Terms and Conditions
Last Updated: 19 October 2021
1. General
1.1. Welcome to www.stropro.com (“Website”).
The Website is operated by Stropro Operations Pty
Ltd (ABN: 28 633 603 399) (“Stropro Operations”,
“we”, “us” or “our”).
1.2. Stropro Operations Pty Ltd (ABN 28 633 603 399) is a Corporate Authorised Representative (CAR No. 1293257) of Stropro Compliance Pty Ltd (ABN 74 640 214 740, AFSL No. 533443). Access to and use of the Website and any services delivered using the Website (“Services”) are provided by Stropro Operations.
1.3. The terms and conditions (“Terms”) set
out below operate as a binding agreement between you
and Stropro Operations and govern your use of the
Website and any Services provided to you by Stropro
Operations.
1.4. The Terms shall be binding to the
benefit of the parties hereto and their successors
and assigns.
1.5. By using, browsing and/or reading
material displayed on the Website, you are
representing that you have read, understood and
agree to be bound by the Terms. You may also accept
the Terms by clicking to accept or agree to the
Terms where this option is made available to you by
Stropro Operations in the user interface.
1.6. If you do not agree with the Terms, you
must stop using the Website, and refrain from using
any Services offered by Stropro Operations,
immediately. Please read the Terms carefully.
2. Changes to the Terms, Website and Services
2.1. You accept the Terms by remaining on the
Website and continuing to use Services.
2.2. Stropro Operations reserves the right to
review and change any of the Terms by updating this
page at its sole discretion. When Stropro Operations
updates the Terms, it will use reasonable endeavours
to provide you with notice of updates to the Terms.
Any changes to the Terms take immediate effect from
the date of their publication.
2.3. Features of the Website or our Services
may be fully or partially modified, discontinued or
disabled, temporarily or permanently, in our
discretion at any time. While Stropro Operations
will, where reasonably practicable and possible,
endeavour to provide you with prior notice of such
modifications, discontinuations or disabling, you
agree and accept that it may not always be possible
to provide you with such prior notification and that
in such circumstances Stropro Operations not liable
to you for any resulting loss.
3. Electronic communications
3.1. To the extent possible, we choose to
carry out transactions and deliver our Services by
means of electronic communication in accordance with
the Electronic Transactions Act 1999 (Cth)
and any regulations. You consent to using electronic
means to form, or agree, or agree to, or bind you
to, legal obligations in relation to this Website,
the use of our Services and any investment that you
may ask us to arrange to be made on your behalf.
Therefore, where you indicate through electronic
means your agreement to, or acceptance of, terms and
conditions, offers and other documents, you will be
taken to have agreed to, or signed them and such
action will have the same legal effect as you
physically placing your signature on a paper form of
the relevant document.
3.2. Where we are required, by law or
otherwise, to provide you with any documentation,
you consent to the provision of that document
electronically through links provided through this
Website or any other electronic means we choose to
use. You must regularly check your email and the
Website for any documents. You may withdraw your
consent to the giving of documents by electronic
communication at any time by contacting us at
info@stropro.com . We suggest that you print a copy
of important documents, or download and retain them
on file electronically for future reference.
4. Eligibility for registration
4.1. Unless as otherwise stated, account
registration is only available to investors who:
4.1.1. are Australian residents; and
4.1.2. Are Wholesale Clients; and
4.1.3. are fully registered with Stropro
Operations, where full registration includes
verification of the investor’s identity and
confirmation of your Wholesale Client status as
required by Stropro Operations being completed to
Stropro Operations’ satisfaction.
5. Registration
5.1. You may need to be a registered member
to access our Services, including certain features
of our Website. In order to register, you must meet
our eligibility criteria (refer to “Eligibility”
above).
5.2. When you apply to become a registered
member , you will provide us with personal
information such as your name, email address,
telephone number and (if relevant) business name.
You must ensure that this information is accurate
and current, and promptly let us know if any of it
subsequently changes.
5.3. When you become a registered member and
activate your account, we will provide you with a
user name and password. You are responsible for
keeping this user name and password secure and are
responsible for all use and activity carried out
under this user name.
5.4. Please be aware that whilst Stropro
Operations will not be bound to provide you with
Services prior to you registering, your use of the
Website prior to that point (e.g. any browsing
activity of the publicly accessible portions of the
Website) will remain subject to these Terms. For
clarity, we note that successful registration does
not guarantee that you will be able to make any
investment in any particular financial product that
may be promoted through the Website.
