Abaci Terms & Conditions

1. About the Application
1.1. Welcome to Abaci (the ‘Application’). The Application Type Hierarchy Design
Calculator (the ‘Services’).
1.2. The Application is operated by InTwo Digital (ABN 68 576 216 791). Access to
and use of the Application, or any of its associated Products or Services, is
provided by InTwo Digital. Please read these terms and conditions (the ‘Terms’)
carefully. By using, browsing and/or reading the Application, 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 Application, or any of its
Services, immediately.
1.3. InTwo Digital reserves the right to review and change any of the Terms by
updating this page at its sole discretion. When InTwo Digital 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
You accept the Terms by using or browsing the Application. You may also accept the
Terms by clicking to accept or agree to the Terms where this option is made available
to you by InTwo Digital in the user interface.
3. Copyright and Intellectual Property
3.1. The Application, the content and all of the related products of InTwo Digital are
subject to copyright. The material on the Application 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
Application (including but not limited to text, graphics, logos, button icons, video
images, audio clips, Application, code, scripts, design elements and interactive
features) or the content are owned or controlled for these purposes, and are
reserved by InTwo Digital or its contributors.
3.2. All trademarks, service marks and trade names are owned, registered and/or
licensed by InTwo Digital, who grants to you a worldwide, non-exclusive, royaltyfree,
revocable license whilst you are a Member to:
(a) use the Application pursuant to the Terms;
(b) copy and store the Application and the material contained in the Application
in your device’s cache memory; and
(c) print pages from the Application for your own personal and non-commercial
use.
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InTwo Digital does not grant you any other rights whatsoever in relation to the
Application or the content. All other rights are expressly reserved by InTwo
Digital.
3.3. InTwo Digital retains all rights, title and interest in and to the Application and all
related content. Nothing you do on or in relation to the Application will transfer
any:
(a) business name, trading name, domain name, trade mark, industrial design,
patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name,
trade mark or industrial design, or
(c) 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.
3.4. You may not, without the prior written permission of InTwo Digital 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
provided by these Terms. This prohibition does not extend to materials on the
Application which are freely available for re-use or are in the public domain.
4. Privacy
InTwo Digital takes your privacy seriously and any information provided through your
use of the Application and/or Services are subject to InTwo Digital’s Privacy Policy,
which is available at intwo.co/privacy.
5. General Disclaimer
5.1. 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.
5.2. Subject to this clause 5, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are
not expressly stated in the Terms are excluded; and
(b) InTwo Digital 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 content or these Terms (including as a result of not being able to
use 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.
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5.3. Use of the Application and the content is at your own risk. Everything on the
Application and the content 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 InTwo Digital make any express
or implied representation or warranty about the content or any products or
content (including the products or content of InTwo Digital) referred to on the
Application. This includes (but is not restricted to) loss or damage you might
suffer as a result of any of the following:
(a) 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;
(b) the accuracy, suitability or currency of any information on the Application,
the content, or any of its content related products (including third party
material and advertisements on the Application);
(c) costs incurred as a result of you using the Application, the content or any of
the products of InTwo Digital; and
(d) the content or operation in respect to links which are provided for your
convenience.
6. Limitation of liability
6.1. InTwo Digital’s total liability arising out of or in connection with the content or
these Terms, however arising, including under contract, tort (including
negligence), in equity, under statute or otherwise, will not exceed the resupply of
the content to you.
6.2. You expressly understand and agree that InTwo Digital, 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.
6.3. You acknowledge and agree that InTwo Digital holds no liability for any direct,
indirect, incidental, special consequential or exemplary damages which may be
incurred by you as a result of providing Your Content to the Application.
7. Termination of Contract
7.1. If you want to terminate the Terms, you may do so by providing InTwo Digital with
30 days’ notice of your intention to terminate by sending notice of your intention
to terminate to InTwo Digital via the ‘Contact Us’ link on our homepage.
7.2. InTwo Digital may at any time, terminate the Terms with you if:
(a) you have breached any provision of the Terms or intend to breach any
provision;
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(b) InTwo Digital is required to do so by law;
(c) InTwo Digital is transitioning to no longer providing the Services to
Members in the country in which you are resident or from which you use
the service; or
(d) the provision of the Services to you by InTwo Digital, is in the opinion of
InTwo Digital, no longer commercially viable.
7.3. Subject to local applicable laws, InTwo Digital 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 Application or the Services
without notice if you breach any provision of the Terms or any applicable law or if
your conduct impacts InTwo Digital’s name or reputation or violates the rights of
those of another party.
7.4. When the Terms come to an end, all of the legal rights, obligations and liabilities
that you and InTwo Digital 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.
8. Indemnity
8.1. You agree to indemnify InTwo Digital, its affiliates, employees, agents,
contributors, third party content providers and licensors from and against:
(a) 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 Content;
(b) any direct or indirect consequences of you accessing, using or transacting
on the Application or attempts to do so; and/or
(c) any breach of the Terms.
9. Dispute Resolution
9.1. 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).
9.2. 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.
9.3. Resolution:
On receipt of that notice (‘Notice’) by that other party, the parties to the Terms
(‘Parties’) must:
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(a) 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;
(b) 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;
(c) 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;
(d) The mediation will be held in New South Wales, Australia.
9.4. 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.
9.5. 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.
10. Venue and Jurisdiction
The Services offered by InTwo Digital is intended to be viewed by residents of
Australia. In the event of any dispute arising out of or in relation to the Application, you
agree that the exclusive venue for resolving any dispute shall be in the courts of New
South Wales, Australia.
11. Governing Law
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.
12. Independent Legal Advice
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
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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.
13. Severance
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.

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