SOLVi General Terms and Conditions

These General Terms and Conditions (Terms) apply to your access to and use of the website at solvi.com.au, its subdomains, and any related online platforms, social media channels, messaging channels, podcasts, content, online consultations, booking systems, and other digital services made available by SOLVi Pty Ltd ABN 16 658 861 182 (SOLVi, we, us or our) (Online Services).

By accessing or using any part of the Online Services, you agree to be bound by these Terms.

If you do not agree to these Terms, you must not access or use the Online Services.

2.1 Changes to the Online Services

We may change, suspend, or discontinue any part of the Online Services from time to time, including to:

• (a) maintain, secure, repair, or improve the Online Services;
• (b) comply with legal or regulatory requirements;
• (c) respond to operational, technical, security, or commercial needs; or
• (d) update features, functionality, or content.

Where reasonably practicable, we will give prior notice of any material change, suspension, or discontinuance that is likely to adversely affect your use of the Online Services.

2.2 Changes to these Terms

We may amend these Terms from time to time. If we make a material change, we will publish the updated Terms on our website and may also notify you by email or through your account, where applicable.

Any amendment takes effect from the date stated in the updated Terms. If you continue to use the Online Services after that date, you are taken to have accepted the amended Terms.

2.3 Accrued Rights

Any amendment to these Terms will not affect rights and liabilities accrued before the effective date of the amendment.

You may use the Online Services only for lawful purposes and in accordance with these Terms.

You must not use the Online Services:

• (a) in breach of any law or regulation;
• (b) to transmit unlawful, misleading, deceptive, defamatory, offensive, or infringing material;
• (c) to interfere with, disrupt, or compromise the security, integrity, or performance of the Online Services;
• (d) to distribute malware, viruses, or other harmful code;
• (e) to send unsolicited promotions or spam;
• (f) to impersonate any person or entity or misrepresent your affiliation with any person or entity;
• (g) to scrape, data-mine, harvest, or extract data from the Online Services by automated means, unless we have given prior written consent; or
• (h) for any purpose that we reasonably notify you is prohibited.

Unless we expressly agree otherwise in writing, you must not use the Online Services to provide legal, financial, or other professional advice to third parties using our content as your own.

To access some parts of the Online Services, we may require you to create an account and provide information including your name, contact details, and other requested information.

You must ensure that all information you provide to us is accurate, current, and complete, and you must keep it up to date.

We may require you to verify or re-verify your identity and to provide documents or information reasonably requested by us for security, compliance, fraud prevention, or operational purposes.

You are responsible for maintaining the confidentiality of your account credentials and for all activity carried out through your account, except to the extent caused by our breach of these Terms, negligence, or misconduct.

You must notify us promptly if you become aware of any unauthorised access to or use of your account.

We may suspend or terminate your access to all or part of the Online Services immediately if we reasonably believe:

• (a) you have breached these Terms;
• (b) your use of the Online Services is unlawful, fraudulent, abusive, or creates a security or reputational risk;
• (c) suspension is reasonably necessary to protect the Online Services, our business, our users, or third parties; or
• (d) we are required to do so by law.

Where reasonably practicable, we will notify you of the suspension or termination and the reason for it.

You may stop using the Online Services at any time.

Unless expressly stated otherwise, all text, images, audio, video, graphics, downloads, resources, and other material made available through the Online Services (Content) is provided for general information only.

Content made available through the Online Services:

• (a) may not be suitable for your particular circumstances;
• (b) is not legal, financial, or other professional advice; and
• (c) should not be relied on as a substitute for obtaining advice tailored to your circumstances.

You are responsible for assessing the accuracy, completeness, and suitability of any Content for your own needs.

7.1 Fees

You must pay all fees and charges specified on the Online Services, at the time of purchase, or otherwise agreed in writing.

Unless stated otherwise, all fees are in Australian dollars and are inclusive of GST where required by law.

7.2 Change of Mind

Subject to clause 7.3, payments made for the Online Services are non-refundable for change of mind.

7.3 Rights That Cannot Be Excluded

Nothing in these Terms excludes, restricts, or modifies any rights or remedies you may have under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted, or modified.

7.4 Refunds, Credits and Resupply

We may, acting reasonably, offer a refund, credit, resupply, rescheduling, or other remedy where:

• (a) we cancel a paid service and do not provide a reasonable substitute;
• (b) a paid service is unavailable for reasons within our reasonable control and cannot be resupplied within a reasonable time; or
• (c) we are required to do so by law.

