These terms of use (Terms), as supplemented by the Subscription Plan, apply to your use of Firmable Pty Ltd (Firmable) software, applications and services. By using a Firmable product or purchasing a Subscription Plan, you agree to be bound by these Terms.
Please read the entire Terms and the Subscription Plan very carefully. Some of the key items are summarised below, but this should not be used as a substitute for reading the document in its entirety:
- Words that are capitalised have defined meanings, as set out in clause 20.
- From time to time, we may make changes to these terms. For more information on this, see clause 1.2.
- Your Subscription Plan can be terminated in accordance with clause 10.
- Terms relating to your data and how we may use it are set out in clauses 13 and 14.
Clauses 16 and 17 contain important limitations on our liability, disclaimers, exclusions, releases and indemnities. In practical terms, these clauses set out what we do not accept liability for. You should pay special attention to those.
Our promise to you – your User Data remains yours
We promise to you that:
- We will never sell any User Data you provide to us to any other client;
- We will not use User Data you provide to us in any global database that other clients can have the benefit of; and
- We will not use any identifiable personal information you provide to us to train any artificial intelligence engine.
See clause 13 for more details.
1. Acceptance of Terms
1.1 By using the Service and/or choosing your Subscription Plan, you agree to these Terms as may be supplemented by the Subscription Plan or any Annex (this Agreement). This Agreement constitutes a binding legal agreement between you and us, and your continued use of the Service constitutes your acceptance and acknowledgment of this Agreement, our Privacy Policy, and any other policy displayed on our Service, all of which constitute a part of this Agreement. If you do not agree to all of the terms of this Agreement, you must not use the Service.
1.2 We may initiate amendments or modifications to this Agreement from time to time by providing you with 30 days’ notice. Notice may be in the Service itself or by email. We will endeavour to limit changes to when we make material changes to the Service. You will have an opportunity to agree or reject the amendments. If you do not agree to the amendments, then you must notify us within that time frame, otherwise, you will be deemed to accept the amended version of the Agreement from your next Subscription Plan renewal date.
1.3 This Agreement will prevail over any other terms or agreement between you and us.
1.4 In this Agreement, capitalised words and phrases have the meaning given to them when first used and followed by bolded brackets, or as set out in clause 20 (Definitions) at the end of the Agreement.
2. Free trial, Subscription Plan and Auto-Renewal
2.1 If you are on a free trial then this is for a fixed period (14 days unless otherwise stated) and with a limited number of credits, and we may cancel or extend the free trial at any time without giving a reason. At the end of the free trial you will automatically roll over onto the paid Subscription Plan you have agreed to unless you give us prior notice to cancel.
2.2 A Subscription Plan starts on the day you buy the Subscription Plan or the end of the free trial, and will continue for the Subscription Period stated in the Subscription Plan.
2.3 At the end of each Subscription Period, a Subscription Plan will automatically renew for another Subscription Period unless you notify in accordance with clause 10.1. Please ensure you contact us if you want to cancel your Subscription Plan.
3. Licence
3.1 In exchange for you complying with all terms of this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, personal, and revocable licence to access and use the Service. To the extent that a feature or part of the Service requires a Subscription Plan, your licence is subject to having a valid Subscription Plan, and the Subscription Plan and will be valid only for the Subscription Period.
3.2 Usage Limits
(a) We set reasonable limits on credit usage and the number of profiles that can be viewed on through the Service within a given time period. These limits are designed to prevent abuse of our Service. As a guide, credit limits are tied to your Subscription tier and profile views are limited to approximately 10 times the number of credits allocated to your account on a monthly basis.
(b) You must make fair and reasonable use of the Service. In general, legitimate use of the Service for its intended purpose will not cause you to be in breach of this clause.
(c) We retain the exclusive right to determine the activities of the Subscription Holders that may be deemed unreasonable use of the Service. Unreasonable use of the Service includes, without limitation, any use:
(i) which interferes with others’ use, access or enjoyment of the Service;
(ii) which causes significant congestion or reduces our ability to fairly and equitably provide the Service to other users;
(iii) which attempts to bypass or manipulate limitations or usage restrictions on the Service;
(iv) which is not genuinely needed by you for your legitimate business needs;
(v) which constitutes abnormal or excessive use of the Service compared to the average use by other users on similar plans;
(vi) which results in restricted or disallowed content being disseminated through the Service, including, without limitation, spam; or
(vii) which involves resupplying or reselling the Service or sharing access to the Service without our express written consent.
