State Registry Operator

1. Upon you and the Registry Operator signing an Order Form, the Registry Operator grants you a non-transferable and non-exclusive right to access and use the Information Products for the Authorised Purpose, starting from the Commencement Date and continuing for the Term, subject to payment of the Fees and the terms of this Agreement.
2. To the extent of any conflict, inconsistency or ambiguity between the Order Form and these Terms and Conditions, the Order Form will take precedence over clauses 1 to 19 of these Terms and Conditions.
3. The Registry Operator will deliver the Information Products to you in accordance with the Delivery Requirements.

1. You must only use the Information Products for the Authorised Purpose.
2. Except as expressly permitted by the Authorised Purpose, or to the extent required by law, you must not and must ensure that your personnel do not:
   1. make copies of the Information Products or the Data;
   2. alter or modify the Information Products or the Data, merge or incorporate the Information Products or the Data with any other data, materials or product, or otherwise make derivative works of the Information Products (Derivative Works);
   3. you must not disclose, resell, distribute, publish, assign, show or otherwise deal in (including modifying, decompiling, disassembling or reverse engineering) or commercialise or make available any Information Product or Data (or part thereof) to any third party, unless you are expressly permitted to do so by this Agreement;
   4. cache or store, or attempt to cache or store, the Information Products or Data for any purpose whatsoever, including for the purpose of setting up, creating, or adding to another database (whether permanent or temporary); and
   5. use any Information Products or Data for the purposes of data mining, aggregation and/or matching, direct marketing, promotion or advertising, list brokering and/or creating or updating any marketing or contact list.
3. You must only use the Information Products and the Data for the Authorised Purpose, and you must comply with all:
   1. applicable laws (including Privacy Laws); and
   2. directions of the Registry Operator with respect to the Information Products which are reasonably necessary for the Registry Operator to comply with applicable laws, regulatory obligations, and/or directions from the State and/or the Registrar of Titles.

1. You acknowledge and agree that:
   1. the Data, including data in the Information Products, is collected by the Registry Operator and the State for purposes related to the State’s functions and that when the State or Registry Operator is collecting the Data (including the data in the Information Products) neither are necessarily contemplating the purpose to which you may put or use the Information Products including the Authorised Purpose;
   2. use of the Data and/or Information Products is at your sole risk; and
   3. you have exercised your independent judgement in acquiring the Data or Information Product and have not relied on any representation made by the Registry Operator or the State which has not been stated expressly in this Agreement or upon any descriptions or illustrations or specifications    contained in any document including catalogues or publicity material produced by the Registry Operator or the State.

1. In consideration of the Registry Operator providing you with the Information Products, you will pay the Registry Operator the Fees within 30 days of the date of a tax invoice issued to you by the Registry Operator or such other timeframe as may be specified in the Order Form.
2. All Fees are exclusive of GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) unless otherwise expressly stated. You must pay as additional consideration an amount equal to the amount of GST payable on any supplies made under or in connection with this Agreement at the same time as the Fees are payable.
3. Where any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it will be reduced by any input tax credit entitlement in relation to the relevant cost, expense or other liability.

1. You acknowledge and agree that:
   1. all Intellectual Property Rights in the Information Products (and all derivations, adaptions, modifications and enhancements to the Information Products or Data) are or will be owned by the Registry Operator, the State and/or their licensors and you must not do anything, or permit any third party to do anything, which will or may infringe those Intellectual Property Rights;
   2. nothing in this Agreement or in relation to your access to or use of the Information Products, is intended to confer on you any rights, title or interest (including without limitation any Intellectual Property Rights) in the Data or Information Products other than the right to use the Information Products in accordance with this Agreement; and
   3. you must promptly notify the Registry Operator of any actual or suspected unauthorised, improper or unlawful use or infringement of any of the Registry Operator’s Intellectual Property Rights in the Data or Information Products of which you have knowledge.

1. A party (Recipient) may receive Confidential Information of the other party (Discloser) in connection with this Agreement. Subject to clause 2, Recipient must hold this Confidential Information in strict confidence and not disclose or use it for a purpose other than as contemplated by this Agreement without Discloser’s prior written consent. Recipient must also take all reasonable steps to protect the Confidential Information from unauthorised or inadvertent disclosure. The Recipient must keep the Confidential Information confidential for a period of five (5) years or for the length of this Agreement, whichever is longer.
2. The Recipient is permitted to disclose Confidential Information of Discloser:
   1. where the Registry Operator is the Recipient, to the State;
   2. to its officers, employees, consultants, legal advisors, financiers, contractors and related bodies corporate provided such persons have a legitimate need to know such information in connection with this Agreement and undertake to keep the information confidential in accordance with this Agreement;
   3. where the Confidential Information is lawfully in the possession of Recipient through sources other than Discloser; and/or
   4. as required by law or under a binding order of a government authority.

