eSign App - Terms and Conditions

Welcome to Bookipi E-Sign! We provide an e-signature application for the creation and execution of documents (Services), as set out in more detail on our website (Site).

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean Bookipi Pty Ltd (ACN 617 668 185).

These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use the Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

• our Privacy Policy (on the Site) which sets out how we will handle your personal information;
• clause 1.6 (Variations) which sets out how we may amend these Terms;
• clause 3 (Fees) which sets out important information about payments and recurring services, including whether you can cancel the Services and whether any of the Services auto-renew; and
• clause 14 (Liability) which sets out exclusions and limitations to our liability under these Terms.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Engagement and Term

1.1 These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

1.2 Subject to your compliance with these Terms, we will provide you with access to the Services.

1.3 Where we require access to your premises or computer systems in order to provide the Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

1.4 We will not be responsible for any other services unless expressly set out in these Terms or on our Site.

1.5 If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

1.6 We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services. If you have paid upfront for recurring access to any of the Services (excluding one-time purchases) and you would like to cancel them, please contact us in writing within 30 days of receiving notice to cancel that recurring access and we will issue you a pro-rata refund for such Services.

2. Account

2.1 You must sign up for an Account in order to access and use the Services.

2.2 You must be at least 18 years of age to create an Account.

2.3 You may invite Authorised Users to access and use the Services under your Account. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using the Services. Any limitations on the number of Authorised Users you can have will be set out in your Account or on the Services.

2.4 While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

• keep your information up-to-date (and ensure it remains true, accurate and complete);
• keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
• notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

2.5 If you close your Account, you and your Authorised Users will lose access to the Services.

3. E-Signature and Consent

3.1 The Services allow you and your Authorised Users to create, send, and execute documents using electronic signatures. By using this functionality, you acknowledge that:

• you are responsible for ensuring all parties have consented to the use of electronic signatures prior to execution;
• we collect and store signature-related information (including signatory details, timestamps, and any uploaded signature images) as part of your Account; and
• where a signatory uploads a signature image, you warrant that the signatory has consented to its collection, storage, and use through the Services.

3.2 We will retain signature records for the duration of your active Account and, upon termination or expiry of these Terms, in accordance with clause 16.6.

4. User Contributions and Content

4.1 Our Services may include information and materials uploaded by other users and content provided by people who receive an agreement or contract for signing from the Services (Agreement Recipient), including reviews and posts to comment threads.

4.2 The Services may contain comment threads, personal web pages or profiles, forums, bulletin boards, content on the agreements, links and other interactive features that allow users to post, submit, publish, display or transmit to other users or other persons (Post) content or materials (collectively, User Contributions) on or through the Services.

4.3 We may disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights, or of their right to privacy.

4.4 You represent and warrant that:

• you own or control all rights in and to your User Contributions and content and have the right to grant the licenses in clause 9;
• all of your User Contributions do and will comply with these terms;
• you have the consent of your Agreement Recipients to upload their data and to use it (and to let us use it) in accordance with these Terms.

4.5 You understand and acknowledge that:

• you are responsible for any User Contributions and content you submit, publish or contribute, and you (and not us) have full responsibility for such content, including its legality, reliability, accuracy and appropriateness, and for securing and backing up your content;
• we are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services; and
• without limiting the above, we are not responsible for verifying or approving User Contributions (including ratings or comments from your Agreement Recipients) and we are not liable to you or anyone else for those items, including for material which you may consider defamatory.

4.6 We may remove, refuse to post or take any action with respect to any User Contributions and content if we believe it does not comply with these Terms or any applicable laws, or breaches a third party’s rights, or if we are asked to do so by any regulator. We are not required to maintain or give you a copy of your User Contributions.

4.7 You warrant that your User Contributions will not:

• breach any applicable laws or regulations or any third party’s intellectual property, privacy or other rights;
• contain material that is defamatory, offensive, harassing, deceptive, or otherwise objectionable, including material promoting violence or discrimination; or
• impersonate any person or comprise spam, phishing, or unsolicited contact.

4.8 If you do not comply with clause 4.7, then without limiting any other legal remedy we may have:

• you indemnify us for any loss or damage we suffer as a result (including any claims against us by anyone else);
• we may report any breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them; and
• we may suspend or terminate your right to use our Services.

