Terms of use

Thank you for your interest in our service. We’re pleased that you’re choosing to use us and have detailed below our full usage terms and conditions which you need to read, understand and agree to as part of registering and using our service. These terms are legally binding so please take time to review them carefully.

Registry Direct Software Services Terms and Conditions as at 21 September 2017

By registering and using the Services, the party accepting these Terms (‘the Applicant’, ‘ you’ or ‘ your’) agrees to be bound by these Terms from the date of acceptance of these Terms until terminated in accordance with these Terms. The Terms, as amended from time to time, together with any other terms and conditions notified to you, will form the agreement between Registry Direct Limited ABN 35 160 181 840 of Level 6, 2 Russell Street, Melbourne VIC 3000 (‘Registry Direct’ or ‘we’, ‘us’ or ‘our’) and you. It is likely these Terms will change over time, and it is your responsibility to ensure that you have read, understood and agreed to the most recent Terms available on the Website. Capitalised terms in these Terms are defined in clause 23.

1. SERVICES

1.1 Right to use the Services

  1. By registering an Account, you agree and warrant that:
    1. you have read, understood and agreed to these Terms;
    2. you have the authority to act on behalf of each Client registered under your Account; and
    3. that you will use the Services, the Platform and the Website in accordance with these Terms.

    If you do not agree to these Terms, you may not use the Services and must notify us immediately.

  2. By registering an Account, subject to these Terms, you may use the Services where the Client is either the Applicant or a third party. Where the Client is a third party, you warrant that you have the authority to enter into these Terms, to act on behalf of the Client and to provide all Client Data to us (either directly or via the Platform) without breach of any obligation owed to the Client or any other third party.
  3. Subject to your compliance with these Terms, we grant you the non-exclusive, non-sublicensable, non-transferable and limited right to access and use the Services available to you via the Platform from time to time during the Term.

1.2 Service Availability

There may be occasions where the Services are unavailable, including due to reasons outside of our control. We will use reasonable endeavours to notify you in advance of any planned outages and will endeavor to remedy any unplanned outages as soon as possible.

1.3 Your use of the Services

By registering an Account, you acknowledge and agree that we may monitor or suspend your use of the Services where such use is fraudulent or outside of the intended application of the Services, causes significant congestion, disruption or otherwise adversely affects the performance of the Platform or delivery of the Services or adversely affects any person’s use of, or access to, the Platform or the Services.

2. PRICING OF SERVICES

2.1 Services

You will be liable for all Subscription Fees incurred in relation to all Clients managed under your Account. Our Subscription Fees per Client are based on the Maximum Number of Holders in the Client during each Month during the Term. The Subscription Fees payable per Client per Month are set out in Schedule A. Where the Maximum Number of Holders in a Client changes over a Month, only the Subscription Fee corresponding to the highest Maximum Number of Holders shall be charged in respect of that Month.

2.2 Additional services

Where you request us to provide additional consulting services from time to time during the Term, we may charge you the Consulting Fees for such services. Unless the parties expressly agree in writing otherwise, the provision of such services will be governed by the terms of this Agreement to the extent applicable.

3. PAYMENT

3.1 Method of payment

  1. We will issue an invoice to you around the end of each Month for the relevant Fees applicable to all Clients managed through your Account (Invoice). An Invoice must be paid within 14 days of the date of the Invoice. All amounts paid to us are non-refundable, non-cancellable and non-creditable. An Invoice may be issued in accordance with process set out in clause 16.
  2. Where you have provided us with credit card or direct debit details, you will be deemed to have authorised us to debit from your credit card or bank account (as applicable) the outstanding amount owed under any Invoice during the Term.

3.2 Interest on late payment

We may charge you interest on all outstanding amounts due and payable under these Terms at an annualised rate of 2% above the Reserve Bank of Australia Cash Rate Target, compounded daily, and an additional amount for any expenses incurred by us in collecting any overdue amounts (including the cost of engaging a debt recovery agent or a lawyer).

3.3 Termination on late payment

In addition to any other rights we may have under these Terms, if you do not pay the Fees owed to us in accordance with these Terms, we may, at our sole discretion, either:

  1. terminate the Agreement by giving 14 days’ written Notice to you; or
  2. suspend the provision of the Services or your access to your Account for as long as any Fees remain outstanding, without being responsible or liable during that period for the Services, including maintaining the integrity of the Register.

