Terms and Conditions

General Terms and Conditions

1. Parties and Structure of Agreement

These General Terms and Conditions (Terms) apply to the provision and use of the regulatory intelligence and oversight platform and any related services (RegWrangler Platform; Platform) provided by RegWrangler Pty Ltd.

These Terms constitute an Agreement between:

RegWrangler Pty Ltd (ABN 13 691 900 615) (we, us, our, RegWrangler); and
Any user who subscribes for the Platform (Customer, you).

The Agreement comprises:

these Terms;
each Service Order;
any Special Conditions expressly agreed in writing between Customer and RegWrangler.

If there is any inconsistency between these Terms and a Service Order or the Special Conditions, the Service Order or Special Conditions (as applicable) prevail to the extent of the inconsistency.

2. Nature of the Platform

2.1The RegWrangler Platform is a subscription-based software-as-a-service platform providing regulatory intelligence, monitoring, workflow, reporting and evidentiary tooling relating to regulatory and compliance change in the Specified Jurisdictions.

2.2The Platform may include regulatory summaries, commentary, market insights, task allocation, attestations, automated reporting and AI-assisted features.

2.3RegWrangler is not a law firm or regulated legal practice, and does not provide legal, financial, accounting or other professional advice. The Platform is a technology and information service only. Nothing made available through the Platform constitutes, and nothing should be construed as, legal advice or other regulated professional advice. The Legal Verification of the Platform is provided by the Legal Content Provider.

2.4You acknowledge that RegWrangler does not assess your specific circumstances and that you must obtain independent professional advice (including from a Legal Content Provider, or your own legal advisers) before acting on any information made available through the Platform. RegWrangler is a tool for identifying and allocating regulatory change in one or more Categories in the Specified Jurisdictions – neither RegWrangler nor the Legal Content Provider make any recommendation in respect of any act or omission of a Customer, and RegWrangler will not be liable for reliance by any Customer or other person on the content of the Platform.

2.5You remain solely responsible for determining how regulatory obligations apply to your business and for all regulatory and compliance decisions, actions and outcomes.

3. Licence and Access to the RegWrangler Platform

3.1Subject to your compliance with the Agreement and payment of all applicable fees, RegWrangler grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence for Authorised Users to access and use the Platform during the Subscription Term for your internal business purposes (and for no other purpose).

3.2 You must ensure that:

access credentials are kept confidential;
each Authorised User complies with the Agreement;
multi-factor authentication (MFA) is enabled and maintained at all times for all Accounts and for all access to the Platform by Authorised Users; and
any person who is not an Authorised User does not gain access to the Platform.

3.3You are responsible and liable for all activity conducted through your Account, including any breaches of this Agreement by Authorised Users, and you will ensure that all Authorised Users are bound by obligations no less restrictive than those in this Agreement.

3.4 You must not:

copy, modify, translate, adapt or create derivative works from the Platform;
reverse engineer, decompile or attempt to extract source code;
use automated tools, scraping, bots or systematic extraction;
provide, resell, distribute, or otherwise make available access to the Platform to any third party, or use the Platform for the benefit of any third party;
use the Platform to compete with RegWrangler or develop a competing product;
remove or obscure proprietary notices; or
use the Platform unlawfully, in breach of third-party rights or in breach of the Agreement.

3.5 In addition to the restrictions in clause 3.4, Customers must not upload or transmit through the Platform any data or content that:

contains malicious code, viruses, ransomware or other harmful software;
infringes any third-party intellectual property, privacy or other rights;
includes personal information that the Customer is not authorised to process or disclose; or
is otherwise unlawful under applicable law.

RegWrangler may remove any such data from the Platform without notice and without liability to the Customer. RegWrangler may suspend or terminate a Customer’s access immediately where it reasonably believes a Customer or Authorised User has breached or is at risk of breaching clause 3.4 or this clause, in addition to any other remedies available under this Agreement or at law.

4. Regulatory Content, AI and Outputs

4.1Platform content and outputs (Outputs) may be generated or assisted by automation or artificial intelligence.

Legal Content Provider

4.2Certain regulatory updates, commentary or materials made available through the Platform may be authored or provided by a Legal Content Provider.

4.3To the extent that any such materials constitute legal advice, that advice is provided solely by the relevant Legal Content Provider and not by RegWrangler. RegWrangler makes such materials available as part of the Platform only and does not adopt, endorse, recommend or assume responsibility for any legal advice provided by a Legal Content Provider through the Platform. Any content on the Platform that is deemed to be legal advice is provided in accordance with the terms and professional obligations of the relevant Legal Content Provider. RegWrangler has no liability for, and takes no responsibility for, any content on the Platform that is deemed to be legal advice.