4.9 If you wish to complain about information and materials uploaded by other users or Agreement Recipients please contact us by emailing support@bookipi.com.

5. Fees

5.1 Our basic Services may be provided free of charge. For other Services we charge a subscription fee or transaction fees, as set out as part of the registration process or on our website from time to time (Fees).

5.2 As part of registering for the Services, we will tell you what Fees (if any) are payable, we will ask you to select a payment method (credit card, direct debit or 3rd party payment tool such as PayPal) and choose a subscription term (monthly or annually).

5.3 We may offer free trials for certain Paid Services, which may require credit card verification at the time of sign-up. At the end of the free trial, you will either begin to be charged for the Paid Service or lose access to it (unless you sign up to it as a Paid Service), as specified in the trial offer you sign up to.

5.4 Our recurring Paid Services are charged on a per-user basis.

5.5 You may select from one of two billing schedules for recurring Paid Services:

• Monthly: You will be billed monthly in advance at the beginning of each monthly billing cycle.
• Yearly: You will be billed annually in advance at the beginning of each yearly billing cycle.

5.6 Details of our Paid Services, including features, limitations, per-Seat fees, Minimum Spend amounts and billing cycles (for recurring Services) are set out on our Site and in your Account. For recurring Services, you will be billed on a regular basis, as set out on our Site, at the beginning of each billing cycle. All other Paid Services must be paid for at the time you order the Service.

5.7 You may upgrade or downgrade any recurring Services at any time through your Account. Changes to your recurring Services will take effect as follows:

• Upgrades and adding Seats: Immediately, with pro-rata charges applied for the current billing cycle. When you add Seats to your Account during a billing cycle, you will be automatically charged a pro-rated amount for those additional Seats based on the time remaining in your current billing cycle.
• Downgrades and removing Seats: At the beginning of the next billing cycle. When you remove Seats from your Account, you will maintain access to the current number of Seats until the beginning of your next billing cycle, at which point the reduced number of Seats and corresponding fees will apply. No refunds will be provided for Seats removed during a billing cycle.

5.8 Cancellation: All recurring Services continue for the agreed Service term that you selected when purchasing the Service (Service Term). At the end of each Service Term, provided you have paid all fees owing, your recurring Services will be automatically renewed for the same term. If you wish to cancel your recurring Services, you may do so through your Account or by contacting us at support@bookipi.com.au. Your cancellation will take effect at the end of your current Service Term, and the recurring Services will not be renewed (meaning you will need to continue paying all fees due up until your current Service Term ends). If you are on an annual Service Term, we will provide you with a renewal reminder at least 30 days prior to the Services renewing.

5.9 Our payment methods will be set out at the time you purchase the Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).

5.10 You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

5.11 If any fees due under these Terms or as a result of your use of the Services are not paid on time, we may:

• suspend your access to the Services; and
• charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

5.12 You are responsible for paying any levies or taxes associated with your use of the Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

5.13 Fee changes: We may revise the fees for the Services from time to time. If we do so, we will provide you with at least 30 days’ written notice prior to your next recurring Service renewal date. The revised fees will apply from your next Service renewal date. If you do not agree to the revised fees, you may cancel your subscription in accordance with clause 5.7, and:

• the fee increase will not be applied to your then-current Service Term; and
• the cancellation will take effect at the end of your current Service Term.

6. Promotions

6.1 From time to time, we may offer promotional discounts, limited free trials with discounted periods, or other special offers (Promotions) for certain Paid Services. Promotions are subject to specific eligibility criteria and terms, which will be set out on the Site, in the promotional materials, or in your Account at the time of the Promotion.

7. Licence

7.1 During the Term, we grant you and your Authorised Users a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.

7.2 When you purchase our Paid Services, your access rights will vary based on the type of service. For one-time purchases, we grant you and your Authorised Users the right to access the purchased Service until the earlier of the specified duration of access, the termination of these Terms or your cancellation of the specific Service. For recurring Services, we grant you and your Authorised Users a right to access the relevant Services only for the duration that you continue to pay for the Service, subject to these Terms. These rights cannot be passed on or transferred to any other person.