5.5. If and when you become a registered member, you acknowledge and agree that:
- through our Website, we will provide you with information about particular opportunities to indirectly invest in financial products (“Investments”);
-
if you are interested in making an Investment, you must first:
- read the offer document for the relevant financial product made available by the product issuer in full and agree to be bound by it; and
- if you have not previously done so, read and agree to be bound by our terms of appointment as nominee to acquire and hold financial products on your behalf as bare trustee and in accordance with your instructions (“Nominee Terms”);
- by instructing us that you wish to make an Investment, you will authorise us to acquire and hold the relevant financial product on your behalf;
- when we have received both your instruction to make an Investment and provided us with the required amount in cleared funds, we will make an application to acquire that financial product on your behalf using the funds you have made available and, if the application is accepted by the relevant product issuer, held on your behalf as bare trustee;
- we cannot guarantee that any issuer will accept any application we make to invest in a financial product on your behalf in part or in full; and
- when you make an Investment, we will hold the legal title to (and you will hold the beneficial interest in) any financial product that we acquire and hold using the funds you have made available to us.
6. Wholesale clients only
6.1. The Services which Stropro Operations provides enable wholesale clients to make indirect investments in structured products offered by issuers in Australia. Stropro Operations is only able to provide those Services to persons who qualify as wholesale clients as defined in Chapter 7 of the Corporations Act 2001 (Cth) (“Corporations Act”) (“Wholesale Clients”).
6.2. By clicking to accept or agree to the Terms where this option is made available to you by Stropro Operations in the user interface, or by continuing to use the Website, you acknowledge that the information contained within it is intended for use by Wholesale Clients and you are representing that you are a Wholesale Client. You consent to Stropro Operations requesting further information and/or document/s from you to verify that you are a Wholesale Client.
7. Acknowledgements, representations and warranties
relating to registration, use of our Services and
investments in financial products
7.1. By applying for registration and on each
occasion when you instruct us to arrange for an
investment in a financial product to be made on your
behalf:
- you represent and warrant that you are a Wholesale Client and you agree to provide all documents and information we reasonably request for the purposes of verifying your status as a Wholesale Client;
- you confirm that, prior to submitting your application for registration and prior to giving us any instruction to arrange for an investment to be made on your behalf, you have read and understood these Terms and, if applicable, any investment or offer documents, information, or other communications provided to you by Stropro Operations or any third party electronically through text message, the Website, email or otherwise over the internet;
- you agree that you will use the Website to provide us with your instructions for all transactions you wish for us to arrange on your behalf unless otherwise required and instructed by Stropro Operations;
- on any occasion on which you instruct us to arrange an investment in a financial product to be made on your behalf:
- you confirm that you have read the offer document for the relevant financial product in full;
- you warrant that none of the funds you provide for the purpose of investing in the product represent the proceeds of money laundering, fraud or any other criminal activity;
- you acknowledge that, once we have received cleared funds from you, we will arrange for an application to be made in the name of the Nominee to invest the amount which you have nominated to us in your instructions in the product;
-
we cannot guarantee that the issuer will accept
the application in whole or in part; and
if the issuer accepts the application, the legal title to the investment will be held in the name of the Nominee on your behalf as bare trustee; - you agree and acknowledge that we will use your personal information to send you messages containing important information. These messages are an important part of the Services that we provide to you and will be sent to you as long as you are a registered user. You acknowledge that you cannot opt-out of receiving these messages;
- you warrant that:
- if you are acting as a trustee, you have authority to enter into these Terms and provide us with instructions to arrange for investments to be made on your behalf in your capacity as trustee;
- if you a financial adviser acting on behalf of a client, you have the authority from that client to enter into these Terms and use the Website and Services on their behalf;
- if you are acting as a corporation, you are validly constituted, and your principal place of business is in Australia;
- if you are a natural person, you are applying for registration, and will only be receiving any Services from us, from within Australia;
- you are authorised to provide the information made available to Stropro Operations, and that if you are providing information on behalf of a corporation or other body, that you are authorised to bind that body to these Terms and, if applicable, any investment documents;
- it is not unlawful for you to enter into these Terms, apply for registration or use our Services;
- you acknowledge that you may only terminate your access to the Website and your relationship with Stropro Operations under these Terms by contacting Stropro Operations by email;
- you acknowledge and agree that any person listed as an authorised person in relation to your access as a registered user of the Website and our Services can provide instructions to us and that we can act on the instructions of any of those persons without making further inquiries;
- you acknowledge that, in considering your application for registration and providing any Services to you, we must comply with, and cannot do anything contrary to, our obligations under the Corporations Act and the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (“AML/CTF Act”) and any other applicable legislation;
- you agree and acknowledge that we may pay referral fees to related bodies corporate or third-party entities in relation to investments in financial products that we may arrange to be made on your behalf;
- you acknowledge that you must, and undertake to, review all confirmations of transactions sent to you as soon as possible. Confirmations shall be binding upon you, unless you inform us electronically or in writing within 2 business days of receipt that there is an error or discrepancy; and
- you acknowledge and agree that we make no guarantee that any investment you make using our Services will be successful – our responsibility to you with respect to any investment is limited to using our best endeavours to ensure that an investment is made on your behalf in a proper and efficient manner.
