Terms & Conditions

Updated: 1st September 2020

1.              About the Website

1.1.   Welcome to https://portal.bronid.com/ (the 'Website'). The Website provides Identity Verification, Watchlist screening, risk assessment and other AML/CTF compliance services (the 'Services').

1.2.   The Website is operated by BRONTECH PTY. LTD. (ABN 16 613 400 623) trading as BRONID. Access to and use of the Website, or any of its associated Products or Services, is provided by BRONID. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.

1.3.   BRONID reserves the right to review and change any of the Terms by updating this page at its sole discretion. When BRONID 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. Before you continue, we recommend you keep a copy of the Terms for your records.

2.              Acceptance of the Terms

2.1.   You accept the Terms by using the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by BRONID in the user interface.

3.              Subscription to use the Services

3.1.   In order to access the Services, you must first purchase a subscription through the Website (the 'Subscription') and pay the applicable fee for the selected Subscription (the 'Subscription Fee').

3.2.   In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.

3.3.   Once you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the Services (the ' Account').

3.4.   As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

3.4.1.          Email address

3.4.2.          Preferred username

3.4.3.          Mailing address

3.4.4.          Telephone number

3.4.5.          Password

3.4.6.          Company Name

3.4.7.          ABN/ACN

3.5.   You warrant that any information you give to BRONID in the course of completing the registration process will always be accurate, correct and up to date.

3.6.   Once you have completed the registration process, you will be a registered member of the Website ('Member') and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the 'Subscription Period').

3.7.   You may not use the Services and may not accept the Terms if:

3.7.1.          you are not of legal age to form a binding contract with BRONID; or

3.7.2.          you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

4.              Your obligations as a Member

4.1.   As a Member, you agree to comply with the following:

4.1.1.          you will use the Services only for purposes that are permitted by:

4.1.2.          the Terms; and

4.1.3.          any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

4.2.   you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

4.3.   any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify BRONID of any unauthorized use of your password or email address or any breach of security of which you have become aware;

4.4.   access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of BRONID providing the Services;

4.5.   you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of BRONID and the compliance with the AML/CTF laws and regulations;

4.6.   you will not use the Services or Website for any illegal and/or unauthorized use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website;

4.7.   you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by BRONID for any illegal or unauthorized use of the Website; and

4.8.   you acknowledge and agree that any automated use of the Website or its Services is prohibited.

5.              Provision of the Services

5.1.   BRONID will provide you with the Services detailed in the Subscription in accordance with the terms set out in these Terms of Use.

5.2.   BRONID will use reasonable endeavours to provide the Services in accordance with any timetable agreed with you. However, you acknowledge and accept that any dates given by BRONID are estimates only and that delivery of the Services will be dependent upon your timely cooperation with BRONID as well as other factors outside of BRONID’s reasonable control.

5.3.   You acknowledge and accept that occasionally BRONID, in providing the Services, may be required to:

5.3.1.          change the technical specification of the Services for operational reasons; however, BRONID will ensure that any change to the technical specification does not materially reduce or detrimentally impact the performance of the Services;

5.3.2.          give you instructions which it reasonably believes are necessary for reasons of health, safety, or the quality of any Services provided by BRONID, and you shall comply with such instructions; and

5.3.3.          suspend the Services for operational reasons such as repair, maintenance or improvement or because of an emergency, in which case BRONID will give you as much online, written or oral notice as possible and shall ensure that the Services are restored as soon as possible following suspension.

5.4.   You shall be responsible for:

5.4.1.          ensuring that you have a minimum of one System Administrator who is familiar with the use of the Services and can act as the first point of contact for all Permitted Users of the Services;

5.4.2.          informing BRONID of any changes to your System Administrator’s contact details without undue delay;

5.4.3.          providing the telecommunications and network services and correctly configured hardware and other equipment needed to connect to the Services;

5.4.4.          the configuration and management of access to the Services, including the configuration of your network, firewall, DNS, routers, personal computers and User Profile; e. obtaining BRONID’s prior written consent to any integration of the Services into a website or call centre application which you may wish to undertake (with such consent not to be unreasonably withheld); and f. any work required for any integration approved by BRONID.

5.5.   You must inform BRONID, without undue delay, of any changes to the information which you supplied within the Subscription.

6.              Use of the Services

6.1.   You shall comply with these Terms and all relevant Additional Terms where applicable.

6.2.   You must ensure that any software, equipment and materials which are used with the Services:

6.2.1.          are connected and used in accordance with any instructions and security procedures specified by BRONID;

6.2.2.          are technically compatible with the Services and meet the minimum technical specifications detailed in the Subscription.

6.3.   You shall only access the Services as permitted by BRONID and shall not attempt at any time to circumvent system security or access the source software or compiled code.

