Repairy's Terms of Service

Last updated: 1/06/26

This Repairy Platform Agreement sets out the terms on which Repairy provides its software platform and related services to business subscribers.

1. AGREEMENT AND TERM

1.1 Parties

This Repairy Platform Agreement (Agreement) is entered into between:

Repairy Pty Ltd
ABN 56 619 121 087
of Level 1b/133 Peel St, North Melbourne VIC 3051
(Repairy, we, us or our);

and

the entity identified as the subscriber in an Order accepted by Repairy
(Subscriber, you or your).

1.2 Purpose

This Agreement governs your access to and use of the Repairy platform and any associated products, features and services described in an Order or Schedule 1 (Service).

Depending on your selected subscription, the Service may include:

(a) online bookings and scheduling;

(b) customer and lead management;

(d) booking confirmations, appointment reminders and service reminders;

(e) quote, estimate and approval communications;

(f) missed-call responses and telephone-related functionality;

(g) review invitations and review management;

(h) campaigns and customer follow-up communications;

(i) website, web-chat and form functionality;

(j) integrations with third-party workshop management, telecommunications, payment, advertising or other systems;

(k) call recording, transcription, artificial intelligence-generated summaries or assistance, where enabled; and

(l) any other functionality identified in your Order.

Not every feature is included in every subscription.

1.3 Commencement

This Agreement begins when Repairy accepts an Order submitted or approved by you and continues for the Initial Term, unless extended or terminated in accordance with this Agreement.

1.4 Contract documents

This Agreement consists of:

(a) this document;

(b) the accepted Order;

(d) the Repairy Terms of Use;

(e) the Repairy Privacy Policy; and

(f) any additional written terms expressly accepted by both parties.

If there is an inconsistency between these documents, they apply in the order listed above, except where an Order expressly states that a particular provision overrides this Agreement.

1.5 Subscription term

Your subscription may be monthly, annual or for another period specified in the Order.

Unless the Order states otherwise:

(a) a monthly subscription renews for successive one-month periods; and

(b) an annual subscription renews for successive twelve-month periods.

Either party may prevent renewal by giving notice in accordance with clause 18 before the end of the current subscription period.

1.6 Changes to this Agreement

Repairy may amend this Agreement where reasonably necessary to:

(a) comply with law, regulation, an industry code or a telecommunications-provider requirement;

(b) address a security or technical issue;

(d) make administrative or clarifying changes.

Where a change materially and adversely affects your rights, Repairy will give you reasonable prior notice.

Where you do not accept a material change, you may stop using the affected Service and terminate the Agreement by providing written notice before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the amended Agreement.

2. ACCESS TO THE SERVICE

2.1 Access

Subject to your compliance with this Agreement and payment of all applicable fees, Repairy grants you a limited, non-exclusive, non-transferable and revocable right to access and use the Service during the Term for your internal business purposes.

2.2 Orders and plans

The features, locations, users, usage allowances, implementation services and fees applicable to your subscription will be identified in your Order or otherwise agreed in writing.

2.3 Availability

Repairy will use reasonable commercial efforts to make the Service available during the Term. However, the Service may be unavailable due to maintenance, telecommunications failures, third-party services, emergencies or events outside Repairy’s reasonable control.

3. ACCOUNTS AND SECURITY

3.1 Account creation

Repairy may send an invitation to your nominated email address or provide another registration process through which you can create an account.

3.2 Permitted Users

You may authorise your employees, officers, contractors and representatives to use the Service on your behalf (Permitted Users).

You must ensure that:

(a) each Permitted User is authorised to act for you;

(b) each Permitted User complies with this Agreement;

(d) accounts are not shared with unauthorised persons.

3.3 Responsibility for account activity

You are responsible for activity conducted through your account and the accounts of your Permitted Users, except to the extent that activity results directly from Repairy’s breach of this Agreement.

3.4 Security notification

You must promptly notify Repairy at support@repairy.com.au if you become aware of:

(a) unauthorised access to your account;

(b) compromised login details;

(d) an actual or suspected data or security incident involving the Service.

