Terms and Conditions

The following terms and conditions (T&Cs) are applicable to the provision of access to and use of hosted real estate agency CRM software, related software and ancillary services provided or to be provided by REQ2 Pty Ltd ("rePrecinct") ACN: 622 046 520 (we, us and our), where such supply is or is to be the subject of an agreement between us and person(s) seeking such supply (you or your). These T&Cs also apply to goods supplied in relation to the provision of such services.

1. Definitions

Fees means the amounts payable by you to us for the provision for the Goods, the Services or any other thing supplied or to be supplied by us to you under the Agreement.

Confidential Information means any information provided by us or any of our Personnel to you or any of your Personnel, or otherwise obtained by your Personnel, whether obtained before or after the commencement of this Agreement, in connection with this Agreement in any way. It includes, but is not limited to the following:

• All confidential business information, documents, records, pricing structures, financial information, reports, product specifications, processes, technical information, know how, trade secrets, unpublished patent applications and forecasts which relate to us or our related entities.
• The terms and conditions of this Agreement.
• Information designated by us as confidential or that you know or ought to know is confidential.

Goods means any goods supplied by us in relation to provision of the Services.

Intellectual Property means all intellectual property rights existing throughout the world including, without limitation:

• (a) inventions, discoveries and novel designs, whether or not registered or registrable as patents, including technology, processes, methods or techniques;
• (b) copyright in all software, literary works, artistic works and any other works or subject matter in which copyright subsists and may in the future subsist; and
• (c) know-how, trade secrets and trade marks (whether registered or unregistered).

2. Provision of Services

We will provide the Services to you in accordance with the Agreement. We will use reasonable endeavors to ensure that the Services are available for use by you, but we do not guarantee that the Services will be available at all times or that they will be free from errors or interruptions.

3. Fees and Payment

You must pay the Fees to us in accordance with the Agreement. All Fees are exclusive of GST unless otherwise stated. If you fail to pay any Fees by the due date, we may suspend the provision of the Services until such time as the Fees are paid in full.

4. Intellectual Property

All Intellectual Property in the Services and the Goods remains our property or the property of our licensors. You are granted a non-exclusive, non-transferable license to use the Intellectual Property for the purposes of using the Services in accordance with the Agreement.

5. Confidentiality

Each party must keep the Confidential Information of the other party confidential and must not disclose it to any third party without the prior written consent of the other party, except as required by law.

6. Limitation of Liability

To the extent permitted by law, our liability for any loss or damage arising out of or in connection with the Agreement is limited to the amount of the Fees paid by you to us in the 12 months preceding the event giving rise to the liability.

7. Termination

Either party may terminate the Agreement by giving the other party written notice in accordance with the Agreement. Upon termination, you must immediately cease using the Services and return any Goods to us.

8. Governing Law

The Agreement is governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.