Business Terms and conditions

Welcome to Logcheck!

These terms and conditions (Terms) apply to our customer relationship and vehicle information management and sharing platform described on our Website at logcheckonline.com.au (Logcheck Online). We’ve set out these Terms to govern your subscription to Logcheck Online (Subscription).

By clicking the tick box saying you have read and agreed to these Terms, paying for your Subscription or otherwise accepting the benefit of any part of Logcheck Online, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (‘you’, or ‘your’) and Logcheckonline Pty Ltd ABN 97 651 728 200 (‘our’, ‘we’ or ‘us’). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

We may change these Terms at any time by notifying you, and your continued use of Logcheck Online following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

  1. ACCOUNT
    1. SETTING UP AN ACCOUNT
      1. In order to use Logcheck Online, you (and Your Users) will be required to sign up for an account (Account) and may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.
      2. When you register for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.
      3. You agree that you’re solely responsible for:
        1. maintaining the confidentiality and security of your Account information and your password; and
        2. any activities and those of any third party that occur through your Account, whether those activities have been authorised by you or not.
      4. You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.
      5. We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.
    2. IDENTITY VERIFICATION
      1. (Verification) In order to use Logcheck Online, we require you to verify your details (including your identity and business details) using our processes or an external verification service as applicable (Verification Service).
      2. (Your personal information and privacy) We will collect your personal information (including name and any business details) in accordance with our Privacy Policy as set out in clause 8. Where a Verification Service is used, you acknowledge and agree that:
        1. we may contact and share your personal information with a Verification Service to verify your details; and
        2. you consent to us receiving, sharing and using this information to enable us to carry out the verification.
      3. (Warranty) You acknowledge and agree that we are reliant on the information provided by you to verify your identity and you warrant that any details you provide to us in this regard are complete, accurate and up-to-date.
      4. (Indemnity) You indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise in connection with your misrepresentation of your identity or failure to provide complete, accurate and up-to-date details in this regard.
      5. You acknowledge and agree that failure to comply with this clause 1.2 constitutes a material breach of these Terms and may result in the immediate termination of these Terms in accordance with clause 10 and revocation of your Account (without limiting our other rights at Law).
  2. LOGCHECK
    1. YOUR SUBSCRIPTION
      1. (Commercial Agreement) We may enter into an additional separate agreement with you to govern the commercial arrangement between you and us (Commercial Agreement). To the extent that any obligation under the Commercial Agreement is inconsistent with these Terms, the Commercial Agreement will prevail to the extent of any inconsistency.
      2. (Scope of Subscription) Your Subscription includes the benefits and limitations set out on our Website for your Subscription, or as otherwise communicated to you when you subscribe for your Subscription (as amended from time to time by notice to you).
      3. (Subscription Period) Unless otherwise agreed in writing (including in a Commercial Agreement), your Subscription commences upon you making your first payment of the Subscription Fee and continues for one month at which point it will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 10.1 (Subscription Period). Please ensure you contact us if you want to cancel your Subscription.
    2. LOGCHECK
      1. During the Subscription Period, we grant to you a non-exclusive, revocable, non-transferable licence to use Logcheck Online and to provide access to Logcheck Online to Your Users.
      2. We may from time to time in our absolute discretion release enhancements to Logcheck Online, where enhancements means any upgraded, improved, modified or new versions of Logcheck Online. Any enhancements to Logcheck Online will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
      3. We will provide Logcheck Online in accordance with all applicable Laws and industry standards.
      4. Unless otherwise agreed in writing, we may not provide access, or suspend access, to any part of Logcheck Online until you have paid the relevant instalment of Subscription Fees.
    3. HOSTING

      We will store User Data you upload to Logcheck Online using a third party hosting service selected by us (Hosting Service), subject to the following terms:

      1. (hosting location) You acknowledge and agree that we may use storage servers to host Logcheck Online through cloud-based services, and potentially other locations outside Australia.
      2. (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Service will be free from errors or defects or that User Data will be accessible or available at all times.
      3. (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
      4. (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
    4. SUPPORT

      During the Subscription Period, we will provide you support where necessary to resolve technical issues with Logcheck Online (Support Services), the following terms apply unless otherwise specifically agreed in writing:

