Terms and Conditions

1. About these terms and your acceptance

These Terms and Conditions (the 'Terms') govern your access to and use of the website located at unimatter.com.au and any associated pages, content, and features (together, the 'Website').

By accessing, browsing, or otherwise using the Website, you acknowledge that you have read and understood these Terms and that you agree to be bound by them. If you do not accept these Terms, you must not access or use the Website.

If you use the Website on behalf of an organisation, you represent that you are authorised to accept these Terms on that organisation's behalf, and references to 'you' and 'your' include that organisation.

2. Definitions

In these Terms, unless the context requires otherwise:

• 'ACL' means the Australian Consumer Law, being Schedule 2 to the Competition and Consumer Act 2010 (Cth).
• 'Client Portal' means the secure client area of the Website described in clause 6, access to which is by invitation and credentials.
• 'Content' means all material made available on or through the Website, including text, graphics, logos, images, layout, design, articles, research, and other materials, including the Insights.
• 'Insights' means the articles, research, commentary, and related materials published in the Insights section of the Website.
• 'Intellectual Property Rights' means all copyright, trade marks, trade names, designs, and other intellectual property rights, whether registered or unregistered.
• 'UniMatter', 'we', 'us', and 'our' mean Maxwell Vidler trading as UniMatter, as described in clause 3.
• 'you' and 'your' mean the person accessing or using the Website, as described in clause 1.

3. Who we are

The Website is operated by Maxwell Vidler trading as UniMatter ('UniMatter', 'we', 'us', or 'our'), a sole operator based at Level 1, 16 McDougall Street, Milton, Queensland 4064, Australia.

UniMatter is an advisory and technology practice operating across the legal, clinical, and compliance sectors, with disciplines spanning Systems Architecture and Security; Business Transformation; Research; productised systems (UniMatter Assurance and UniMatter Excel) delivered as engagements; and advisory and fractional engagement.

Our contact details and business address are set out in clause 20.

4. Use of the Website

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable licence to access and use the Website for lawful purposes only.

This licence does not transfer any ownership in the Website or the Content to you, and confers no rights other than those expressly set out in these Terms. We may suspend, withdraw, or vary this licence at any time in accordance with these Terms.

You are responsible for ensuring that any device, connection, or software you use to access the Website meets the technical requirements for doing so, and for the security of your own systems.

5. Acceptable use and prohibited conduct

You must use the Website only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of the Website by, any other person.

You must not:

1. use the Website in breach of any applicable law, regulation, or these Terms, or for any unlawful, fraudulent, or harmful purpose;
2. interfere with, disrupt, or impose an unreasonable load on the Website, its servers, or any network connected to it;
3. attempt to gain unauthorised access to any part of the Website, the Client Portal, any account, or any system or network associated with the Website;
4. introduce, transmit, or distribute any virus, malware, or other malicious or harmful code;
5. use any automated means, including robots, spiders, scrapers, or data-harvesting tools, to access, copy, monitor, or extract any part of the Website or the Content, except for search-engine indexing conducted in the ordinary course and in accordance with our published instructions;
6. infringe our Intellectual Property Rights or those of any third party, or remove, obscure, or alter any proprietary notice on the Website; or
7. use the Website to transmit any material that is defamatory, obscene, offensive, or otherwise objectionable, or that you are not authorised to transmit.

We may investigate any suspected breach of this clause and may report conduct we reasonably consider unlawful to the relevant authorities.

6. The Client Portal and the UniMatter Workspace

The Website includes a Client Portal and the UniMatter Workspace. Access is restricted to authorised users, and their availability, features, and functionality may change, be added to, or be withdrawn at any time without notice.

Access to the Client Portal and the UniMatter Workspace is by invitation only and requires credentials issued by or on behalf of us. Where you are granted access:

1. you are responsible for keeping your credentials confidential and secure, and for all activity that occurs under your account, whether or not authorised by you;
2. you must notify us promptly if you become aware of any unauthorised use of your credentials or any other breach of security; and
3. you must not share, transfer, or permit any other person to use your credentials.

We may suspend, restrict, or withdraw access to the Client Portal, or to any account, at any time, including where we reasonably consider that these Terms have been breached or that suspension is necessary to protect the Website, our systems, or any person.

Where separate terms govern a particular engagement or your use of the Client Portal, those terms apply in addition to these Terms, and prevail to the extent of any inconsistency in relation to that engagement.

7. Intellectual property

All Content, the Insights, and all branding, names, logos, and trade marks appearing on the Website are owned by Maxwell Vidler, or are used under licence, and are protected by the Copyright Act 1968 (Cth) and other applicable laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable licence to view and access the Content for your own personal, non-commercial use only.

Except as expressly permitted by these Terms or by law, you must not reproduce, copy, distribute, publish, adapt, modify, communicate, or otherwise exploit any part of the Content without our prior written permission. Requests for permission may be directed to the contact details in clause 20.

The UniMatter name and any associated logos and marks are our trade marks. Nothing in these Terms grants you any right to use them without our prior written consent.

8. Information is general only

The Content and the Insights are provided for general information purposes only. They do not constitute legal, clinical, financial, or other professional advice, and must not be relied upon as such.

No professional, advisory, or client relationship is formed between you and us by reason of your accessing or using the Website, or by reason of your reading or relying on any Content.