3.4 GST

The parties agree that:

    1. all Fees are exclusive of GST; and
    2. if the whole or any part of any payment under or in connection with these Terms is the consideration for a taxable supply for which the payee is liable to GST, the payer must pay to the payee an additional amount equal to the amount referable to GST, either concurrently with that payment or as otherwise agreed in writing.

Unless the expressly provided otherwise in these Terms, all terms used in this clause 3.4 have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

4. RESPONSIBILITY FOR CLIENT DATA

4.1 General

You must ensure that your use of the Services and handling of Client Data is at all times compliant with all applicable Laws. Each time you provide Client Data to us (including by uploading that data to the Platform), you represent and warrant that:

  1. you have obtained all necessary rights, releases and permissions to provide the Client Data to us and to grant the rights under these Terms in respect of the Client Data; and
  2. the Client Data and its transfer to and use by us as authorised by you under these Terms do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any Intellectual Property Rights, rights of privacy or rights of publicity, and any use, collection and disclosure authorised by the Client under these Terms is not inconsistent with the terms of any privacy policies or privacy laws applicable to the Client Data.We do not assume responsibility or liability for Client Data, and you will be solely responsible for Client Data and the consequences of that Client Data being used, disclosed, stored or transmitted in accordance with these Terms.

4.2 Client Permissions

By registering an Account, you grant permission to us to host, back-up and otherwise deal with Client Data in accordance with these Terms.

4.3 Accuracy of information and Services

You acknowledge and agree that:

  1. we have no obligation to verify any of the Client Data provided to us in connection with the Services;
  2. the accuracy, completeness and quality of the Services will be dependent on the accuracy, completeness and quality of the Client Data provided; and
  3. that we will not be liable for any failure of the Services which result in connection with any inaccurate or incomplete Client Data provided to us.

5. SECURITY & DATA SERVICES

5.1 Data back-up

You are responsible for backing-up all Client Data. We adhere to our policies and procedures to prevent data loss, but we do not guarantee that there will be no loss of Client Data or that any Client Data we back-up will be complete or accurate.

5.2 Use of third party service providers

In performing the Services, we may appoint and use third party service providers to assist us in carrying out our obligations under these Terms (for example, hosting and cloud server providers). In engaging such third party service providers, we remain responsible for ensuring that such service providers comply with the Privacy Policy (as amended from time to time) and the confidentiality provisions set out in clause 8 of these Terms.

5.3 Security

The use of the Services necessarily involves transmission of Client Data over networks that are not owned, operated or controlled us. Whilst we will take all reasonable precautions to implement security procedures to help protect Client Data from security attacks, we disclaim all responsibility for any Client Data that is lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, or that transmissions of Client Data will be secure or that unauthorised third parties will not be able to defeat our security measures or those of our third party service providers.

5.4 Data Storage

We may retain Client Data for at least seven years following termination of the Agreement, or such longer time frame as required by law or for audit and compliance purposes.

6. AUTHORISED SIGNATORIES

6.1 Credentials

You must ensure that all Authorised Signatories keep their User Details strictly confidential and not share such information with any unauthorised person. User Details are granted to individual, named persons nominated by an Authorised Signatory with the relevant privileges and may not be shared. You are responsible for any and all actions taken on the Account.

6.2 Authorised Signatories

You acknowledge that Authorised Signatories are authorised to give directions and instructions to us on behalf of any Client for the purposes of these Terms and to sign on behalf of a Client all notices, communications, instructions, directions confirmations and other documents required by or contemplated under these Terms.

6.3 Registry Direct entitled to rely

We are entitled to rely on the authenticity of the Notices, signatures or instructions given, or purported to be given, by an Authorised Signatory (including by email or electronically via the Platform) and we will not be liable for any claim, damage, cost, expense, loss liability or demand arising from that reliance.

6.4 Date variation takes effect

Any variation to the list of Authorised Signatories in your Account takes effect on the date on which the list of Authorised Signatories is updated.