      1. we will take reasonable steps to provide Support Services where necessary. You must first endeavour to resolve any issues with Logcheck Online internally and we will not assist with issues that are beyond our reasonable control;
      2. you are responsible for all internal administration and managing access, including storing back-up passwords and assisting Your Users to access and use Logcheck; and
      3. you will not have any claim for delay to your access to Logcheck Online due to any failure or delay in Support Services.
    5. THIRD PARTY SOFTWARE
      1. You acknowledge and agree that third party terms and conditions (Third Party Terms) may apply to your use of Logcheck Online.
      2. You agree to any Third Party Terms applicable to any third party goods and services that are used in providing Logcheck Online, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
      3. Without limiting clause 2.5(b), we will take reasonable steps to notify you of Third Party Terms.
      4. You acknowledge and agree that issues can arise with transferring data to software and between software, and when integrating software with other software. We cannot guarantee the integration processes to other software will be free from errors, defects or delay. You agree that we will not be liable for the functionality of any third party goods or services, including any software.
  3. SUBSCRIPTION FEES AND PAYMENT
    1. You must pay fees to us in the amounts and at the times specified in the pricing section of the Website for your Subscription, or as otherwise agreed in writing (including in any Commercial Agreement) (Subscription Fees).
    2. All Subscription Fees must be paid in advance and are non-refundable for change of mind.
    3. Unless otherwise agreed in writing (including in a Commercial Agreement), your continue obligation to pay the Subscription Fees commences once you pay the initial Subscription Fee and continues to renew automatically at the end of every month unless you provide us notice that you want to cancel your Subscription in accordance with clause 10.1.
    4. Unless otherwise agreed in writing:
      1. if we issue you with an invoice, payment must be made by the time(s) specified on such invoice; and
      2. in all other circumstances, you must pay an invoice within 7 days of receiving the invoice.
    5. Unless otherwise agreed in writing, we may, in our absolute discretion:
      1. not provide any part of Logcheck Online until you pay the Subscription Fees; and
      2. withhold access to any part of or all of Logcheck Online until you have paid any invoice in respect of Logcheck Online.
    6. Unless otherwise indicated, the Subscription Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.
    7. We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
    8. We reserve the right, from time to time, to change the Subscription Fees. We will notify you in advance if we do this.
  4. USER OBLIGATIONS
    1. You must, and must ensure that Your Users, comply with these Terms at all times.
    2. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or Your User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
    3. You must not, and must not encourage or permit Your Users, Personnel or any third party to, without our prior written approval:
      1. use Logcheck Online to intimidate, harass, impersonate, stalk, threaten, bully or endanger any individual or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment to any individual;
      2. share their Account information, including log in details or passwords, with any other person and that any use of an Account by any person who is not the Account holder is strictly prohibited;
      3. use Logcheck Online for any purpose other than for the purpose for which it was designed, including not using Logcheck Online in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
      4. upload sensitive information or commercial secrets using Logcheck;
      5. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using Logcheck;
      6. upload any material that is owned or copyrighted by a third party;
      7. make copies of the Documentation or Logcheck;
      8. adapt, modify or tamper in any way with Logcheck;
      9. remove or alter any copyright, trade mark or other notice on or forming part of Logcheck Online or Documentation;
      10. create derivative works from or translate Logcheck Online or Documentation;
      11. use Logcheck Online in a way which infringes our Intellectual Property Rights or that of any third party;
      12. act in any way that may harm our reputation or that of Logcheck Online or do anything at all contrary to our interests or that of Logcheck;
      13. publish or otherwise communicate Logcheck Online or Documentation to the public, including by making it available online or sharing it with third parties;
      14. sell, loan, transfer, sub-licence, hire or otherwise dispose of Logcheck Online or Documentation to any third party, other than to Personnel or your customers in the ordinary course of using Logcheck;
      15. decompile or reverse engineer Logcheck Online or any part of it, or otherwise attempt to derive its source code;
      16. make any automated use of Logcheck Online and you must not copy, reproduce, translate, adapt, vary or modify Logcheck Online without our express written consent;
      17. breach any applicable Laws, rules and regulations (including any applicable privacy or spam Laws) in connection with Logcheck; or
      18. attempt to circumvent any technological protection mechanism or other security feature of Logcheck Online.
    4. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
    5. You acknowledge and agree we may suspend or cancel your Account (or Your Users’ Account) at any time if we consider, in our absolute discretion, that you are in breach, or are likely to breach, this clause 4.
  5. INTELLECTUAL PROPERTY AND USER DATA
    1. LOGCHECK CONTENT
      1. (Our ownership) We retain ownership of all materials provided to you throughout the course of your Subscription (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Logcheck Online Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.
      2. (Licence to you) You are granted a licence to Logcheck Online Content, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of Logcheck Online. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Logcheck Online Content without prior written consent from us or as otherwise permitted by Law.
      3. links to websites operated by third parties (Third Party Links).
    2. USER DATA
      1. You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide Logcheck Online.
      2. We reserve the right to remove any User Data, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
      3. You are responsible for ensuring that:
        1. you share User Data only with intended recipients;
        2. you have all necessary Intellectual Property Rights and any other applicable rights at Law, to provide us the User Data and to grant us the licence under clause 5.2(a); and
        3. all User Data is appropriate and not offensive.
      4. You:
        1. warrant that our use of User Data will not infringe any third-party Intellectual Property Rights or any other Laws (including privacy laws); and
        2. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
  6. VEHICLE DATA
    1. APPLICATION
      1. Logcheck Online acts as a vehicle information management and sharing platform. In utilising Logcheck Online, Users are able to input information related to a vehicle (including vehicle identification numbers, registration numbers, service and repair history and service and repair invoices) (Vehicle Data), which is made available to all Users.
      2. You must, and must ensure that Your Users, do not include any Personal Information within the components of Logcheck Online which are provided for Vehicle Data to be inputted.
      3. You acknowledge and agree:
        1. Logcheck Online acts as a passive conduit for the online distribution of Vehicle Data and has no obligation to screen Vehicle Data;
        2. that information given to you through Logcheck Online, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;
        3. you are solely responsible for all acts and omissions related to your, your Personnel’s and Your Users’ use of Vehicle Data; and
        4. that we will have no liability in respect of any damage, loss or expense which arises in connection with Vehicle Data and you indemnify us in respect of any damage, loss or expense which arises from Vehicle Data you, or Your Users input.
    2. WARRANTIES

