Exam Exchange




Exam Exchange is a SaaS management platform that connects education institutions with venues that host examinations, and allows users to manage and schedule examinations remotely. Use of Exam Exchange is subject to these Terms of Service.

1               DEFINITIONS

The following terms are used throughout these Terms of Service and have a particular meaning:

(a)            ACN means Australian Company Number.

(b)            Account means a registered account with Exam Exchange.

(c)            Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.

(d)            Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth, Australia.

(e)            Company means Databee Business Solutions Pty Ltd ABN 16 124 016 048.

(f)              Customer Agreement means any additional terms agreed between the Company and the Institution with respect to the Institution’s license for the use of Exam Exchange, including with regard to Fees payable.

(g)            Confidential Information means any written or verbal information that:

i                 Is deemed as confidential under these Terms of Service;

ii                A party informs the other party that it considers it confidential and/or proprietary;

iii               A party would reasonably consider to be confidential in the circumstances; and

iv              Is personal information within the meaning of the Privacy Act and GDPR;

but does not include information that a party can establish:

v               Was in the public domain at the time it was given to that party;

vi              Became part of the public domain, without that party's involvement in any way, after being given to the party;

vii             Was in party's possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or

viii            Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

(h)            Exam means an examination organised by an Institution to test a Student’s learning outcomes.

(i)              Exam Data means all Exam related information including Student records, Personal Information, data, documents, photos and other such materials entered into Exam Exchange by a User or on behalf of a User by any party but does not include derivative and analytical data.

(j)              Exam Exchange means the “Exam Exchange” SaaS examination management platform.

(k)             Exam Venue means the location registered by a Host on Exam Exchange where an Exam is held.

(l)              Fee means any fee charged by the Company for access to and use of Exam Exchange.

(m)           Feedback means a comment or suggestion provided by another User to a Host submitted through the completion of an online questionnaire on Exam Exchange.

(n)            Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure and includes each of the following:

i                 Act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;

ii                Act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;

iii               The effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and

iv              Embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.

(o)            GDPR means the EU General Data Protection Regulation 2016/679.

(p)            Host means any registered User authorised to advertise and manage Exam Venues on Exam Exchange.

(q)            Host Fees means a fee charged by the Company as advertised on the Site, and payable by the Host for use of Exam Exchange.

(r)              Institution means any education institution that Exam Exchange is licensed to by the Company and is responsible for paying the Institution Fees.

(s)             Institution Fees means a fee charged by the Company in accordance with the Customer Agreement, and is payable by the Institution for use of Exam Exchange.

(t)              Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

(u)            Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

(v)             Moral Rights means:

i                 Moral rights pursuant to the Copyright Act 1968 (Cth);

ii                Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).

(w)            Personal Information has the same meaning as in the Privacy Act.

(x)             Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at https://examexchange.com.au/privacy

(y)             Privacy Act means the Privacy Act 1989 (Cth).

(z)             Private Host means a Host that:

i                 Has an existing relationship with one or more Institutions outside of Exam Exchange;

ii                Is authorised by one or more Institutions to use Exam Exchange (as an authorised user of the Institution) to manage Exams;

iii               Does not pay Host Fees; and

iv              Cannot advertise their availability to host Exams on Exam Exchange.

(aa)         Site means https://examexchange.com.au.

(bb)         Student means any User that is limited to viewing limited Exam Data, and is not a Host or Institution.

(cc)         Third Party Service means an online third-party service provider with whom a User holds an account.

(dd)         User means any Institution, Host and Student that uses Exam Exchange.

2               AGREEMENT

2.1           The licence granted under these Terms of Service shall be ongoing until terminated in accordance with the terms of these Terms of Service and/or Customer Agreement.

2.2           The Institution agrees:

(a)            To pay the Institution Fees in accordance with the pricing agreed in the Customer Agreement as and when they fall due;

(b)            That it must ensure any Exam Data being entered into Exam Exchange by the Institution is complete and accurate;

(c)            That it is responsible for each of its Students’ use of Exam Exchange; and

(d)            That it is responsible for each Private Host it authorises to use Exam Exchange.

2.3           The Host agrees:

(a)            To pay the Host Fees in accordance with the pricing as advertised on Exam Exchange as and when they fall due; and

(b)            That it is responsible for maintaining the accuracy of their Account information on Exam Exchange.

2.4           Where there is a conflict between these terms, and any Customer Agreement, the Customer Agreement shall prevail.

3               USING EXAM EXCHANGE

3.1           General

(a)            To access and use Exam Exchange:

i                 The User’s Account must be set up and registered;

ii                Each User must register with Exam Exchange, either as an Institution, Host or as a Student, as the case may be.