7. TERMINATION

7.1 Termination for convenience

You may terminate this Agreement at any time by providing us with written Notice. We may terminate these Terms, without cause, at any time by giving at least 30 days’ written Notice to you.

7.2 Termination for cause

  1. In addition to any other terms of these Terms giving a right of termination, we may terminate these Terms with immediate effect and without further notice to you if:
    1. you breach a material provision of these Terms and fail to remedy that breach within 14 days after receiving written Notice specifying the breach;
    2. you breach a provision of these Terms that is not capable of being remedied; or
    3. you are, or become, Insolvent.
  2. If we terminate these Terms in accordance with clause 7.2(a), you will be able to export the Client Data contained in the Register for a period of two years unless:
    1. you have breached a material provision of these Terms (including failure to pay your Subscription Fees);
    2. doing so would cause us legal liability or compromise our ability to provide the Services to other clients; or
    3. we are prohibited from doing so by law.

7.3 Obligations surviving Termination

Notwithstanding any other provision of these Terms, you will remain liable for any accrued charges and amounts occurred by us, whether or not these amounts were due for payment prior to termination.

8. CONFIDENTIALITY

8.1 Confidential Information

Each party:

  1. agrees that it will take all reasonable steps to keep and treat as confidential all Confidential Information disclosed to a party (Receiving Party) by the other party (Disclosing Party) and the Receiving Party acknowledges the Confidential Information is passed to and received by it in the strictest confidence;
  2. must use the Confidential Information only for the purposes set out in these Terms;
  3. must not disclose the Confidential Information to any person except as permitted by these Terms;
  4. must use reasonable endeavours to ensure that any person who has access to Confidential Information does not make any unauthorised use, modification, reproduction or disclosure of that information and acknowledges and agrees that it remains responsible for that person such that any breach of these Terms by this person will be treated as a breach by the Receiving Party;
  5. must notify the Disclosing Party as soon as practicable after it becomes aware of a breach by it or its representatives of its obligations under this clause 8; and
  6. must co-operate with the Disclosing Party in any reasonable action which it may take to protect the confidentiality of its Confidential Information.

8.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information otherwise than in relation to the provision of Services in accordance with these Terms:

  1. on a need to know basis to any of its representatives or agents (including legal advisers) for the purposes set out in these Terms if the Receiving Party ensures that the representative or agent is made fully aware of the nature and extent of the Confidential Information and the representative or agent agrees to be bound and abide by the applicable terms of these Terms;
  2. where required by Law, if the Receiving Party provides notice to the Disclosing Party prior to any disclosure to provide the Disclosing Party with the opportunity to address any potential disclosure of its Confidential Information (to the extent permitted under any applicable Law); or
  3. with the prior written consent of the Disclosing Party.

8.3 Return of Confidential Information

At any time at the reasonable request of the Disclosing Party, the Receiving Party must:

  1. deliver to the Disclosing Party, or with the Disclosing Party’s prior written consent, destroy or delete all documents and media in which any Confidential Information is recorded or from which it may be reproduced (including any copies thereof) and which are in the possession, power, custody or control of the Receiving Party or its representative except to the extent that the Receiving Party is entitled to retain Confidential Information for internal audit and compliance purposes in accordance with its bona fide record keeping policies including references in board papers, minutes and information contained in back up files; and
  2. certify in writing to the Disclosing Party by an authorised officer, that to the best of its knowledge and after making enquires, there is no longer any Confidential Information in the possession, power, custody or control of the Receiving Party or any representative of the Receiving Party other than Confidential Information retained in accordance with clause 8.3(a).

9. INDEMNITY AND LIABILITY

9.1 Indemnity

By registering for an Account, you agree to defend, indemnify and hold harmless Registry Direct from and against any loss, cost, expense, liability or damage, including legal costs, (collectively, Loss) for which we become, or may become, liable arising from or relating to your use of the Services or the Platform or the Client Data, including but not limited to any claim brought by a third party alleging that Client Data, or any use of the Services or the Platform by you, a User or a Client in breach of these Terms, infringes or misappropriates the rights or Intellectual Property Rights of a third party or violates applicable Laws, except to the extent that any Loss is caused by our fraudulent or wilful misconduct. You acknowledge and agree that we do not need to incur expenses or make payment before enforcing our right of indemnity under these Terms.

