Brokermate terms of service

Last updated: 11 April 2025

Please read these terms and conditions carefully. By signing up to Brokermate, you acknowledge and accept to be bound to these terms and conditions.

1.1 When the Customer requests a quote for a Platform Subscription, Brokermate will send the Customer a Commercial Schedule in the form set out above containing the key commercial details of the Platform Subscription (i.e. term, fees, invoicing terms) and these terms and conditions.

1.2 Where the Customer clicks to accept these terms and conditions, an agreement is formed between the Customer and Brokermate consisting of the Commercial Schedule and these terms and conditions (together, the agreement).

1.3 Where the Customer accepts these terms and conditions on behalf of an entity or another person, it warrants and represents that it has the authority to do so on behalf of that entity or person, including to bind that entity or person to this agreement.

1.4 To the extent of any inconsistency between these terms and conditions and the Commercial Schedule, the Commercial Schedule (including any Special Conditions) will prevail over these agreed terms.

2. Term and cancellation rights

2.1 Subject to clauses 2.2 - 2.4, the Customer’s Platform Subscription will commence on the Start Date and continue for the Term, or unless or until terminated in accordance with these agreed terms.

2.2 Brokermate may, in its sole discretion, notify the Customer no less than [60] days prior to the end date of the then applicable Term (Renewal Notice Period) that the Customer’s Platform Subscription will:

(a) renew for an additional term equal to the Initial Subscription Term (each a Renewal Subscription Term); or

(b) not automatically renew for a Renewal Subscription Term.

2.3 If Brokermate notifies the Customer that its Platform Subscription will renew for a Renewal Subscription Term in accordance with clause 2.2(a), then:

(a) the Customer must notify Brokermate prior to the expiry of the Renewal Notice Period if it does not wish to renew its Platform Subscription; and

(b) where the Customer:

(i) does notify Brokermate that it does not wish to renew for a further Renewal Subscription Term, this agreement will terminate at the end of the Customer’s then-current Term and clause 12.3 will apply; or

(ii) does not notify Brokermate, its Platform Subscription will automatically renew for a Renewal Subscription Term.

2.4 If Brokermate notifies the Customer that its Platform Subscription is not automatically renewed in accordance with clause 2.2(b), this agreement will terminate at the end of the Customer’s then-current Term and clause 12.3 will apply.

3. Platform licence, Subscription Type and credits

3.1 Brokermate grants to the Customer a non-exclusive and non-transferable licence to access and use the Brokermate Voice Agent for the duration of the Term and for the Permitted Purpose and Subscription Type set out in the Commercial Schedule and in accordance the terms of this agreement.

3.2 Depending on the Subscription Type the Customer selects, the Customer will be allotted credits that can be used to make outbound calls during the Term. Credits can be used to make outbound calls using the Brokermate Voice Agent.

3.3 Credits can only be used for the limited purpose of making outbound calls through the Brokermate Voice Agent. Credits have no cash value, are non-refundable and cannot be sold, transferred, traded or gifted.

3.4 Each credit represents call time, and credits will be automatically deducted from the Customer’s Account based on the duration of call activity, rounded up to the nearest minute, at the then-current Call Charge Rate. The Customer acknowledges and agrees that Brokermate may update the Call Charge Rate from time to time on reasonable notice to the Customer.

3.5 The Customer may purchase additional credits at any time, provided that each purchase meets the Minimum Purchase Amount (if applicable).

3.6 Credits not used in the Credit Rollover Period will rollover into the immediately following period of the same duration. If the rollover credits are not used in the subsequent period, they will expire and not roll over again.

4. Accounts and Users

4.1 The Customer is solely responsible for:

(a) ensuring its Account is only accessed, used and operated by Users that are authorised by the Customer, and that such Users:

(i) comply the terms of this agreement to the extent applicable to such access and use;

(ii) on a monthly basis, purchase the Minimum Monthly Amount set out in the Commercial Schedule (if applicable);

(iii) do not share, publish or otherwise make available to any third party the login details of the Account;

(b) all activity and transactions on its Account, including by Users and/or any unauthorised access by third parties;

(d) using all reasonable endeavours to prevent any unauthorised access to or use of the Brokermate Voice Agent and the Account, including taking appropriate measures to protect the same from accidental, unlawful or unauthorised access or use.

4.2 The Customer must contact Brokermate immediately if it believes an unauthorised third party:

(a) may be using or accessing its Account; or

(b) if its Account login or other similar information is lost or stolen.