3.5 Suspension for security

Repairy may temporarily suspend access where it reasonably believes that suspension is necessary to:

(a) prevent unauthorised access;

(b) protect the Service, Repairy, the Subscriber, message recipients or a third party;

(d) comply with a legal or telecommunications-provider requirement.

Where reasonably practicable, Repairy will notify you of the suspension and work with you to restore access.

4. SMS, MMS AND ELECTRONIC MESSAGING SERVICES

4.1 Messaging services

Where included in your subscription or Order, the Service may enable you to send and receive SMS, MMS and other electronic communications with Customers.

These communications may include:

(a) booking confirmations;

(b) appointment reminders;

(d) quote, estimate and approval notifications;

(e) payment or invoice notifications;

(f) customer-service communications;

(g) missed-call responses;

(h) review invitations;

(i) follow-up messages;

(j) promotional or marketing communications where lawfully permitted; and

(k) other communications initiated, configured, approved or authorised by you.

4.2 Authority to transmit messages

You appoint and authorise Repairy to provide messaging services on your behalf.

You authorise Repairy and its telecommunications carriers, messaging aggregators, software providers and other subcontractors to:

(a) transmit messages initiated, entered, scheduled, configured or approved by you or your Permitted Users;

(b) transmit automated messages generated according to workflows, triggers or settings configured or approved by you;

(d) allocate, register, host or manage telephone numbers, sender identifiers and messaging channels used to provide the Service;

(e) process message content, recipient information, delivery data and opt-out information as reasonably required to provide the Service; and

(f) take reasonable steps required to comply with applicable laws, industry codes, carrier requirements and network rules.

Repairy provides the technical platform through which messages are transmitted. Except for messages independently created and sent by Repairy for its own purposes, messages sent through your account are sent on your behalf.

4.3 Responsibility for message content and recipients

You are responsible for:

(a) deciding which Customers receive messages;

(b) the accuracy, legality and appropriateness of recipient information;

(d) selecting and configuring automated communications;

(e) determining whether a communication is a service, transactional or commercial message;

(f) ensuring that your messages do not mislead recipients about your identity, business, offer or relationship with Repairy;

(g) maintaining evidence of any consent or other lawful basis relied upon; and

(h) ensuring that messages are sent only for legitimate business purposes.

Repairy may provide templates, suggested wording, artificial intelligence-generated content or default workflows. You remain responsible for reviewing and approving their use for your business.

4.4 Consent and legal compliance

You must only use the messaging services in accordance with all applicable laws, regulations, industry codes and carrier requirements, including where applicable:

(a) the Spam Act 2003 (Cth);

(b) the Privacy Act 1988 (Cth);

(d) the Telecommunications Act 1997 (Cth);

(e) the Telecommunications (Telemarketing and Research Calls) Industry Standard 2017;

(f) the Do Not Call Register Act 2006 (Cth);

(g) applicable ACMA rules, determinations and enforceable industry codes;

(h) Australian Consumer Law; and

(i) any sender-identification, telephone-number or messaging-registration requirements.

You warrant that you have obtained and will maintain all consents, permissions, contractual rights and lawful bases required to:

(a) collect and use each recipient’s contact details;

(b) disclose those details to Repairy and its service providers;

(d) send each relevant category of message to the recipient.

4.5 Sender identification

You must ensure that commercial electronic messages clearly and accurately identify the business that authorised the message.

You must not:

(a) use a false, misleading or unauthorised sender name;

(b) impersonate another person or business;

(d) use a telephone number, sender identifier, domain or brand without authority; or

(e) represent that a message was sent by Repairy where it was sent on your behalf.

You authorise Repairy to provide your business identity and other reasonably required information to telecommunications providers and regulators for number registration, sender-identification registration, fraud prevention, compliance verification or investigation purposes.

4.6 Unsubscribe and opt-out requests

You must provide a functional and readily accessible unsubscribe facility in commercial electronic messages where required by law.

You must:

(a) promptly honour valid unsubscribe and opt-out requests;

(b) not send further commercial electronic messages to an opted-out recipient unless the recipient later provides valid consent or the message is otherwise lawfully permitted;

(d) regularly review opt-out and suppression records; and

(e) not upload or re-add an opted-out recipient for the purpose of avoiding a suppression record.

