1. any errors in or omissions from the Services;
2. the unavailability or interruption to the supply of the Services;
3. the Member's use or misuse of the Services (regardless of whether the Member received any assistance from the ARA in using or misusing the Service);
4. the content of the Member's materials;
5. loss of or damage to the Member's materials;
6. the Member's use of any equipment in connection with the Services;
7. any delay or failure in performance beyond the reasonable control of the ARA or PeopleInsite;
8. any negligence of PeopleInsite or the ARA or its employees, contractors or agents in connection with the Services.

1. the breach or threatened breach by either party of any of its obligations under this agreement;
2. the appointment of any type of insolvency administrator in respect of the property or affairs of either party;
3. the entry or proposed entry by either party into any scheme, composition or arrangement with any of its creditors;
4. the permanent discontinuance of the PeopleInsite on-line services; or
5. any event described in this Agreement as a terminating event.

1. the parties must discuss the dispute initially with a view to settling the dispute on an amicable basis;
2. if the parties fail to reach agreement within thirty (30) days of the dispute arising the dispute must be referred to mediation;
3. the parties will agree on the appointment of a competent mediator, such mediator to hold registration with the relevant professional association and have at least five (5) years' experience in the relevant field;
4. if the parties cannot agree to the appointment of a mediator within ten (10) business days of the day referred to in paragraph (b), above, the parties must ask the President of the Law Society of New South Wales to nominate a suitably experienced and qualified person;
5. the parties must co-operate to the extent necessary to enable the mediator to settle the dispute within twenty-eight (28) days of appointment;
6. any mediation process between the parties will be conducted by teleconference at a mutually convenient time;
7. the determination of a mediator or any agreement reached by the parties as a result of the mediation will be binding upon the parties.

1. is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and
2. supersedes any prior agreement or understanding on anything connected with that subject matter.

1. in writing (by pre-paid post), facsimile or electronic communication (subject to satisfactory evidence of receipt of such facsimile or electronic communication); and
2. addressed to the details of the recipient advised by the other party.

1. if sent by pre-paid post, five (5) days after the date of posting; and
2. if sent by facsimile or electronic communication then at the time that such a transmission receipt is received.

Confidential Information means all confidential information disclosed by that party to the other party for the purposes of this Agreement;

ERMS means the Employment Relations Management System;

Intellectual Property means copyright, all rights conferred under statute, common law or equity in relation to inventions (including patents), registered and unregistered trade marks, registered and unregistered designs, domain names, confidential information and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

Product means the employment relations management system known as PeopleInsite owned by PeopleInsite Pty Limited and includes the Services;

Services means the PeopleInsite services which the Member elects to use as set out in the Schedule;

1. headings are for convenience only and do not affect the interpretation of this Agreement;
2. words importing the singular include the plural and vice versa;
3. words importing a gender include any gender;
4. cognate or derivative parts of speech and grammatical forms of a word or phrase which are defined in this Agreement have a corresponding meaning;
5. an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;
6. a reference to a party to a document includes that party's successors and permitted assigns;
7. a reference to a statute, regulation, proclamation, ordinance or by-laws varying, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; and
8. a reference to a document or agreement includes all amendments or supplements to, or replacements or notations of, that document or agreement.