(b)            To use Exam Exchange, the User agrees to the terms of:

i                 These Terms of Service; and

ii                The Privacy Policy.

(c)            The User agrees to use Exam Exchange in accordance with any instructions provided by the Company, within Exam Exchange.

(d)            The User agrees that the use of Exam Exchange does not imply a contractual relationship between the Host and the Institution.

(e)            The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.

3.2           Features

(a)            Depending on whether the User is a Host, Institution or Student, Exam Exchange shall enable the User to (without limitation);

i                 Advertise and post a request to host an Exam;

ii                Accept or reject a request to host an Exam

iii               Schedule, manage or view an Exam;

iv              Manage Student attendance;

v               Import student records and Exam Data;

vi              Send and receive correspondence with other Users;

vii             Provide Feedback to a Host; and

viii            Access and use any other features made available by the Company from time-to-time.

3.3           Private Hosts

(a)            The Institution may authorise a Host to manage examination venues for the Institution.

(b)            Private Hosts will not have the ability to advertise on Exam Exchange.

(c)            A Private Host will receive a separate login for each Institution that authorises it. Should the Private Host become a Host, it will be able to consolidate its Account into a single Host Account.

(d)            The Company is not liable to the Private Host in respect of Exam Exchange in any way.

3.4           Feedback

(a)            The Company will endeavour to moderate Feedback provided by another User to a Host.

(b)            If a Host believes that the Feedback provided by another User is inaccurate, discriminatory or deliberately offensive, the Host may lodge a request to the Company via email at exchange@databee.com.au for review.

(c)            The Company’s decision whether or not to remove another User’s Feedback is at its absolute discretion. The Company’s decision shall be final and not subject to review.

3.5           Student Attendance

(a)            For the purposes of verifying a Student’s attendance at an Exam, the Host and the Institution shall be solely responsible for ensuring that all attendance records entered into Exam Exchange are accurate. For the avoidance of doubt, the Company shall have no liability in relation to the accuracy of the attendance records on Exam Exchange.

(b)            The Host and the Institution must communicate directly if there are any concerns related to an attendance of a Student during an Exam.

(c)            If the Host has incorrectly recorded the attendance of a Student, the Student must resolve the issue with the Institution and the Host directly.

3.6           Support and Ongoing Availability.

(a)            The Company shall provide the support services in the manner published on the Site and/or notified in writing to the User from time-to-time.

(b)            The Company shall endeavour to respond to all standard support requests within 2 Business Days, and urgent support requests as soon as practical.

(c)            The User agrees that:

i                 User access to Exam Exchange may be unavailable if the Third Party Service becomes unavailable, and that the User may lose functionality or content that is shared between the Third Party Service and Exam Exchange.

ii                The User may disconnect the connection to Exam Exchange at any time.

iii               The Company cannot guarantee the efficacy of any Third Party Service connection.

(d)            Should a User lose accessibility to Exam Exchange before or during an Exam, the User must contact the Company’s support team via # and the parties shall endeavour to restore access to the User to the best of their abilities. For the avoidance of doubt, the Company cannot guarantee that it can provide immediate access to Users to Exam Exchange during an Exam.

4               EXAM DATA

4.1           The Company agrees to treat all Exam Data as Confidential Information under these Terms of Service, however the User agrees that the Company is not responsible for the maintaining the confidentiality of any Exam Data by Users.

4.2           In the event of a system failure out of the Company’s control during an Exam, the Company may at its discretion, extract relevant Exam Data from its server and transmit it to the appropriate User upon request for the purposes of conducting an Exam.

4.3           All Exam Data is provided to the Company by the Institution and Host, and while reasonable care is taken by the Company, to the fullest extent possible under law, the Company does not warrant the accuracy, completeness or currency of Exam Data, and the Company is not liable for the use of or reliance upon any Exam Data.

4.4           Each User is responsible for the accuracy, quality and legality of any content uploaded by the User, and the User’s acquisition of it, and the users that create, access and/or use Exam Data.

4.5           The Company has no liability to the User for any User that:

(a)            Imports or exports any data to or from Exam Exchange;

(b)            Shares any information contained therein; and/or

(c)            Accesses any Exam Data via Exam Exchange.

4.6           For clarity, the Institution authorises the Company to provide the Personal Information (as contained in Exam Data) of Students to Hosts for the limited purpose to the Host conducting Exams.

4.7           The Student acknowledges and accepts that Exam Data is collected by the Company and uploaded into Exam Exchange for the limited purposes of conducting Exams.