9.2 Limitation of liability

  1. Despite any other provision of these Terms, to the maximum extent permitted by law, we exclude all liability and responsibility to you or any Client (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of Client Data, profits and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the Services.
  2. If you or a Client suffers loss or damage arising as a direct result of our negligence, our liability will be limited, at our option, to supplying the Services again or paying for the cost of having the Services supplied again, and in any case, will not exceed the amount of Fees paid or payable to Registry Direct under these Terms during the previous calendar year immediately prior to the event giving rise to the liability (or pro-rata where the agreement has been in place for less than a year).
  3. Unless otherwise required by Law, if you are not satisfied with the Services, your sole and exclusive remedy is to terminate these Terms.
  4. The limitation of liability described in this clause 9.2 will not apply to any loss that the Client suffers as a result of our fraudulent or willful misconduct.
  5. You agree to release us from all claims arising in connection with the Services to the extent that our liability in respect of such claims would exceed our liability as determined under clause 9.2.
  6. You acknowledge that our ability to comply with our obligations under these Terms will depend on your compliance with the respective obligations under these Terms and we will have no responsibility for any failure to provide the Services to the extent that such failure is caused directly or indirectly by your failure to comply with your obligations under these Terms.
  7. You acknowledge that we do not provide any services to either you or the Client in the capacity of any professional adviser. Accordingly, we do not accept any responsibility for the accuracy or completeness of any forms, lodgments or notices generated by the Platform. It is your responsibility to obtain the appropriate professional advice in respect of those documents and to the extent that you authorise us to transmit those documents to regulatory bodies or third parties, we do so only as your agent.

9.3 No liability to Holders

You acknowledge and agree that we are not liable in any way to any Holder or any person who holds a lien, charge or any other legal or equitable interest over a Security.

10. REPRESENTATIONS AND WARRANTIES

10.1 Your Representations and Warranties

You represent and warrant to us as at the date of your acceptance of these Terms and each time your use the Services, that you:

  1. have all the power to enter into and perform these Terms and have obtained all necessary consents and corporate authorisations to enable you to do so;
  2. will only use the Services and the Platform for a lawful business purpose, and in accordance with these Terms, all applicable Laws, any notice sent by us to you or any condition posted on within the Platform or on the Website;
  3. will comply in a timely, proper and efficient manner with your obligations under these Terms;
  4. will provide to us, on request, any documents, information, instructions or directions reasonably required by us to enable us to perform our obligations, provide the Services or do any other thing in accordance with these Terms or as required by Law; and
  5. will notify us in writing as soon as practicable after you become aware that you have or may become Insolvent.

10.2 Warranty Disclaimer

All Services are provided on an “as is” and “as available” basis, 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 will not be liable for delays, interruptions, service failures and other problems inherent in the use of the internet and electronic communications or other systems outside of our reasonable control. To the maximum extent permitted by law, we make no representations, warranties or guarantees as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any Services, Materials or any associated content, or that:

  1. the use of any Services will be secure, timely, uninterrupted or free of errors or omissions;
  2. the Services will operate in combination with any other hardware, software, system or data;
  3. the Services will meet your requirements or expectations;
  4. any stored Client Data will be accurate or reliable or that any stored Client Data will not be lost or corrupted; or
  5. errors or defects will be corrected.

11. PUBLICITY RIGHTS

By registering an Account, you authorise us to identify the Client as our client in our promotional materials and warrant that you have the authority to grant us this right. The Client may request that we stop referring to the Client in our promotional materials by submitting an email to registry@registrydirect.com.au at any time detailing such request. It may take us up to 30 days to process this request.

12. CHANGES TO THIS AGREEMENT

Registry Direct may update or modify these Terms from time to time, including any referenced policies or other documents, with 30 days’ notice. If a revision meaningfully reduces the rights of a Client, Registry Direct will use reasonable efforts to notify you. By registering an Account, you agree that any notices, documents or revised Terms or policies posted on the Website constitute reasonable notice under this clause.

