1. Introduction

‘Naarm Consulting’ is a business architecture consultancy.

2. Agreement

1. This Agreement governs the use of Naarm Consulting by Customers and limits the liability of the Company to any Customer.

2. By making use of our Products, Naarm Consulting allows Customers to:

• Naarm Consulting does not collect any personally identifying information from its users without their consent

3. The collected information is used solely for the purposes disclosed in this privacy statement or on the page(s) of the Site where information is requested. Naarm Consulting takes care to safeguard user data by use of digital encryption. By using our Products and/or services, information can be shared solely based on the agreement of both parties involved. Unless a user requests to exchange information with another user, and the other user accepts this exchange, no information will be shared. Naarm Consulting cannot be held responsible for any information exchange between users who have mutually agreed and committed to sharing information;

4. Naarm Consulting might use the email address to contact you to announce news, new product features or ask for feedback. Your submission of any such information is purely optional, although access to the app may require you to register by inputting credentials that identify you;

5. We would like you to know that we use standard commercially available third-party web site analytics tools to collect anonymous data about visitors to our Site and then aggregate that data to analyse website traffic only. We do not use this information to personally track or identify you. Web analytic tools often track IP addresses and install cookies to measure user interactions with Naarm Consulting to help understand how we can improve our services. If you find this objectionable, you may be able to set your browser to block these cookies and disable tracking features typically used by third-party website analytic services. 

6. Together referred to as the services (Services).

7. The Site is available through the URL Naarm Consulting (or other domain as used by the Company from time-to-time).

3. Key terms

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

1. ABN means Australian Business Number.

2. Account means a registered Customer account within Naarm Consulting.

3. Agreement means the agreement formed in accordance with these Terms of Service between the Company and the Customer.

4. Australian Consumer Law means the laws relating to the sale of goods or services to consumers pursuant to the Competition and Consumer Act 2010 (Cth) as applied in each State or Territory of Australia.

5. Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

6. Commencement Date means the date set out in this Agreement.

7. Company means Naarm Consulting ABN 76 892 200 376 (“Naarm Consulting”).

8. Content means all information, data, text, software, music, sound, photographs, graphics, video and other matters of any kind accessible via the App or Site.

9. Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation:

• all technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;

• all business and marketing plans and projections, details of agreements and arrangements with third parties, and User and supplier information and lists;

• all financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;

• all information concerning any employee, User, contractor, supplier or agent of the relevant party;

• the party’s policies and procedures; and

• all information contained in this document,

• but excludes information that the other party can establish:

• is known by or is in the other party’s possession or control other than through a breach of this document and is not subject to any obligation of confidence; or

• is in the public domain other than by a breach of this document or any obligations of confidence.

10. Corporations Act means the Corporations Act 2001 (Cth).

11. Customer Data means all information, Content, data and other such materials that the User enters into or uploads to Naarm Consulting.

12. Force Majeure means an event or causes beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party:

• Act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;

• Act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;

• The effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and

• Embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage 

13. General Conditions means the terms and conditions set out in the section of this Agreement entitled “General Conditions”.

14. Important Terms means this Agreement’s details and variables set out in the section of this Agreement entitled “Important Terms”.

15. Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

16. Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

17. Moral Rights means:

• Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time)

• Moral rights pursuant to the Copyright Act 1968 (Cth).

18. Privacy Act means the Privacy Act 1989 (Cth).

19. Privacy Policy means the Company’s privacy policy as updated from time to time, accessible from here: Naarm Consulting/privacy. Please be assured that any changes to the privacy policy will be notified to you upon your subsequent login, and your consent to the revised terms will be sought again in accordance with legislative requirements.

20. Site means the website found at Naarm Consulting.

21. Special Conditions means the terms and conditions set out in the section of this agreement entitled “Special Conditions”.

• The singular includes the plural and the opposite also applies.

• If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

• A reference to a clause refers to clauses in this Agreement.

• A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.

• Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

• A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

• A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

• A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

• A reference to dollars or $ is to an amount in Australian currency.

22. AThird Party Services means any of the Customer’s third-party service accounts connected to and/or integrated with Naarm Consulting.

23. Naarm Consulting means the Company’s suite of tools, applications and services, known together as “Naarm Consulting”, licensed to the Customer under this Agreement.

4. Fees

Paying for Naarm Consulting

All Fees are quoted in AUD

Refunds

No refunds of Fees are offered other than as required by law or at Naarm Consulting’s absolute discretion.

Late Payment

1. If the Customer does not pay the full Fees as required, the Company may suspend all User access to Naarm Consulting for that Account.

2. If Fees are not paid within 7 days of becoming overdue, the Company may terminate the Customer’s Account in Naarm Consulting without notice and end this Agreement.

5. Content Safety and Policy

1. The Customer understands and agrees that all information, data, text, software, music, sound, photographs, graphics, video, messages and other matters of any kind accessible via the App is (Content) is subject to this Agreement.

2. Content is the sole responsibility of the Customer that made the content available via providing access from a Third Party or otherwise providing it.

3. A Customer may not modify, rent, lease, loan, sell, distribute or create derivative works based on any of the Content (either in whole or in part) 

4. The Customer understands that it uses the App and Site at its own risk (including relying on any information contained in the App and Site).

5. To the extent permitted by law, under no circumstances will the Company be liable in any way for any Content, including but not limited to:

• Errors or omissions in any Content;

• Editing, restricting or removing Content; or

• Loss or damage of any kind incurred as a result of the use of any Content.

