WEBSITE TERMS AND CONDITIONS

1 INTRODUCTION

1. These terms and conditions (Terms) apply when you use this website, https://www.clevergroups.com (Website) and when you access, subscribe to, purchase or use any products, services, subscription plans or other online services made available through the Website or by us.
2. You agree to be bound by these Terms which form a binding contractual agreement between you and us, Frontline Communications Pty. Limited. ABN 47 079 881 842 (our, we or us) when you use the Website, create an account, tick an online acceptance box, make a payment, purchase a subscription or otherwise access or use our services.
3. If you don’t agree to these Terms, you must refrain from using the Website and must not create an account, purchase a subscription or use our services.
4. We may change these Terms at any time by updating this page of the Website, and your continued use of the Website or our services following such an update will represent an agreement by you to be bound by the Terms as amended.

2 ACCESS AND USE OF THE WEBSITE

You must only use the Website and our services in accordance with these Terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website or our services on your behalf comply with the Terms and any applicable laws.

3 YOUR OBLIGATIONS

You must not:

1. copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website or our services without our express consent;
2. use the Website or our services for any purpose other than the purposes of browsing, selecting or purchasing goods;
3. use, or attempt to use, the Website or our services in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
4. use, or attempt to use, the Website or our services in a manner that may interfere with, disrupt or create undue burden on the Website or our services, or the servers or networks that host the Website;
5. use the Website or our services with the assistance of any automated scripting tool or software;
6. act in a way that may diminish or adversely impact our reputation, including by linking to the Website on any other website;
7. attempt to breach the security of the Website or our services, or otherwise interfere with the normal functions of the Website or our services, including by:
   1. gaining unauthorised access to Website or service accounts or data;
   2. scanning, probing or testing the Website or our services for security vulnerabilities;
   3. overloading, flooding, mailbombing, crashing or submitting a virus to the Website or our services; or
   4. instigate or participate in a denial-of-service attack against the Website or our services; and
   5. misuse any subscription, account or payment process, including by sharing login credentials, avoiding applicable fees, using another person’s account without authorisation, or attempting to access any paid service without an active subscription.

4 INFORMATION ON THE WEBSITE

While we will use our best endeavours to ensure the Website and any information about our services, subscriptions and fees is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:

1. the Website or our services may have errors or defects;
2. the Website or our services may not be accessible at times;
3. messages sent through the Website or our services may not be delivered promptly, or delivered at all;
4. information you receive or supply through the Website or our services may not be secure or confidential; or
5. any information provided through the Website or our services may not be accurate or true.

We reserve the right to change any information or functionality on the Website or our services by updating the Website at any time without notice, including product descriptions, prices subscription details, service descriptions, fee, and other Website Content.

5 ACCEPTANCE

1. You accept these Terms when you use the Website, create an account, purchase a subscription, make a payment, tick or click an online acceptance box, or otherwise access or use any service made available by us.
2. If you are accepting these Terms on behalf of a company, organisation or other entity, you represent and warrant that you have authority to bind that entity to these Terms.

6 ACCOUNTS

1. You may need to create an account to access certain services or subscription features.
2. You must ensure that all account information you provide to us is accurate, current and complete, and you must promptly update that information if it changes.
3. You are responsible for maintaining the confidentiality and security of your account login details and for all activity that occurs through your account.
4. You must not share your account login details with any other person or allow any other person to access or use your account, unless we have expressly permitted this in writing.

7 SUBSCRIPTION PLANS

1. We may offer services on a subscription basis, including monthly, annual or other subscription plans made available through the Website or otherwise agreed with us.
2. Your subscription will include the features, inclusions, limits and fees described on the Website, in your order, or otherwise agreed with us at the time you purchase or renew the subscription, subject to any changes made in accordance with these Terms.
3. We may refuse, suspend or cancel a subscription if we reasonably consider that the subscription has been purchased, accessed or used in breach of these Terms.

8 FEES, BILLING AND TAXES

1. You must pay all fees for your subscription or other purchased services in accordance with the prices, billing cycle and payment terms presented to you at the time of purchase or otherwise agreed with us.
2. Unless otherwise stated, fees are denominated and displayed by us in United States dollars and are exclusive of GST and any other applicable taxes. Where payments are processed through our third-party payment processor or merchant of record, including LemonSqueezy, the checkout may display the applicable local currency equivalent, including Australian dollars, based on the exchange rates, taxes and fees applied by that processor or merchant of record at the time of checkout.
3. You are responsible for all taxes, duties and charges imposed in connection with your purchase or use of the services, except for taxes based on our income.

9 AUTOMATIC RENEWAL

1. Unless cancelled in accordance with these Terms, your subscription will automatically renew at the end of each billing period for a further billing period of the same length.
2. You authorise us, and any third-party payment processor we use, to charge your selected payment method for recurring subscription fees and any applicable taxes or charges.
3. We will take reasonable steps to make renewal terms available to you before or at the time you purchase your subscription.

10 CANCELLATION

1. You may cancel your subscription in the manner made available through your account, the Website, or by contacting us.
2. Cancellation will take effect at the end of your then-current billing period, unless we agree otherwise or applicable law requires otherwise.
3. You will continue to have access to the relevant subscription until the end of the billing period for which you have paid, unless your access is suspended or terminated earlier in accordance with these Terms.