1. The parties agree to comply with all applicable Privacy Laws in relation to the use, disclosure and storage of any Personal Information with which they are provided or to which they have access in connection with this Agreement.
2. For clarity, you will not use the Personal Information in the Data or Information Products other than for the Authorised Purpose.
3. You are responsible for the use, supervision, management and control of and access to the Data and Information Products and you must ensure that the Data and Information Products are only accessed by people with a need to access the Data and Information Products for the Authorised Purpose and that any such persons are under an obligation to keep any Personal Information in the Information Products confidential.
4. You must store the Information Products in a secure location in accordance with any jurisdictional limits set out in the Order Form and ensure that your systems and networks have adequate levels of security to prevent unauthorised access to and/or misuse of the Information Products or Data, including security measures to ensure any usernames, passwords or encryption keys in your control are kept secure and protected from any unauthorised access, use and/or disclosure.
5. You must ensure that neither the security nor the integrity of the Data or Information Products, nor the privacy of any individual, or Personal Information, to whom any information included in the Information Products relates, is compromised, violated or otherwise prejudiced as a result, directly or indirectly, of any act or omission by you.
6. You must co-operate and provide all reasonable assistance to the Registry Operator and, where applicable, the State, upon request in relation to:
   1. the resolution of any inquiry, request or complaint by an individual alleging any breach of any Personal Information, Confidential Information, Privacy Laws, or suspected breach of this Agreement; and
   2. any request by an individual to access and correct Personal Information.
7. In accessing the Data or Information Products, you must not knowingly or negligently introduce to any systems of the Registry Operator any computer or software virus or other computer software or programs intended to or likely to impair or cause harm to the Registry Operator’s system.
8. If a party (Notifying Party) becomes aware of any unauthorised access or use, disclosure, transfer, loss, alteration and/or breach of security in relation to any Personal Information (including, in your case, Personal Information in an Information Product) provided or made available by the other party (Responding Party), the Notifying Party must:
   1. promptly notify the Responding Party in writing and provide the Responding Party with relevant details of the incident;
   2. cooperate and comply with all reasonable directions of the Registry Operator, the State and/or a Government Agency, in relation to the incident including taking such steps as are reasonably necessary to investigate and contain the incident, mitigate against the adverse effect of harm arising from the incident, and enable the Responding Party to comply with notification obligations under applicable laws (including Privacy Laws) or agreements with third parties; and
   3. cooperate with the Registry Operator and the State to minimise reputational damage or loss of goodwill, including liaising on communications with the affected individual(s) to minimise disruption or distress to the individual;
   4. allow the Registry Operator and the State to participate in any assessments or investigations that you or any of your Personnel conduct to determine whether the incident or event constitutes a Notifiable Data Breach; and
   5. cooperate with the Registry Operator in any investigation or enforcement action by any government body or regulator having jurisdiction under the Privacy Laws.
9. You consent to the Registry Operator and/or the State, providing a written notice to the affected individual or any applicable Government Agency relating to any suspected or actual Notifiable Data Breach notified to the Registry Operator.

1. During the Term and for a period of seven (7) years thereafter:
   1. you must maintain accurate and complete records and documents related to your interaction with and use of the Information Products (including payment of Fees);
   2. upon request by the Registry Operator, you must provide the Registry Operator or its third party representative with evidence to the Registry Operator’s reasonable satisfaction that you are (or were for the relevant time of enquiry) in compliance with the terms of this Agreement (Audit).
2. At the request of the Registry Operator at least once every 12 month period during the Term, you must provide a statutory declaration sworn by your authorised representative confirming that you have fully complied with your obligations under this Agreement (including with respect to privacy and data security).
3. The Registry Operator will only be permitted to conduct an Audit once per calendar year for each Information Product licensed under this Agreement, unless:
   1. the Registry Operator reasonably considers an additional Audit is necessary for compliance with applicable Laws;
   2. an additional Audit is required for any reason by any third party (including any State government or relevant Registrar of Titles) responsible for appointing the Registry Operator to curate and provide access to the Information Product; or
   3. the Registry Operator has reasonable grounds to suspect you are not complying with applicable obligations under this Agreement.
4. Each party will bear their own internal costs of an Audit.
5. If an Audit discloses a breach of this Agreement, you must immediately:
   1. take steps to remedy such breach, including complying with the reasonable directions of the Registry Operator;
   2. pay the Registry Operator’s reasonable costs in undertaking the Audit; and
   3. pay any Fees which the Audit uncovers were rightfully payable to the Registry Operator.