8. General Advice Only
8.1. The Website and the information it
contains have been prepared by Stropro Operations
for general promotional purposes only and it is not
an offer to sell or a solicitation to buy any
financial product.
8.2. While all reasonable efforts have been
made to ensure that the information and content
contained in this Website is accurate and current,
it has been prepared without taking account of your
objectives, financial situation or personal needs.
Consequently, before acting on the information on
this Website, you should consider the
appropriateness of the information in view of your
own objectives, financial situation and personal
needs.
8.3. Stropro Operations makes no
representation and gives no advice in respect of any
financial, investment, tax, legal or accounting
matters in any jurisdiction, including the
suitability of any financial product to any
investor.
9. Privacy
9.1. We collect personal information about
you in order to respond to your enquiry, process
your registration, provide you with access to the
Website and our Services, and for purposes otherwise
set out in our Privacy Policy at
https://www.stropro.com/privacy
9.2. We take your privacy seriously and any
information provided through your use of the Website
and/or our Services is subject to our Privacy
Policy.
9.3. We may disclose your personal
information to third parties that help us deliver
our services (including information technology
suppliers, communication suppliers and our business
partners) or as required by law. If you do not
provide this information, we may not be able to
provide all of our Services to you.
9.4. Our Privacy Policy explains:
9.4.1. how we store and use, and how you may
access and correct your personal information;
9.4.2. how you can lodge a complaint
regarding the handling of your personal information;
and
9.4.3. how we will handle any complaint.
9.5. If you would like any further
information about our Privacy Policy or practices,
please access our Privacy Policy through the Website
or alternatively contact us at info@stropro.com
9.6. By providing your personal information
to us, you consent to the collection, use, storage
and disclosure of that information as described in
the Privacy Policy and these Terms.
10. Risk Warning
10.1. By accessing the Website and using our
Services, you acknowledge that you understand and
accept the risks involved in using the Website,
using our Services and any investment that we may
arrange to be made on your behalf as part of our
Services.
10.2. We make no representation about, nor do
we give any guarantee of, future performance, future
profitability, payment of dividends or distributions
or return of capital in respect of any investment
that we arrange for you to acquire as part of our
Services.
10.3. Any statements, opinions, projections,
forecasts or other material (e.g. forward looking
statements) are based on various assumptions. Those
assumptions may or may not prove to be correct. None
of Stropro Operations, its officers, employees,
agents, advisers or any other person named on the
Website or in any other document provided to you
makes any representation as to the accuracy or
likelihood of fulfilment of any forward looking
statements or any of the assumptions upon which they
are based.
10.4. We recommend that you assess your
appetite and tolerance for risk independently and
consult with your tax, legal and/or financial
planning advisors before making a decision to
instruct us to arrange for you to invest in any
financial product .
11. Anti-Money Laundering
11.1. In accordance with the AML/CTF Act,
Stropro Operations is required to identify, and
verify the identity of new investors (and in certain
circumstances, existing investors). In order to do
this, Stropro Operations must collect certain
information (and documentation) from each investor.
If you do not provide this information to us,
Stropro Operations will not be able to process your
application for registration and in these
circumstances, will not be liable to you for any
resulting loss or any other impact from being denied
an account. Stropro Operations may be required to
collect further information from you in accordance
with its ongoing customer due diligence obligations
under the AML/CTF Act.