13. COMMUNICATION

Each time you use any communication tools available through the Platform or the Services, you represent and warrant that:

  1. such communication is for a legitimate purpose and in accordance with all applicable Laws, including the Privacy Act and the Spam Act; and
  2. you are authorised by the Client to publish all content comprised in the communication, including in respect of any applicable Intellectual Property Rights.

14. PRIVACY

  1. You must ensure that your use of the Services, including the provision of Client Data to us, complies with the Privacy Act, Spam Act and all applicable Laws. By registering an Account and continuing to use the Services, you will be deemed to have accepted the terms of our Privacy Policy (as amended from time to time). The Privacy Policy is considered to be part of these Terms.
  2. The Client accepts that Registry Direct has no liability under the Privacy Act or the Spam Act in connection with the Client’s use of the Services.

15. INTELLECTUAL PROPERTY

15.1 Intellectual Property Rights

  1. Registry Direct owns all existing and future Intellectual Property Rights in the Platform, Services, Program Documentation and any Materials. Subject to clause 9.2, we will defend, indemnify, and hold you harmless from and against any claim that your use of the Platform, Services or Materials in accordance with these Terms infringes the Intellectual Property Rights of any third party.
  2. The Services and your access to the Platform are made available on a limited license basis, and no ownership or other interest is conveyed to you or the Client under these Terms. Registry Direct has and retains all right, title and interest, including all Intellectual Property Rights, in and to the Services, their “look and feel” and any and all related or underlying technology.
  3. We agree that we will not acquire any interest in the Client Data, other than under the license granted under clause 15(d).
  4. The Client grants Registry Direct a non-exclusive, non-transferable, sub-licensable, royalty-free, perpetual license to use the Client Data for the sole purpose of performing its obligations under these Terms.
  5. Nothing in these Terms is intended to grant the Client any Intellectual Property Rights, or any other rights, in or arising from the Materials, including but not limited to any trademarks, business names, logos, know-how, processes or methodologies of Registry Direct.

15.2 RESTRICTIONS

Except as otherwise expressly permitted by these Terms, you will not:

  1. reproduce, modify, adapt, create derivative works of the Platform or rent, lease, distribute, sell, sublicense, transfer or provide access to the Platform to a third party;
  2. interfere with any license key mechanism in the Platform or otherwise circumvent mechanisms in the Platform intended to limit use;
  3. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public application programming interfaces to any Platform, except as permitted by law;
  4. undermine the security or integrity of our computing systems or networks or, where the Platform is hosted by a third party, that third party’s computing systems or networks;
  5. use, or misuse, the Platform or the Services in any way which may impair the functionality of the Platform, or impair the ability of any other user to use the Services or the Platform;
  6. transmit, or input into the Platform, any files that may damage any other person’s computing devices or software or any content that may be offensive;
  7. remove or obscure any proprietary or other notices contained in the Platform; or
  8. publicly disseminate information regarding the performance of the Platform.

16. NOTICES

  1. Any Notice to be given to us under these Terms must be:
    1. sent by an Authorised Signatory by email to registry@registrydirect.com.au, including ‘urgent’ in the subject line, and addressed to the attention of Chief of Operations; or
    2. in writing and signed by an Authorised Signatory or officer of the Applicant, and addressed or delivered to Registry Direct’s postal address by prepaid post.
  2. Any Notice to be given by us under these Terms may be:
    1. sent by email to the email address listed for any Authorised Signatory of your Account;
    2. posted on our Website or within the Platform; or
    3. addressed or delivered to your postal address by prepaid post.
  3. Any Notice given under this clause 16 is taken to be given and made:
    1. in the case of delivery by post, three Business Days after the date of posting (if posted to an address in the same country) or seven Business Days after the date of posting (if posted to an address in another country); and
    2. in the case of an email, on the day and at the time that the sender receives a delivery confirmation report (or similar) confirming that the email was delivered to the specified address.

17. SEVERABILITY

If a word or provision in these Terms:

  1. is or becomes void, voidable, illegal or unenforceable in its terms; and
  2. would not be void, voidable or unenforceable if:
    1. where the word or provision is capable of being read down, it were read down; or
    2. some words were omitted,
      then those words are severed and that provision will be read down accordingly (as applicable) and the rest of the Agreement will continue in full force and effect.