Repairy may automatically process commonly used opt-out keywords, including “STOP”, where supported by the relevant messaging channel.

Automated opt-out processing does not remove your obligation to identify and action opt-out requests expressed in other words or through other communication channels.

4.7 Prohibited messaging

You must not use the Service to send or facilitate:

(a) unsolicited commercial electronic messages prohibited by law;

(b) deceptive, fraudulent or misleading messages;

(d) messages that infringe privacy, intellectual-property or other legal rights;

(e) phishing, credential harvesting, malware or malicious links;

(f) messages relating to illegal goods, services or activities;

(g) messages intended to harass, intimidate or cause harm;

(h) artificially generated traffic, number pumping or messaging fraud;

(i) messages to purchased, scraped, harvested or unlawfully obtained contact lists;

(j) content prohibited by a telecommunications provider or applicable network rule; or

(k) any message reasonably likely to damage the Service, a telecommunications network or Repairy’s reputation or ability to provide messaging services.

4.8 Message delivery

You acknowledge that:

(a) message delivery depends on third-party telecommunications networks and recipient devices;

(b) delivery times are not guaranteed;

(d) sender identifiers or telephone numbers may be changed, suspended or withdrawn due to legal, carrier or technical requirements;

(e) delivery receipts may not always be accurate or available; and

(f) Repairy is not responsible for a Customer’s failure to read, receive or act on a message.

4.9 Messaging limits and fair use

Your Order may include:

(a) a monthly message allowance;

(b) fair-use limits;

(d) charges for additional usage;

(e) separate charges for telephone numbers, MMS, international messaging or premium functionality; and

(f) acceptable-use or telecommunications-provider limits.

An SMS containing more characters than permitted for a single message segment may be transmitted and charged as multiple segments.

Repairy may take reasonable steps to limit or suspend messaging activity that:

(a) materially exceeds an agreed allowance;

(b) creates unusual network traffic;

(d) risks a carrier block or penalty; or

(e) adversely affects other users or the Service.

4.10 Compliance information

You must provide Repairy with accurate and complete information reasonably requested for:

(a) sender or telephone-number registration;

(b) ACMA or carrier compliance;

(d) fraud prevention;

(e) investigation of complaints;

(f) proof of customer consent; or

(g) responding to a regulatory or telecommunications-provider request.

Repairy may suspend affected messaging functionality where you do not provide required information within a reasonable period.

5. TELEPHONE, CALL RECORDING AND ARTIFICIAL INTELLIGENCE FEATURES

5.1 Telephone services

Where included in your subscription, Repairy may provide telephone numbers, call routing, forwarding, voicemail, recording, transcription or other telephone functionality through third-party telecommunications providers.

5.2 Compliance with recording laws

You are responsible for determining whether notice or consent is required before recording, monitoring, transcribing or analysing a call.

You must provide all notices and obtain all consents required by the laws applicable to you, your staff and the persons participating in each call.

5.3 AI-generated content

Artificial intelligence features may generate summaries, suggested replies, transcripts, classifications or other content.

AI-generated content may be incomplete or inaccurate. You must independently review it before relying upon it for customer communications, safety-related decisions, quotations, technical advice or other material business decisions.

6. SUPPORT

6.1 Support contact

Questions or issues relating to the Service should be directed to:

Email: support@repairy.com.au

6.2 Subscriber cooperation

You must provide Repairy with reasonable cooperation, information and access required to investigate and resolve reported issues.

7. SUBSCRIBER RESPONSIBILITIES AND ACCEPTABLE USE

7.1 General responsibilities

You must:

(a) use the Service only for lawful business purposes;

(b) ensure all information provided to Repairy is accurate and current;

(d) ensure Permitted Users are properly trained and authorised;

(e) obtain all required permissions to integrate third-party systems;

(f) maintain appropriate security over your systems and devices; and

(g) remain responsible for the automotive, mechanical, advisory or other services you provide to Customers.

