01. Definitions and Interpretation

For the purposes of this End-User Licence Agreement:

Agreement means this End-User Licence Agreement.

Authorised User means a person who has been authorised as a user of the Platform by the Company or a customer of the Company. 

Company (referred to as either “the Company”, “We”, “Us” or “Our”) refers to Empower Due Diligence Pty Ltd trading as SuitabilityHub (ACN 650 236 561).

Platform means the cloud-based platform known as “SuitabilityHub” (available at www.suitabilityhub.com), provided by the Company.

Third-Party Services means any services or content (including data, information, applications and other products and/or services) provided by a third-party that may be displayed on the Platform.

You means the individual accessing or using the Platform, and any other person on behalf of whom you are accessing or using the Platform, as applicable.

Unless it is inappropriate in the context, in this Agreement:

1. the singular includes the plural and vice versa;

2. a reference to an individual or person includes a corporation, firm and government body and vice versa;

3. a reference to a party includes that party’s executors, administrators, substitutes, successors and permitted assigns;

4. the meaning of general words is not limited by specific examples introduced by ‘including’ or other similar expressions;

5. a reference to a document (including this Agreement) includes the document as modified from time to time and any document replacing it; and

6. headings are included for convenience and do not affect interpretation.

02. About the Platform and Acknowledgement

The Company operates the Platform for use by Authorised Users. The Platform is a research tool which enables financial product providers, financial advisers, and financial services firms to assess the suitability of Australian financial products for their target audience. The Platform is not intended to be used or accessed by the general public.

The Company offers the following services (the Services) by way of the Platform:

1. for Financial Product Providers – financial product providers can register with the Platform as a Financial Product Provider with either a Core, Premium or a BDM subscription, after which they can create and maintain a profile for their financial product for the purpose of allowing Authorised Users to form an accurate understanding of that financial product. In addition, Financial Product Providers with a Premium or a BDM subscription can use the Platform to undertake research, and Financial Product Providers with a BDM subscription can also use the Platform as a sales tool in relation to their financial product.

2. for Financial Advisers – financial advisers can register with the Platform as a Financial Adviser, after which they can view and assess the profiles of Financial Product Providers (as well as financial product profiles created and maintained by the Company) for the purposes of conducting research.

3. for other Financial Services Firms – other financial services firms (such as research firms and consultancies) can register with the Platform as a Financial Service Provider, after which they can view and compare the profiles of Financial Product Providers (as well as financial product profiles created and maintained by the Company) for the purposes of conducting research.

This Agreement is a legal document between You and the Company and it governs Your use of the Platform. If You are accessing this Agreement, the Platform and/or the Services on behalf of a person, company or another legal entity, You represent and acknowledge that You have the authority to bind that person or entity and its affiliates, in which case references to “You” and “Your” in this Agreement shall also be a reference to such entity and its affiliates

By clicking the “I Agree” button and/or using the Platform, You confirm that you have read, understood and agree to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” checkbox and do not use the Platform. 

03. Licence

The Company grants You a revocable, non-exclusive, non-transferable, limited licence to use the Platform strictly in accordance with the terms of this Agreement.

04. Fees – for Financial Advisers only

If You are linked to a Financial Adviser registration, the licence granted under clause 3 of this Agreement is subject to payment of the relevant annual fee associated with Your use of the Platform (Fee). The Company will invoice You for payment of the Fee on an annual basis. The Fee is payable in advance in AUD unless otherwise specified. All payments are non-refundable.

The Fee may be subject to change from time to time. We will notify You of any increase of the Fee in writing.

If You fail to pay the Fee on an annual basis, Your subscription to the Platform may be downgraded to a free, limited subscription.

05. Accounts

The Company will provide You with an account to access the Platform subject to the terms and conditions of this Agreement. The Company may request that You provide, among other information, Your name, email address, work/position title, phone number and information about Your company (if applicable) to enable your registration with the Platform.