The Content may not address your particular circumstances and may not be current at the time you access it. You should obtain advice appropriate to your circumstances from a suitably qualified professional before acting, or refraining from acting, on the basis of any Content.

9. Enquiries and submissions

The Website provides a mechanism by which you may contact us or submit an enquiry. You must not send confidential, sensitive, or privileged information through the Website or by any contact mechanism on it.

Any enquiry or material you submit through the Website:

1. is submitted on a non-confidential basis, and the sending of it does not, of itself, create any professional or contractual relationship between you and us;
2. must be accurate, lawful, and not misleading, and must not infringe the rights of any third party; and
3. will be handled in accordance with our Privacy Policy, as referred to in clause 15.

We do not guarantee that any enquiry or submission will receive a response, or that it will be received or actioned within any particular time.

10. Third-party links and websites

The Website may contain links to websites, resources, or services operated by third parties. Those links are provided for your convenience only.

We do not control, endorse, or accept responsibility for any third-party website or its content, products, or services. Your access to and use of any third-party website is at your own risk and is subject to the terms and policies of that third party.

11. Availability

The Website is provided on an 'as is' and 'as available' basis. We do not warrant that the Website will be available without interruption, that it will be free from errors or defects, or that it will be secure or free from viruses or other harmful components.

We may suspend, restrict, or discontinue all or any part of the Website at any time, including for maintenance, upgrade, or operational reasons, without notice and without liability to you, subject to clause 12.

12. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy conferred on you by the ACL or any other applicable law, where to do so would be unlawful, including any consumer guarantee that cannot lawfully be excluded.

To the extent that you are a consumer within the meaning of the ACL and the Website or any related services are supplied to you, our liability for a failure to comply with a consumer guarantee that cannot lawfully be excluded is limited, to the extent permitted by law and at our option, to:

1. the re-supply of the relevant services; or
2. the payment of the cost of having the relevant services re-supplied.

The remaining provisions of these Terms, including clause 13, apply subject to this clause 12 and only to the extent permitted by law.

13. Limitation of liability

Subject to clause 12, and to the maximum extent permitted by law:

1. we exclude all warranties, representations, and guarantees that are not expressly set out in these Terms;
2. we are not liable to you for any indirect, special, or consequential loss, or for any loss of profit, revenue, data, goodwill, or business opportunity, however arising and whether in contract, tort (including negligence), under statute, or otherwise, in connection with the Website or these Terms; and
3. our total aggregate liability to you in connection with the Website and these Terms, to the extent it can lawfully be limited, is capped at the total fees paid by you to us for the services giving rise to the claim in the three months preceding the event giving rise to the claim; the consumer guarantees under the ACL that cannot lawfully be excluded are expressly preserved and are unaffected by this cap.

You access and use the Website at your own risk. Nothing in this clause operates to exclude or limit any liability that cannot lawfully be excluded or limited.

14. Indemnity

To the maximum extent permitted by law, you indemnify us against all loss, damage, liability, cost, and expense (including reasonable legal costs) that we suffer or incur arising out of or in connection with:

1. your use of the Website otherwise than in accordance with these Terms;
2. your breach of these Terms; or
3. your infringement of any right of any third party or any applicable law.

Your liability under this clause is reduced to the extent that any act or omission on our part caused or contributed to the relevant loss, damage, liability, cost, or expense.

15. Privacy

We handle personal information in accordance with our Privacy Policy, which is available on the Website at /legal/privacy and forms part of these Terms. The Privacy Policy explains how we collect, use, disclose, and protect personal information.

By using the Website, you acknowledge that you have read our Privacy Policy.

16. Changes to the Website and to these Terms

We may change, suspend, or discontinue all or any part of the Website, the Content, or its features at any time without notice.

We may also amend these Terms from time to time. The amended Terms take effect when published on the Website, and the version current at the time you access the Website applies to that access. We will indicate the effective date of the current Terms above. Your continued use of the Website after any amendment constitutes your acceptance of the amended Terms.

17. Suspension or termination of access

We may suspend, restrict, or terminate your access to all or any part of the Website or the Client Portal at any time, with or without notice, including where we reasonably consider that you have breached these Terms or that suspension or termination is necessary to protect the Website, our systems, or any person.

On suspension or termination, the licences granted to you under these Terms cease. The clauses which by their nature are intended to survive, including clauses 7, 8, and 12 to 19, continue in effect.

18. Governing law and jurisdiction

These Terms are governed by the laws of Queensland, Australia, and the Commonwealth of Australia as applicable.

You submit to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from them, in respect of any dispute arising out of or in connection with these Terms or the Website.

19. General

1. Severability. If any provision of these Terms is or becomes invalid, illegal, or unenforceable, it is to be read down to the minimum extent necessary, or severed, without affecting the validity or enforceability of the remaining provisions.
2. Waiver. No failure or delay by us in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of it. A waiver is effective only if given in writing.
3. Assignment. You must not assign, transfer, or otherwise deal with your rights under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to another person.
4. Entire agreement. These Terms, together with any document expressly incorporated by reference, constitute the entire agreement between you and us in relation to your use of the Website, and supersede any prior representation or agreement in relation to that subject matter.

20. How to contact us

You may contact us in relation to these Terms or the Website as follows:

• Entity: Maxwell Vidler trading as UniMatter
• Business address: Level 1, 16 McDougall Street, Milton QLD 4064
• Email: administrator@unimatter.com.au
• Telephone: +61 493 522 896