the extent that applicable laws including the Copyright Act 1968 (Cth) prevent us from restraining you from doing so, you are prohibited from using the Services and Software:
(a) for any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(d) to decipher, decompile, disassemble, reverse engineer the Services and Software, or otherwise attempt to or assist anyone to derive any source code or underlying algorithms of any part of the Services and Software;
(e) to submit false or misleading information;
(f) to upload viruses or other malicious code;
(g) to collect or track the personal information of others (other than any person or client of your business whom you are authorised to collect such information);
(h) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(i) for any obscene or immoral purpose; or
(j) to interfere with or circumvent the security features of our Software or website.
These Terms are subject to consumer protection laws and regulations (including in Australia, the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). Nothing in these Terms is intended to exclude, restrict or modify rights which you may have under any law which may not be excluded, restricted or modified by agreement. You can find out more about your consumer rights from consumer organisations and bodies such as the Australian Competition and Consumer Commission and Australian State/ Territory fair trading authorities.
If these Terms are governed by the Australian Consumer Law, you may have certain consumer rights under that legislation. If you have a major problem with the Services and Software or a minor problem that cannot be fixed within a reasonable time you may have the right to cancel these Terms and/or the right to receive a refund for the unused portion of the Paid Subscription. Subject to your consumer rights, we are not liable:
(a) for any loss that was not reasonably foreseeable to us; and
(b) to the extent that your loss was contributed to by you or any other matter outside our reasonable control.
Subject to your consumer rights above and except as required by law, we do not guarantee continuous, uninterrupted or secure access to our Services and Software. We do not warrant that the Services and Software are free of malware or other harmful components. We make no representation regarding, nor do we warrant or assume any responsibility for, any third-party applications (or the content thereof), devices or any product or service advertised, promoted or offered by a third party on or through the Services and Software or any hyperlinked website. No advice or information whether oral or in writing obtained by you from RetireMap will create any warranty on behalf of RetireMap. This section applies to the fullest extent permitted by applicable law.
Every effort is made to ensure that the Software produces accurate calculations. The Software produces information which is reliant on information entered by you and is not the result of specific professional advice. You must rely on your own judgement in determining whether the Software is suitable for the purposes for which you intend to use the Software. You understand and agree that your access to and use of our Services and Software is at your own initiative and risk. We will not be liable to you or anyone else who relies on the information generated by our Services and Software. Please see the “limitation of liability” section below for a detailed explanation of the limits of our liability to you.
Neither party will be liable to the other or anyone else, whether under contract, tort, statute or in equity, for any kind of consequential loss (including but not limited to any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise) incurred or suffered by a party to these Terms or anyone else arising out of or in connection with these Terms or the Services and Software.
Our aggregate liability to you under or in connection to these Terms (whether in tort (including negligence) for breach of contract or breach of statute or otherwise) is limited to the aggregate amount of the Paid Subscription fees actually paid by you and received by RetireMap for the Services and Software in the 12 months immediately prior to the event or circumstance giving rise to the liability.
This clause will survive the termination or expiry of these Terms.
You agree that you will not use the Services or Software for any unlawful purpose or for any purpose prohibited by these Terms. You agree to indemnify and hold us (including our directors, partners, representatives, officers, agents, contractors and employees) harmless from and against all claims, losses, costs, damages and expenses (including reasonable legal fees) suffered or incurred by us arising out of or related to your breach of any of these Terms or your use of or the provision of the Services and Software.
Your aggregate liability to us under or in connection to these Terms (whether in tort (including negligence) for breach of contract or breach of statute or otherwise) is limited to the aggregate amount of the Paid Subscription fees actually paid by you for the Services and Software in the 12 months immediately prior to the event or circumstance giving rise to the liability.
This clause will survive the termination or expiry of these Terms.
Certain software programs or other features (“Resources”) available on or through the Services and Software may be provided by third parties. The Services and Software may also include links, or access to third party websites (“Third Party Sites”). We make no representations whatsoever about any such Resources or Third Party Sites. We have no control over the content on such Resources or Third Party Sites (“Third Party Content”). In addition, a link to a Resource or Third Party Site does not mean that we endorse such Resource or Third Party Site or their Third Party Content.
It is your responsibility to take all necessary precautions to ensure that anything you select for your use or which you download through your use of the Services and Software (including from any Resource or Third Party Site) is free of items such as viruses, worms, Trojan horses, and other items of a similarly destructive nature. We assume no responsibility, and are not liable, for any viral infection of your computer equipment or software or any other damage related to your access to, use of or browsing of any Resource or Third Party Site.
You are the sole and exclusive owner of any and all data which may be uploaded, generated, compiled, arranged or developed in connection with the Services and Software (Customer Data). Customer Data will be processed by RetireMap solely for the purpose of servicing its relationship with you in connection with the provisions of these Terms and the Services and Software. You grant us a worldwide, perpetual, non-exclusive, transferable (including the right to sub-licence), royalty-free licence to use Customer Data for the purpose of providing the Services and Software. We will not use Customer Data for any purpose other than that of rendering the Services and Software. We will not sell, assign, lease, or dispose of your Customer Data.