In providing such information, You agree that you:

1. are not impersonating any person or entity; and

2. if applicable, are authorised to create an account in the name of the relevant company or organisation or otherwise hold Yourself out as having an association with that company or organisation.

Should we suspect or identify You as inappropriately or unlawfully adopting a person or company’s identity we may without notice to You, disclose that information to any relevant persons or authorities, and/or suspend or cancel Your account (without prejudice to any other remedies we may have).

You must keep Your username and password secure, and You must not disclose those details to any other person. You are solely responsible for the consequences of any use of your username and password by third parties, regardless of whether that use is authorised. If You believe that your username and password is being used by someone else, please contact us immediately.

The Company reserves the right to suspend Your account or cancel Your registration with the Platform at any time, should the Company form the view that its brand, operations (including Platform) or business (including its customers, partners or affiliates) may be adversely affected or harmed as a result of Your continued registration with and/or use of the Platform.

06. Use of the Platform

You must use the Platform for lawful purposes only.

You may not use the Platform in any manner that could damage, disable, overburden or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Platform.

You must not do any of the following:

1. use the Platform for any objectionable or unlawful purpose, including the posting of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material;

2. use the Platform in a way that would result in You breaching any applicable legislation (including with respect to privacy) or any obligations You may owe to third parties;

3. use the Platform (or any product of the Platform) to mislead or make misrepresentations in the course of trade;

4. conduct any activity which compromises or breaches another party's intellectual property including but not limited to patent, trade mark, copyright or other intellectual property rights;

5. copy, collect or save information about other users of the Platform;

6. introduce any virus, worm, Trojan horse, malicious code or other program which may damage the Platform or the equipment of the Company or other users of the Platform;

7. disrupt or interfere with the delivery of the Services (or attempt to do so);

8. sell, redistribute or use information contained on the Platform for a commercial purpose without our prior written consent, except as permitted in this Agreement; 

9. provide to any person who is not an Authorised User any part of the information included on the Platform, except as permitted in this Agreement; or

10. distribute, broadcast or publish any part of the information included on the Platform, including on any publicly accessible electronic network such as the internet, except as permitted in this Agreement.

Crawling, spidering or scraping of the Platform is prohibited. You may not provide unauthorised interfaces to any part of the Platform.

07. Product Information

Authorised Users linked to a Financial Product Provider registration will be requested to provide information in relation to their financial product (Product Information).

You warrant and represent that any Product Information You provide is and shall remain accurate, true and correct and that, if such information changes, You will update the information held by the Company as soon as possible.

The Company may, from time to time and in its sole discretion (but is not obliged to):

1. make its own reasonable enquiries as to the completeness, accuracy or truthfulness of the Product Information;

2. make its own reasonable enquiries as to whether or not Product Information is appropriate and compliant with this Agreement;

3. refuse or remove any Product Information from the Platform; and/or

4. edit the Product Information.

08. Posted Content

The Company does not have, and expressly disclaims, any liability to You in connection with any content, information or material you upload to (or submit via) the Platform, including but not limited to Product Information (Posted Content).

In relation to any Posted Content, You warrant and must ensure that:

1. its contents are truthful;

2. it is not misleading, deceptive or materially inaccurate in any way; and

3. it is compliant with all applicable legislation.

You are solely responsible for Your Posted Content.

The Company will not have any liability in connection with the deletion, loss, or unauthorised modification of any of Your Posted Content.

You consent to us displaying the Posted Content on the Platform and acknowledge that it will be visible to other Authorised Users. We reserve the right to keep the Posted Content on the Platform indefinitely.

09. Intellectual Property

We own or are permitted to use all intellectual property in the Platform. You may not use any of our intellectual property for any purpose other than as required for the lawful use the Platform for its intended purpose.