11.2. Stropro Operations, its partners and/or
affiliates are obliged under the AML/CTF Act to take
and maintain copies of any information/documentation
collected from you and, in certain circumstances,
may be required to disclose such information to the
Australian Transaction Reports and Analysis Centre
(AUSTRAC) or other government bodies. Stropro
Operations may be prohibited from informing you of
such disclosure. Aside from disclosures permitted or
required under the AML/CTF Act, Stropro Operations
will keep your information confidential in
accordance with relevant legislation.
11.3. You are acknowledging that, when you
instruct Stropro Operations to arrange for you to
invest in a financial product, the product issuer
may, in its absolute discretion, not issue financial
products, cancel any financial products previously
issued that are held on your behalf, delay, block or
freeze any transaction or redeem any financial
products issued to the Nominee to hold on your
behalf if they believe it necessary in order to
comply with their AML/CTF legislative obligations.
In these circumstances, Stropro Operations will not
be liable for any resulting loss. It is an offence
to provide false or misleading information to
Stropro Operations or any other person.
12. Copyright and Intellectual Property
12.1. The Website, the material and all of
the related documents provided by Stropro Operations
in delivering the Services are subject to copyright.
The material on the Website is protected by
copyright under the laws of Australia and through
international treaties. Unless otherwise indicated,
all rights (including copyright) in the content and
compilation of the Website (including but not
limited to text, graphics, logos, button icons,
video images, audio clips, code, scripts, design
elements and interactive features) or the content
are owned or controlled for these purposes, and are
reserved by Stropro Operations or its contributors.
12.2. All trademarks, service marks and trade
names are owned, registered and/or licensed by
Stropro Operations, who grants to you a worldwide,
non-exclusive, royalty-free, revocable licence
whilst you are a user to:
12.2.1. use the Website pursuant to the
Terms;
12.2.2. copy and store material contained in
the Website in your device’s cache memory;
12.2.3. print pages from the Website using
your own personal printer; and
12.2.4. use Website content for personal
non-commercial purposes.
12.3. Stropro Operations does not grant you
any other rights whatsoever in relation to the
Website or the content. All other rights are
expressly reserved by Stropro Operations.
12.4. Stropro Operations retains all rights,
title and interest in and to the Website and all
related content. Nothing you do on or in relation to
the Website will transfer any:
12.4.1. business name, trading name, domain
name, trade mark, industrial design, patent,
registered design or copyright; or
12.4.2. right to use or exploit a business
name, trading name, domain name, trade mark or
industrial design; or
12.4.3. thing, system or process that is the
subject of a patent, registered design or copyright
(or an adaptation or modification of such a thing,
system or process),
to you or to any other person.
12.5. You may not, without the prior written
permission of Stropro Operations and the permission
of any other relevant rights owners: broadcast,
republish, up-load to a third party, transmit, post,
distribute, show or play in public, adapt or change
in any way the content or third party content for
any purpose, unless otherwise permitted by these
Terms. This prohibition does not extend to materials
on the Website which are freely available for re-use
or are in the public domain.
13. General Disclaimer and Exclusion of Liability
13.1. Nothing in the Terms limits or excludes
any guarantees, warranties, representations or
conditions implied or imposed by law, including the
Australian Consumer Law (or any liability under
them) which by law may not be limited or excluded.
13.2. Stropro Operations, its affiliates and
their respective employees, officers, directors,
suppliers, agents and/consultants do not accept any
liability for the results of any actions taken or
not taken on the basis of information contained on
this Website or otherwise provided in the course of
delivering Services, or for any negligent
misstatements, errors or omissions.
13.3. Use of the Website (including its
content) and the Services is at your own risk.
Everything provided on the Website and all Services
provided to you are “as is” and “as available”
without warranty or condition of any kind.
13.4. Stropro Operations makes no
representation, undertaking or warranty that the
information or opinions contained on this Website
are accurate, reliable or complete. Dated content
available on this Website, including, without
limitation, any information, data, tools, products,
services and other content available on or through
the Website speaks only as of the date indicated.
