Terms and Conditions

Updated: 9 February, 2020

User Agreement

The website https://data.diligenceresearch.com.au (the Website) is owned by Diligence Research Pty Ltd ACN 625 635 305 (the Company). Where appropriate any reference to the Company also includes a reference the Company directors.

By accessing the Website, and any related social media (including, but not limited to the @DiligenceESG twitter user name, and any related Facebook, Instagram or LinkedIn page), and/or by agreeing to subscribe to emails from Diligence Research, and any related entities, including but not limited to company representatives, you agree to accept and be bound by the terms and conditions of the User Agreement, and you acknowledge that your access to and use of the Website and Email Services is subject to this User Agreement:

1. General notifications

The Website and Email Services are provided by the Company to the public as a general information service, for the purposes of collating and making available publicly sourced Government and associated data.

The Company owns no software, but may license the use of software from third parties in order to undertake the Website and Email Services. The Company makes no warranties regarding the efficacy and/or reliability of any information obtained through the use of third party software.

The Company does not own the publicly sourced Government and associated data referred to in the above Website and Email Services. The Company provides the service of collating and making available this data, and providing it to clients through Website and Email Services.

All information presented on the Website and/or through Email Services is presented without any representation, guarantee, or warranty whatsoever regarding the accuracy, relevance, fitness for purpose, or completeness of the information.

2. Email Services

The Company may offer a subscription service through the Email Services to Subscribers.

Subscribers to Email Services will receive access to the General Information through an email on a daily, weekly or otherwise predetermined basis, as well as access to certain sections, features and functions of the Website that are not available to non-subscribers.

3. Paid subscription to Email Services

Subscribers will receive access to the Email Services by means of taking out a Paid Subscription which provides access to agreed subscriber services.

The Company may grant access to subscriber services on a trial, discounted or free-of-charge basis for a set period of time, which may vary from user to user.

The Company reserves the right to vary the format, content and frequency of Email Services, without notice.

4. Subscription Payments

A Paid Subscription is a subscription paid in monthly instalments unless otherwise agreed upon in writing.

For each month that a Subscriber's subscription is active, the Subscriber acknowledges and agrees that the Company is authorised to charge the same credit card or other payment method (Payment Method) as was used for the initial subscription fee in the amount of the then current monthly subscription fee. Where the Company becomes unable to charge to the same credit card due to factors beyond its control such as the Subscriber's credit card expiring, the Subscriber agrees to advise the Company of the new payment method.

The monthly renewal subscription fees will continue to be billed to the Payment Method the Subscriber provides, automatically until cancelled. The Subscriber must cancel his/her subscription by notice in writing to the Company at least seven days before it renews each month in order to avoid the billing of the next month's subscription fee to the Payment Method provided. Refunds are unavailable for any partial-month subscription period surrendered.

5. Bespoke Email Services

The Company may offer a subscription service through the Bespoke Email Services to Subscribers.

Subscribers of Bespoke Email Services will receive access to Email Services as well as particular information (Bespoke Information) to be determined by the Company in consultation with the Subscriber, and access to certain sections, features and functions of the Website that are not available to non-subscribers.

6. Paid subscription to Bespoke Email Services

Subscribers will receive access to the Bespoke Information by means of a Paid Subscription. The Company reserves the right to vary the format, content and frequency of Bespoke Email Services, without notice.

7. Prices

All prices are expressed in Australian Dollars (AUD), and are GST inclusive (currently 10%). The Company reserves the right to list prices on the Website, in Email Services, and in marketing materials, and vary these prices at any time.

The Company will provide Subscribers with 30 days written notice if the subscription fee is to be varied from the prices that were advised to the Subscriber, at the time of activation.

Price variations will take effect on Subscribers from their first billing date after the expiry of the notice period. If Subscribers do not wish to continue their subscription after being notified of the revised subscription fee, they may cancel their subscription prior to the end of their current payment cycle, without penalty. The Subscriber's Payment Method must be verified before their subscription can be activated. If the Subscriber's initial payment authorisation is revoked, their subscription will be terminated. Subscribers agree to promptly notify the Company of any changes to the Payment Method they have provided.

The price for a subscription to Bespoke Email Services will be determined by the Company, and the prospective subscriber will be notified of this price. The prospective subscriber will then advise the Company if they wish to become a Subscriber under the terms provided by the Company.

8. The Company's responsibilities and services

Information made available through the Website and Email Services is not (and should not be taken as) a substitute for legal, business or other professional advice, nor should be provided to third parties as evidence of such advice.

In using the Website and Email Services, you acknowledge that any information provided by the Company does not take into account your circumstances, or the circumstances of any other user or users of the Website and Email Services.

When using the Website and Email Services and/or any information or data provided by/obtained from the Website and Email Services, you and all other users are solely responsible for deciding whether or not the information is appropriate, complete, accurate or suited to your particular situation.

9. Content

All material, General Information, Bespoke Information, and data accessed or used by, or provided to, Subscribers through the Website and Email Services (the Website/Email Content) is and remains the property of the Company, and the intellectual property in the Website/Email Content (including but not limited to copyright and registered trademarks), is and remains the property of the Company or any relevant third parties from whom the Company may have licensed that Website/Email Content.