5. Customer obligations

5.1 The Customer must comply with all applicable Laws, this agreement, and Brokermate’s reasonable directions in respect of the Brokermate Voice Agent.

5.2 The Customer must not, and must ensure that all Users do not:

(a) copy, distribute, install, reproduce or in any way provide the Brokermate Voice Agent to a third party;

(b) modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to the Brokermate Voice Agent (including any Intellectual Property Rights subsisting in the Brokermate Voice Agent) for any purpose;

(d) use the Brokermate Voice Agent for any activity of an illegal or fraudulent nature;

(e) use the Brokermate Voice Agent on behalf of or for the benefit of any third party (other than a related body corporate);

(f) transmit, publish or communicate material which is defamatory, offensive, abusive, indecent, menacing or unwanted;

(g) distribute viruses, corrupt files, or any other similar software or programs that may damage the operation of any computer hardware or software, including the Brokermate Voice Agent;

(h) disclose to any unauthorised person any Confidential Information or Personal Information obtained through the Customer’s use of the Brokermate Voice Agent except in accordance with applicable Laws;

(i) allow, permit or enable any unauthorised use of the Brokermate Voice Agent; and/or

(j) reproduce, distribute, transmit, publish, copy, transfer or commercially exploit any information accessed through or received from the Customer’s use of the Brokermate Voice Agent that would infringe the Intellectual Property Rights of any person.

6. Fees and payment

6.1 Brokermate or its nominated third-party billing partner (Billing Partner) will charge the Fees to the Customer’s nominated credit or debit card within 14 days of the date of the invoice and the following terms apply.

(a) The Customer must ensure that:

(i) its debit or credit card details (as applicable) are always valid and up to date;

(ii) sufficient funds are available each month; and

(iii) the billing address and other necessary information the Customer has provided is always valid and up to date.

(b) Brokermate is not liable for any charges the Customer incurs as a result of incorrect payment information, and if Brokermate incurs an expense due to incorrect payment information provided by the Customer, Brokermate reserves the right to seek reimbursement from the Customer for such expense.

(c) If the Customer believes that there has been an error in charging its nominated debit card or credit card (as applicable), the Customer can contact Brokermate to confirm the details of the disputed charge at support@brokermate.com.au. Brokermate will then investigate the matter and advise the Customer in writing whether its debit or credit card (as applicable) has been incorrectly or correctly charged along with any other necessary details. If the parties cannot resolve the matter, the Customer must contact your debit card or credit card provider (as applicable).

6.2 For all payments under this agreement, if Brokermate or its Billing Partner does not receive payment for an undisputed invoice, or is unable to process the Customer’s payment:

(a) where applicable:

(i) the Customer authorises Brokermate or its Billing Partner to reattempt the payment method a maximum of four times over a four-week period; or

(ii) the Customer must rectify such non-payment within 2 business days of notification from Brokermate or its Billing Partner;

(b) if such reattempts are unsuccessful, Brokermate or its Billing Partner reserves the right to:

(i) seek payment from the Customer via an alternative payment method and/or seek to recover the debt through alternative means (either directly, or through a third party) and the Customer will be responsible for all costs and expenses incurred by Brokermate in connection with such collection activity;

(ii) seek reimbursement for any costs Brokermate incurs when reattempting payment;

(iii) charge interest on overdue amounts at the rate of 1.5% per month; and/or

(iv) suspend use of the Customer’s Account and access to the Brokermate Voice Agent until all overdue amounts are paid.

6.3 All amounts payable under this agreement are exclusive of GST. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this agreement plus GST.

Price increases

6.4 On 30 days’ notice to the Customer and subject to clause 6.6, Brokermate may increase the Fees for any reason during the Term, including as a result of an increase in fees charged by third party suppliers. The increase will take effect from the Customer’s next applicable payment.

6.5 The Fees under this agreement will automatically increase on an annual basis commencing from the anniversary of the Start Date by the increase in the CPI over the previous 12 month period or 3% of the Fees in the period immediately preceding the applicable increase (whichever is greater).