3.3 You must not:
(a) use the Service for any purpose other than the Permitted Use;
(b) use the Service in any way which is in breach of any applicable laws or which infringes any person’s rights, including Intellectual Property Rights;
(c) do anything which may compromise or interfere with the supply of the Service or our systems, including without limitation introducing malicious programs such as viruses, worms, trojan horses, and email bombs;
(d) circumvent any applicable Fees or access or use the Service in a manner intended to avoid incurring Fees;
(e) export, extract, or otherwise scrape any of the content or data on the Service for use outside the Service, including (but not limited to) pre-fetching, indexing, storing, resharing, rehosting any of our content outside the Service or for the purposes of training a large language model;
(f) cache the Service (except as expressly permitted under the Subscription Plan, if applicable);
(g) create content based on the Service except as specifically contemplated by the Service; or
(h) re-create the look-and-feel, features or functionality of the Service, including create a product or service with a substantially similar look-and-feel, functionality or features to the Service or any other product or service owned by us.
3.4 We reserve the right to block access to the Service from some territories if we are experiencing high volumes of bot scraping or data theft. This may mean you cannot access the Service if you travel there.
4. Your Warranties
4.1 You warrant and agree that:
(a) there are no legal restrictions preventing you from agreeing to this Agreement;
(b) you will use the Services in accordance with all applicable laws;
(c) you are not Insolvent;
(d) you will always act in a courteous and polite manner whenever dealing with us, and never in an antisocial, discriminatory, abusive, hostile or obscene way;
(e) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access, and documentation that is reasonably necessary to enable us to perform the Service and as otherwise requested by us, from time to time, and in a timely manner;
(f) you are responsible (at your cost) for obtaining and maintaining any consents, licences, authorities, and permissions required for you to make use of the Service (and you will provide evidence of this to us upon request); and
(g) all information and documentation (including User Data) that you provide to us or upload into the Service in connection with this Agreement is true, correct, and complete, and that we will rely on such information and documentation in order to provide the Service.
5. Our Warranties
5.1 We warrant and agree that:
(a) the Service will perform materially in accordance with the Specifications;
(b) the Service will not infringe on the Intellectual Property Rights of any person; and
(c) we will maintain sufficient and appropriately qualified and experienced personnel to operate and provide the Service in accordance with the Agreement.
6. Accounts and Users
6.1 A Subscription Plan is for the Subscription Holder and a set number of designated Authorised Users. The following terms apply:
(a) we grant the Subscription Holder the right to add or remove Authorised Users to use the Service in accordance with the Subscription Plan. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement;
(b) each Authorised User is for one individual only. Sharing login credentials or allowing multiple users to access as an Authorised User account is strictly prohibited;
(c) the Subscription Holder is liable for all Authorised Users’ use of the Service and compliance with this Agreement;
(d) this Agreement still applies and binds all Authorised Users, except that terms relating to Fees and Termination will apply only to the Subscription Holder.
(e) the Subscription Holder determines who is an Authorised User, controls each Authorised User’s level of access to the Service at all times, and can revoke or change an Authorised User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorised User or must have that different level of access, as the case may be;
(f) any Authorised User’s licence to access the Service will terminate upon the termination of the Subscription Holder’s Subscription Plan.
6.2 You are solely responsible for your account credentials and for all use and activity carried out under your account. You must not share your account credentials with any third party. We do not authorise anyone to use the Service on your behalf on your own individual account, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.
6.3 You must not impersonate some other individual, business, or company.
6.4 You agree not to create an account or use the Service if you have been previously removed or suspended by us from the use of the Service.
6.5 We reserve the right to monitor usage to ensure the Authorised User limits and restrictions are complied with.
7. Support and Professional Services
7.1 Subject to the below conditions being met, we will provide you the Support Services during the Subscription Period:
(a) you are not in breach of any term of the Agreement and you are using the Service as intended under this Agreement; and;
(b) you have provided all information requested by us in relation to Support Services.