You may not modify, sell, lease, rent, loan, distribute, create, copy or compile derivative works based on any of the Website/Email Content.

10. Reserved

11. Intellectual property and licence

The Company grants Subscribers a non-exclusive, non-transferable, limited licence (Licence) to view, download and click through links provided as part of Website/Email Content.

Subscribers agree to abide by the terms of the Licence and warrant that other than with the written permission of Company they will not:

(a) infringe the Company's intellectual property (including but not limited to copyright, registered trademarks and logos) in the Website/Email Content,

(b) modify, copy, republish, forward, share, frame, distribute or communicate any part of the Website/Email Content, or any aspect of the Website and Email Services, including reports based on searches of Website Content, or

(c) otherwise behave in such a manner that results in the infringement of the Company's intellectual property rights or any other rights by you or any other party.

Any breach by you of the provisions in this paragraph may result in an immediate suspension or termination by the Company of your access to the Website and Email Services, without any refund of any payments made by you to the Company, and may result in the commencement by the Company or third parties of legal proceedings against you.

12. Links

Websites and Email Services may contain links (external Hyperlinks) to third party websites.

The inclusion of a link does not imply that the Company endorses, supports or verifies the content of the linked websites, including the truth or completeness of any statements or representations made on these websites, as well as any information, records or reports contained on these websites, or referenced by these websites.

The Company makes no effort to exert any editorial control or influence over, information on pages outside of https://data.diligenceresearch.com.au and associated websites. The Company does not control or provide any content or information at these sites, makes no representation or warranty of any kind with respect to these sites or their content, and does not maintain, operate, or take responsibility for information provided.

Where possible the Company will link to a specific source page (for example, www.site.com/doc01.pdf), rather than the related general source page (www.site.com). Links may expire after publication, such as when (for example) inquiry submissions are archived or moved to a different location. Where possible, repetitive characters and extra spaces may be removed from the published version of links for administrative reasons.

The Company makes no warranty or representation concerning the linked websites. At any time, links may be or may become incomplete, stale, deleted or corrupted, or may link to cached copies of information. Files may be in an incorrect file format, and/or may contain incorrect fonts, formatting, colours and graphics. PDF files which are the subject of links may become corrupt or damaged.

Where the Company becomes aware of any problems concerning links such as corrupted links, the Company will use its best endeavours to resolve these problems in a timely manner, but is under no obligation to do so.

The Company reserves the right to remove links or any information at any time, without notice. Subscribers enter any third party websites at their own risk. It is the responsibility of Subscribers to review any terms of use or privacy policies relevant to linked websites.

13. Prohibitions on conduct

While using the Website and the Email Services Subscribers warrant that they will not:

(a) infringe any laws or engage in any potentially illegal behaviour;

(b) undertake any searches containing false, inaccurate, dated, incomplete, misleading, deceptive, defamatory, discriminatory or offensive search parameters;

(c) take any actions that may undermine or call into disrepute the Company or the Website and Email Services;

(d) infringe any third party rights, including the intellectual property rights held by third parties; and

(e) breach any of the terms and conditions under this User Agreement.

Any breach by you of the provisions in this paragraph 13 may result in an immediate suspension or termination by the Company of your access to the Website and Email Services, without any refund of any payments made by you to the Company, and may result in the commencement by the Company of legal proceedings against you.

14. Warranties, terms and conditions

To the extent allowed by Queensland and Australian law, the Website and Email Services exclude all implied warranties, terms and conditions.

15. Exclusions

The Company is not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use the Website and Email Services.

16. No responsibility

You agree to not hold the Company responsible for other users' content, actions or inaction, including links to their websites.

17. Marketing

The Company abides by the Australian Privacy Principals contained in the Privacy Act 1988 (Cth) (the Act).

The Company does not provide your personal information to third parties for their marketing purposes without your explicit consent. The Company uses your information only as described in the User Privacy Notice.

18. Privacy of Others

If the Website and Email Services provide you with information about another user or users, you agree you will use the information only for the purposes for which it is provided to you. You may not disclose, sell, rent or distribute a user's information to a third party for purposes unrelated to the purchase and/or sale of goods and/or services. You also may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

19. Indemnity

You will indemnify the Company (and the Company's officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Website and Email Services.

20. Notices

Legal notices must be served on the registered agent of the Company (as updated from time to time) or to the following email address: contact@diligenceresearch.com.au.

21. Agency

The Company or its representatives are not your principal, agent or representative for any purpose or purposes in relation to this Agreement.

22. Waiver

No waiver of any breach of these Terms will be construed as a waiver of any other breach of these Terms.

23. Choice of law

This Agreement will be governed in all respects by the laws of the state of Queensland, Australia.

24. Choice of forum

The Website encourages you to resolve any disputes that may arise by using alternative dispute mechanisms such as mediation, including online dispute resolution processes. If a dispute cannot be resolved then you and the Website irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland, Australia.

25. Entirety of Agreement

This Agreement contains the entire understanding and agreement between you and the Company, and may be amended by the Company from time to time without notice.

26. Severability

If any of the terms of this Agreement are invalid or unenforceable, they may be struck out and the remaining terms of this Agreement will continue to be in operation and full effect.