6.6 Upon receipt of a notice under clause 6.4, if the Customer does not agree to pay the increased Fees, the Customer may terminate this agreement on written notice to Brokermate, and such termination will take effect at the end of the Customer’s then-current Term and clause 12.3 will apply. If the Customer terminates this agreement in accordance with this clause, the Fees will not increase for the remainder of the Customer’s then-current Term. If Brokermate does not receive a notice from the Customer in accordance with this clause, and the Customer continues to use the Brokermate Voice Agent under this agreement, then the Customer agrees that it is deemed to have consented to the increase in the applicable Fees.

7. Intellectual Property Rights and Customer Data

7.1 Brokermate owns all rights (including Intellectual Property Rights), title and interests in and to the Brokermate Materials and/or any variations, modifications, adaptations, developments and/or derivatives of any Brokermate Materials (Modifications), including that are created by and/or for the Customer in connection with this agreement, but excluding Customer Data.

7.2 Brokermate grants the Customer a royalty-free, non-exclusive, revocable licence during the Term to use Brokermate Materials that are provided to it by Brokermate and/or that are accessible by the Customer when using the Brokermate Voice Agent solely for the purposes of using the Brokermate Voice Agent in accordance with this agreement.

7.3 The Customer owns all rights (including Intellectual Property Rights), title and interests in and to the Customer Data input into the Brokermate Voice Agent and is solely responsible for the integrity, accuracy and quality of the Customer Data and how it acquires or accesses any such Customer Data.

7.4 The Customer grants to Brokermate a royalty-free, a non-exclusive, worldwide, assignable, perpetual and irrevocable licence to copy, use and analyse the Customer Data for benchmarking and analytics and/or to improve and understand product usage and customer needs. Brokermate must ensure that to the extent any Output of such use or analyses is accessible by a third party, that it will not contain any Personal Information, Customer Confidential Information, and/or any Customer identifying information.

7.5 Brokermate may name the Customer as a Customer and reproduce its business name and logos for marketing and publicity purposes with the consent of the Customer only.

7.6 The Customer agrees that Brokermate may use and incorporate any ideas, suggestions, concepts, know-how or techniques contained in information received from the Customer that directly relates to the Customer’s products or business, including any suggested changes or modification to the Brokermate Voice Agent.

8. AI Models

8.1 The Brokermate Voice Agent incorporates AI Models, including to generate Output.

8.2 Without limiting clause 14, the Customer’s use of, and reliance on, any Output is subject to this clause 8.2. The Customer acknowledges and agrees as follows.

(a) The Output is dependent on the integrity, accuracy and quality of the Customer Data.

(b) The Customer is solely responsible for reviewing such Output determining whether the Output is suitable for its purposes and/or for any intended use, and for using human review as appropriate before using, sharing or relying on Outputs.

(c) To the extent permitted by law and except to the extent that Brokermate causes or contributes to the Loss, Brokermate is not responsible or liable to the Customer in respect of any such Output, including any third party claims of breaches of confidentiality, privacy, or Intellectual Property Rights.

9. Hosting and security

9.1 The Customer acknowledges and agrees that the following applies.

(a) Customer Data will be hosted on third party cloud servers.

(b) All facilities used to store and process any Customer Data will be compliant with best industry practices, having regard to the nature of the Brokermate Voice Agent, including appropriate administrative, physical, and technical safeguards, to secure Customer Data from unauthorised access, disclosure, alteration, and use.

(c) Brokermate will support the installation/application of the Brokermate Voice Agent in accordance with the Service Level Agreement.

9.2 The Customer must:

(a) comply with industry best practices and standards in respect of the security of the Customer’s hardware, software, equipment, network facilities and any other resources and facilities (as applicable) used in respect of the Brokermate Voice Agent (Customer’s Systems); and

(b) maintain appropriate administrative, physical, and technical safeguards to secure the Customer’s Systems from unauthorised access, disclosure, alteration, and use; and

(c) notify Brokermate in writing, as soon as practicable, if it suffers any actual or threatened security breach in respect of the Customer’s Systems which in any way affects Brokermate and/or the Brokermate Voice Agent and/or Customer Data.

10. Availability and Service Levels

10.1 Except as otherwise set out in a Service Level Agreement, Brokermate does not guarantee that the Brokermate Voice Agent will be continuous or fault free and the Customer acknowledges that the public internet is an inherently insecure environment, and that Brokermate has no control over the privacy of any communications or the security of any data (including Customer Data and/or Confidential Information) outside of Brokermate’s internal systems.