You represent and warrant that you have the necessary rights, including all required permissions and authorisations, to provide any Customer Data that you provide to us in connection with the Software and Services.
RetireMap uses a layered approach to information security. We will use commercially reasonable efforts to maintain the security, integrity and availability of all Customer Data to which we have access, including but not limited to commercially reasonable efforts reflecting changing technological approaches, including taking the following measures:
(a) maintain commercially customary network security controls including firewall solutions;
(b) maintain and update an anti-virus program;
(c) require individual user accounts and passwords for any access to the Software, in accordance with best practice;
(d) conduct regular vulnerability assessments;
(e) access to Customer Data will be restricted to those who have been properly trained and instructed as to security and privacy policies, controls and procedures; and
(f) notify you of any unauthorised access to Customer Data immediately upon discovery.
In this section "Confidential Information" means, in relation to each party (for the purpose of this section the Discloser) all and any information of a confidential nature relating to or used by the Discloser, including but not limited to financial, customer and employee information, product specifications, trade secrets, ideas, processes, statements, trade secrets, Customer Data, information concerning the business affairs (including products and services) of the Discloser and any other information disclosed on behalf of the Discloser which, by its nature is or could reasonably be expected to be regarded as confidential and which is not in the public domain, except by virtue of a breach of the confidentiality obligations arising under these Terms.
Except to the extent expressly permitted or required by these Terms, each party must not use or disclose any of the other party's Confidential Information. Each party may disclose the Confidential Information of the other party:
(a) when required to do so by law or any regulatory authority, including any stock exchange; and
(b) to its personnel whose duties reasonably require such disclosure, on condition that the party making such disclosure:
(i) ensures that each such person to whom such disclosure is made is informed of the confidentiality of the information and the obligations of confidentiality under these Terms; and
(ii) ensures that each such person to whom such disclosure is made complies with those obligations as if they were bound by them.
Each party must establish and maintain effective security measures to prevent any unauthorised use or disclosure of, or unauthorised access, loss or damage to, the Confidential Information of the other party.
Except to the extent expressly permitted or required by these Terms, on termination or expiry of these Terms, RetireMap will promptly cease using all Customer Data. If the Customer Data does not contain personal information, or, unless retention is otherwise advisable considering our legal position for recordkeeping purposes (such as, for statutes of limitations or litigation investigations), RetireMap will provide the Customer Data back to you in a form reasonably agreed between the parties. If RetireMap no longer needs to retain the Customer Data for the purposes set out in these Terms, we will take reasonable steps to destroy or permanently delete any of your Customer Data in our possession.
This section will survive the termination of these Terms for any reason.
Neither party will be liable to the other for any delay or failure to perform or observe any obligation under these Terms if the delay or failure to perform or observe an obligation is in consequence of unforeseen events beyond its reasonable control, including acts of God, war, riot, insurrection, vandalism, sabotage, strike, lockout, ban, limitation of work or other industrial disturbance, law, rule or regulation of any government or governmental agency and executive or administrative order or act of general or particular application, and the consequences of epidemics and pandemics (including COVID-19).
If a dispute arises in relation to the Services and Software or these Terms, the parties to the dispute expressly agree to endeavour to settle the dispute by mediation administered by the Australian Disputes Centre (or its successor at law) (“ADC”) before having recourse to litigation.
The mediation must be conducted in accordance with the ADC Guidelines for Commercial Mediation (“Guidelines”) which are operating at the time the matter is referred to the ADC. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of the Guidelines are incorporated into these Terms.
During the period in which the dispute is being resolved, the parties must continue to perform all of their obligations under these Terms which are not under dispute and which are able to be performed by the parties.
Nothing in this clause prevents RetireMap or you from obtaining any injunctive or other urgent interlocutory relief from a court of appropriate jurisdiction.
This clause will survive the termination or expiry of these Terms.
A notice given by a party to the other party under these Terms must be in writing and: (a) delivered personally or (b) sent by post or (c) sent by e-mail, to that party's address or email address set out in these Terms or as last notified by the intended recipient.
A notice given in accordance with the provision above is deemed to be received if: (a) personally delivered, on delivery or (b) mailed within Australia, on the expiration of 2 business days after posting or (c) sent by e-mail, on delivery.
Our address for service of notices is:
Attention: Andrew Gardner
Address: c/o Kingsley Advisory, Level 7, 333 Collins Street, Melbourne 3000
The failure of us to exercise or enforce any right or provision of these Terms does not operate as a waiver of such right or provision.
If any provision of these Terms is determined to be unlawful, void or unenforceable in any jurisdiction, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Terms. Such determination will not affect the validity and enforceability of any other remaining provisions of these Terms.
RetireMap may assign any or all of its rights under these Terms. You may not assign, transfer, novate or sub-licence your rights or obligations under these Terms, to any third party without RetireMap’s prior written consent
The indemnities in these Terms are:
(a) continuing obligations of the parties, separate and independent from their other obligations and survive the termination or expiry of these Terms; and
(b) absolute and unconditional and unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the party giving the indemnity.
It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under these Terms.
These Terms may only be amended in writing signed by the parties.
These Terms are governed by and construed under the laws of Victoria, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria, Australia and those courts capable of hearing appeals from such courts.