      By providing or posting any Vehicle Data, you represent and warrant that, and must ensure that Your Users make equivalent representations and warranties:

      1. you are authorised to provide the Vehicle Data (including by being authorised to provide any services that you represent you provide);
      2. the Vehicle Data is accurate and true at the time it is provided;
      3. the Vehicle Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
      4. the Vehicle Data is not “passing off” of any product or service;
      5. the Vehicle Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
      6. the Vehicle Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of Logcheck Online or any network or system; and
      7. the Vehicle Data does not breach or infringe any applicable laws.
    3. LICENCE
      1. You grant, and must ensure that Your Users grant, to us a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, share, commercialise, copy, modify, reproduce and adapt any Intellectual Property Rights in any Vehicle Data in order for us to use, exploit or otherwise enjoy the benefit of such Vehicle Data.If it is determined that you or Your Users retain moral rights (including rights of attribution or integrity) in any Vehicle Data, you forever release us from (and must ensure Your Users release us from) any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that Your Users grant an equivalent release.
      2. You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Vehicle Data infringes any third party’s Intellectual Property Rights.
  7. CONFIDENTIALITY
    1. Except as contemplated by these Terms, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
    2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breaches).
    3. The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation.
  8. PRIVACY

    You agree to our Privacy Policy, located on our Website, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of Personal Information.

  9. LIABILITY
    1. WARRANTIES AND LIMITATIONS
      1. (Errors) We will correct any errors, bugs or defects in Logcheck Online which arise during the Subscription Period and which are notified to us by you unless the errors, bugs or defects:
        1. result from the interaction of Logcheck Online with any other solution or any computer hardware, software or services not approved in writing by us;
        2. result from any misuse of Logcheck; or
        3. result from the use of Logcheck Online by you other than in accordance with these Terms or the Documentation.
      2. (Service Limitations) Logcheck Online is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:
        1. Logcheck Online will be free from errors or defects;
        2. Logcheck Online will be accessible at all times;
        3. messages sent through Logcheck Online will be delivered promptly, or delivered at all;
        4. information you receive or supply through Logcheck Online will be secure or confidential; or
        5. any information provided through Logcheck Online is accurate or true.
      3. (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.
      4. (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
    2. LIMITATION OF LIABILITY

      To the maximum extent permitted by law, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms, Logcheck Online or a Subscription:

      1. is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and
      2. is limited, insofar as concerns other liability, to the total money paid to us under these Terms in the 3 months preceding the date the event giving rise to the relevant liability occurs (or, where there are multiple events, the date of the first such event).
    3. INDEMNITY

      You indemnify us and our Personnel from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise in connection with:

      1. any breach of these Terms by you, your Personnel or Your Users;
      2. any act or omission of you, Your Users or your Personnel; or
      3. any negligent, fraudulent or criminal act or omission by you, Your Users or your Personnel.
  10. TERMINATION
    1. TERMINATION FOR CONVENIENCE

      Either party may terminate this agreement at any time by providing written notice to the other party, with termination coming into effect at the date these Subscription would otherwise have renewed.

