These Terms of Service (Terms) are between:

Landid Technologies Pty Ltd (ABN 64 681 536 505) (Landid) and each individual entity agreeing to these Terms (Customer), collectively referred to as the Parties and each a Party. These Terms govern the access to and use of the Landid app (Landid Pro) and the Landid web portal (Landid Portal), and any related products or services made available to the Customer (collectively referred to as the Landid Platform).

1.1 These Terms form a binding legal agreement between Landid and the Customer. By using the Landid Platform, the Customer agrees to comply with and be legally bound by these Terms. Please read these Terms carefully. If the Customer has any questions, they should contact Landid using the contact details at the end of these Terms.

1.2 The Customer acknowledges and agrees to these Terms by: (a) ticking ‘I Agree’; (b) accessing or using the Landid Platform; or (c) making any payment for the Landid Platform. If the Customer does not agree to these Terms, they should cease accessing or using the Landid Platform immediately.

1.3 If the Customer is agreeing to these Terms on behalf of an entity, including but not limited to a company or other organisation, they represent and warrant that they have the power and authority to enter into these Terms and bind such entity and act on behalf of any person who uses the Landid Platform (each a User, collectively referred to as Users).

1.4 The Customer may authourise their employees, contractors, authorised agents acting in the ordinary course of business and directly working for or managed by the Customer or the Customer’s clients to access and use the Landid Platform as Users. The Customer must ensure that each User using or accessing the Landid Platform does so in accordance with these Terms.

1.5 Some services on the Landid Platform may be subject to additional terms including but not limited to a direct debit agreement with Landid or its third-party payment processor from time to time (Direct Debit Agreement). Where applicable, such terms will be displayed prior to use of those services or otherwise notified to the Customer.

1.6 Landid reserves the right to make changes to these Terms in accordance with clause 11.2.

1.7 Using the Landid Platform may be prohibited or restricted in certain countries. If the Customer or any Users access or use the Landid Platform outside of Australia, the Customer is responsible for complying with the laws and regulations of the country from which they access or use the Landid Platform.

2.1 Subject to these Terms, Landid hereby grants to the Customer a non-transferrable, non-exclusive, revocable licence to access and use that portion of the Landid Platform applicable to the Subscription type (Licence).

2.2 To access the Landid Platform in accordance with the Licence, the Customer must register for an account (Account) by providing the information requested by Landid (User Information). The Customer may elect to access the Landid Platform as a trial (Trial Services) in accordance with clause 3 or buy a subscription in accordance with clause 2.3.

2.3 If the Customer elects to buy a subscription to the Landid Platform (Subscription), they must: provide the User Information and pay the applicable fees for that Subscription as set out in the pricing schedule provided by Landid to the customer from time to time (Subscription Fees). Landid offers various types of Subscriptions. The functionalities and features for the Subscriptions may be different and varied from time-to-time.

2.4 The Subscriptions Fees are subject to: a) The period of Subscription (Subscription Period); b) the type of Subscription selected; and c) the number and type of Licences required for the Customer and their Users.

2.5 The Customer may also purchase additional products and services, which will be in addition to the Subscription Fees to the Landid Platform and payable as part of the Subscription Fee:

1. Add-ons to obtain additional features or functionalities to the Landid Platform (each referred to as an Add-on);
2. additional optional training and support; and
3. set up for Subscriptions.

2.6 The Customer is responsible for determining: a) If they are an organisation with an Account to manage multiples Users, who will be a User of the Landid Platform, and each User’s access levels; and b) whether any User should have access to the Landid Platform revoked at any time for any reason via their Account.

2.7 For the avoidance of doubt, the parties agree that the Licence is granted to the Customer solely to use the Landid Platform to process the work of its own business and any use to the contrary may constitute a breach of these Terms and an infringement of Landid’s intellectual property rights including but not limited to copyright of the Landid Platform.

2.8 The Customer shall not (and shall not allow any third-party, including Users, to):

1. Use the Landid Platform to process the work of any third party;
2. without written permission, remove, alter or insert any product identification, copyright, trademark or other proprietary notices, labels or marks on or in the Landid Platform;
3. analyse, reverse engineer or attempt to replicate the underlying ideas, algorithms and source code of the Landid Platform;
4. reproduce or incorporate the functionality of any part of the Landid Platform into, or with, another piece of software, or create a derivative work from the Landid Platform; or
5. make copies of any part of the Landid Platform except as may be essential and/or integral to its use of that system or automatically executed by Landid.