7.5 Consultations and Booking Services

If you purchase an online consultation or booking-based service, any cancellation, rescheduling, refund, credit, attendance, or lateness rules notified to you at the time of booking will also apply.

We or our licensors own all rights, title, and interest in the Online Services and the Content, including all intellectual property rights.

Nothing in these Terms transfers any intellectual property rights to you, except for the limited right to access and use the Online Services in accordance with these Terms.

You must not, without our prior written consent:

• (a) reproduce, republish, modify, adapt, distribute, communicate, sell, licence, or exploit any part of the Online Services or Content;
• (b) reverse engineer, decompile, disassemble, or attempt to derive source code from any part of the Online Services, except to the extent permitted by law and incapable of exclusion; or
• (c) remove, alter, or obscure any proprietary notice.

If you submit, upload, post, transmit, or otherwise make available any information, comments, materials, files, feedback, or other content through the Online Services (User Content), you:

• (a) warrant that you have the right to do so;
• (b) warrant that the User Content does not infringe any person's rights or breach any law; and
• (c) grant us a non-exclusive, worldwide, royalty-free, transferable, sublicensable licence to host, store, reproduce, use, communicate, adapt, and display that User Content to the extent reasonably required to operate, administer, improve, and promote the Online Services and our business.

You remain responsible for your User Content.

We may remove or disable access to User Content if we reasonably believe it breaches these Terms or exposes us or any other person to risk.

If you provide us with comments, suggestions, ideas, enhancement requests, recommendations, or other feedback about the Online Services (Feedback), you agree that:

• (a) we may use that Feedback without restriction or compensation to you; and
• (b) to the extent necessary to give effect to paragraph (a), you assign to us all rights, title, and interest in that Feedback, including intellectual property rights.

These Terms are subject to our Privacy Policy, which is incorporated by reference.

By using the Online Services, you consent to our collection, use, storage, and disclosure of personal information in accordance with our Privacy Policy.

If you provide us with personal information about another person, you warrant that you have the right to do so and that you have made that person aware of our Privacy Policy where required by law.

If you collect, receive, store, access, or otherwise handle personal information through or in connection with the Online Services, you must comply with all applicable privacy and data protection laws.

We will take reasonable steps to protect personal information handled by us through the Online Services in accordance with applicable law and our Privacy Policy.

The Online Services may contain links to third party websites, platforms, booking systems, payment processors, integrations, or content (Third Party Services).

We do not control and are not responsible for Third Party Services, their availability, content, terms, privacy practices, or performance, except to the extent responsibility cannot lawfully be excluded.

Your use of Third Party Services may be subject to separate terms and policies imposed by the relevant third party.

If you acquire goods or services from a third party, you are dealing directly with that third party and we are not a party to that transaction unless expressly stated otherwise.

We do not guarantee that the Online Services will always be available, uninterrupted, error-free, secure, or free from defects.

Access to the Online Services may be affected by maintenance, outages, network issues, third party services, software failures, cyber incidents, or other matters beyond our reasonable control.

You are responsible for ensuring that your systems, devices, internet connection, and security settings are suitable for accessing the Online Services.

You must keep confidential any non-public information made available through the Online Services that a reasonable person would understand to be confidential, including non-public content relating to other users.

This clause does not apply to information that:

• (a) is or becomes public other than through a breach of these Terms;
• (b) was lawfully known to you before disclosure; or
• (c) must be disclosed by law or court order.

If you become aware of any unauthorised disclosure of confidential information obtained through the Online Services, you must notify us promptly.

15.1 General

The Online Services are provided on an "as is" and "as available" basis.

While we use reasonable care and skill in supplying the Online Services, we do not promise that the Online Services will be uninterrupted, error-free, secure, or suitable for every purpose.

15.2 General Information Only

Unless expressly stated otherwise, any Content made available through the Online Services is provided for general information only and is not legal, financial, or other professional advice.

You are responsible for assessing whether the Online Services and any Content are appropriate for your circumstances.

15.3 Third Party Content and Services

The Online Services may include content, links, integrations, or services supplied by third parties. We do not control and are not responsible for third party content or third party services, except to the extent responsibility cannot lawfully be excluded.