4.8           Exam Data will be accessible by the Host when hosting an Exam, and the Host may use such information to contact the Student directly with respect to an Exam.

4.9           The Host agrees that it shall not use Exam Data for any other reason than the sole purpose of conducting an Exam, and the Host obtains no rights in respect of the Exam Data (including any Personal Information).


5.1           Fees

(a)            Exam Exchange is a paid service and Fees apply to the Institutions and Hosts to access and use Exam Exchange.

(b)            Institution Fees are as agreed between the Company and the Institution under the Customer Agreement.

(c)            The Host Fees must be paid by each Host to use Exam Exchange, which shall be as notified to the Hosts by the Company in writing.

(d)            No Fees shall apply to Students to access and use Exam Exchange.

(e)            Unless agreed otherwise in writing, the Company shall provide a Tax Invoice for all fees which shall be payable on 14 day terms.

(f)              All payments shall be made via the online payment gateway at Exam Exchange, or in such other manner as the Company may direct from time-to-time. The User agrees that it has no right to access Exam Exchange if it fails to make payments when due.

(g)            The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.

(h)            If a User does not accept a change to any Fees, then it can simply terminate its account.

5.2           Currency.

All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).

5.3           GST.

For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed exclusive of GST. The Company will provide the User with a Tax Invoice for any payments.

5.4           Refunds

No refunds of Fees are offered other than as required by law.

5.5           Non-Payment.

(a)            If the Host does not pay the full Host Fees as required, the Company reserves the right to:

i                 convert the Host into a Private Host, thereby limiting its access to certain functions available to a Host; and/or

ii                suspend all Host access to Exam Exchange for that Account.

(b)            If the Institution does not pay the full Institution Fees as required, the Company reserves the right to suspend all Institution and Private Host access to Exam Exchange for that Account provided the Company gives the Institution no less than 14 days’ written notice.

(c)            The User agrees that the Company shall not be responsible or liable in any way for:

i                 Interruptions to the availability of Exam Exchange or Exam Data in the event of (a);

ii                Loss of Exam Data in the event of (b).

6               GENERAL CONDITIONS

6.1           Licence

(a)            By accepting the terms and conditions of these Terms of Service, the User is granted a limited, non-exclusive, non-transferrable and revocable licence to access and use Exam Exchange for the duration of these Terms of Service, in accordance with the terms and conditions of these Terms of Service and any Customer Agreement.

(b)            The Company may issue the licence to the User on the further terms or limitations (including the number of Users) as agreed in the Customer Agreement.

(c)            The Company may revoke or suspend the User’s licence(s) for breach of the terms in these Terms of Service by the User.

6.2           Modification of Terms

(a)            The terms of these Terms of Service may be updated by the Company from time-to-time by giving the User no less than 30 days’ written notice.

(b)            Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Exam Exchange.

6.3           Software-as-a-Service

(a)            The User agrees and accepts that Exam Exchange is:

i                 Hosted by the Company and shall only be accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and

ii                Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Exam Exchange is available to the User unless expressly agreed in writing.

(b)            As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Exam Exchange.

(c)            The Company shall not exercise its rights under clause (b) in a manner that would fundamentally decrease the utility of Exam Exchange to the User, other than in accordance with the terms of these Terms of Service.

6.4           Use & Availability

(a)            The User agrees that it shall only use Exam Exchange for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b)            The User is solely responsible for the security of its username and password for access to Exam Exchange. The User shall notify the Company as soon as it becomes aware of any unauthorised access to its Account.

(c)            The User agrees that the Company shall provide access to Exam Exchange to the best of its abilities, however:

i                 Access to Exam Exchange may be prevented by issues outside of its control; and

ii                The Company accepts no responsibility for ongoing access to Exam Exchange.

6.5           Privacy

(a)            The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act and the GDPR with respect to personal information that it collects about the User and other individuals.

(b)            The Privacy Policy does not apply to how a User handles personal information.  If necessary under the Privacy Act and/or the GDPR, it is the User’s responsibility to meet the obligations of the Privacy Act and/or GDPR by implementing a privacy policy in accordance with law.

(c)            Exam Exchange may use cookies (a small electronic file) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

6.6           Data

(a)            Security. The Company takes the security of Exam Exchange and the privacy of its Users very seriously.  The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

(b)            Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.  It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

(c)            Storage. Data that is stored by the Company shall be stored according to accepted industry standards and the Privacy Policy.

(d)            Backup. The Company shall perform backups of its entire systems in such manner, at such times and intervals as is reasonable for its business purposes.  The Company does not warrant that it is able to backup or recover specific Exam Data from any period of time unless so stated in writing by the Company.