2.9 Landid may, at its sole discretion, amend the Landid Platform for the purposes of:

1. Improving compatibility with other computer software;
2. improving compatibility with computer hardware;
3. adding extra functionality and features;
4. altering existing functions and features; and
5. fixing bugs or defects,

from time to time, without notice to or consultation with the Customer. Such amendments may be made available to the Customer, for the duration of these Terms. The Customer consents to such amendments and agrees that unless otherwise notified by Landid, these Terms will apply.

2.10 Landid may suspend or interrupt access to the Landid Platform, in whole or in part, if in the opinion of Landid:

1. The Customer or any of its Users are using the Landid Platform in breach of these Terms, any other agreement, Fair Use Policy (as defined within these Terms) or in breach of any applicable laws;
2. any of the Customer's systems has been compromised or unlawfully accessed;
3. it is necessary to protect the infrastructure of Landid or its affiliates;
4. it is necessary to protect Landid’s other customers or their rights;
5. it is required under the law or necessary to protect Landid’s rights; or
6. in accordance with clause 4.2.5

3.1 At Landid’s sole discretion, certain Customers who intend to subscribe may be offered an Account and a sign up to the Trial Services for a limited period of time (Trial Period). If additional terms and conditions apply to any Trial Services, these will be set out or otherwise notified to the Customer via the Landid Platform.

3.2 The Customer acknowledges and agrees, irrespective of whether they purchase a Subscription prior to the expiry of the Trial Period, if they access the Landid Platform as a Trial Service:

1. The Customer and their Users’ access to the Landid Platform and any submitted data (including but not limited to User Information) will immediately terminate upon expiry of the Trial Period;
2. any data entered into or otherwise accessed by the Customer or their User will be unavailable or otherwise lost upon expiry of the Trial Period and Landid is not responsible for any interruption this may cause the Customer and their User’s access to or use of the Customer’s services. For the avoidance of doubt, upon expiry of the Trial Period, the Customer and each User will not be able to access any data they submit, any Accounts they create or other configurations they make to, the Landid Platform;
3. c. Landid may at its sole discretion, remove or extend any Trial Services and Landid will not be responsible or liable for any potential loss or damage which the Customer incurs as a result of such removal or extension of the Trial Services.

3.3 If the Customer wishes to access the Landid Platform after the expiry of the Trial Period, they must create an Account and sign up for access to the Landid Platform in accordance with clause 2; designate User access and submit the relevant data.

4.1 Use of the Landid Platform:

1. The Customer may access and use the Landid Platform as notified by Landid to the Customer and the Customer will not receive a copy of the software or source code for the Landid Platform;
2. while Landid will allow the Customer to create an Account to access the Landid Platform in excess of the User licences purchased, if the Customer requires additional Users, additional fees will apply;
3. the Customer is required to create separate access accounts for each User. Where such User’s relationship with the Customer ends or their role changes so that they will no longer require access to the Landid Platform, the Customer is responsible for disabling that User’s login, and the User’s login shall become inactive and/or the records from this login shall be preserved in a read only form to preserve the data audit trail for that User; and
4. The Customer shall not (and shall not allow any employee, contractor, User or other third party to): i) use another entity’s (including another User’s) login; ii) share access details with another person; or iii) allow any device to remain logged into the Landid Platform for the purpose of being used by a person who has not been allocated a login and password.

4.2 Payments:

1. The Customer agrees to pay any applicable set up fee (Setup Fees), accounting integration fees and Subscription Fees as required to enable the Customer and their Users to access and use the Landid Portal;
2. The Customer agrees that unless offered Trial Services, Landid will not provide the Customer with the applicable Licence and any access to the Landid Platform until Landid receives the Customer’s confirmed payment details;
3. To maintain access to the Landid Platform, the Customer agrees that Landid will process payment for their monthly invoice on the first business day of each calendar month in respect of the Subscription Fee for the month and all applicable additional fees via direct debit using the confirmed payment details provided by the Customer;
4. To the maximum extent permitted by law, there will be no refunds or credits for any Licence or part thereof or for any cancellation of or downgrade to the Licence, including all applicable fees already incurred;
5. In the event that the Customer’s payment is declined and they fail to balance their account by the next business day, Landid may:

a. In its absolute discretion, suspend the Customer’s access to the Landid Platform until payment is processed and approved;
b. from the due date, charge the Customer interest at the rate of 2.2% per calendar month calculated daily and compounding monthly;
c. engage debt collection services for the collection of any unpaid and undisputed debt and Landid has the right to commence legal proceedings for any outstanding amounts owed to Landid. The Customer acknowledges and agrees that it is liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense and that Landid may place a default against the Customer with a credit reporting agency. The Customer agrees to indemnify Landid for the full amount of Landid’s legal and debt recovery costs.