7.2 Our liability for any failure to provide the Support Services is limited to resupplying the Service support to the extent required to remedy the failure. This is your sole remedy for any failure to provide the Support Services.
7.3 For clarity, any Intellectual Property Rights arising in connection with the Support Services (including any enhancements or customisations) vest exclusively in us immediately upon creation.
7.4 We may use AI chatbots to supply Support Services to you. Our chatbots are well trained on our data, but they do not have authority to bind us and we reserve the right to contradict or disclaim any statement or promise made by them.
7.5 We reserve the right to charge a professional services fee based on a time spent basis for additional services such as data enrichment and list building support. We will quote and agree any such services and fee in advance. Fees are payable monthly, and we may ask for payment in advance.
8. Fees
8.1 You must pay any fixed Fees to us agreed in a Subscription Plan in advance without counterclaim or deduction in accordance with the Subscription Plan. You may choose to purchase additional credits for use on our Service at anytime.
8.2 Unless expressly stated otherwise, all amounts stated in or in relation to this Agreement are expressed exclusive of any applicable Tax, which will be added to those amounts and payable by you to us.
8.3 We may offer one or more payment processors as a way to facilitate payment of the Fees. You must make payment by way of one of the payment processors offered (which we may modify from time to time at our sole discretion). You agree that:
(a) any cost, fee, or other charges charged by such processor must be paid by you in addition to the Fees;
(b) you must comply with the terms and conditions of the relevant processor.
8.4 We are entitled to modify the value for credits at any time by prior written notice to you, but any change will not impact the value of credits you have already purchased. We may give you notice that the Fees in your Subscription Plan are increasing, but such change will not take place until the renewal of your Subscription Plan, and you can give us notice to not renew the Subscription Plan in accordance with clause 10.1.
8.5 To the extent permitted by law, any Fees paid to us are non-refundable, and we do not provide refunds or credits should you cancel the Service during its current Subscription Period (with the limited exception that we will refund pre-paid Fees where you terminate due to our material breach).
8.6 If you dispute a portion of any invoice, you must still pay all undisputed portions of the invoice.
8.7 In addition to any other right we have, if you fail to fully pay any amount owed to us for a period of 7 days or more, we may do any of the following at our sole discretion:
(a) suspend access to the Service until all amounts are fully paid (and without providing any refund or extension of the Subscription Period afterwards); and
(b) charge you interest at the rate equivalent to 1% per month on any amounts owing to us; and
(c) charge you for any reasonable costs incurred in the recovery of the debt from you (including but not limited to court costs, legal costs and debt collection agency costs).
9. Updates
9.1 We may implement (at our absolute discretion) Updates to the Service from time to time as we seek to improve the Service, but the Updates will not materially reduce the functionality or performance of the Service. We will endeavour to provide you with reasonable prior written notice of any scheduled Update that is likely to affect the availability of the Service.
10. Termination
10.1 Either party may terminate the Subscription Plan at any time on at least 30 days’ notice, with such termination only taking effect at the end of the current Subscription Period.
10.2 Either party may terminate this Agreement with immediate effect by giving written notice to other party at any time if:
(a) The other party is Insolvent; or
(b) The other party breaches any material provision of this Agreement which cannot be remedied, or where the breach is capable of being remedied, if they fail to remedy the breach within 14 days after receiving written notice requiring remedy.
10.3 We may suspend your access to the Service if:
(a) any amount due to us is not paid on time;
(b) you are in breach of this Agreement while you remedy that breach;
(c) you are using the Service in a way that consumes excessive bandwidth or storage, or is causing harm to our platform or to others; or
(d) we have reasonable grounds to believe that you are not in compliance with applicable law.