13.5. Neither Stropro Operations nor any of
its affiliates and their respective employees,
officers, directors, suppliers, agents,
subcontractors and/or consultants make any express
or implied representation or warranty about the
Website content, and they will not be liable for any
direct, indirect, special, incidental,
consequential, punitive, or exemplary damages,
including any loss of investment, any loss of profit
(whether incurred directly or indirectly), any loss
of goodwill or personal or business reputation and
any other intangible loss arising out of or in any
way connected with the Website, the Services or
these Terms (including as a result of not being able
to sue the content or the late supply of the
content), whether at common law, under contract,
tort (including negligence), in equity, pursuant to
statute or otherwise, including but not limited to
loss or damage suffered or incurred in connection
with:
13.5.1. the modification or misuse of
information on the Website;
13.5.2. claims of third parties in connection
with the use of the Website or Services;
13.5.3. failure of performance, error,
omission, interruption, deletion, defect, failure to
correct defects, delay in operation or transmission,
computer virus or other harmful component, loss of
data, communication line failure, unlawful third
party conduct, or theft, destruction, alteration or
unauthorised access to records;
13.5.4. the accuracy, suitability or currency
of any information displayed on the Website
(including third party material and advertisements
on the Website) or information provided in
delivering any Services;
13.5.5. your use of the Website (including
its content) or our Services; and
13.5.6. the Website content or operation in
respect to links to third party websites (which are
provided for your convenience only, as further
explained in clause 14 below).
13.6. Subject to this clause 13, and to the
extent permitted by law, all terms, guarantees,
warranties, representations or conditions which are
not expressly stated in the Terms are excluded.
14. Links to other sites and third party materials
14.1. This Website contains materials which
have been prepared by third parties and links to
other sites. When accessing any sites or servers
maintained by other organisations through links on
this Website, you agree that:
14.1.1. links are provided for the
convenience of our Website users only and we take no
responsibility for the content or operation of those
sites. Unless otherwise stated, linked sites and
their products and services are not endorsed by us
and you access any such site at your own risk;
14.1.2. those links are provided for
convenience only and may not remain current or be
maintained;
14.1.3. we are not responsible for the
content or privacy practices associated with linked
sites;
14.1.4. our provision of links to other sites
does not constitute an endorsement, approval or
recommendation by us of the owners or operators of
those linked sites, or of any information, graphics,
materials, products or services referred to or
contained on those linked sites;
14.1.5. we have not independently verified
(and to the extent permitted by law, disclaim all
liability for) the accuracy or completeness of
content displayed on any linked site; and
14.1.6. you indemnify us against any loss or
damage we suffer which results from your use of that
other site in a way which breaches the terms which
govern its use.
14.2. You acknowledge that any third party
materials appearing on this Website are not
necessarily controlled or monitored by us and that
the views expressed in such materials are not
necessarily ours.
15. Limitation of liability
15.1. Stropro Operations’ total liability arising
out of or in connection with the Website (including
its content), the Services or these Terms, however
arising, including under contract, tort (including
negligence), in equity, under statute or otherwise,
will not exceed:
15.1.1. the resupply of the Website content
or Services to you; or
15.1.2. in the case of information or
services supplied or offered by us for a fee, the
re-supply of the information or services or payment
of the cost of doing this.
To the maximum extent permitted by law, we
accept no, and exclude all, liability for
information or services we have supplied or offered
for free.
16. Assignment
16.1. Stropro Operations may assign its
obligations under the Terms without prior notice to
you, provided that the relevant assignee undertakes
to perform all of Stropro Operations’ obligations.
16.2. You may not assign or deal with the
whole or any part of your rights and/or obligations
under these Terms without the prior written consent
of Stropro Operations. Any purported dealing in
breach of this clause is of no effect.
17. Termination
17.1. If you want to terminate your legal
agreement with Stropro Operations under these Terms,
you may do so by providing Stropro Operations with
90 days’ notice of your intention to terminate by
sending notice to Stropro Operations via
info@stropro.com
17.2. Subject to local applicable laws,
Stropro Operations may (in its discretion, and
without limiting the remedies available to Stropro
Operations in any way) at any time, terminate its
legal agreement with you under these Terms, suspend
or terminate your registration and/or your access to
all or part of the Website if:
17.2.1. you have materially breached any
provision of the Terms or any applicable law or
Stropro Operations reasonably believes or suspects
that you intend to breach any provision or
applicable law;
17.2.2. your conduct adversely impacts
Stropro Operations’ name or reputation or violates
the rights of Stropro Operations or those of another
party;
17.2.3. Stropro Operations is required to do
so by law;
17.2.4. Stropro Operations is transitioning
to no longer providing the Services to users in the
country in which you are resident or from which you
use the Services; or
17.2.5. the provision of the Services to you
by Stropro Operations is, in the opinion of Stropro
Operations, no longer commercially viable.