6.7           Intellectual Property

(a)            Trade Marks. The Company has moral, unregistered and registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b)            Proprietary Information.  The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.  The User warrants that it shall not infringe on any third-party rights through the use of Exam Exchange.

(c)            Exam Exchange.  The User agrees and accepts that Exam Exchange is the Intellectual Property of the Company and the User further warrants that by using Exam Exchange the User will not:

i                 Copy Exam Exchange or the services that it provides for the User’s own commercial purposes; and

ii                Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Exam Exchange or any documentation associated with it.

(d)            Content.  All content (with the exception of Exam Data) remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, aggregations, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Exam Exchange.

(e)            Reservation. Nothing in this Agreement shall grant the User, or any User, any right, title or interest in any of the Intellectual Property of the Company, including and especially Exam Exchange.

6.8           Third Party Dependencies

The User agrees and acknowledges that Exam Exchange has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.

6.9           Confidentiality

(a)            The Company agrees to keep all Exam Data in the strictest confidence, and to the extent Exam Data is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.

(b)            Each party acknowledges and agrees that:

i                 the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

ii                it owes an obligation of confidence to the Discloser concerning the Confidential Information;

iii               it must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;

iv              all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

v               any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy.  Consequently, the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

(c)            A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:

i                 any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.

ii                any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

iii               any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.

(d)            The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

i                 any actual, suspected, likely or threatened breach of a term of these Terms of Service; or

ii                any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

6.10        Liability & Indemnity

(a)            The User agrees that it uses Exam Exchange at its own risk.

(b)            The User acknowledges that the Company is not responsible for the conduct or activities of any user and that the Company is not liable for such under any circumstances.

(c)            The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Exam Exchange, including any breach by the User of these Terms of Service.

(d)            In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Exam Exchange, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.

(e)            Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified.  Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

i                 The re-supply of services or payment of the cost of re-supply of services; or

ii                The replacement or repair of goods or payment of the cost of replacement or repair.

6.11        Termination

(a)            Subject to the Customer Agreement agreed to by the Institution, the User may terminate these Terms of Service by giving the other party written notice or by the User simply cancelling their Account.

(b)            Termination of these Terms of Service is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of these Terms of Service up to the date of expiry or termination. Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 6.8, 6.12 and 6.14 survive termination of these Terms of Service.

6.12        Force Majeure

(a)            If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly.  The notice must:

i                 Specify the obligations and the extent to which it cannot perform those obligations;

ii                Fully describe the event of Force Majeure;

iii               Estimate the time during which the Force Majeure will continue; and

iv              Specify the measures proposed to be adopted to remedy or abate the Force Majeure.

(b)            Following a notice of Force Majeure in accordance with clause (a) and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.

(c)            The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.

(d)            The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party’s failure to carry out its obligations under this Agreement.

(e)            The term of this Agreement will not be extended by the period of Force Majeure.

6.13        Dispute Resolution

(a)            If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i                 Includes or is accompanied by full and detailed particulars of the Dispute; and

ii                Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b)            Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.

(c)            Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d)            Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e)            Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

6.14        Electronic Communication, Amendment & Assignment

(a)            The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b)            The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of a change of details from time-to-time.

(c)            The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

(d)            A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e)            Notices must be sent to the parties’ most recent known contact details.

(f)              The User may not assign or otherwise create an interest in these Terms of Service.

(g)            The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the User.

6.15        General

(a)            Special Conditions. The parties may agree to any Special Conditions to these Terms of Service in writing.

(b)            Prevalence. To the extent these Terms of Service is in conflict with, or inconsistent with, the terms of any other agreement between the Company and the User, any Customer Agreement, or any special conditions made under these Terms of Service, as relevant, the terms of those other agreements or special conditions shall prevail.

(c)            Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.

(d)            Relationship.  The relationship of the parties to these Terms of Service does not form a joint venture or partnership.

(e)            Waiver.  No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f)              Further Assurances.  Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by it.

(g)            Governing Law.  These Terms of Service are governed by the laws of Western Australia, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h)            Severability.  Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.

(i)              Interpretation. The following rules apply unless the context requires otherwise:

i                 Headings are only for convenience and do not affect interpretation.

ii                The singular includes the plural and the opposite also applies.

iii               If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

iv              A reference to a clause refers to clauses in these Terms of Service.

v               A reference to legislation is to that legislation as amended, re enacted or replaced, and includes any subordinate legislation issued under it.

vi              Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

vii             A reference to a party to these Terms of Service or another agreement or document includes that party's successors and permitted substitutes and assigns (and, where applicable, the party's legal personal representatives).

viii            A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

ix              A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.