6.4.   The Services are provided solely for your internal business purpose, and as part of this service, you may share the information with your clients. You must not resell or attempt to resell the Services (or any part or facility of it, including the Output Material) to any third party without first entering into an appropriate agreement signed by an authorized representative of BRONID.

6.5.   You must not use the Services for the purposes of verifying the identity of Data Subjects where you do not have the relevant permission or consent from the Data Subject in accordance with the Privacy and Data Protection Requirements.

6.6.   The Services are protected by Intellectual Property Rights. You must not copy, store, adapt, modify, transmit, or distribute the Services except to Permitted Users or permit anyone else to do the same.

6.7.   You shall be responsible for the creation, maintenance, and design of all Member Information.

6.8.   You warrant that you shall comply with all applicable legislation, instructions, and guidelines issued by regulatory authorities, relevant licenses, and any other codes of practice that apply to you and your use of the Services, including those which relate to the provision of Member Information.

6.9.   You are responsible for the acts and omissions of all Permitted Users of the Services and are liable for any failure by a Permitted User to perform or observe these Terms.

6.10.                  If you use the Services in contravention of this clause, and the contravention is not remedied within 10 business days, then BRONID shall be entitled to treat the contravention as a material breach of these Terms and terminate your Subscription.

7.              Security

7.1.   You are responsible for the security and proper use of all user identities (“User IDs”) and passwords used in connection with the Services (including changing passwords on a regular basis).

7.2.   You shall take all reasonably necessary steps to ensure that User IDs are kept confidential, secure, are used properly, and are not disclosed to any unauthorized parties. For the avoidance of doubt, you will be responsible for all Charges for the Services where your User ID has been used to access the Services.

7.3.   You must immediately inform BRONID if there is any reason to believe that a User ID or password has or is likely to become known to someone not authorized to use it or is being or is likely to be used in an unauthorized way.

7.4.   BRONID reserves the right to suspend the User ID and password access to the Services if at any time BRONID reasonably considers that there is or is likely to be a breach of security or misuse of the Services and/or to require you to change any or all of the passwords used by you in connection with the Services.

8.              Data protection

8.1.   By using the Services, you agree to comply with all applicable privacy and data protection laws and regulations.

8.2.   BRONID may process your Personal Data on your behalf, and in doing so, we will:

8.2.1.          follow your instructions with regard to the processing of your Personal Data;

8.2.2.          provide you with an electronic copy of all Personal Data processed;

8.2.3.          take reasonable steps to ensure the reliability of all BRONID employees who have access to your Personal Data;

8.2.4.          implement appropriate technical and organisational measures to protect against unauthorized or unlawful processing of Personal Data, accidental loss or destruction of Personal Data, or damage to Personal Data;

8.2.5.          cooperate with your reasonable requests to enable you to comply with your legal obligations which arise as a result of the exercise of individual rights or as a result of any assessment, inquiry, notice, or investigation by any regulatory or legal body.

8.3.   You are responsible for obtaining the informed consent of any Data Subjects whose Personal Data is provided to BRONID as part of your information prior to using the Services. You must create and maintain an audit trail of all informed consents received from each Data Subject.

8.4.   You must ensure that the consent provided by a Data Subject complies with the Privacy and Data Protection Requirements and is sufficient to allow BRONID to access, use, store, transfer, and process the Data Subject's Personal Data in accordance these Terms.

8.5.   The consent wording must include reference to the fact that Personal Data may be transferred outside of Australia, where appropriate and relevant for the provision of the Services, for identity verification or checking purposes. You acknowledge that those countries outside of Australia may not have protections in place for Personal Data as extensive as those within Australia.

8.6.   BRONID relies on you for direction as to the extent to which it is entitled to process any Personal Data provided to it by you. Consequently, BRONID will not be liable for any claim brought by an individual (whose Personal Data is provided to BRONID by you) arising from the processing of Personal Data undertaken by BRONID in accordance with instructions given to it by you or in the provision of the Services in these Terms.

9.              Audit rights

9.1.   As part of our commitment to comply with the requirements of our third-party Data Providers and regulatory bodies, we include a right of audit in all our Client agreements and terms of use. The following provisions of this clause 12 are to give effect to that requirement.

9.2.   We reserve the right to conduct an on-site audit or appoint a third-party auditor to conduct an on-site audit of your premises used in connection with the Services. We will provide reasonable prior written notice to you and have reasonable grounds to conduct such an audit for the purpose of investigating your compliance with your obligations under these Terms of Use.

9.3.   We will not carry out audits on your premises more than once per year of this Terms unless we reasonably believe that you are in material breach of these Terms of Use or unless we are required to do so by any regulatory body or third-party supplier engaged in connection with the Services. We or our auditor may be accompanied by representatives of any such regulatory body or third-party supplier in respect of any such audit imposed on us.