11. Effects of Termination
11.1 On termination of a Subscription Plan for any reason:
(a) you must immediately stop using the Service, and we may take any action necessary to disable or terminate your access to the Service;
(b) each party must promptly return (where possible) or delete or destroy (where not possible to return), the other party’s Confidential Information and intellectual property, and/or documents containing or relating to the other party’s Confidential Information unless required by law or regulatory requirements to retain such information;
(c) you must, within 5 Business Days of termination, pay to us all Fees incurred and/or owing under this Agreement up to and including the date of termination or expiry. To the extent permitted by law, and except where expressly stated in this Agreement, you will not be entitled to a refund of Fees that have already been billed or paid;
(d) you should extract all your User Data and other data from the Services. After the date of termination we reserve the right to delete all such data permanently; and
(e) all of the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 11 (Effects of termination), 12 (Intellectual Property), 13 (User Data), 14 (Privacy), 15 (Confidentiality), 16 (Limitation of liability) and 16 (Limitation of liability).
12. Intellectual Property
12.1 We own all Intellectual Property Rights in the Service, the Support Services, any other services or products provided by us, any associated documentation, and all Updates, improvements, modifications, customisations and derivative works, whether made by us or by you, and nothing in this Agreement transfers any of those Intellectual Property Rights to you in any way.
12.2 If you provide us with comments or suggestions relating to the Service, then all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modification, or derivative works), is assigned to us, and we may use the feedback for any purpose.
12.3 You must not, without our prior written consent:
(a) copy or use, in whole or in part, any of our Intellectual Property Rights;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate any of our Intellectual Property Rights to any third party;
(c) reverse assemble, reverse engineer, reverse compile or enhance the Service;
(d) breach any Intellectual Property Rights connected with us or the Service, including altering or modifying any of our Intellectual Property Rights;
(e) cause any of our Intellectual Property Rights to be framed or embedded in another digital asset,
(f) create derivative works or reproductions of any of our Intellectual Property Rights or the Service;
(g) resell, assign, transfer, distribute or make available the Service to third parties;
(h) “frame”, “mirror” or serve any of the Service on any web server or other computer server over the Internet or any other network;
(i) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers, or any other means of identification used on or in relation to the Service;
12.4 You acknowledge that we will suffer real and substantial damage due to a breach of this clause 12 and may seek injunctive relief for any actual or perceived breach, and damages alone are not an adequate remedy.
13. User Data
13.1 Except as otherwise stated in this Agreement, as between you and us, you own all Intellectual Property Rights in all User Data.
13.2 Despite anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Service in an aggregated and anonymised format (Analytics). We and our licensors own all Intellectual Property Rights in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics.
13.3 You grant us an irrevocable, perpetual licence (and consent) to use, process, copy, transmit, store and backup or otherwise access the User Data during the Agreement Subscription Period solely to:
(a) supply the Service to you (including to enable you and your personnel to access and use the Service);
(b) diagnose problems with the Service;
(c) train our staff; and
(d) develop other services, but any use of User Data will only be incidental and we will not train any service or artificial intelligence engine using identifiable User Data.
We will never mix your User Data in our wider database for the benefit of other clients, and we will never sell your User Data to another client.
13.4 In relation to any User Data that you provide to us or sync with or upload into the Software, you represent and warrant that:
(a) you are solely responsible for the User Data and the consequences of using, disclosing, storing or transmitting it;
(b) you have obtained all necessary rights, consents, releases and permissions to provide all your User Data to us and to grant the rights granted to us in this Agreement;
(c) the User Data (and its transfer to and use by us) as authorised by you, under this Agreement does not violate any laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
(d) any use, collection and disclosure authorised in this Agreement are not inconsistent with the terms of any applicable privacy policies.
13.5 Generally, we aim to delete any Personal Information of yours as soon as practicable after the termination of your Subscription Plan. However, we may sometimes retain Personal Information for an additional period as is permitted or required under applicable laws. Even if we delete your Personal Information it may persist on backup or archival media for an additional period of time for legal, tax or regulatory reasons or for legitimate and lawful business purposes.
14. Privacy
14.1 You are responsible for the collection, use, storage, and otherwise dealing with Personal Information related to your business.
14.2 You must comply and must ensure that all of your personnel comply, with the requirements of the Privacy Laws in respect of all Personal Information collected, used, stored, or otherwise dealt with under or in connection with this Agreement.