Subject to the conditions prescribed under the Copyright Act 1968 (Cth), You may not, in any form or by any means:

1. adapt, reproduce, decipher, broadcast, decompile, decrypt, disassemble, reverse engineer, copy, store, distribute, transmit, print, modify or publish any part of the Platform;

2. create derivative works from any part of the Platform; 

3. remove, alter or obscure any proprietary notice (including any notice of copyright or trade mark) of the Company or its affiliates, partners, suppliers or the licensors of the Platform; or

4. put to commercial use any information, products or services obtained from the Platform, except as permitted in this Agreement.

You warrant that you own or are licensed to use the intellectual property rights in your Posted Content. This includes copyright in respect of any text you post, as well as the right to use or display any image or logo. You indemnify us, and agree to keep us indemnified, from and against any claims by third parties arising from your Posted Content, including any claim for breach of intellectual property.

10. Modifications and Updates to the Platform

The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Platform or any service to which it connects, with or without notice and without liability to You. 

We aim to provide a service that is continually available and capable of use. However, we may suspend your account and your access to the Platform at any time and for any reason, including without cause. We will not have any liability in connection with any suspension of your account or your access to the Platform, regardless of the reason for suspension.

Unless the reason for suspension is unexpected or relates to some wrongful conduct by You, we will endeavour to give reasonable notice before suspending Your account or Your access to the Platform. Without limiting the other ways in which we may give such notice to You, we may provide such notice via any email address You provide us.

The Company may from time to time provide enhancements or improvements to the features and/or functionality of the Platform, which may include patches, bug fixes, updates, upgrades and other modifications (Updates). Updates may modify or delete certain features and/or functionalities of the Platform. You agree that the Company has no obligation to provide any Updates, or to continue to provide or enable any particular features and/or functionalities of the Platform to You. 

11. Third-Party Services

The Platform may display, include or make available third-party content (including data, information, applications and other products and/or services) or provide links to third-party websites. 

You acknowledge and agree that the Company shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-Party Services. 

12. Term and Termination

This Agreement shall remain in effect until terminated by You or the Company. 

The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. You may also terminate this Agreement by requesting that the Company cancel your registration with and access to the Platform. 

On termination of this Agreement, the licence granted under this Agreement terminates and Your access to the Platform (including all products of the Platform) will cease.

13. No liability for decisions relating to Platform or Services

Where possible, the Company will use reasonable endeavours to verify the accuracy of the information and content available on the Platform, including but not limited to the features offered by various financial products.  However You acknowledge and understand that You must make your own enquiries and satisfy Yourself of the accuracy of the information available on the Platform. 

The contents of this Platform are intended to provide general product information only. You acknowledge that such information does not constitute a recommendation, endorsement or financial or other advice from the Company, and that we have not taken into account the objectives and circumstances of any Authorised User, or any end client for whom an Authorised User is acting. The Company makes no representation as to the suitability of the Platform (including any information available or product mentioned thereon) for any use, including to make business or financial decisions.

The Platform is a tool available to supplement Your decision-making process. You are solely responsible for all decisions You make in connection with the Platform and/or the Services (whether they relate to You, Your company, Your clients, or otherwise), and You should take whatever additional steps You deem necessary to validate decisions made in reliance on the Platform.

You acknowledge that the foregoing limitations are an essential element of this Agreement and a reasonable allocation of risk between the parties.

14. Refusal of service

Notwithstanding anything else in this Agreement, we may, in our absolute discretion, refuse You or any other person access to any part of the Platform at any time and for any reason.

15. Privacy

We may collect, use and disclose information about You in accordance with our Privacy Policy (available at https://www.suitabilityhub.com/privacy). Your registration and use of the Platform is conditional upon you agreeing and complying with our Privacy Policy. If you do not agree to us collecting, using or disclosing your information in the manner contemplated by this Agreement and our Privacy Policy, you cannot use the Platform.