7.2 Prohibited conduct

You and your Permitted Users must not:

(a) give access to an unauthorised person;

(b) resell, sublicense or provide the Service for the benefit of another business unless Repairy agrees in writing;

(d) introduce malware or malicious code;

(e) attempt to gain unauthorised access to any system or account;

(f) copy, scrape or extract data except as permitted by the Service or Repairy;

(g) reverse engineer, decompile or disassemble the Service except to the extent that such restriction is prohibited by law;

(h) remove copyright, trade mark or proprietary notices;

(i) mislead or deceive a Customer;

(j) impersonate another person or business;

(k) upload unlawful, defamatory, obscene or infringing content;

(l) use the Service to discriminate unlawfully;

(m) collect Personal Information without lawful authority;

(n) use the Service for benchmarking or competitive research without Repairy’s written consent; or

(o) assist another person to engage in prohibited conduct.

8. REPAIRY RESPONSIBILITIES

Repairy will:

(a) host and maintain the Service;

(b) provide the features included in your subscription;

(d) comply with laws applicable to Repairy’s provision of the Service;

(e) provide reasonable support in accordance with the applicable subscription; and

(f) engage and manage third-party service providers where reasonably required to provide the Service.

9. FEES AND PAYMENT

9.1 Fees

You must pay the subscription, usage, implementation and other fees stated in the Order or otherwise agreed in writing (Fees).

9.2 Invoicing

Unless the Order states otherwise, Repairy may invoice Fees monthly in advance, monthly in arrears or at another agreed interval.

Invoices are payable within seven days of issue unless another payment period is shown on the invoice or Order.

9.3 GST

Unless expressly stated otherwise, Fees are exclusive of GST.

Where GST applies, you must pay the GST amount in addition to the relevant Fees.

9.4 Usage charges

You are responsible for usage-based charges generated through your account, including:

(a) SMS segments;

(b) MMS;

(d) telephone numbers;

(e) international communications;

(f) campaign usage; and

(g) third-party services selected or activated by you.

9.5 Fee changes

Repairy may change recurring Fees by giving you reasonable prior notice.

A fee change will ordinarily apply from the beginning of your next renewal period unless the change relates to:

(a) additional usage;

(b) a new feature or service requested by you;

(d) a tax, government charge or regulatory requirement.

9.6 Overdue amounts

If an amount is overdue, Repairy may:

(a) issue payment reminders;

(b) suspend some or all of the Service after giving reasonable notice;

(d) charge interest to the extent permitted by law and specified in the Order or invoice.

9.7 Refunds

Except as required by law or expressly stated in this Agreement or an Order, Fees are non-refundable.

10. THIRD-PARTY SERVICES AND INTEGRATIONS

10.1 Third-party providers

The Service may rely on or integrate with third parties, including telecommunications carriers, messaging aggregators, hosting providers, workshop management systems, payment providers and artificial intelligence providers.

10.2 Third-party availability

Repairy does not control third-party services and is not responsible for their acts, omissions, outages, changes or discontinuation, except to the extent that Repairy is legally responsible or has expressly agreed otherwise.

10.3 Subscriber accounts

You are responsible for obtaining and maintaining any third-party accounts, licences or permissions required for an integration.

10.4 Changes to integrations

Repairy may modify, replace, suspend or discontinue an integration where:

(a) the third-party provider changes or ends access;

(b) the integration creates a security or compliance risk;

(d) Repairy is required to do so by law.

Where reasonably practicable, Repairy will provide advance notice of a material change.

11. INTELLECTUAL PROPERTY

11.1 Repairy Materials

Repairy or its licensors own all Intellectual Property Rights in:

(a) the Service;

(b) software, workflows, templates and interfaces;

(d) documentation and training materials;

(e) aggregated or de-identified analytics created by Repairy; and

(f) all improvements and developments to those materials.

These materials are referred to as Repairy Materials.

11.2 Subscriber licence

During the Term, Repairy grants you a limited, non-exclusive, non-transferable licence to use Repairy Materials solely as necessary to use the Service in accordance with this Agreement.

11.3 Subscriber Data

As between the parties, you retain ownership of your Subscriber Data.

11.4 Licence to provide the Service

You grant Repairy and its service providers a non-exclusive licence during the Term to host, copy, transmit, process, display, modify and otherwise use Subscriber Data to the extent reasonably necessary to:

(a) provide and support the Service;

(b) transmit communications authorised by you;

(d) comply with law;

(e) investigate technical issues; and

(f) exercise Repairy’s rights under this Agreement.