11 REFUNDS

1. Except as required by applicable law, including the Australian Consumer Law, subscription fees are non-refundable.
2. If you cancel a monthly subscription, you will not be charged for the next monthly billing period, but you will not receive a refund for the remainder of the current monthly billing period.
3. If you cancel an annual subscription, the subscription will continue until the end of the annual subscription period and we are not required to provide a refund for any unused portion of that period, except as required by applicable law.
4. Nothing in these Terms excludes, restricts or modifies any right or remedy you may have under the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified.
5. Despite the above, where your payment is processed by a third-party payment processor or merchant of record, that provider may issue or require a refund, reversal or chargeback outcome in accordance with its own terms, policies, fraud prevention processes, card network rules or applicable law. If a subscription fee is refunded, reversed or charged back, we may cancel, suspend or limit access to the relevant subscription or service, except to the extent prohibited by applicable law.

12 PAYMENT PROCESSING

1. We may use third-party payment processors to process payments for subscriptions and other services.
2. By providing payment information, you authorise us and our payment processors to charge the applicable fees and any applicable taxes or charges to your selected payment method.
3. Your payment information may be handled by our payment processors in accordance with their own terms and privacy policies.
4. We are not responsible for delays, errors, declined payments or other issues caused by your bank, card issuer, payment provider or third-party payment processor, except to the extent required by applicable law.
5. Our third-party payment processor or merchant of record, including LemonSqueezy, may present prices, taxes and payment amounts in your local currency at checkout, even where our pricing is otherwise denominated and displayed in United States dollars.
6. We do not collect or store your full card details. Those details are submitted directly to, and handled by, our third-party payment processor or merchant of record. You acknowledge that a merchant of record may approve, reject, reverse, refund or dispute a transaction, including where required by law, card network rules, fraud prevention processes or its own policies.

13 SUSPENSION FOR NON-PAYMENT OR MISUSE

1. We may suspend your access to the Website, your account or any services if:
   1. you fail to pay any amount when due;
   2. your payment method is declined, invalid or cannot be processed;
   3. a payment is refunded, reversed, charged back or otherwise disputed through your bank, card issuer, payment provider, third-party payment processor or merchant of record;
   4. we reasonably suspect unauthorised access, credential sharing, fraudulent activity or misuse of your account or subscription;
   5. you breach these Terms; or
   6. we reasonably consider suspension necessary to protect the Website, our services, our systems, other users or our business.
2. Where reasonable, we will give you notice of the suspension and an opportunity to remedy the issue.

14 TERMINATION

1. We may terminate your account, subscription or access to the services if:
   1. you materially breach these Terms and do not remedy the breach within a reasonable time after we notify you;
   2. you fail to pay any fees when due;
   3. you misuse the Website, your account, a subscription or any service;
   4. you provide false, misleading or incomplete account, billing or eligibility information;
   5. we are required to do so by law; or
   6. we stop providing the relevant service or subscription.
2. You may terminate your subscription by cancelling it in accordance with these Terms.

15 CONSEQUENCES OF TERMINATION

1. On termination or expiry of your account or subscription:
   1. your right to access and use the relevant services will end;
   2. we may disable your account or access to the relevant subscription features;
   3. you must immediately stop using the relevant services; and
   4. you remain responsible for all fees and charges incurred before termination or expiry.
2. Termination or expiry does not affect any rights or obligations that accrued before termination or expiry.

16 CHANGES TO SUBSCRIPTION PLANS OR FEES

1. We may change our subscription plans, features, inclusions, limits or fees from time to time, including to reflect changes in our costs, CPI or inflationary increases, changes to the features or functionality of our services, changes in the value we provide, changes in market conditions, or changes to our business model.
2. Unless we expressly agree otherwise in writing, no subscription plan, promotional offer, founding member plan, Foundation Annual plan, discounted plan or other plan tier includes any guarantee that the applicable fees, features, inclusions or limits will remain fixed for any period beyond the billing period for which you have paid.
3. If a change affects your current subscription, we will take reasonable steps to notify you before the change takes effect.
4. Unless we tell you otherwise, fee changes will apply from your next renewal or billing period and will not affect the fees already paid for your then-current billing period.
5. If you do not agree to a change to your subscription plan or fees, you may cancel your subscription before the change takes effect.

17 INTELLECTUAL PROPERTY

1. We retain ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any intellectual property rights owned or licensed by it not expressly granted to you.
2. You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from us or as permitted by law.

18 LINKS TO OTHER WEBSITES

1. The Website may contain links to other websites that are not our responsibility. We have no control over the content of the linked websites and we are not responsible for it.
2. Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.

19 SECURITY

We do not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.

20 REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.

21 PRIVACY

You agree to be bound by our Privacy Policy, which can be found at https://www.clevergroups.com/privacy, and acknowledge that we may collect, use and disclose personal information in accordance with that Privacy Policy when you use the Website, create an account, purchase or manage a subscription, make a payment, contact us or otherwise use our services.

22 LIABILITY

We make no warranties or representations about this Website our services, any subscription or any of its content and will not be responsible to you or any third party for any direct or consequential loss suffered in connection with the use of this Website or our service. To the maximum extent permitted by law, we each exclude each other from any liability that may arise due to your use of our Website or services, your subscription, your account, any payment issue, and/or the information or materials contained on it. Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot be excluded, restricted or modified under applicable law, including the Australian Consumer Law.

23 GENERAL

23.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia 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.

23.2 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.

23.3 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.

23.4 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.

23.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

23.6 ENTIRE AGREEMENT

This agreement, together with any subscription, order, plan, pricing or payment details accepted by you through the Website or otherwise agreed with us, 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.

23.7 INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (gender) words indicating a gender includes the corresponding words of any other gender;
3. (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;
4. (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;
5. (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;
6. (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;
7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
9. (includes) the word “includes” and similar words in any form is not a word of limitation;
10. (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; and
11. (currency) a reference to $, “USD”, “US dollars” or “dollars” is to United States currency, unless expressly stated otherwise or unless a local currency equivalent is displayed at checkout by our third-party payment processor or merchant of record.