4.3 Data

1. The Customer represents that any and all commercial information and other information a User submits through the Landid Platform, or otherwise provided to Landid (collectively referred to as Data) are its sole and exclusive property or the Customer has secured any and all authorisation and rights to use the Data as applicable under the relevant laws.
2. The Customer acknowledges and agrees that: (i) Landid is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Customer, its employee(s), contractor(s), agent(s) or any person the Customer permits to use the Landid Platform; and (ii) the Customer is responsible for complying with all laws and regulations regarding the collection, use and disclosure of Data including but not limited to the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and any other requirements under Australian law.
3. Any importing of Data to the Customer’s Account, at the request of the Customer, may be charged an additional fee as set by Landid.
4. Customer agrees that Landid and its Related Bodies Corporate (as defined below) may monitor Customer and its Users' use of the Landid Platform and may collect and use data and related information which may be gathered periodically to ensure compliance with these Terms, to study and improve the Landid Platform, to facilitate the provision of updates, product support and to provide the Landid Platform under these Terms. Aggregated statistical data will be the property of Landid. Furthermore, Landid may communicate with Customer and its Users regarding the Landid Platform and its functions, and for other requirements of Landid.
5. Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Data to Landid for the duration and purposes of the Terms.
6. Customer will not use the Landid Platform to store any personal information that is sensitive in nature (e.g. health information) or information that requires special precautions to protect from unauthorised use (e.g. payment card information or PINs).
7. Any collection of Data by Landid and its Related Bodies Corporate shall be collected in accordance with Landid’s Privacy Policy, which Customer agrees forms part of these Terms.
8. Nothing in this Agreement prevents Landid and its Related Bodies Corporate from disclosing Data to the extent required by law such as if required by subpoena or court order.

4.4 Intellectual Property

1. In the absence of any written agreement to the contrary, the parties agree that Landid is the sole owner or the authorised licence holder of the intellectual property that comprises the Landid Platform including, for the avoidance of doubt, all patents, copyrights, trademarks, trade secrets and the right to register such protections.
2. The parties agree that the Customer retains ownership and copyright over all Data entered in the Landid Platform by the Customer and their Users.
3. If the Customer holds a current Subscription, Landid grants the Customer a personal, non-exclusive, non-transferable, limited and revocable licence to use any reports or related materials containing the Data generated from the Landid Platform for the Customer’s ordinary business purpose. All other uses are prohibited unless the Customer obtains Landid’s prior written consent.
4. The Customer grants to Landid a non-exclusive license to use, copy, store, analyse, transmit, and display and back up the Data to: enable Customer and their Users to use Landid’s products and services; allow Landid to improve, develop and protect its products and services; create new products and services; communicate with Customer about Landid's products and services; send Customer information that Landid thinks may be of interest to Customer based on its marketing preferences; and disclose to third party service providers and partners to enable and support such purposes.
5. Where Landid is required to disclose the Customer’s Data to third parties (other than third-party service providers) including other Users of the Landid Platform for purposes other than those set out in these Terms, Landid will obtain the Customer’s written permission to do so (and such permission will not be unreasonably withheld).
6. If the Customer enables third-party applications for use in conjunction with the Landid Platform, the Customer acknowledges that Landid may allow the providers of those third-party applications to access any inputted Data as required for the interoperation of such third-party applications with the Landid Platform. Landid is not responsible for any disclosure, modification or deletion of Data resulting from any such access by third-party application providers.

4.5 Warranties
Customer acknowledges the Licence is granted subject to the following conditions:

1. The Customer warrants that it either owns or holds licences for any software operated on all devices used to access the Landid Platform;
2. the Customer warrants that if in providing support services, Landid is required to perform an act that is incompatible with a third-party’s intellectual property rights in software that the Customer has obtained the necessary licences or assignments from the holder of those intellectual property rights; and
3. the Customer and its Users will not upload destructive software including for the avoidance of doubt all computer viruses, trojans, or other malware (together, Destructive Software) onto Landid’s servers or the Landid Platform and acknowledges that while Landid will take all reasonable precautions to prevent the Landid Platform from being affected by Destructive Software, that Landid cannot guarantee that the system will not be affected by Destructive Software and will hold Landid harmless for any damage caused by Destructive Software.