9.4.   We will conduct all audits in a manner that does not materially disrupt, delay, or interfere with your performance of your business, and we will carry out the audit at our expense or the expense of our third-party suppliers. If the audit reveals a breach of these Terms of Use by you, you shall reimburse us or our third-party suppliers for the full cost of the audit.

9.5.   You shall provide us (or any regulatory body or third-party supplier as relevant) with full access to your premises, employees, computers, IT systems, and records as required for the purpose of any such audit.

9.6.   Before undertaking an audit under this clause, we shall submit questions regarding your performance of your obligations under these Terms of Use. You shall respond to these questions within 14 days of receiving such a request. The submission of questions under clause this clause will not prejudice our audit rights under this clause.

10.           Your acknowledgements

10.1.                  By using the Services, you acknowledge that these terms and conditions govern your use of the Services, and that additional terms and conditions apply to the use of the data transmitted as part of the Services. Accordingly:

10.1.1.       If you are an existing subscriber to one or more of the Proprietary Databases, the terms and conditions of use applicable to those Proprietary Databases will continue to apply to your use within the provision of these Services.

10.1.2.       If, pursuant to the IDV Rules, you request BRONID to use other Databases in providing the Services, the terms and conditions of use of those Databases will apply, in addition to these terms.

10.1.3.       If, pursuant to the IDV Rules, you request BRONID to use Third-Party Databases in providing the Services, the terms and conditions of use of those Third-Party Databases will apply to you (where applicable), in addition to these terms.

10.2.                  If a third-party Data Provider imposes any restrictions or conditions of use on you pursuant to that third-party Data Provider's agreement with BRONID, we reserve the right to impose these conditions on you, and you agree to comply with them.

10.3.                  You are responsible for obtaining the consent of each Data Subject for the provision of the Services.

10.4.                  You acknowledge that the terms and conditions of Third-Party Databases may require an Data Subject to conduct identity verification in their own name. You must obtain the authority of the Data Subject for BRONID to act as the Data Subject's agent in accessing Third-Party Databases for identity verification.

11.           Your obligations

11.1.                  You will dispatch Service Requests to the Services as Applications are made and not, unless instructed by BRONID, in batches or in a way that is otherwise likely to disrupt BRONID's provision of the Services. Specifically, you must not at any time process more than 500 transactions per hour.

11.2.                  Without limiting your obligations under these Terms of Use, you must:

11.2.1.       Not use the Services, Service Materials, or any other data generated by the use of the Services for any purpose other than the Approved Purpose;

11.2.2.       Not resell the Services, Service Materials, or any other data generated by the use of the Services (whether or not other information or services are added to it and whether or not it is incorporated into another service or other data);

11.2.3.       Not change, delete or alter the data contained in the metadata fields of the data provided by BRONID as part of the Services (though this shall not prevent you from adding to such data); and

11.2.4.       Comply with other reasonable product compliance requirements, which BRONID may notify you of from time to time.

11.3.                  You are solely responsible for maintaining regular backups of all your data associated with the Services. You acknowledge that BRONID may disclose to its third-party suppliers for identity verification purposes only. You are responsible for ensuring that you have appropriate consents in place to support such disclosure.

11.4.                  The parties acknowledge that the AML/CTF Act, among other regulations, places certain obligations on you in relation to identifying and verifying the identity of your customers, reporting, and record-keeping. You acknowledge that while the Services provided by BRONID under these Terms of Use assist you to comply with the AML/CTF Act, the obligation to comply with this legislation remains with you.

12.           Exclusion of Data Provider's liability

12.1.                  BRONID makes no warranties or representations about information sourced from third parties that is provided under the Services, or its reliability, accuracy, completeness, or currency, and excludes all liability for any loss or damage in relation to the accuracy, completeness, currency, or quality of information sourced from third parties that is provided under the Services.

12.2.                  You acknowledge and agree that the Services (including, for the avoidance of doubt, its content) is provided "as is", "as available", and with all faults and is provided without any covenants, promises, or guarantees as to accuracy, functionality, performance, merchantability, system integration, data accuracy, or fitness for any purpose. Any conditions, terms, or warranties as to the same implied or imposed by statute or common law are hereby excluded to the fullest extent permitted by law.

12.3.                  To the extent permitted by law, BRONID limits its liability in respect of any failure to comply with a statutory guarantee which cannot be excluded to the resupply of services or the cost of resupplying the services.

13.           Payment

13.1.     Where the option is given to you, you may make payment of the Subscription Fee by way of:

13.1.1.       PayPal ('PayPal')

13.1.2.       Credit Card

13.1.3.       Invoice

13.2.        All payments made in the course of your use of the Services are made using Braintree. In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the Braintree terms and conditions which are available on their Website.

13.3.        You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.

13.4.        You agree and acknowledge that BRONID can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription Period.

14.           Refund Policy

14.1.          BRONID will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services or if the manager of BRONID makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances . Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the 'Refund').