    2. TERMINATION FOR CAUSE

      Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party, its Personnel or Your Users, are in breach of these Terms and either:

      1. fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
      2. that breach is not capable of remedy.
    3. EFFECT OF TERMINATION

      Upon expiry or termination of these Terms:

      1. your Subscription and licence to Logcheck Online will end;
      2. unless you have terminated these Terms under clause 10.2 and to the maximum extent permitted by law, Subscription Fees already paid will be non-refundable;
      3. you must pay all Subscription Fees owing;
      4. we may continue to hold User Data indefinitely, during which time if you purchase a new subscription to Logcheck Online, we will provide you access to the User Data, however, we do not have a responsibility to store or otherwise retain User Data and you release us in respect of any loss or damage which may arise out of us not retaining User Data after termination; and
      5. no rights, liabilities or remedies of any party will be invalidated by the termination.
    4. SURVIVAL

      Upon expiry or termination of these Terms:

      1. You acknowledge and agree the licences granted under clauses 5.2(a) and 6.3(a) are irrevocable and survives termination of these Terms.
      2. Any other clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
  11. DISPUTES
    1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
    2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
    3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
  12. NOTICES
    1. A notice or other communication to a party under this agreement must be:
      1. in writing and in English; and
      2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
    2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
      2. when replied to by the other party,

      whichever is earlier.

  13. FORCE MAJEURE
    1. We will not be liable for any delay or failure to perform our obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
    2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify the Customer of:
      1. reasonable details of the Force Majeure Event; and
      2. so far as is known, the probable extent to which we will be unable to perform or be delayed in performing our obligations under this agreement.
    3. Subject to compliance with clause 13(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
    4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:
      1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
      2. strikes or other industrial action outside of the control of us; or
      3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
      4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.
  14. GENERAL
    1. GOVERNING LAW AND JURISDICTION

      This agreement is governed by the law applying in New South Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

    2. WAIVER

      No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    3. SEVERANCE

      Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

    4. JOINT AND SEVERAL LIABILITY

      An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

    5. ASSIGNMENT

      You cannot assign, novate or otherwise transfer your rights or obligations under these Terms without our prior written consent.

    6. ENTIRE AGREEMENT

      This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

    7. INTERPRETATION
      1. (singular and plural) words in the singular includes the plural (and vice versa);
      2. (currency) a reference to $; or “dollar” is to Australian currency;
      3. (gender) words indicating a gender includes the corresponding words of any other gender;
      4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
      5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
      6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
      7. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
      8. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
      9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
      10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
      11. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
  15. DEFINITIONS
    Team Definition
    Confidential Information means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
    Documentation means all manuals, help files and other documents supplied by us to you relating to Logcheck Online, whether in electronic or hardcopy form.
    Intellectual Property Rights means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
    Laws Any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in which the party operates or provides its services, or any other relevant jurisdiction(s), and including any industry codes of conduct.
    Logcheck means the software as described in the first paragraph of these Terms and which is licenced to you in accordance with clauses 2.2 and 5.1(b).
    Logcheck Online Content has the meaning set out in clause 5.1.
    Personal Information

    means information or an opinion about an identified individual, or an individual who is reasonably identifiable:

    1. whether the information or opinion is true or not; and
    2. whether the information or opinion is recorded in a material form or not.
    Personnel means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
    Subscription has meaning given in the first paragraph of these Terms, and includes the limitations set out in clause 2.1(a) and on the Website.
    Subscription Fees has the meaning set out in clause 3(a).
    Subscription Period has the meaning set out in clause 2.1(c).
    User means any end user of Logcheck Online, whether granted access to Logcheck Online by you or otherwise.
    User Data

    means files, data, information or any other materials which are:

    1. supplied by you or your Personnel to us under or in connection with these Terms; or
    2. uploaded to Logcheck Online by Your User, and includes any Intellectual Property Rights attaching to those materials.
    Vehicle Data has the meaning set out in clause 6.1(a).
    Website means the website at the URL set out in the first paragraph of these Terms, and any other site operated by us in connection with Logcheck Online.
    Your Users means you, your Personnel and any other third party granted access to Logcheck Online by you.