5.1 System Availability and Performance

1. Landid is committed to providing a robust and reliable service.
2. Landid will make reasonable endeavours to maintain uptime of the Landid Platform.
3. Landid will make reasonable endeavours to:

a. Give the Customer prior notice of any scheduled down-time of the Landid Platform; and
b. schedule down-time of the Landid Platform outside of the Customer’s standard business hours in order to minimise disruption and service unavailability.

5.2 Customer Setup and Support

1. Setup, training, support and issue logging are all subject to the Fair Use Policy, as amended from time to time by Landid by written notice to the Customer of the same (Fair Use Policy).
2. Any setup, training, support or Issue logging falling outside the Fair Use Policy will be charged at the prevailing rate(s).
3. Customers with Subscriptions who have finished their setup may purchase additional training and support.

5.3 Data Security

1. Landid will treat any of the Customer’s Data, as entered by the Customer in the course of using the Landid Platform, as confidential and will:

a. Use reasonable endeavours to limit access to such data to its employees and contractors on a ‘need-to-know’ basis, and only where such employees and contractors are under an obligation (whether equitable or contractual) to keep such data confidential;
b. not disclose such data to any third-party unless compelled to under law, pursuant to Landid’s Privacy Policy, or upon written request from the Customer;
c. take reasonable efforts to safeguard the Data against third-party access; and
d. allow export of the Data for a fee, as determined by Landid.
2. Landid will take reasonable efforts to avoid corruption or loss of the Customer’s Data.
3. In the event of loss or corruption of Customer Data, Landid’s liability will be limited to taking reasonable steps to try and recover that Data from available backups.

6.1 Limitation of Liability

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT ONLY TO THE WARRANTIES EXPRESSLY STATED WITHIN THESE TERMS, THE LANDID PLATFORM IS PROVIDED “AS IS”, WITHOUT ANY FURTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR EXERCISING INDEPENDENT JUDGMENT IN DETERMINING WHETHER THE LANDID PLATFORM OR THE MATERIALS GENERATED THEREBY ARE ACCURATE, SUFFICIENT OR FIT FOR PURPOSE. LANDID DOES NOT WARRANT OR GUARANTEE THAT USE OF THE LANDID PLATFORM WILL BE FREE FROM DEFECTS, ERROR-FREE OR UNINTERRUPTED OR THAT DATA CORRUPTION OR LOSS WILL NOT OCCUR.
2. FREE TRIALS AND PREVIEWS ARE PROVIDED "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE”.
3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

a. LANDID IS NOT LIABLE FOR ANY LOSSES OR CLAIMS WHETHER ARISING IN CONTRACT, TORT, EQUITY, BY OPERATION OF LAW OR OTHERWISE ARISING OUT OF THESE TERMS OR THE LANDID PLATFORM; AND
b. LANDID DISCLAIMS ALL LIABILITY IN CONNECTION WITH THE ACTS AND OMISSIONS OF ITS THIRD-PARTY PAYMENT PROCESSOR.
4. Nothing in these Terms shall exclude any condition, representation, warranty, guarantee or liability that cannot be excluded as a matter of law, including but not limited to those contained in Australian consumer laws, to the extent that they apply (together, the “Non-Excludable Conditions”).
5. Landid's liability arising from the breach of a Non-Excludable Condition shall at Landid's discretion, be limited to and completely discharged by any one or more of the following:
a. If the liability relates to the supply of goods: (1) the replacement of the goods or the supply of equivalent goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of the cost of having the goods repaired;
b. If the liability relates to the supply of services: (1) the supplying of the services again; or (2) The refund of the payment of the cost of having the services supplied.
6. In no event will Landid’s liability for any loss or claim in relation to the Landid Platform, these Terms or any other services supplied by Landid (whether under statute, contract, negligence or other tort, indemnity or otherwise) exceed the aggregate price paid by the Customer under these Terms for the Landid Platform in the six (6) months preceding the relevant claim.
7. Under no circumstances shall Landid be liable for any consequential, incidental, indirect, special, punitive or other damages arising in any manner whatsoever, out of the use or inability to use the services or the Landid Platform by the Customer (including, without limitation, loss of earnings, revenue, profits, goodwill, use or other economic advantage, loss of business, production or opportunity, loss or corruption of data, wasted overheads, financial penalties imposed by any government or agency or any other indirect or consequential loss arising from or in relation to these Terms), even if Landid has been advised of the possibility of such damages.

