In this agreement unless the context otherwise requires:

a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.

a reference to a person includes reference to that person’s successors, legal representatives, permitted assignments and any person to whom rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that person.

in the context of permission, “may not” in connection with an action of yours, means “must not”.

the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.

any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.

a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.

these terms and conditions apply to all supplies of Services by us. They prevail over any terms proposed by you.

this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

In this agreement unless the context otherwise requires:

In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.

Subject to these terms and conditions, we agree to provide to you some or all of the Services described on Our Website at the prices we charge from time to time.

You acknowledge that you understand exactly what is included in the Services and you are satisfied that the Services are suitable and satisfactory for your requirements.

So far as we allow use of our Intellectual Property, we grant a licence to you, limited to the terms set out in this agreement.

Our contract with you and licence to you last for one month from the start of payment. Any continuation by us or by you after the expiry of one month is a new contract under the terms then posted on Our Website. Your continued use of our Services after that shall be deemed acceptance by you of the changed Service, system and/or terms.

The contract between us comes into existence when we receive payment from you for a Service.

We may change this agreement and / or the way we provide the Services, including pricing, at any time. If we do:

When you visit Our Website, you accept responsibility for any action done by any person using your name, account or password and any person who you have granted access to use our services. You should take all necessary steps to ensure that passwords are kept confidential and secure and should inform us immediately if you have any reason to believe that a password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

You agree that you have provided and will maintain, accurate, up to date, and complete information about yourself, your business and any users added to your account. We are not responsible for any error made as a result of such information being inaccurate.

The prices payable for Services are clearly set out on Our Website.

The price charged for any Services may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.

Prices are inclusive of any applicable goods and services tax or other sales tax.

Any change to The Price, will be made as set out in section 3.7 of this agreement.

In order to access the Services, you must first register for an Account and then purchase a Subscription and pay the applicable subscription fee through the website.

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

The subscription period is stated on our website and renewal payments are made automatically.

At expiry of your 2IC TECH subscription we shall automatically take payment from your credit card of the sum specified for the service on our web site. A paid invoice and receipt will be emailed to you confirming your subscription.

At any time before expiry of your subscription, you may use the “Account” tab on Our Website to access your personal information and cancel payment renewal.

On cancelling your subscription, you will continue to have access to the Service until expiration of the current billing period.

Any Content you Post to Our Website, remains your property.

You grant us a limited license to process, store, and display your Content solely for the purpose of providing our services.

We do not claim ownership of your Content, nor will we use it for any purpose outside the scope of this Agreement without your explicit consent.

You are responsible for ensuring that your Content complies with applicable laws and does not infringe on third-party rights.

Your Account is considered to be inactive when Your Account has not been closed but You have not been subscribed to at least one 2IC TECH service, for 12 months or more.

We reserve the right to close Inactive Accounts. We will provide 30 days notice by email of of our intention to Close Your Inactive Account, using the email address of the Inactive Account.

During this notice period, you can choose to re-subscribe and access a Service and related Content, including the ability to download Content as described on Our Website.

Notwithstanding what is described in this section, or the termination or expiration of this Agreement, we may retain certain Content as required to comply with applicable legal, regulatory or statutory reporting obligations. Such retained Content shall continue to be subject to the confidentiality and security provisions of this Agreement and Our Privacy Statement.

Your Content will be retained within Our Website, until the following events occur:

we will delete your content within a reasonable timeframe, typically within 30 days, unless a longer retention period is required by law or necessary for legitimate business purposes (such as resolving disputes or enforcing our agreements). After this period, your Content will be permanently removed from our active systems; however, copies may persist in backup archives for a limited duration.

You should refer to Our Website for further information on downloading Your Content.

You are responsible for ensuring that Your Content is downloaded by You, prior to:

• You unsubscribing from Our Services.
• You closing Your Account
• Your Account becoming inactive.

You agree that your use of The Website must comply with all applicable laws, regulations, and industry standards.

If we incur any fines, penalties, legal costs, or other fees from a government authority, regulator, or third party due to your use of the Website, you agree to reimburse us for those costs.

We reserve the right to suspend or terminate your access to the Website and our Services if your use results in regulatory violations or financial liabilities for us.

We invite You to Post Content to Our Website in several ways and for different purposes. Those purposes may include Posting your Content via Services or via forums that we may provide from time to time. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law. These provisions apply to all users of Our Website.

We do not undertake to moderate or check every item Posted, but we do protect our business vigorously. If we believe Content Posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever way we can.

You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:

be unlawful, or tend to incite another person to commit a crime;

be obscene, offensive, threatening, violent, malicious or defamatory;

be sexually explicit or pornographic;

be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;

request or collect passwords or other personal information from another user without his permission, nor Post any unnecessary personal information about yourself;

be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose, or collecting information with the intention of passing it to a third party for their commercial use;

facilitate the provision of unauthorised copies of another person's copyright work;

link to any of the material specified in this paragraph;

Post excessive or repeated off-topic messages to any forum or group;

Hyperlinks, other than those specifically authorised by us;

the name, logo or trademark of any organisation other than that of You;

inaccurate, false, or misleading information.

For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.

We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.

If you are offended by any Content, the following procedure applies:

In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.

You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.

If you violate Our Website we shall take legal action against you.You now agree that you will not, and will not allow any other person to:

modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.

link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;

download any part of Our Website, that is not Your Content, without our express written consent;

collect or use any product listings, descriptions, or prices;

collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;

aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;

share with a third party any login credentials to Our Website;

Despite the above terms, we now grant a licence to you to:

You can evaluate the Services under a Free Trial, in accordance with this Agreement and the limitations of the trial, with no obligation to continue to use the Services.

This agreement may be terminated by:

by closing Your account in accordance with the instructions on our website. The termination will take effect immediately and there will be no refund.

Any termination of this agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled.

Termination by either party shall have the following effects:

In the event of such termination by us, we will within 30 days refund to you the balance of your cost outstanding for any Service, pro rata with time not elapsed;

There shall be no reimbursement or credit if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement.

For clarity, if payment of any invoice due in relation to use of our Services is not made in full by the relevant due date, We may suspend or terminate Your use of the Service, the authority for You to use the Service, or Your rights of access to all or any Data.

If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.

You acknowledge that the Services may also be interrupted for many reasons beyond our control.

You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.

You agree that at all times you will:

not cause or permit anything which may damage or endanger our title to the Intellectual Property;

notify us of any suspected infringement of the Intellectual Property;

indemnify us for any loss or expense arising from your misuse of the Intellectual Property;

on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by us in writing;

not use any name or mark similar to or capable of being confused with any name or mark of ours;

not use any name or mark similar to or capable of being confused with any name or mark of ours;

so far as concerns software provided or made accessible by us to you, you will not:

not use the Intellectual Property except directly in our interest.

The law differs from one country to another. This paragraph applies so far as the applicable law allows.

All implied conditions, warranties and terms are excluded from this agreement.

Our Website and Services are provided “as is”. We make no representation or warranty that our Services will be:

Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website.

We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.

We accept no responsibility for:

You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services concerned.

We shall not be liable to you for any loss or expense which is:

This paragraph (and any other paragraph which excludes or restricts our liability) applies to our partners, directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.

Nothing in this agreement excludes liability for a party's fraud.

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

your failure to comply with the law of any country;

your breach of this agreement;

any act, neglect or default by any agent, employee, licensee or customer of yours;

a contractual claim arising from your use of the Services

a breach of the intellectual property rights of any person.

For the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at $100.00 per hour without further proof.