10.2 Brokermate:

(a) will use reasonable endeavours to meet the standards and support set out in the Service Level Agreement;

(b) may update and carry out scheduled maintenance of the Brokermate Voice Agent from time to time and in doing so may suspend access to, or functionality on, the Brokermate Voice Agent from time to time (Scheduled Maintenance);

(c) will use reasonable efforts to ensure such Scheduled Maintenance occurs during the any relevant maintenance windows set out in a Service Level Agreement, or if none are set out, outside of regular business hours (in Sydney, Australia);

(d) does not accept responsibility or liability for any Loss suffered by the Customer or any third party arising from any unavailability of the Brokermate Voice Agent for any reason.

10.3 Brokermate’s obligations under a Service Level Agreement do not include, and Brokermate is not responsible for:

(a) failure by the Customer to access the Brokermate Voice Agent on infrastructure, systems and/or equipment that meets any minimum requirements specified by Brokermate;

(b) improper use or misuse of the Brokermate Voice Agent by the Customer; and/or

(c) a malfunction of the Customer’s infrastructure, other than the Brokermate Voice Agent, or any other cause within the Customer’s control, which results in the Brokermate Voice Agent becoming inaccessible or otherwise unusable.

11. Confidentiality and privacy

11.1 Both parties must keep all Confidential Information confidential and only use such information for the sole purpose of performing the obligations under this agreement.

11.2 Neither party may use or disclose the other party’s Confidential Information except:

(a) for the reasonable purposes of fulfilling the party’s obligations under this agreement or as otherwise permitted by this agreement;

(b) to that party’s employees or advisers on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this clause 11;

(c) as required by Law, subject to that party notifying the other party immediately if that party becomes aware that such disclosure may be required; or

(d) with the other party’s prior written consent.

11.3 Each party must comply with Privacy Laws in connection with the collection, use, handling, disclosure, quality, security of and access to Personal Information that the party holds, including all necessary consents, and making all necessary disclosures, to enable the collection, use, handling and disclosure of Personal Information under this agreement.

11.4 If, while carrying out its obligations under this agreement and, in the case of the Customer using and/or deploying the Brokermate Voice Agent, a party discloses any Personal Information to the other party (which in the case of the Customer, includes inputting any Personal Information into the Brokermate Voice Agent) that party warrants that it has the right to disclose such Personal Information to the other party and has complied with clause 11.3 in respect of such Personal Information.

12. Suspension and termination

12.1 Brokermate may, in its sole discretion, suspend the Customer’s access to the Brokermate Voice Agent by notice in writing to the Customer if the Customer is in breach of this agreement, or Brokermate suspects that the Customer is breach of this agreement, until such breach is rectified, or this agreement is terminated in accordance with the remainder of this clause.

12.2 Either party may terminate this agreement and/or the Platform Subscription on notice if the other party:

(a) fails to remedy a material breach within 21 days’ notice from the other party requesting the breach be remedied;

(b) breaches this agreement and that breach is not capable of remedy; or

(c) if the other party ceases to operate, becomes insolvent, enters liquidation, file for bankruptcy, makes an assignment for the benefit of creditors, appoints a receiver, or is subject to any similar action.

12.3 Upon the expiry or termination of this agreement:

(a) the Customer must cease using the Brokermate Voice Agent and any licences granted in this agreement will terminate immediately;

(b) Brokermate will disable the Customer’s Account and access to the Brokermate Voice Agent;

(d) subject to applicable laws, where the Customer terminates under this agreement, the Customer forfeits any unused credits in their Account and will not be entitled to refund of unused credits for any reason; and

(e) each party must, on request, return or securely destroy all Confidential Information in that party’s control.

13. Warranties

13.1 Each party represents and warrants to the other that, to the best of its knowledge, each of the following statements is true, accurate and not misleading as at the date of this agreement and will be true and accurate on each day during the Term:

(a) it has the corporate power to enter, and perform its obligations under, this agreement and to carry out the transactions contemplated by this agreement; and

(b) there are no pre-existing rights or obligations which would prevent it from complying with its obligations under this agreement.

13.2 Brokermate represents and warrants that:

(a) it will fulfil its obligations under this agreement with due care and skill;

(b) it will comply with all applicable Laws;

(c) the Customer’s use of the Brokermate Voice Agent in accordance with this agreement will not infringe the rights (including Intellectual Property Rights) of any third party.