14.3 You must:
(a) notify natural persons from whom Personal Information is collected about any matter prescribed by the Privacy Laws in relation to the collection, use, and storage of their Personal Information;
(b) not use any Personal Information provided by us to you in breach of any Spam laws;
(c) provide any required ‘opt-out’ notifications to natural person as required under the Privacy Laws; and
(d) notify us immediately upon becoming aware of any breach of the Privacy Laws that may be related to the use of Personal Information under this Agreement.
15. Confidentiality and Publicity
15.1 Each party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other party (Discloser) except:
(a) where permitted by this Agreement;
(b) with the prior written consent of the Discloser;
(c) where the Confidential Information is received from a third party, except where there has been a breach of confidence;
(d) on a confidential, “needs to know” basis to the Recipient’s personnel, auditors, insurers, agents, and professional advisors; or
(e) where the Recipient is compelled to do so by applicable law, provided that it gives the other party written notice prior to disclosure.
15.2 The Recipient must only use the Confidential Information of the Discloser for the disclosed purpose and in connection with this Agreement.
15.3 You acknowledge we may refer to you as a customer, and display your details on our Website, marketing portfolios, case studies, or in our promotional materials. You may ask that we stop doing this by emailing us. It may take up to 30 days to process your request.
16. Limitation of Liability
16.1 To the maximum extent permitted by law, we exclude all liability and all Warranties of any kind, whether express or implied, statutory or otherwise, other than those set out in this Agreement (eg in clause 5.1).
16.2 You acknowledge that complex software is never wholly free from defects, errors and bugs, and subject to the other provisions of this Agreement, we give no Warranty or representation that the Service will be wholly free from defects, errors and bugs.
16.3 You acknowledge that we collect data from a range of public sources and that we disclaim any warranty relating to the accuracy of any data provided to you by the Service.
16.4 The Service is provided to you on an “as is” and on an “as available” basis without any Warranties arising out of any course of dealing or usage of trade. We disclaim all Warranties that the Service will be error-free, available continuously, uninterruptedly, or be free of harmful components, or that this Service and any User Data will be secure or not otherwise lost or altered. You acknowledge that we may suspend access to the Service temporarily if we have reason to do so (including but not limited to maintenance, updates, or upgrades).
16.5 You acknowledge that the Service is dependent on other Third Party Services and agree that to the extent permitted by law, we will not be responsible or in any way liable for any defect or interruptions to the availability of the Service resulting from Third Party Services.
16.6 To the maximum extent permitted by law, our liability and the liability of our employees or agents for a breach of any Warranty or liability which by law cannot be excluded, restricted or modified, or under any express Warranty, is limited, at our option, to:
(a) the supplying of the Services again; or
(b) the payment of the cost of having the Services supplied again.
16.7 To the maximum extent permitted by applicable law and subject to clause 16.9, neither party will have any liability in connection with the Terms for any Consequential Loss.
16.8 Subject to clause 16.9, Firmable’s maximum aggregate liability for damages in connection with the Terms to you or any of your staff is limited to a sum equal to 100% of the Fees you paid to us during the 12 month period before the event giving rise to liability.
16.9 Nothing in the Terms excludes or limits either party’s liability for:
(a) its fraud or fraudulent misrepresentation;
(b) its obligations under clause 17 (Release and indemnity);
(c) its infringement of the other party’s Intellectual Property Rights;
(d) its payment obligations; or
(e) matters for which liability cannot be excluded or limited under applicable law.
16.10 All subclauses of this clause 16 are cumulative to one another.
17. Release and Indemnity
17.1 Each party agrees to indemnify (and defend and hold harmless) the other party and its Affiliates from all Claims and or Loss arising in connection with:
(a) the indemnifying party’s failure to comply with any applicable laws; or
(b) the indemnifying party’s gross negligence or willful misconduct.
17.2 We agree to indemnify (and defend and hold harmless) you and your Affiliates from any Loss finally awarded as a result of a Claim brought by a third-party alleging that your use of the Service as contemplated in these Terms directly infringes the Intellectual Property Rights of a third party, except to the extent any such infringement is caused or contributed to by your act or omission (IP Claim). If an allegation concerning a possible IP Claim is made, you must permit us to do one of the following (at our sole discretion):
(a) modify, alter or substitute the Service until the Service no longer infringes the Intellectual Property Rights alleged in the relevant IP Claim. Such modification will be at our cost; or
(b) terminate these Terms, your access to the Service and/or our display of any advertisement.