11.5 De-identified information

Repairy may create and use aggregated or de-identified information that does not reasonably identify you, a Customer or another individual for:

(a) analytics;

(b) service improvement;

(d) industry reporting;

(e) research; and

(f) other lawful business purposes.

Repairy must not attempt to re-identify information that has been properly de-identified, except where reasonably necessary to test or verify the effectiveness of de-identification or as permitted by law.

11.6 Subscriber warranty

You warrant that you have all rights and permissions required for Repairy to process Subscriber Data as contemplated by this Agreement.

12. CONFIDENTIALITY

12.1 Confidential information

Each party must keep confidential information received from the other party confidential and use it only for the purposes of this Agreement.

12.2 Permitted disclosure

A party may disclose confidential information:

(a) to its employees, contractors and professional advisers who need the information and are subject to confidentiality obligations;

(b) to a service provider as reasonably necessary to perform this Agreement;

(d) where required by law, a regulator, a court or a telecommunications provider with lawful authority to request it.

12.3 Exclusions

Confidentiality obligations do not apply to information that:

(a) is publicly available other than through a breach of confidence;

(b) was lawfully known without restriction before disclosure;

(d) is independently developed without using the other party’s confidential information.

13. PRIVACY

13.1 Compliance

Each party must comply with the Privacy Laws applicable to it.

13.2 Subscriber obligations

You warrant that:

(a) you have provided all privacy notices required by law;

(b) you have obtained all consents required to collect, use and disclose Personal Information through the Service;

(d) you will not provide Repairy with Personal Information that is unnecessary for the Service.

13.3 Repairy’s handling of information

Repairy will handle Personal Information in accordance with:

(a) applicable Privacy Laws;

(b) this Agreement; and

13.4 Service providers and overseas processing

You acknowledge that Repairy may engage third-party providers, including telecommunications, cloud-hosting and software providers, to process Subscriber Data.

Some providers or their systems may be located outside Australia. Repairy will take reasonable steps required by applicable Privacy Laws in relation to such disclosures.

13.5 Customer requests

The parties will reasonably cooperate in responding to lawful requests from individuals concerning their Personal Information.

14. DATA SECURITY AND DATA BREACHES

14.1 Security measures

Repairy will maintain reasonable technical and organisational safeguards appropriate to the nature of the Service and Subscriber Data.

14.2 Data Breach notification

Where Repairy becomes aware of an actual or reasonably suspected Data Breach involving Subscriber Data, Repairy will:

(a) investigate the incident;

(b) take reasonable steps to contain and remediate it;

(c) notify you without undue delay where the incident is reasonably likely to materially affect you or your Customers; and

(d) provide reasonable information and cooperation required to assess notification obligations.

14.3 Eligible Data Breaches

The parties will cooperate in assessing and responding to an Eligible Data Breach under the Privacy Act.

Nothing in this Agreement prevents either party from making a notification required by law.

14.4 Subscriber security incidents

You must promptly notify Repairy of an incident affecting your systems or credentials where that incident could affect the Service or Subscriber Data.

15. MONITORING, MAINTENANCE AND SUSPENSION

15.1 Monitoring

Repairy may monitor use of the Service to:

(a) maintain security and performance;

(b) investigate complaints;

(d) enforce this Agreement;

(e) calculate usage charges; and

(f) comply with law or telecommunications-provider requirements.

15.2 Scheduled maintenance

Repairy may suspend or limit access for scheduled maintenance. Where reasonably practicable, Repairy will provide advance notice of material scheduled maintenance.

15.3 Urgent maintenance

Repairy may perform urgent maintenance without advance notice where required to address a security, compliance, legal or operational issue.

15.4 Suspension

Repairy may suspend all or part of the Service where:

(a) Fees are overdue;

(b) you materially breach this Agreement;

(d) a carrier, regulator or service provider requires suspension;

(e) Repairy reasonably believes that messages are being sent without appropriate authority or consent; or

(f) suspension is reasonably necessary to protect Repairy, Customers or third parties.