6.2 Indemnities

1. To the maximum extent permitted by law, Customer will compensate, reimburse, indemnify and hold Landid, Landid's Personnel and Landid's Related Bodies Corporate harmless from and against all Losses, howsoever arising, that Landid, Landid’s Personnel and Landid's Related Bodies Corporate incur or may suffer or incur in connection with any Claim:

a. Alleging that Customer Data, content or other data or information supplied by Customer, or its Personnel, infringes the intellectual property rights or other rights of a third-party or has caused harm to a third-party;
b. relating to Customer's breach or alleged breach of these Terms or any applicable law;
c. arising out of Customer or its Personnel’s act, omission, negligence or misconduct;
d. arising out of Claims relating to use of its Account or its or its users use of the Landid Platform; or
e. arising out of Claims relating to liability excluded, waived, assumed or acknowledged as Customer's responsibility in these Terms.
2. Landid will defend, indemnify, and hold Customer and its Personnel harmless from and against all Losses arising from any third-party suit, action, or proceeding arising from the actual or alleged infringement of third-party intellectual property rights by the Landid Platform (other than in connection with your content, Data or any modifications or alterations to the Landid Platform not performed by Landid or its suppliers, misuse of the Landid Platform or your breach of these Terms) (“Infringement Action”).
3. In case of an Infringement Action:
a. Landid may, in its sole discretion and without additional cost to you, procure a license that will protect you against the Infringement Action, replace the Landid Platform with a non-infringing version, or if it deems such remedies impractical, Landid may terminate these Terms without incurring any liability.
b. If Landid terminates this Agreement in accordance with this subclause, Customer will receive a pro-rata refund of any fees prepaid prior to the date of termination. Customer will not be entitled to any refund for the periods in which Customer had received the services in accordance with these Terms.
c. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT BY LANDID.
4. As used herein:
a. "Claim" means any claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, Loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort, equity, by operation of law or otherwise and whether involving a third- party or a party to these Terms.
b. "Losses" means any costs, liabilities, losses, Claims, damages and expenses (including reasonable legal/attorneys’ fees whether incurred or awarded) of any kind or nature whether arising in contract, tort (including but not limited to negligence), equity, by operation of law or otherwise.
c. “Personnel” means any representative, director, employee, contractor or agent employed, engaged or instructed by a Party.
d. "Related Bodies Corporate" has the meaning set out in the Corporations Act 2001 (Cth).

7.1 These Terms commence on the date of these Terms and shall continue until terminated.

7.2 Landid may terminate these Terms immediately at any time by notice to the Customer if:

1. the Customer breaches these Terms or Fair Use Policy and, to the extent capable of remedy, fails to remedy such breach within seven (7) days of the date of a notice in writing specifying the breach and requiring its remedy;
2. the Customer commits any act of bankruptcy or insolvency;
3. pursuant to clause 6.2.1(a);
4. a change of control occurs in relation to a Party.

7.3 Landid may terminate these Terms if:

1. More than three (3) years have elapsed since these Terms came into existence;
2. Landid decides, in its absolute discretion, to discontinue the Landid Platform; or
3. Landid gives the Customer thirty (30) days notice of its intention to terminate.

7.4 Customer may terminate these Terms by:

1. Giving Landid thirty (30) days notice in writing; or
2. Giving Landid less than thirty (30) days notice in writing, but paying Fees owing for the remainder of the ordinary thirty (30) days notice period.

7.5 No refunds will be given under these Terms if:

1. Landid terminates these Terms and the Customer has breached these Terms or the Fair Use Policy; or
2. the Customer terminates these Terms.

7.6 Any expenses, costs or disbursements incurred by Landid in recovering any outstanding monies including but not limited to debt collection, agency fees and solicitors cost shall be paid by the Customer.

8.1 Upon termination or expiry of these Terms, the Licence shall immediately be terminated and Landid:

1. May immediately terminate the Customer’s access to the Landid Platform;
2. will store the Customer’s Data for a six (6) month period (Retention Period); and
3. if a Customer reactivates their Account during the Retention Period, the Customer’s Data will be available in their Account.