13.3 The Customer represents and warrants that:

(a) it will comply with all applicable Laws;

(b) it has all necessary rights, permits, licences and/or other qualifications (including as required by any applicable Laws) to enable the Customer to access and use the Brokermate Voice Agent;

(c) the Customer Data, and Brokermate’s use of the same in accordance with this agreement, will not infringe the rights (including Intellectual Property Rights) of any third party;

(d) it has not relied on any representation made by Brokermate which has not been expressly stated in this agreement (including any descriptions or specifications contained in any document outside of this agreement).

14. Limitation of liability and indemnity

14.1 Nothing in this agreement excludes any rights the Customer may have against Brokermate which cannot be excluded under any applicable Laws, including Australian Consumer Law.

14.2 Notwithstanding any other provision of this agreement and to the fullest extent permitted by law:

(a) Brokermate’s aggregate liability in connection with this agreement whether in contract, tort (including negligence), statute or otherwise will not exceed an amount equal to the Fees paid by the Customer to Brokermate in the 12 months immediately preceding the claim giving rise to the liability; and

(b) Brokermate is not liable, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise for any Consequential Loss, indirect, incidental, punitive or special Losses of any kind (including loss of profit and/or business interruption).

14.3 Subject to any express warranties in this agreement but otherwise to the fullest extent permitted by law, Brokermate exclude all warranties, conditions and representations in whatever form, relating to the Brokermate Voice Agent and Outputs, including any warranties or representations relating to performance and/or that the Brokermate Voice Agent and Outputs:

(a) are fit or suitable for the Customer’s purpose or intended use, are of merchantable quality, will be compatible with, or suitable for use with the Customer’s systems;

(b) will be error-free, correct, accurate, complete, reliable, secure, current, up-to-date or otherwise; and

(c) will not be affected by data entry errors, including incorrect entries, double entries or delayed entries, or incorrect or untimely data.

14.4 Brokermate is not responsible for any errors, omissions, Losses or damages of any kind resulting directly or indirectly from any:

(a) inaccuracies in Customer Data; or

(b) failure by the Customer to ensure the integrity, completeness or accuracy of Customer Data before providing it to Brokermate or inputting it into the Brokermate Voice Agent.

14.5 Subject the other provisions of this clause 14, the Customer indemnifies Brokermate from and against any Loss suffered or incurred by Brokermate arising out of or in connection with:

(a) the Customer’s breach of:

(i) clauses 4, 5.2, 11, and 13.3; and

(ii) breach of any applicable Laws, codes and regulations; and

(b) any claim that Brokermate’s use of, or access to, Customer Data breaches a third party’s rights (including any Intellectual Property Rights).

14.6 Subject the other provisions of this clause 14, Brokermate indemnifies the Customer from and against any Loss suffered or incurred by the Customer arising out of or in connection with:

(a) Brokermate’s breach of:

(i) clauses 11;

(ii) breach of any applicable Laws, codes and regulations; and

(iii) any claim that the Customer’s use of the Brokermate Voice Agent in accordance with the terms of this agreement breaches a third party’s rights (including any Intellectual Property Rights.

15. Third Party Products

15.1 Brokermate may, on its own accord, incorporate and use third party products (Third Party Products) and that some aspects of the Brokermate Voice Agent are provided by and integrate with third party suppliers, including third parties who own and/or operate AI Models, external software and infrastructure suppliers, and providers of open source software (Third Party Suppliers). The Customer consents to Brokermate’s use of such Third Party Products and Third Party Suppliers, including any integration with them.

15.2 The Customer acknowledges and agrees that Brokermate makes no representations or warranties in relation to, and does not accept liability for, any such Third Party Products.

16. General

16.1 Nothing in this agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Except as otherwise provided in this agreement, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an agreement in the name of the other party.

16.2 Brokermate may subcontract the performance of any part of its obligations under this agreement to any third party. Brokermate will remain responsible and liable for any such subcontractors.

16.3 This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.

16.4 The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.

16.5 If any term or provision of this agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.

16.6 All notices and consents relating to this agreement must be in writing and sent by email. A notice will be deemed to be received the earlier of when the sender receives an automated message confirming delivery or within 24 hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message that the email has not been delivered.

16.7 This agreement may not be amended or varied unless the amendment or variation is in writing and signed by all parties.

16.8 The Customer may not assign, transfer or otherwise deal with this agreement or any right under this agreement without Brokermate’s prior written consent, which must not be unreasonably withheld.

16.9 Any warranty, indemnity, or obligation of confidentiality in this agreement will survive termination. Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.

