Terms and Conditions
Last Updated: 19 October 2021
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 email@example.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.
5.1. 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.
9.3. 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.
9.4.1. 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.
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.
16.1. 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.
17.1. 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 firstname.lastname@example.org
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.
18.1. 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.
28.1. 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.