17.3. When the agreement between you and
Stropro Operations constituted under these Terms
comes to an end, all of the legal rights,
obligations and liabilities that you and Stropro
Operations have benefitted from, been subject to (or
which have accrued over time whilst the Terms have
been in force) or which are expressed to continue
indefinitely, shall be unaffected by this cessation,
and the provisions of this clause shall continue to
apply to such rights, obligations and liabilities
indefinitely.
18. Indemnity
18.1. You agree to indemnify Stropro
Operations, its affiliates, directors, employees,
agents, contributors, third party content providers
and licensors from and against:
18.1.1. all actions, suits, claims, demands,
liabilities, costs, expenses, loss and damage
(including legal fees on a full indemnity basis)
incurred, suffered or arising out of or in
connection with your use of the Website and/or our
Services;
18.1.2. any direct or indirect consequences
of you accessing, using or transacting through the
Website, using the Services or attempting to do so;
18.1.3. any material breach of the Terms or
the terms of issue of any financial product which we
have arranged for the Nominee to acquire and hold on
your behalf; and/or
18.1.4. any act of fraud or wilful misconduct
committed by you or a person acting on your behalf.
18.2. The indemnities in this clause survive
termination of the agreement between you and Stropro
Operations under the Terms.
19. Lawful and authorised use only
19.1. You may only use this Website for
lawful purposes and for the purposes explicitly
outlined and authorised in in these Terms. If you
are required to provide a username and password in
order to access or otherwise use any part of this
Website, you must keep that username and password
confidential and not provide them to anyone other
than us.
19.2. You are responsible for all activity
that takes place when your username and password
have been used to log in to the Website. You must
immediately inform us if you believe that there has
or may have been unauthorised access to your
account.
19.3. You are authorised to:
19.3.1. download and view content from the
Website;
19.3.2. register your interest in receiving
further information from us in relation to our
Services and opportunities to make we may offer to
you (or invite offers from you) in the future; and
19.3.3. use the software included in this
Website in doing this, for your own personal,
non-commercial use, provided that you keep intact
all copyright and other proprietary notices. You
must not, without our prior written permission,
exploit any of our Website materials for commercial
purposes.
19.4. Otherwise, you are not authorised,
without our prior written permission and the
permission of any other relevant rights owner, to
copy, broadcast, reproduce, republish, store (in any
medium), transmit, broadcast, distribute, show or
play in public, adapt or change in any way the
content of, or create a derivative work from, this
Website for any other purpose.
19.5. This prohibition does not extend to
materials on this Website which are expressed to be
freely available for re-use or replication, subject
to any conditions we specify.
20. General prohibitions
20.1. You must not use this Website, or any
tools or applications offered through this Website,
in a manner which, or up-load, post, transmit or
otherwise make available through this Website any
material which:
20.1.1. violates or infringes the rights of
others (including their intellectual property,
privacy and publicity rights);
20.1.2. is unlawful, threatening, abusive,
defamatory, invasive of privacy, vulgar, obscene,
profane or which may harass or cause distress or
inconvenience to, or incite hatred of, any person;
20.1.3. encourages conduct that would
constitute a criminal offence, give rise to civil
liability or otherwise violate any law;
20.1.4. restricts or inhibits any other user
from using or enjoying this Website;
20.1.5. affects the functionality or
operation of this Website or its servers or the
functionality or operation of any users’ computer
systems (for example, by transmitting a computer
virus or other harmful component, whether or not
knowingly); or
20.1.6. breaches any standards, content
requirements or codes of any relevant authority,
including authorities which require us to take
remedial action under any applicable industry code.
20.2. You must not use the Website to collect
any personal information on other individuals,
including related entities, or to upload personal
information of other individuals, including their
names, address, phone number, related entities or
any other identifying information or for any
unlawful purpose.
20.3. You, and your associates or related
bodies corporate must not violate, attempt or
procure another person to violate the security of
the Website. You must not ‘hack’ into the Website,
Stropro Operations information technology systems or
the information technology systems of other users of
the Website. “Hacking” means unauthorised access,
malicious damage and/or interference and includes,
without limitation, spamming, propagating viruses,
worms or other types of malicious programs,
deliberate attempts to overload a computer or
information technology system, broadcast attacks or
any other method designed to damage or interfere
with the operation of an information technology
system or website. For clarity, information
technology systems include desktop computers,
notebooks, laptops, servers and hosted digital
platforms.