16.10 This agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.

17. Definitions and interpretation

17.1 In this agreement, terms have the meaning given to them in the Commercial Schedule, throughout the agreement and as follows.

Australian Consumer Law means the provisions of Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied under Part XI or under a law of a State or Territory of Australia, or any similar laws which may apply to this agreement.

Account means the Customer’s account through which the Customer access and use the Brokermate Voice Agent.

AI Models means a class of software and systems that use machine learning, natural language processing, and/or or artificial intelligence algorithms, platforms, tools, programs, software, operation, and/or similar technologies to generate content based on the data on which it was trained, including text, images, audio, code, video and other content, based on patterns and structures of input data.

Brokermate Voice Agent means the artificial intelligence-based voice agent solution owned and operated by Brokermate, deployed as a dedicated instance for the Customer for use in accordance with the terms of this agreement. The Brokermate Voice Agent includes features such as:

(a) embedding customisable widget on Customer’s website;

(b) adding customer profiles to track Customer Data; and

Brokermate Materials means all data, information, content, and other materials owned by Brokermate as at the date of this agreement, and/or acquired or created by Brokermate after such date independently of this agreement, and/or any Confidential Information of Brokermate, the Brokermate Voice Agent (and any metadata generated in the Brokermate Voice Agent), Brokermate’s software (and all related source and object code), databases, platforms and models (including AI Models and any and all Output created or produced using the Brokermate Voice Agent, including any such items which are based on or generated as a result of Customer Data, and all Modifications to any of those items listed in this definition. Brokermate Materials excludes Customer Data.

Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales.

Customer Data means the data, information, content, and other materials supplied by the Customer to Brokermate or input by the Customer into the Brokermate Voice Agent under this agreement for the use of the Brokermate Voice Agent, but excluding any Brokermate Materials.

Commercial Schedule means the Commercial Schedule in the form set out on page 1 of these terms.

Confidential Information of a party means the confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) of that party (disclosing party) which his disclosed to, or learnt by or accessed by the other party (receiving party), including information which:

(a) is identified by the disclosing party as confidential or the receiving party ought to have been known to be confidential; and

(b) relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies of the disclosing party,

but does not include information:

(d) which is independently known to, or developed by, the receiving party as evidenced by the receiving party’s written records; or

(e) is or was made available to the receiving party by a person (other than the disclosing party) who is not, or was not, under an obligation of confidence to the disclosing party.

Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.

CPI mean means the Consumer Price Index published by the Australian Bureau of Statistics.

GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.

Laws means all laws, codes and regulations (including of any Regulatory Authority) applicable to the obligations and/or activities of a party under this agreement.

Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.

Output means any output, materials, scripts and/or summaries generated by the Customer’s use of the Brokermate Voice Agent.

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

Platform Subscription means a subscription to access and use the Brokermate Voice Agent in accordance with the Commercial Schedule and this agreement.

Privacy Laws means:

(a) the Privacy Act 1998 (Cth);

(b) the Spam Act 2003 (Cth);

(d) ancillary rules, guidelines, orders, directions, codes of conduct or other instruments made or issued under any of the legislation referred to in this definition.

Regulatory Authority means any governmental authority, agency or entity involved in granting regulatory approval of, or otherwise regulating any aspect of the obligations and/or activities of a party under this agreement.

Renewal Notice Period has the meaning given to that term in clause 2.2.

Renewal Subscription Term has the meaning given to that term in clause 2.2(a).

Service Level Agreement means a service level agreement provided to the Customer upon request, as updated by Brokermate from time to time.

Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Term means the Initial Subscription Term and each Renewal Subscription Term (if applicable).

Users means the Customer’s employees, advisors, agents, contractors, representatives, and any other persons, entities or other third parties who are authorised, enabled or instructed by the Customer to access and use the Brokermate Voice Agent as part of the Customer’s Account.

17.2 In this agreement unless the context otherwise requires:

(a) clause and subclause headings are for reference purposes only;

(b) the singular includes the plural and vice versa;

(d) references to statutes include all statutes amending, consolidating or replacing such statutes;

(e) $ means the lawful currency of Australia;

(f) any reference to a party to this document includes its successors and permitted assigns;

(g) the use of the word "includes" or "including" is not to be taken as limiting the meaning of the words preceding it; and

(h) a reference to a clause or Schedule is a reference to a clause of, or a schedule of this agreement.