17.3 You agree to indemnify (and defend and hold harmless) us and our Affiliates harmless from any Loss or Claims in connection with your material breach of any of clauses relating to Licence Restrictions (clause 3), Intellectual Property (clause 12), Privacy (clause 14 and any data processing agreement) and Confidentiality (clause 15)of these Terms.
17.4 As conditions to indemnification under this clause 17, the indemnified party must:
(a) notify the indemnifying party promptly in writing of the Claim for which the indemnified party is seeking indemnification;
(b) grant the indemnifying party sole control over the defence and settlement of each Claim;
(c) provide the indemnifying party with reasonable cooperation in response to such party’s requests for assistance (including all relevant information or materials);
(d) not have admit any fact, or settle or compromise a Claim, without the prior written consent of the indemnified party if such settlement includes an admission of liability on the part of the indemnified party; and
(e) use its best endeavours to mitigate any Loss the indemnified party suffers as a result of the Claim.
17.5 In this clause:
(a) Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
(b) Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
(c) Affiliates means a party’s officers, directors, shareholders, employees, consultants, agents, related body corporates and associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.
18. Unexpected Event
18.1 Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed in whole or in part due to any Unexpected Event, this Agreement will continue and remain in effect, but the Affected Party will not be in breach of this Agreement for that reason only for so long as the Unexpected Event persists.
18.2 The Affected Party must promptly after becoming aware of an Unexpected Event, give written notice to the other party of the nature of the Unexpected Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Unexpected Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.
19. General
19.1 All notices must be in writing and must be made by email. Notices are taken to be read on the day they are received, unless they are received after 5 PM or not on a Business Day, in which case they are deemed to be received on the next Business Day.
19.2 This Agreement will override any other terms or agreement between you and us.
19.3 Where there is a contradiction or conflict between different parts of this Agreement, the parts override one another (to the extent of the contradiction or conflict) in the following order:
(a) the Subscription Plan; and
(b) these Terms.
19.4 You must not assign, sublicense or otherwise deal in any other way with any of your rights under this Agreement except as expressly permitted under this Agreement. We may assign, novate or otherwise transfer our rights and obligations under this Agreement at our sole discretion.
19.5 No breach of any provision of this Agreement can be waived except with the express written consent of the party not in breach.
19.6 Any provision of this Agreement that is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable unless this would materially change the intended effect of this Agreement.
19.7 With the exception of clause 16.1, this Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation, or settlement under or relating to this Agreement are not subject to the consent of any third party.
19.8 This Agreement constitutes the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.
19.9 This Agreement is governed by and construed in accordance with the law of the State. The courts of the State have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. This Agreement will prevail over any other terms or agreement between you and us.
20. Definitions
20.1 In this Agreement, the following capitalised terms have the following meanings:
20.2 Agreement means these Terms and also includes the relevant Subscription Plan (if any) and all policies displayed on our Website.
20.3 Authorised Users means the employees and staff members of the Subscription Holder whom the Subscription Holder authorises to use the Service in accordance with clause 6.
20.4 Business Day means a day on which banks are open for business in the State other than on a Saturday or Sunday or a public holiday.
20.5 Confidential Information means all information of a confidential or proprietary nature, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement, but excluding information which:
(a) is or becomes a matter of public knowledge through no fault, action, or omission of the Recipient or its personnel;
(b) is rightfully received by the Recipient from a third party without a duty of confidentiality;
(c) was already known to the Recipient at the time the disclosing party first made it available to the Recipient, except as a result of disclosure known by the Recipient to be made in violation of an obligation of confidence; or
(d) was independently developed by the Recipient without reference to the information of the disclosing party.
Without limitation, our Confidential Information includes all know-how, trade secrets, technical information, specifications, data, Intellectual Property Rights, marketing procedures, enablement procedures, documentation, pricing information, client and client records, as well as business, corporate, or trade information.