Where appropriate, Repairy will give you an opportunity to remedy the issue.

16. CONSUMER GUARANTEES, WARRANTIES AND DISCLAIMERS

16.1 Non-excludable rights

Nothing in this Agreement excludes, restricts or modifies any right, guarantee, condition or remedy that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.

16.2 Service standard

Repairy warrants that it will provide the Service with due care and skill.

16.3 “As available” basis

Subject to clause 16.1, you acknowledge that:

(a) the Service is provided on an “as available” basis;

(b) software may contain errors or experience interruptions;

(d) Repairy does not guarantee that every message, call, booking or notification will be delivered, received or completed; and

(e) the Service does not replace your own business judgment, customer follow-up procedures, safety procedures or record keeping.

16.4 Remedies

Where Repairy breaches a guarantee that may lawfully be limited, Repairy’s liability is limited, at Repairy’s option, to:

(a) supplying the affected Service again; or

(b) paying the reasonable cost of having the affected Service supplied again.

17. LIABILITY AND INDEMNITY

17.1 Excluded loss

To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of opportunity, loss of anticipated savings or loss of goodwill arising from this Agreement.

This exclusion does not apply to liability that cannot lawfully be excluded.

17.2 Repairy liability cap

To the maximum extent permitted by law, Repairy’s aggregate liability arising out of or relating to this Agreement is limited to the greater of:

(a) the Fees paid or payable by you to Repairy during the six months immediately preceding the event giving rise to the claim; and

(b) $1,000.

This cap does not apply to liability that cannot lawfully be limited.

17.3 Telecommunications and third-party events

Subject to clause 16.1, Repairy is not liable for loss caused by:

(a) failure, delay or blocking by a telecommunications carrier;

(b) incorrect recipient details supplied by you;

(d) a third-party integration or service;

(e) your failure to obtain consent or comply with law;

(f) unauthorised access caused by your failure to secure your account; or

(g) events outside Repairy’s reasonable control.

17.4 Subscriber indemnity

You indemnify Repairy against reasonable loss, liability, damage, penalties, claims and costs arising from a third-party claim or regulatory action to the extent caused by:

(a) your unlawful use of the Service;

(b) message content, recipients or campaigns selected by you;

(d) your breach of the Spam Act, Privacy Laws, telecommunications requirements or other applicable law;

(e) Subscriber Data supplied by you infringing a third party’s rights;

(f) your fraud, wilful misconduct or negligence; or

(g) your material breach of this Agreement.

Your liability under this indemnity will be reduced to the extent that Repairy caused or contributed to the relevant loss.

17.5 Claims handling

Repairy must:

(a) promptly notify you of a claim for which it seeks indemnification;

(b) take reasonable steps to mitigate its loss; and

(c) allow you reasonable participation in the defence or settlement of the claim, provided that you must not settle a claim in a manner that admits wrongdoing by Repairy or imposes an obligation on Repairy without Repairy’s written consent.

18. TERMINATION

18.1 Termination for convenience

Unless the Order states otherwise:

(a) either party may terminate a monthly subscription by giving written notice, with termination taking effect at the end of the current monthly billing period; and

(b) either party may elect not to renew an annual subscription by giving at least 30 days’ written notice before the end of the current annual period.

18.2 Termination for breach

Either party may terminate this Agreement immediately by written notice where the other party:

(a) commits a material breach that cannot be remedied;

(b) fails to remedy a remediable material breach within 30 days after receiving written notice; or

18.3 Immediate termination or suspension for messaging misuse

Repairy may immediately suspend messaging or terminate this Agreement where you:

(a) use the Service for fraud or unlawful messaging;

(b) repeatedly send messages without consent;

(d) provide false information for sender or number registration;

(e) create a material risk of regulatory or carrier action; or

(f) engage in conduct that could reasonably cause Repairy or a telecommunications provider to lose access to a network or service.

18.4 Effect of termination

On termination:

(a) your right to access the Service ends;

(b) outstanding Fees become immediately payable;

(d) each party must return or securely destroy the other party’s confidential information where reasonably requested, subject to legal retention requirements;

(e) Repairy may delete Subscriber Data after a reasonable retention period, subject to applicable law and its data-retention practices; and

(f) clauses intended by their nature to survive termination continue to apply.