To the maximum extent permitted by law (and without excluding anything under the Australian Consumer Law), neither the Registry Operator nor the State make any warranties, guarantees or representations of any kind, whether express or implied by conduct or statute or otherwise, with respect to any Data or Information Products  (including, but not limited to, warranties as to the state, quality, accuracy, reliability, completeness, timeliness, availability or fitness for purpose) other than as expressly stated in this Agreement. Without limiting the generality of this clause, the Registry Operator does not warrant or represent that your use of the Information Products will result in your compliance, fulfillment or conformity with the laws, rules, regulations, requirements or guidelines of any Government Agency.

1. Notwithstanding any other provision of this Agreement, to the maximum extent permitted by law (including the Australian Consumer Law), and except with respect to liability arising from a breach of Clause 6, 7 or 8 and liability with respect to use by you of the Information Product for a purpose other than the Authorised Purpose, the total aggregate liability of a party under or in connection with this Agreement, whether under statute, in contract or in tort, including for negligence or otherwise, is limited as follows:
   1. in the case of the Registry Operator the re-supply of the relevant Information Products or the refund of the Fees paid by you for the relevant Information Products (at the Registry Operator’s option and sole discretion); and
   2. in your case, the greater of an amount equal to the total Fees payable for the Information Products under the Order Form during the Term and any amount recoverable by you under an insurance policy.
2. Notwithstanding any other provision of this Agreement, to the maximum extent permitted by law neither party will be liable for any Excluded Loss.
3. Without prejudice to any other rights or remedies which a party may have, the parties acknowledge and agree that damages may not be an adequate remedy for a breach of clauses 6, 7 and 8, and agree that the party seeking remedy under clauses 6, 7 and 8 may, in addition to damages, be entitled to seek equitable relief, including injunctive relief and specific performance.

1. Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to a Force Majeure Event.
2. Upon the occurrence of a Force Majeure Event the affected Party’s obligations are suspended to the extent that Party is unable to, or delayed in, its ability to perform the obligations, except in respect of any payment obligations.
3. If a Force Majeure Event continues for more than 30 days, either party may immediately terminate this Agreement by notice to the other party.

1. The Registry Operator may suspend your access to the Information Product if:
   1. you are, or the Registry Operator reasonably suspects that you are, in breach of any provision of this Agreement;
   2. the Registry Operator considers your access to the Information Products is causing detrimental, technical or operational system issues or poses a security risk to the Register, the Registry Operator, the State and/or other users of the Information Products;
   3. the Registry Operator considers your use of the Information Products has caused or is likely to cause the Registry Operator to be in breach of any law and/or its regulatory or contractual obligations to the State;
   4. the Registry Operator is required to do so in order to comply with an order, instruction or request from a regulatory authority (including the State or Registrar of Titles); and/or
   5. the Registry Operator no longer has the right to be able to provide the Information Product in whole or in part.
      In such circumstances, the Registry Operator will provide you with written notice of the suspension before the suspension where reasonably practicable to do so. The notice should include reasonable detail of the reasons for the suspension.
2. Without limiting the Registry Operator’s rights under this clause 13 or under clause 14, if the Registry Operator is satisfied you have sufficiently remediated the cause of the suspension, the Registry Operator will re-instate your access to the Information Products as soon as reasonably practicable.
3. For clarity, the Registry Operator may exercise any of its rights under this clause 13 without terminating this Agreement and without prejudice to Registry Operator’s rights to terminate this Agreement under clause 14.
4. The Registry Operator will have no liability to you for any loss suffered or caused by any interruption to your use of or access to the Information Product in connection with any suspension under this clause 13.

1. A party may terminate this Agreement by notice in writing to the other party:
   1. if the other party is in material breach of a term of this Agreement which is incapable of being remedied, or which the relevant party fails to remedy within 14 days of receiving written notice to remedy from the other party;
   2. if the other party enters or threatens to enter into bankruptcy, liquidation, administration, receivership or any other type of insolvency regime or ceases to conduct business; or
   3. in accordance with any express termination rights granted to that party in an Order Form.
2. The Registry Operator may terminate this Agreement or relevant Order Form:
   1. immediately, if a suspension under clauses 1(a), 13.1(b), 13.1(c) or 13.1(d) continues for more than 10 days;
   2. immediately, if the Registry Operator no longer has the right to be able to provide you with an Information Product in whole or in part;
   3. if you fail to pay any Fees by the due date and do not rectify the failure within 5 Business Days of notice from the Registry Operator to do so.