18. CUMULATIVE RIGHTS

The rights and remedies in these Terms are in addition to other rights and remedies given by Law independently of these Terms.

19. GOVERNING LAW

This agreement is governed by and must be construed in accordance with the laws of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts that may hear appeals from those courts in respect of any proceedings in connection with these Terms.

20. ENTIRE AGREEMENT

The agreement constitutes the entire agreement between the parties and supersedes any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of these Terms, whether orally or in writing.

21. RELATIONSHIP BETWEEN THE PARTIES

Except as expressly provided, nothing in these Terms constitutes a partnership between the parties or makes a party an agent of the other party of any purposes and a party cannot in any way or for any purpose bind the other party or contract in the name of the other party.

22. ASSIGNMENT

The Client may not assign, transfer or in any other manner deal with its rights under these Terms without Registry Direct’s prior written consent (which may be withheld at Registry Direct’s absolute discretion). We may at any time assign, transfer or in any other manner deal with our rights under these Terms without your consent.

23. DEFINITIONS AND INTERPRETATION

23.1 Definitions

In these Terms, the following words and phrases have the meanings as set out below unless a contrary intention appears:

Account’ means your online account within the Platform through which you can establish and maintain Registers and use the Services;

Agreement’ means the Terms, as amended from time to time, together with any other terms and conditions notified to you from time to time;

Applicant’ means the party which accepts these Terms;

Authorised Signatory’ means a person (other than a representative of Registry Direct) who is listed as a User with  ‘Super admin’ or ‘Admin’ privileges in the Account from time to time;

Authority‘ includes any government or semi-government, statutory, public or other authority or body having jurisdiction over the Client or any matter or thing in relation to it;

Business Day‘ means a day other than a Saturday or Sunday on which banks are open for business generally in Melbourne, Victoria;

Client’ means the entity in which Securities are recorded on a Register established under this Agreement;

Client Data’ means data and information provided to Registry Direct by, or on behalf of, the Client in connection with the provision of the Services.;

Confidential Information‘ means:

  1. confidential information of any kind, including, without limitation, all written communications and the databases, computer programs, screen formats, screen designs, report formats, interactive design techniques, and other related information furnished to a party by the other party, for the purposes of these Terms and the Agreement;
  2. does not include information that has been independently created by a party or that has already come into the public domain for any reason other than by virtue of a breach by a party of any obligation of confidentiality imposed in relation to the information; and
  3. in respect of a Client, includes Holder information but does not include Holder information that has already come into the public domain for any reason other than by virtue of a breach by Registry Direct of any obligation of confidentiality imposed in relation to the information;

Constitution‘ means the constituent documents of the Client;

Controller‘ has the same meaning as the definition of this term in the Corporations Act;

Consulting Fees’ means the fees payable under clause 2.2 as set out in Schedule B as amended from time to time.

Corporations Act‘ means the Corporations Act 2001 (Cth) as amended from time to time.

Disclosing Party‘ has the same meaning given in clause 8.1 of these Terms.

Fees’ means the Subscription Fees and Consulting Fees.

GST‘ means goods and services tax which is or may be levied or become payable in connection with the supply of goods and services under A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other legislation.

Holder‘ means a person or, as the case may be, persons in whose name Securities are, were or will be inscribed in the Register and ‘Holding‘ has a corresponding meaning.

Insolvent‘ in respect of a party means any of the following applying to that party:

  1. it is (or states that it is) an “insolvent under administration” or “insolvent” (each as defined in the Corporations Act);
  2. it has a Controller appointed, or is in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration or wound up or has had a receiver appointed to any part of its property;
  3. it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute, or dissolved (other than to carry out a reconstruction or amalgamation while solvent);
  4. an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that party, which is preparatory to or could result in any of (a), (b) or (c) above;
  5. it is taken (under section 459F(i) of the Corporations Act) to have failed to comply with a statutory demand;
  6. it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which the other party reasonably deduces it is so subject); or
  7. it is otherwise unable to pay its debts when they fall due;

Intellectual Property Rights‘ means any registered or unregistered, current or future copyright, trade or service mark, design, patent, trade, business or company name, software or computer program or source code, or other proprietary right, or any right to registration of such rights, both in Australia and throughout the world;