20.6 Consequential Loss includes any indirect loss, incidental loss, consequential loss, loss of profits, loss of revenue, loss of production, loss of opportunity, loss of access to markets, loss of goodwill, loss of reputation, any remote loss, abnormal loss, unforeseeable loss, loss of use and/or loss or corruption of data, any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a party to this Agreement or otherwise);
20.7 Fees means any credit your purchase and any fees set out in your Subscription Plan.
20.8 Insolvent, in relation to a party, means when:
(a) a party ceases, suspends, or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
(b) a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend the payment of all or a class of its debts;
(c) a party becomes or is (including under legislation) deemed or presumed to be insolvent;
(d) a party has a receiver, manager, administrator, administrative receiver, or similar officer appointed in respect of it or the whole or any part of its assets or business;
(e) any composition or arrangement is made with any one or more classes of a party’s creditors;
(f) except for the purpose of solvent amalgamation or reconstruction, an order, application, or resolution is made, proposed, or passed for a party’s winding up, dissolution, administration, or liquidation;
(g) a party enters into liquidation whether compulsorily or voluntarily; or
(h) any analogous or comparable event takes place in any jurisdiction in relation to a party.
20.9 Intellectual Property Rights mean all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these intellectual property rights include copyright and related rights, database rights, Confidential Information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs).
20.10 Operating Environment means your operating environment, facilities, systems, networks, devices, equipment, hardware, software, telecommunications, and connections.
20.11 Permitted Use means business to business marketing for your own ordinary business use (and not for the benefit of any third party) or as otherwise set out in your Subscription Plan.
20.12 Personal Information has the same meaning as in the Privacy Laws.
20.13 Privacy Laws mean the Privacy Act 1988 (Cth).
20.14 Privacy Policy means our Privacy Policy available at https://firmable.com/privacy-policy/.
20.15 Service means the use of our online service set out in the Subscription Plan, and will include any Support Services unless otherwise stated.
20.16 Specifications means a business to business database and sales intelligence platform in line with the selected Subscription Plan as detailed in help.firmable.com.
20.17 State means Victoria.
20.18 Subscription Holder means a person or entity signing up for a Subscription Plan.
20.19 Subscription Period means the period of time chosen by you on registration or in the Subscription Plan, and any renewal term in accordance with clause 2.3 (as the context requires).
20.20 Subscription Plan means the subscription, package or plan for the Service you select, which may be set out in the relevant information page or pages on our Website, the Service itself, a separate order form, or otherwise provided to you or chosen by you on registration with our consent.
20.21 Support Services means the Support Services listed in your Subscription Plan, and if none are listed, then Support Services will mean access to a general helpdesk during Business Days and hours via a ticket system to assist you in resolving technical issues or answering questions related to the Service during the Subscription Period. Any additional support services required by you may be provided at our sole discretion and may be subject to additional fees.
20.22 Tax includes a tax, levy, duty, or charge (and associated penalty or interest) imposed by a public authority. It includes income, withholding, stamp, and transaction taxes (including any goods and services tax or value-added tax, however named) and duties.
20.23 Terms means these terms of use, as updated from time to time.
20.24 Third Party Service means a software, hardware, plugin, API, gateway, payment processor, network platform, solution, database, product or another service that is used for the provision of the Service or integrates with the Service, and which is provided, operated or controlled by a third party.
20.25 Unexpected Event means and includes such events, beyond the reasonable control of a party, that hinder, prevent or delay performance, in whole or in part, of any obligation under this Agreement including without limitation, fire, flood, casualty, earthquake, war, lockout, strike, epidemic, pandemics, riot, destruction of facilities, insurrection, material unavailability, telecommunications or internet failures, regulations or restrictions imposed by law, acts of the government or governmental requirements.
20.26 Update means any updates, modifications, changes or enhancements to the Service, including the adding or removing of any features or functionality, improvements, bug fixes and patches.
20.27 User Data any content or materials whatsoever (including but not limited to any Personal Information, information, data, text, graphics, photos, designs, trademarks, or any other artwork) that you upload, input into, or sync with the Service or that is generated by you using the Service.
20.28 Warranty or Warranties mean any warranties, conditions, terms, representations, statements, and promises of whatever nature, whether express or implied.
20.29 Website means www.firmable.com.
20.30 You means any person who uses the Service, including, without limitation, the Subscription Holder and all Authorised Users.
Last updated February 4, 2026.