7.3 You must not (and you must ensure that your Authorised Users do not):

• access or use the Services in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
• interfere with or interrupt the supply of the Services, or any other person’s access to or use of the Services;
• introduce any viruses or other malicious software code into the Services;
• use any unauthorised or modified version of the Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;
• attempt to access any data or log into any server or account that you are not expressly authorised to access;
• use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
• circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
• access or use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

8. Availability, Disruption and Downtime

8.1 While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

8.2 Except as expressly provided in these Terms, all Services are provided “as is,” and we expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory. We do not warrant that your use of the Services will be uninterrupted or error-free, that we will review your data for accuracy or that we will preserve or maintain your data without loss.

8.3 The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

8.4 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

9. Intellectual Property and Data

9.1 We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

9.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

9.3 We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

• supply the Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use the Services), and otherwise perform our obligations under these Terms;
• diagnose problems with the Services;
• improve, develop and protect the Services;
• send you information we think may be of interest to you based on your marketing preferences;
• perform analytics for the purpose of remedying bugs or issues with the Services; or
• perform our obligations under these Terms (as reasonably required).

9.4 Outputs Generated by the Services: When you use the Services, we may generate outputs, documents, and reports based on Your Data. You are solely responsible for ensuring the accuracy of the information you provide to the Services and for reviewing any outputs before relying on them or transmitting them to third parties. We are not responsible for errors in outputs that result from inaccurate or incomplete information you provide.

9.5 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

9.6 You are responsible for (meaning we are not liable for):

• the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
• backing up Your Data.

9.7 When you use the Services, we may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

9.8 If you do not provide Your Data to us, it may impact your ability to receive the Services.

9.9 This clause 9 will survive the termination or expiry of these Terms.

10. Artificial Intelligence Features

10.1 You acknowledge that certain features and functionalities of the Services leverage artificial intelligence programs, large language models, and software and services provided by third party AI providers including but not limited to OpenAI (AI Features).

10.2 You acknowledge and agree that your access to, and use of, AI Features:

• is at your option and discretion;
• may be subject to additional Fees in addition to those set out in clause 5, and you may be required to upgrade your subscription to access certain AI Features;
• involves the processing of data you input (including contracts, business information, and other content) through third party AI models and systems that we do not own or control; and
• is provided on an “as is” basis without any guarantees of accuracy, completeness, or fitness for purpose.

10.3 You are solely responsible for:

• reviewing and verifying the accuracy, appropriateness, completeness and fitness for purpose of any outputs, recommendations, risk assessments, or content generated through the AI Features (Outputs);
• ensuring you have the right to input any data, content, contracts or information into the AI Features (including obtaining any necessary consents from third parties); and
• not relying on Outputs from AI Features as a sole source of truth, factual information, or as a substitute for legal, financial or accounting advice.

10.4 You acknowledge and agree that:

• AI Features are probabilistic in nature and may produce Outputs that are inaccurate, incomplete, inconsistent, or contain errors or hallucinations (false or misleading information presented as fact);
• we are not lawyers, accountants, or professional advisers, and we do not provide professional advice of any kind;
• AI Features may not identify all risks, issues, or relevant considerations in any document or scenario; and
• we do not verify, validate, or endorse the accuracy or appropriateness of Outputs.

10.5 To the extent permitted by law, we do not make any warranties, representations or guarantees that Outputs are accurate, complete, current, or fit for your intended use, or that use of the AI Features will result in any particular outcome.

10.6 We may suspend your use of, or access to, the AI Features:

• at any time for maintenance, updates, or improvements;
• on request from a third party supplier of AI Features;
• if we reasonably believe you are using the AI Features in breach of these Terms or applicable laws; or
• if we cease to offer AI Features as part of the Services.

You may opt out of using the AI Features at any time, which will result in your access to such AI Features ceasing. However, you will not be entitled to any refund of Fees for any remaining subscription period.

11. Third Party Services and Integrations

11.1 Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise. These third party services may include, but are not limited to Yodlee (Third Party Services).

11.2 Your use of any Third Party Services is subject to the terms and conditions of those third parties, and you are responsible for reviewing and complying with such terms.

11.3 We make no representations or warranties regarding Third Party Services, including its availability, functionality, accuracy, reliability, or suitability for your purposes.