15.           Copyright and Intellectual Property

15.1.          The Website, the Services and all of the related products of BRONID 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 Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by BRONID or its contributors.

15.2.            All trademarks, service marks and trade names are owned, registered and/or licensed by BRONID, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:

15.2.1.       use the Website pursuant to the Terms;

15.2.2.       copy and store the Website and the material contained on the Website in your device's cache memory;

15.2.3.       copy and store the output material contained on the Website in your device's; and

15.2.4.       print pages from the Website for your own personal and non-commercial use.

15.3.                  BRONID does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by BRONID.

15.4.                  BRONID retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:

15.4.1.       business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

15.4.2.       a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

15.4.3.       a 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.

15.4.4.       You may not, without the prior written permission of BRONID 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 Services or third party Services for any purpose, unless otherwise provided 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.

16.           Privacy

16.1.                  If, as a result of these Terms of Use, you are able to access any information about identifiable individuals held by or on behalf of BRONID (and the BRONID Group Companies), then you:

16.1.1.       Must comply with all applicable Privacy Laws and such other data protection laws as may be in force from time to time which regulate the collection, storage, use, and disclosure of information, as if it were regulated by these laws;

16.1.2.       Must comply with any privacy code or policy which has been adopted by BRONID and is available on the Website as if you were bound by that code or policy;

16.1.3.       Must comply with any direction by BRONID that is consistent with the laws, codes, and policies referred to in paragraphs (a) and (b) above;

16.1.4.       Must not do any act or engage in any practice that would breach the Privacy Laws or cause BRONID to breach the Privacy Laws;

16.1.5.       Must take all steps which are reasonable in the circumstances to protect any Personal Information held by you in connection with these Terms of Use from misuse, interference or loss, and from unauthorized access, modification, or disclosure;

16.1.6.       Must not transfer any Personal Information provided by BRONID in connection with these Terms of Use to a country or territory outside of Australia, without BRONID’s prior written consent;

16.1.7.       Must immediately notify BRONID if you become aware of a breach of the Privacy Law in connection with these Terms of Use and notwithstanding any other provision of these Terms of Use, will take steps to remedy the breach immediately;

16.1.8.       Must comply with any reasonable direction of BRONID to observe any recommendation of any government body relating to acts or practices of yours that the government body considers to be in breach of the obligations of this clause; and

16.1.9.       Must indemnify BRONID and any Related Body Corporate from any loss or damage caused or contributed to by your failure to comply with the Privacy Laws.

17.           General Disclaimer

17.1.          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.

17.2.          Subject to this clause, and to the extent permitted by law:

17.2.1.       all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

17.2.2.       BRONID will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

17.3.                  Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of BRONID make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of BRONID) referred to on the Website. includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

17.4.                  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 unauthorized access to records;

17.5.                  the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);

17.6.                  costs incurred as a result of you using the Website, the Services or any of the products of BRONID; and

17.7.                  the Services or operation in respect to links which are provided for your convenience.

18.           Limitation of liability

18.1.                  BRONID's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

18.2.                  You expressly understand and agree that BRONID, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

19.           Termination of Contract

19.1.         The Terms will continue to apply until terminated by either you or by BRONID as set out below.

19.2.        If you want to terminate the Terms, you may do so by:

19.2.1.       providing BRONID with 30 days' notice of your intention to terminate; and

19.2.2.       closing your accounts for all of the services which you use, where BRONID has made this option available to you.

19.2.3.       Your notice should be sent, in writing, to BRONID via the 'Contact Us' link on our homepage or info@bronid.com.

19.2.4.       BRONID may at any time, terminate the Terms with you if:        you have breached any provision of the Terms or intend to breach any provision;        BRONID is required to do so by law;        the provision of the Services to you by BRONID is, in the opinion of BRONID, no longer commercially viable.

19.2.5.       Subject to local applicable laws, BRONID reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts BRONID's name or reputation or violates the rights of those of another party.

20.           Indemnity

20.1.                  You agree to indemnify BRONID, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

20.1.1.       pall 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 Content;

20.1.2.       any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or

20.1.3.       any breach of the Terms.

21.           Dispute Resolution

21.1.         Compulsory: If a dispute arises out of or relates to the Terms, either party may not 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).

21.2.          Notice: A party to the Terms 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.

21.3.          Resolution: On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:

21.3.1.       Within 90 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;

21.3.2.       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;

21.3.3.       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 pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

21.4.         The mediation will be held in Sydney, Australia.

21.4.1.       Confidential: 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.

21.4.2.       Termination of Mediation: If 3 months 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.

22.           Venue and Jurisdiction

22.1.          The Services offered by BRONID is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

23.           Governing Law

23.1.         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 hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

24.           Independent Legal Advice

24.1.         Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

25.           Severance

25.1.          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.