1. On termination or expiry of this Agreement for any reason:
   1. your right to access the Information Products will cease, and you shall immediately cease using the Information Products; and
   2. you must return or destroy all copies of the relevant Information Product, Confidential Information, and any Personal Information obtained in connection with this Agreement that is retained in your systems or otherwise in your control.
2. In the case of termination of this Agreement, in addition to any Fees already incurred or owing by you (Outstanding Fees) and without prejudice to any of Registry Operator’s other available rights and remedies, you will be liable to pay all Fees payable for the remainder of the Term (as set out in the Order Form) except if you terminate under clauses 5 or 1 or the Registry Operator terminates this Agreement under clause 14.2(c).
3. For the sake of clarity, in the case of termination by you under Clause 5 or Clause 1, you will be entitled to a refund of any Fees you have prepaid for any period of the Term after termination.

1. If a party has a complaint or dispute in relation to this Agreement, a party may notify the other party in writing of the existence of a dispute (Dispute) using the contact details specified in the Order Form. The notice should include reasonable details of the Dispute.
2. A senior executive of each party will work together to try to resolve the Dispute and both parties must act reasonably and in good faith in trying to resolve the Dispute. If the Dispute is not resolved within 20 Business Days of the date of the notice of the Dispute under clause 1, a party may refer the Dispute to mediation, in which case:
   1. the parties must try to settle any Dispute arising in connection with this Agreement by mediation administered by the ADC before recourse to arbitration or litigation;
   2. the mediation must be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the Dispute is referred to ADC (Guidelines); and
   3. each party will be responsible for its own costs, except the mediation costs will be equally shared.
3. No party may commence any court or arbitration proceedings relating to a Dispute unless it has first complied with this clause, except to seek urgent interlocutory relief.

1. Any notice, demand, consent or other communication (a Notice) given under this agreement must be in writing and sent by email, prepaid post or hand to the other party’s contact details set out in the Order Form (or as otherwise notified by that party in writing). Notice will be taken to be properly given:
   1. for delivery in person, when delivered;
   2. for delivery by post, 2 Business Days after the posting date (if posted domestically) or 7 Business Days after the posting date (if posted to an overseas address); and
   3. for email, the time the recipient confirms receipt by reply email or otherwise 3 hours after the email is sent unless the sender receives, within those 3 hours, an automated message the email has not been delivered.
2. If a Notice would be taken to be given: (i) later than 5pm; or (ii) on a day that is not a Business Day, it will be taken to be given on the next Business Day.

1. The State is entitled to the rights and benefits under this Agreement and may enforce the terms as if it were a party; however, the State has no responsibility for or liability arising from the obligations of the Registry Operator under this Agreement.
2. No party shall assign or attempt to assign this Agreement or any right or obligation arising under this Agreement without the prior written approval of the other party (which may not be unreasonably withheld) except that the Registry Operator may, without your prior written approval, assign its rights and novate its obligations under this Agreement to such person or entity as from time to time takes over the assets or assumes the functions of the Registry Operator relevant to the performance of this Agreement including, as applicable, the State (or its nominee) and you are deemed to consent to any such assignment and/or novation.
3. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective in that jurisdiction to the extent of the prohibition or unenforceability. That provision will be severed and does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
4. A failure to exercise, or a delay in exercising, any right, power or remedy under this Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
5. The Agreement contains the entire agreement of the parties and supersedes all prior representations, agreements, statements and understandings whether verbal or in writing.
6. Nothing in this Agreement or its performance gives rise to any relationship of partnership, principal and agent, or employer and employee between the parties and no party has the right to assume or create any express or implied obligations of any kind, express or implied, in the name of the other party.
7. Any variation to this Agreement must be in writing signed by or on behalf of all parties.
8. The Order Form may be executed in counterparts each of which is deemed to be an original and which together with these Terms constitutes one and the same agreement.
9. This Agreement is governed by the laws of the State in which the Registry Operator is based. The parties irrevocably submit to the non‑exclusive jurisdiction of courts with jurisdiction in that State and waive any right to object to the venue on any ground.
10. In this Agreement, except where the context otherwise requires:
    1. a reference to a person, includes a natural person, partnership, body corporate, association or Government Agency or other entity; and
    2. the singular includes the plural and the plural includes the singular.