11.4 To the maximum extent permitted by law, we exclude all liability for any loss, damage, or expense arising from or in connection with your use of or inability to use Third Party Services, including any:

• acts or omissions of third party service providers;
• errors, delays, or failures in Third Party Services;
• fees charged by third party service providers;
• changes to, suspension of, or discontinuation of Third Party Services;
• data breaches, security incidents, or loss of data involving Third Party Services; or
• disputes between you and third party service providers.

11.5 Where you choose to integrate Third Party Services with the Services, you authorise us to:

• share Your Data with those third parties to the extent necessary to enable the integration;
• receive data from those third parties for use in providing the Services to you; and
• rely on any data received from third parties as being accurate and complete.

11.6 You are responsible for ensuring that you have all necessary rights, consents, and authorisations to share Your Data with third parties and to allow us to receive data from them on your behalf.

11.7 Data sources make no warranties of any kind related to the data provided by our Services, whether express, implied, statutory, or otherwise. Except for PDFs of official account documents we retrieve on your behalf and provide to you without alteration, no data provided by our Services is an official record of any of your accounts.

12. Confidential Information and Personal Information

12.1 While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

12.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

12.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.

12.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

12.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

12.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

12.7 This clause 12 will survive the termination or expiry of these Terms.

13. Consumer Law Rights

13.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

13.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

13.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

13.4 This clause 13 will survive the termination or expiry of these Terms.

14. Liability

14.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

• your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
• any use of the Services by a person or entity other than you or your Authorised Users.

14.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

• neither we or you are liable for any Consequential Loss;
• a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
• (where the Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
• our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability, or if you have not paid for the Service, to AU$1,000.

14.3 This clause 14 will survive the termination or expiry of these Terms.

15. Notice Regarding Apple

15.1 To the extent that you are using or accessing the Services on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Services and any content available on the Services.

15.2 Apple has no obligation to furnish you with any maintenance and support services with respect to the Services.

15.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

15.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

15.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

15.6 You agree to comply with any applicable third-party terms when using our mobile application.

15.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

15.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

16. Suspension and Termination

Suspension

16.1 We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

Termination

16.2 We may terminate these Terms (meaning you will lose access to the Services, and any recurring Services will be cancelled) if:

• you fail to pay your fees when they are due;
• you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
• you or your Authorised Users breach these Terms and that breach cannot be remedied; or
• we decide to discontinue the Services, in which case we will provide you with at least 90 days’ written notice and if you have paid upfront for ongoing access to any of the Services (excluding one-time purchases) we will issue you a pro-rata refund for such Services; or
• you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

16.3 You may terminate these Terms if:

• we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
• we breach these Terms and that breach cannot be remedied, and if you have paid fees for recurring Services upfront, you will be issued a pro-rata refund of any unused part of those fees based on the portion of the then-current Services period remaining.

16.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (support@bookipi.com), and if you have purchased any recurring Services, termination will take effect at the end of your current Services period.

16.5 Upon termination of these Terms, you should export Your Data through your Account. We encourage you to do this before the termination date, as we cannot guarantee access to Your Data after that date.

16.6 Following termination or expiry of these Terms, we may delete Your Data (including copies) in our possession or control. If you request a copy of Your Data within 30 days of termination, we may, to the extent we still hold Your Data, assist you with that request at our discretion. We reserve the right to charge a reasonable fee to cover our costs of doing so, which we will notify you of prior to fulfilling your request.

16.7 We will retain Your Data (including copies) as required by law or regulatory requirements and otherwise in accordance with our policies.

16.8 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

16.9 This clause 16 will survive the termination or expiry of these Terms.

17. General

17.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

17.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

• where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
• where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

17.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

17.4 Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.

17.5 Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

17.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

17.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

17.8 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

17.9 Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

18. Definitions

In these Terms:

Account means an account accessible to the individual or entity who signed up to the Services, under which Authorised Users may be granted with access.

Authorised User means the user of an Employee User Account and/or Agent Account that you have invited to use the Services through your Account.

Consequential Loss includes any consequential loss, special or indirect loss, 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. However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute “Consequential Loss”.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Services means the services we provide to you, as detailed at the beginning of these Terms.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving the Services or stored by or generated by your use of the Services, including:

• any outputs, signatures, documents, reports, statements, or other materials created by the Services based on information you provide; and
• any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Services.

For the avoidance of doubt, Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.