Law‘ means any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or a local government, and includes the common law and equity as applicable from time to time, including, but not limited, the Corporations Act and all relevant Australian legal and regulatory requirements, including, without limitation, the Corporations Regulations 2001 (Cth), as applicable and as amended from time to time;

Loss‘ has the meaning given in clause 9.1 of these Terms;

Maximum Number of Holders’ means the highest aggregate number of Holders in a Client, across all Registers relating to that Client;

Materials‘ means the materials, information, and technology of any nature created by Registry Direct in connection with the provision of the Services, including but not limited to documentation and software;

Notice‘ means any notice given under or in connection with these Terms;

Platform‘ means the online securities registry services software accessible via the Website;

Privacy Act‘ means the Privacy Act 1988 (Cth) and any other applicable privacy legislation, as amended from time to time;

Privacy Policy’ means our Privacy Policy available at www.registrydirect.com.au/privacy-policy/ as amended from time to time in our sole discretion;

Program Documentation‘ means, in relation to the Programs, all written information, flow charts, manuals, loading diagrams, listings, drawings, source codes, object codes, drawings and other documents or material contained, reproduced or otherwise incorporated, including any copies, duplicates, extracts or reproductions of such information, charts, manuals, diagrams, listing codes, documents or material forms;

Programs‘ means computer programs used by Registry Direct for the supply of the Services;

Receiving Party‘ has the same meaning given in clause 8.1 of these Terms;

Register‘ means the register and index of Holders of the Client established and maintained via the Services;

Security‘ means a security (as defined in the Corporations Act) issued by the Client which may include, without limitation, a share or unit, an option or right over a share or unit;

Services‘ means the services provided through the Platform in accordance with these Terms;

Spam Act‘ means the Spam Act 2003 (Cth) as amended from time to time;

Subscription Fees‘ means the fees payable under clause 2.1 as set out in Schedule A as amended from time to time;

Term’ means the period commencing on the date on which you agree to these Terms and expiring upon termination of this Agreement in accordance with these Terms;

Terms’ means these terms and conditions, as amended or superseded from time to time in Registry Direct’s sole discretion;

User‘ means a person who is granted access to your Account to use the Services for, or on behalf of, a Client;

User Details’ means a User’s login details and password to access your Account;

Website’ means the website available at www.registrydirect.com.au.

23.2 Interpretation

In these Terms unless the context otherwise requires:

  1. Headings have been inserted only for convenience and do not affect the interpretation of these Terms;
  2. Schedules form part of these Terms;
  3. A reference to any document includes a reference to that document’s attachments and schedules, as amended from time to time;
  4. A reference to a statute, ordinance, code or other law includes reference to the corresponding regulations, instruments, class orders and policy statements in all instances as amended, consolidated, re-enacted, replaced or re-written;
  5. A reference to the parties, where relevant, includes their respective successors or permitted assigns;
  6. The singular includes the plural and vice-versa;
  7. Words and expressions importing one gender include all other genders;
  8. ‘Include’ and any variation of it means including without limitation and does not exclude a reference to other items, whether of the same class or genus or not;
  9. ‘Month’ and any variation of it means a calendar month (whether or not beginning on the first day of the month);
  10. ‘Person’ includes a natural person, a firm, a body corporate, an unincorporated association or an Authority and vice versa;
  11. ‘Dollars’ or any reference to ‘$’ in these Terms means Australian dollars unless otherwise expressly stated;
  12. Where a word or phrase is given a defined meaning in these Terms, any other part of speech or grammatical form in respect of such word or phrase has a corresponding meaning; and
  13. If under these Terms the day on or by which any act, matter or thing is required to be done is a day other than a Business Day, such act, matter or thing must be done on the next succeeding Business Day.

SCHEDULE A – Subscription Fees

MAXIMUM NUMBER OF HOLDERS DURING A MONTH BASE MONTHLY FEE (Ex. GST)
0-10 holders Nil
10-30 holders $30
30-50 holders $50
>50 holders $50 + $0.30 per holder

SCHEDULE B – Consulting Fees

Additional consulting services will be charged at $150 per hour plus GST