15.4 Statutory Rights Preserved

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, statutory guarantee, or other right or remedy conferred by law, including under the Australian Consumer Law, that cannot lawfully be excluded, restricted, or modified.

16.1 Exclusion of Certain Loss

To the maximum extent permitted by law, and subject to clause 16.4, we exclude all liability for any loss of profit, loss of revenue, loss of opportunity, loss of data, loss of goodwill, and any indirect, special, or consequential loss arising out of or in connection with the Online Services or these Terms.

16.2 Liability Cap

To the maximum extent permitted by law, our aggregate liability to you arising out of or in connection with the Online Services or these Terms, whether in contract, tort (including negligence), statute, or otherwise, is limited to the greater of:

• (a) the total amount paid by you to us for the relevant Online Services in the 12 months before the event giving rise to the claim; and
• (b) AUD $100.

16.3 Remedies Where Liability Cannot Be Excluded

Where liability cannot be excluded but can be limited under law, our liability is limited, at our option, to:

• (a) resupplying the relevant services; or
• (b) paying the cost of having the relevant services resupplied.

16.4 Non-Excludable Rights

Nothing in these Terms limits or excludes liability for any right or remedy that cannot lawfully be limited or excluded, including under the Australian Consumer Law.

You indemnify us, and our officers, employees, contractors, agents, and representatives, against any loss, damage, liability, cost, or expense (including reasonable legal costs) suffered or incurred arising out of a third party claim to the extent that claim results from:

• (a) your breach of these Terms;
• (b) your unlawful use of the Online Services;
• (c) any User Content submitted, posted, uploaded, or transmitted by you infringing a third party's intellectual property rights, privacy rights, or other rights; or
• (d) your fraudulent, misleading, or wilfully wrongful conduct.

This clause does not apply to the extent that the relevant loss was caused or contributed to by our breach of these Terms, negligence, or wilful misconduct.

To the maximum extent permitted by law, you release us and our officers, employees, contractors, agents, and representatives from liability for any claim arising from:

• (a) your use of Third Party Services;
• (b) any dealings, disputes, or transactions between you and a third party; and
• (c) any unauthorised access to or alteration of your transmissions or data by a third party,

except to the extent the relevant liability arises from our breach of these Terms, negligence, wilful misconduct, or liability that cannot lawfully be excluded.

We may give you notices and other communications by email to the email address associated with your account, by posting a notice through the Online Services, or by any other method permitted by law.

You are responsible for keeping your contact details current.

A notice sent by email is taken to be received when it enters the recipient's information system, unless the sender receives an automated message that the email was not delivered.

On suspension, termination, or expiry of your access to the Online Services:

• (a) your right to access and use the Online Services immediately ceases to the extent specified by us;
• (b) we may deactivate or delete your account, subject to any legal obligation to retain information;
• (c) any fees accrued before suspension or termination remain payable; and
• (d) any provision of these Terms which by its nature is intended to survive termination will continue, including clauses relating to intellectual property, confidentiality, disclaimers, liability, indemnity, release, notices, and accrued rights.

21.1 Entire Agreement

These Terms set out the entire agreement between you and us in relation to their subject matter and supersede all prior discussions, representations, understandings, and agreements in relation to that subject matter.

21.2 Governing Law

These Terms are governed by the laws of Queensland, Australia.

You and we submit to the non-exclusive jurisdiction of the courts of Queensland, Australia.

21.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be read down to the extent necessary or, if that is not possible, severed, and the remaining provisions will continue in full force and effect.

21.4 Waiver

A failure or delay by either party to exercise a right, power, or remedy does not operate as a waiver of that right, power, or remedy.

A waiver is only effective if it is in writing.

21.5 Assignment

You must not assign, transfer, or otherwise deal with your rights or obligations under these Terms without our prior written consent.

We may assign or transfer our rights and obligations under these Terms as part of a business restructure, sale, transfer of assets, or by operation of law.

21.6 Interpretation

In these Terms, unless the context requires otherwise:

• (a) the singular includes the plural and vice versa;
• (b) a reference to a person includes an individual, company, partnership, trust, association, authority, and any other legal entity;
• (c) a reference to legislation includes any amendment, replacement, re-enactment, and subordinate legislation made under it;
• (d) including and similar expressions are not words of limitation; and
• (e) headings are for convenience only and do not affect interpretation.