21. Co-operation with authorities
21.1. We reserve the right to co-operate
fully with any law enforcement authority in any
jurisdiction in respect of a lawful direction or
request to disclose the identity or other
information about anyone posting materials on the
Website which the authority claims violates any
applicable law.
22. Dispute Resolution
22.1. If a dispute arises between you and
Stropro Operations out of or relates to the Terms,
neither party may commence any Tribunal or Court
proceedings in relation to the dispute, unless the
following clauses have been complied with (except
where urgent interlocutory relief is sought).
22.2. The party claiming a dispute
(“Dispute”) has arisen under the Terms must give
written notice to the other party detailing the
nature of the dispute, the desired outcome and the
action required to settle the Dispute (“Notice”).
22.3. On receipt of that Notice by that other
party, the parties to the Terms (“Parties”) must,
within 30 days of the Notice, endeavour in good
faith to resolve the Dispute expeditiously by
negotiation or such other means upon which they may
mutually agree.
22.4. If for any reason whatsoever, 30 days
after the date of the Notice, the Dispute has not
been resolved, the Parties must either agree upon
selection of a mediator or request that an
appropriate mediator be appointed by the President
of the Australian Mediation Association or his or
her nominee.
22.5. The Parties are equally liable for the
fees and reasonable expenses of a mediator and the
cost of the venue of the mediation and without
limiting the foregoing undertake to pay any amounts
requested by the mediator as a precondition to the
mediation commencing. The Parties must each pay
their own costs associated with the mediation.
22.6. The mediation will be held in Sydney,
New South Wales, Australia.
22.7. All communications concerning
negotiations made by the Parties arising out of and
in connection with this dispute resolution clause
are confidential and to the extent possible, must be
treated as “without prejudice” negotiations for the
purpose of applicable laws of evidence.
22.8. If 90 days have elapsed after the start
of a mediation of the Dispute and the Dispute has
not been resolved, either Party may ask the mediator
to terminate the mediation and the mediator must do
so.
23. Waiver or variation of rights
23.1. Any failure or delay by a party in
exercising a power or right (wholly or partially)
under these Terms does not operate as a waiver or
prevent that party from exercising that power or any
other power or right.
23.2. A party is not liable to the other
party for any lost, cost or expense that may have
been caused or contributed to by the failure, delay,
waiver or exercise of a power or right.
24. Powers, rights and remedies cumulative
24.1. Subject to anything expressly stated to
the contrary in these Terms, the powers, rights
and/or remedies of a party under these Terms are
cumulative and are in addition to any other powers,
rights and remedies of that party.
24.2. Nothing in these Terms merges,
extinguishes, postpones, lessens or otherwise
prejudicially affects any power, right or remedy
that a party may have at any time against the other
party to these Terms or any other person.
25. Force Majeure
25.1. If performance of these Terms or any
obligation under these Terms is prevented,
restricted or interfered with by causes beyond a
party’s reasonable control (Force Majeure), and the
affected party notifies the other party promptly in
writing of such occurrence, then the affected
party’s obligations will be suspended to the extent
necessary.
25.2. For the avoidance of doubt, an act or
omission will be deemed to be within a party’s
reasonable control if it is committed, omitted or
caused by the party or their employees, officers,
agents or affiliates.
25.3. Without limitation, the term “Force
Majeure” includes natural disasters, fire,
explosion, vandalism, storm or other similar
occurrence, orders or acts of military or civil
authority, national emergencies, insurrections,
riots, wars, strikes, lock-outs and work stoppages.
25.4. The affected party must use reasonable
efforts under the circumstances to avoid or remove
the causes of non-performance and must promptly
proceed to perform its obligations when the relevant
cause or causes cease or is or are removed.
26. Venue and Jurisdiction
26.1. The Website and the Services offered by
Stropro Operations are intended to be viewed by and
provided to residents of Australia. In the event of
any dispute arising out of or in relation to the
Website or the Services, you agree that the
exclusive venue for resolving any dispute shall be
in the courts of New South Wales, Australia.
27. Governing Law
27.1. The Terms are governed by the laws of
New South Wales, Australia. Any dispute,
controversy, proceeding or claim of whatever nature
arising out of or in any way relating to the Terms
and the rights created under the Terms shall be
governed, interpreted and construed by, under and
pursuant to the laws of New South Wales, Australia.
28. Severance
28.1. If any part of these Terms is found to
be void or unenforceable by a Court of competent
jurisdiction, that part shall be severed and the
rest of the Terms shall remain in force.