8.2 Clauses 2.8, 4.2.5(c), 6, 7.6, 8 and 9 shall survive the expiry or termination of these Terms.

9.1 Any dispute or difference whatsoever arising out of or in connection with these Terms shall, fourteen (14) days after notification is made of the dispute and in the absence of agreement to the contrary, be submitted to mediation in accordance with, and subject to, Resolution Institute (Australia) and its then applicable mediation rules.

9.2 If a dispute or difference is not settled within thirty (30) days of the submission to mediation (unless such period is extended by agreement of the parties), it shall be and is hereby submitted to arbitration in accordance with, and subject to, Resolution Institute (Australia) and its then applicable arbitration rules.

10.1 As used herein, "Force Majeure" means flood, riot, fire, judicial or governmental action, labour disputes, failure by a third-party hosting provider or utility provider, interruption or failure of the Internet or any utility service, loss of power, denial of service attack, pandemics, epidemics, quarantines, stay-at-home and similar orders, terror, act of God or any other causes beyond the control of Landid.

10.2 In the event a Force Majeure wholly or partially prevents or delays Landid from fulfilling its obligations under these Terms, Landid shall:

1. Promptly notify the Customer of the occurrence of the Force Majeure event, including a description of its nature, the anticipated impact on Landid's obligations, and, if known, the expected duration of the event;
2. Make commercially reasonable efforts to mitigate the effects of the Force Majeure event on the performance of its obligations under these Terms;
3. Take all reasonable steps to resume full performance of its obligations under these Terms as soon as practicable after the Force Majeure event has ended;
4. Keep the Customer reasonably informed about the status of the Force Majeure event and the measures being taken to address its impact; and
5. If the Force Majeure event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice to the other party, without further liability, except for obligations accrued prior to the effective date of termination.

11.1 If any provision (or any part thereof) of these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or any part thereof) of these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or any part thereof) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.

11.2 Landid may make any changes to these Terms, its policies (including its Fair Use Policy and Privacy Policy) at Landid's sole discretion by written notice. If it involves a change in price and/or a material change to Customers' rights or responsibilities, Landid will give Customer thirty (30) days notice in writing of the change.

11.3 All notices or other communications under this these Terms shall be in writing and sent by email to the address of each Party as disclosed by correspondence between the Parties in relation to these Terms. Service shall be deemed to have taken place when the email is sent to the receiving Party unless the sending Party receives a notification of delivery failure within 24 hours of the email being sent.

11.4 The Customer must not assign or deal with in whole or in part their rights and/or obligations under these Terms without the prior written consent of Landid. Any purported dealing in breach of this clause has no effect.

11.5 Except as expressly stated to the contrary of these Terms, the rights, powers and remedies of a Party under these Terms are cumulative and are in addition to any rights, powers or remedies of that Party. Nothing in these Terms merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right or remedy that a Party may have at any time against the other Party to these Terms or any other person.

11.6 Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

11.7 These Terms are not intended to create a relationship between the Parties of partnership, joint venture, agency or employer-employee. Nothing in these Terms shall be construed to give any Party any right to enter into any commitments or incur liabilities on the part of the other Party.

11.8 Each Party must pay its own costs and expenses (including legal costs and expenses) in relation to the negotiation, preparation and execution of these Terms and any variation or replacement of these Terms.

11.9 The Customer agrees to pay any duty, taxes, registration and other fees (including fines and penalties) relating to the duty, taxes and fees which are payable in relation to these Terms and any transaction contemplated by it.

11.10 Where these Terms provide that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in these Terms, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.

11.11 Each Party must from time-to-time and in a timely manner, do all things reasonably required of it by another Party to give effect to these Terms.

11.12 These Terms may be executed in any number of counterparts and, if so, the counterparts taken together will constitute one and the same Terms.

11.13 These Terms supersede all prior undertakings, arrangements and agreements and constitutes the entire agreement between the Parties in relation to the subject matter of these Terms and there are no conditions or other warranties affecting the Terms between the Parties other than those set out in these Terms.

11.14 These Terms are governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating therein.

dfdf

All notices and correspondences related to these Terms shall be directed to Landid at: support@heylandid.com

Terms were last updated on 12 December 2024.

End of document