16. No Warranty

The Platform is provided to You "as is" and "as available", and with all faults and defects without warranty of any kind. The Company specifically disclaims any other representation or warranty (express, implied, statutory or otherwise) with respect to the Platform, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of the course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Platform (including any information available or product mentioned thereon) is suitable for any particular purpose, will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards, be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, the Company makes no representation or warranty of any kind, express or implied as to:

1. the operation or availability of the Platform, or the information, content, and materials included thereon;

2. that the Platform will be uninterrupted or error-free; or

3. the accuracy, reliability, or currency of any information or content provided through the Platform. 

17. Indemnity and Limitation of Liability

You use the Platform entirely at your own risk. We are not responsible for, and accept no liability in relation to, Your use of and conduct in connection with the Platform, or any other person’s use of or conduct in connection with the Platform, in any circumstance.

You indemnify the Company, and agree to keep it indemnified, from and against any claim, loss, damage, liability, cost or expense that it may suffer or incur as a result of or in connection with Your improper use of or conduct in connection with the Platform, including any breach by You of this Agreement or any applicable legislation.

To the maximum extent permitted by law, we exclude all implied representations and warranties which, but for this Agreement, might apply in relation to Your use of the Platform. To the extent that our liability cannot be excluded by law, our maximum liability, whether in contract, equity, statute or tort (including negligence), to you will be limited to $100.00.

Notwithstanding anything to the contrary in this Agreement, in no circumstances will we be liable for any indirect, punitive or consequential loss or damages, loss of income, use, profits, goodwill, data, contracts, use of money or any loss or damages arising from or in any way connected to business interruption of any type, whether in tort, contract or otherwise.

18. Feedback

We may collect feedback, comments, ideas, improvements or suggestions (Feedback) from You to assist improvements to the functioning of the Platform. Any Feedback provided by You with respect to the Platform shall remain the sole and exclusive property of the Company.

The Company shall be free to use, copy, modify, publish, or redistribute Feedback for any purpose and in any way without any credit or any compensation to You.

19. Reports – for Financial Product Providers only

If You are linked to a Financial Product Provider registration, Your Posted Content may be included in market research reports prepared, distributed and sold by the Company. Such reports may, without limitation, compare the functionality, cost and performance of various financial products.

You agree that the Company may make its market research reports available for sale or otherwise distribute them publicly, without compensation or attribution to You. You warrant that the Posted Content is not confidential and consent to the Company utilising any part thereof (including Product Information) in its reports.

20. Changes to the Agreement

The Company reserves the right, at its sole discretion, to modify, revise or replace this Agreement at any time. 

If a modification or revision is material, we will provide at least 14 days' notice prior to it taking effect. What constitutes a material change will be determined at the sole discretion of the Company. 

By continuing to access or use the Platform after any modification or revision becomes effective, You agree to be bound by the revised Agreement. 

21. Entire Agreement

The Agreement constitutes the entire agreement between You and the Company regarding Your use of the Platform.

This Agreement will continue to apply even when You are not using the Platform and even if Your access to the Platform has been suspended.

22. Assignment and novation

We may assign or novate any of our rights or obligations under this Agreement without Your consent. You must not assign any of Your rights or obligations under this Agreement.

23. Variation or Waiver

No variation to or waiver by us of any provision of this Agreement, nor any consent to depart from any part of it is effective unless it is confirmed in writing and signed by us. A variation, waiver or consent is effective only in the circumstances for which it is made or given.

No failure, delay, relaxation or indulgence by us in exercising any right conferred under this Agreement operates as a waiver of the right.

Any present or future legislation which operates to vary an obligation or right, power or remedy of a person in connection with this Agreement is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

24. Governing Law and Jurisdiction

This Agreement must be construed and interpreted in accordance with the laws of the State of New South Wales, Australia and You submit to the non-exclusive jurisdiction of the Courts of New South Wales.

If any part of this Agreement is held to be unenforceable, that part is to be given effect to the greatest extent possible, and the remainder of this Agreement will continue in full force and effect.

25. Last update

This Agreement was last updated on 17 August 2022.