6. The Customer agrees that Content that it makes available via the App may be removed or altered by the Company, subject to applicable provisions of this Agreement and any legislation including, without limitation, privacy legislation.

7. The Customer agrees that it will not upload or otherwise post, insert or provide any Content which:

8. Is defamatory, fraudulent, unlawful, threatening, intimidating, harassing, harmful, hateful, abusive, tortious, vulgar, obscene, invasive of another’s privacy, sexist, racist, homophobic, violent, discriminatory or degrading;

9. Infringes the intellectual or other proprietary interests of third parties;

10. Attempts to solicit personal information from another user, except in a way that is complaint with the law;

11. Impersonates another person or entity;

12. Contains sexually explicit images, advertises or promotes the sale of products or services such as firearms, tobacco or alcohol, and any other products or services the Company considers to be inappropriate;

13. Contains spam, chain letters, pyramid and other such selling and marketing schemes, computer viruses, computer code, files or programs or other harmful components that are designed to interrupt, destroy, change or limit the functionality of the App or Site or any other computer software, hardware or other electronic equipment, information which in any way impinges on another user’s use or enjoyment of the App or Site or otherwise breaches or encourages other users to breach of this Agreement;

14. Violates any law, statute or regulation;

15. Forges information to disguise the origin of any Content; or

16. Encourages or incites any other person to engage in any of the above behaviour.

6. Support

1. The Company provides Customer support for Naarm Consulting via a dedicated support email and other channels employed from time to time at Naarm Consulting’s absolute discretion.

2. The Company shall endeavour to respond to all support requests within 24 hours.

3. The Company reserves the right to require the payment of reasonable Fees for non-standard support requests prior to the provision of such support.

7. Privacy

1. The Company maintains the Privacy Policy at Naarm Consulting/privacy in compliance with the provisions of the Privacy Act 1988 (Cth) for data that it collects about the User and other customers.

2. While Naarm Consulting strives to collect only as much data as is required, and we take the best possible measures to ensure the integrity of your data, we make no warranty as to the suitability of our policy in regard to the Customer’s privacy expectations, and it is the Customer’s responsibility to determine whether Naarm Consulting is appropriate for the Customer’s circumstances.

8. Intellectual property

1. Trademarks. The Company has moral and registered rights in its trademarks and the Customer shall not copy, alter, use, or otherwise deal in the marks without the prior written consent of the Company.

2. Proprietary Information. Naarm Consulting may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the Customer agrees that such is protected by copyright, trademarks, patents, proprietary rights, and other laws, both domestically and internationally. The Customer warrants that it shall not infringe on any third-party rights through the use of Naarm Consulting.

3. Solution. The User agrees and accepts that Naarm Consulting is the Intellectual Property of the Company and the User further warrants that by using Naarm Consulting the User will not:

4. Copy Naarm Consulting or the services that it provides for the User’s own commercial purposes; and

5. Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Naarm Consulting or any documentation associated with it.

6. Content. All content (with the exception of Customer Data) remains the Intellectual Property of the Company, including (without limitation) any source code, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Naarm Consulting.

9. Liability and Indemnity

1. The Customer agrees that it uses Naarm Consulting at its own risk.

2. The Customer acknowledges that the Company is not responsible for the conduct or activities of any user and that the Company is not liable for such under any circumstances.

3. The Customer agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the Customer’s use of Naarm Consulting or conduct in connection with Naarm Consulting, including any breach by the Customer of this Agreement.

4. In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Naarm Consulting, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

5. Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

6. The re-supply of services or payment of the cost of re-supply of services; or

7. The replacement or repair of goods or payment of the cost of replacement or repair.

10. Breach

1. Where a party is in breach of this Agreement, the other party may issue a written notice (Breach Notice) requiring the party in breach that must set out:

2. The nature of the breach;

3. The provisions of the Agreement that are alleged to have been breached;

4. A reasonable timeframe to remedy the breach in no less than 10 Business Days; and

5. The action required to remedy the breach.

6. Where a party issues a compliant Breach Notice in accordance with clause 10.1, the receiving party shall be required to respond and/or remedy the breach as so set out in the Breach Notice. Failure to respond in writing setting out:

7. The steps taken to remedy the breach; or

8. Why the party believes it is not in breach as put forward in the Breach Notice,

9. Shall not in itself confirm the alleged breach but shall be in itself a breach of this Agreement.

10. Failure to remedy a breach set out in a Breach Notice shall be a material breach of this Agreement (Material Breach).

11. Force Majeure

1. If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:

1. Specify the obligations and the extent to which it cannot perform those obligations;

2. Fully describe the event of Force Majeure;

3. Estimate the time during which the Force Majeure will continue; and

4. Specify the measures proposed to be adapted to remedy or abate the Force Majeure.

2. Following a notice of Force Majeure in accordance with the above clause, and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.

3. The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume the performance of its obligations as soon as reasonably possible.

4. The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party’s failure to carry out its obligations under this Agreement.

5. The term of this Agreement will not be extended by the period of Force Majeure.

12. Termination and Suspension

1. Either party may end this Agreement at any time by written notice in accordance with these Terms.

2. The Company may suspend the Customer’s account should any Fees be outstanding to the Company at any time.

3. The Customer agrees that the Company shall not be liable in any way for any valid termination or suspension of the Customer’s access to Naarm Consulting.

13. Contact

Naarm Consulting welcomes your comments or questions regarding this Terms of Use. Please e-mail us at info@Naarm Consulting.