18.5 Data export

Before termination takes effect, you should export any Subscriber Data made available for export through the Service.

Repairy may provide additional export assistance at its then-current professional-service rates.

19. DISPUTE RESOLUTION

19.1 Notice of dispute

A party claiming that a dispute has arisen must give the other party written notice describing the dispute and the outcome sought.

19.2 Good-faith negotiation

Senior representatives of the parties must attempt in good faith to resolve the dispute within 21 days after the notice is received.

19.3 Urgent relief

Nothing in this clause prevents either party from:

(a) seeking urgent interlocutory or injunctive relief;

(b) taking action to recover an undisputed overdue debt; or

20. GENERAL

20.1 Independent parties

Nothing in this Agreement creates a partnership, franchise, employment, fiduciary or joint venture relationship.

20.2 Force majeure

Neither party is liable for delay or failure to perform an obligation, other than a payment obligation, where caused by an event outside its reasonable control.

Such events may include natural disasters, war, civil disorder, industrial action, governmental action, widespread internet failure, telecommunications failure, cyberattack, carrier outage or failure of a critical third-party provider.

20.3 Notices

A notice under this Agreement must be in writing and may be sent by email to the address recorded in the Order or the recipient’s most recently notified address.

A notice is taken to be received when it enters the recipient’s information system, unless the sender receives an automated delivery-failure notification.

20.4 Assignment

Repairy may assign or novate this Agreement as part of a genuine corporate restructure, financing, merger or sale of all or substantially all of its relevant business, provided that this does not materially reduce your rights.

You may not assign or novate this Agreement without Repairy’s prior written consent, which must not be unreasonably withheld.

20.5 Subcontracting

Repairy may subcontract aspects of the Service but remains responsible for its obligations under this Agreement.

20.6 Waiver

A failure or delay in exercising a right does not waive that right.

20.7 Severability

If a provision is invalid or unenforceable, it will be read down to the extent necessary. If it cannot be read down, it will be severed without affecting the remaining provisions.

20.8 Entire agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior discussions and representations, except for fraudulent misrepresentations.

20.9 Governing law

This Agreement is governed by the laws of Victoria, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from them.

21. DEFINITIONS AND INTERPRETATION

21.1 Definitions

In this Agreement:

Annual Subscription means a subscription with a twelve-month Initial Term or renewal period.

Customer means a person with whom you communicate, transact or otherwise interact using the Service, including a prospective customer.

Data Breach means unauthorised access to, unauthorised disclosure of, loss of or interference with Subscriber Data.

Eligible Data Breach has the meaning given in the Privacy Act.

Fees has the meaning given in clause 9.1.

Initial Term means the initial subscription period identified in the Order.

Intellectual Property Rights means all present and future intellectual-property rights, whether registered or unregistered, including copyright, trade marks, patents, designs, trade secrets and rights in confidential information.

Monthly Subscription means a subscription with a one-month Initial Term or renewal period.

Order means an order form, proposal, online checkout, accepted quotation, email confirmation or other document or process through which you order the Service.

Permitted User has the meaning given in clause 3.2.

Personal Information has the meaning given in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Laws means the Privacy Act, applicable Australian Privacy Principles and other laws or binding codes relating to privacy or personal information that apply to a party.

Repairy Materials has the meaning given in clause 11.1.

Service has the meaning given in clause 1.2.

Subscriber Data means information, content, records or documents entered into, uploaded to, transmitted through or generated from the Service by or on behalf of the Subscriber, excluding Repairy Materials and properly aggregated or de-identified information.

Term means the Initial Term and any renewal period.

21.2 Interpretation

Unless the context requires otherwise:

(a) headings are for convenience only;

(b) “including” means “including without limitation”;

(d) a reference to legislation includes amendments, replacements and subordinate legislation;

(e) a reference to a person includes an individual, company, partnership, association, trust, government body or other entity;

(f) a reference to “writing” includes email; and

(g) where an obligation must be performed on a day that is not a business day in Victoria, it must be performed on the next business day.

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