No Liability for Platform Content and Outputs

4.4Without limiting any other provision of this Agreement, RegWrangler has no liability for any loss, damage, cost or expense of any kind (including direct, indirect or consequential loss) arising from or in connection with:

any reliance on, or use of, any content, Outputs, summaries, commentary, regulatory materials or other information made available through the Platform, whether generated by RegWrangler, a Legal Content Provider, a Third Party Source, or by automated or AI-assisted means;
any inaccuracy, incompleteness, delay, omission or error in any Output or Platform content, including any delay or interval between Update Cycles or the timing of publication of regulatory updates on the Platform;
legal advice or other professional advice provided by a Legal Content Provider through the Platform, any claims, liabilities or obligations arising from such advice resting solely with the relevant Legal Content Provider;
any failure of the Platform to identify, capture or reflect any regulatory development, obligation or change applicable to the Customer’s business; or
any decision made, or action taken or omitted, by the Customer or any third party in reliance on the Platform or any Output.

This clause applies to the maximum extent permitted by applicable law, including the Australian Consumer Law.

Outputs, Categories and Third-Party Sources

4.5Outputs are generated based on publicly available regulatory sources, third party materials and user inputs (Third Party Sources) and may be incomplete, inaccurate, out of date, delayed or not applicable to your specific circumstances. RegWrangler does not guarantee or promise that all relevant regulatory developments, guidance, expectations, instruments, relief, informal positions or regulator communications applicable to your business will be identified, captured or reflected in the Platform. You must not assume that the Outputs are complete or that the Platform provides comprehensive or exhaustive regulatory coverage. Without limiting the foregoing, the Platform is designed to provide regulatory updates and Outputs on a prospective basis only from the date the Customer is granted access to the Platform (or such later date as relevant Categories are activated), and RegWrangler is not responsible for, and does not undertake, any backfill, reconstruction or provision of historical regulatory updates, materials or Outputs predating that access.

4.6Customers are responsible for selecting Categories on the Platform, having regard to the requirements of that Customer. RegWrangler does not accept any responsibility in respect of a Customer’s selection of Categories. Each Customer agrees that Outputs generated in respect of one Category may not be available in another Category, and the allocation of Outputs to a particular Category is carried out by RegWrangler.

4.7 You acknowledge and agree that:

regulatory materials change frequently and without notice;
RegWrangler does not independently verify the completeness or accuracy of Third Party Sources;
Outputs are inherently probabilistic and contextual;
Outputs must be independently reviewed, validated and, where appropriate, supplemented by professional advice before reliance.
Customers remain responsible for independently reviewing and validating Outputs and any decisions or actions taken in reliance on them, except to the extent directly caused by RegWrangler’s gross negligence or wilful misconduct.

4.8Third Party Sources may be fragmented, incomplete, unpublished, subject to discretion, or released without formal consultation.

Artificial Intelligence and Automated Processing.

4.9 RegWrangler will not use Customer Data to train, fine-tune or otherwise improve any general-purpose artificial intelligence or machine learning model (AI) without the Customer’s prior written consent. RegWrangler may use de-identified, aggregated and anonymised data derived from Platform usage for the purposes of improving the Platform and its AI-assisted features, provided that no such data can reasonably be used to identify any Customer or individual. RegWrangler will notify Customers of any material change to the AI model or automated processing methodology underlying the Platform that may materially affect the nature, quality or scope of Outputs. Customers acknowledge that AI-generated and automated Outputs are inherently probabilistic, may contain errors, omissions or factual inaccuracies (including AI hallucinations), and must not be relied upon without independent human review and verification by a suitably qualified person.

5. Exclusion of liability

5.1To the maximum extent permitted by law, RegWrangler excludes all liability for any loss, damage, cost or expense (including indirect or consequential loss (as that term is understood at law), regulatory penalties, fines, enforcement costs, and compliance failures)arising from or connected with reliance on incomplete, inaccurate, delayed or incorrect information, summaries, interpretations or Outputs, except to the extent liability cannot be excluded under the Australian Consumer Law or other applicable mandatory law.

6. Customer Data and Security

6.1You retain ownership of all data, documents and information that You upload to the Platform (Customer Data).

6.2Subject to this Agreement, RegWrangler may use Customer Data solely to provide, support, maintain, secure and improve the Platform and to comply with its legal and regulatory obligations. Customer Data may be made available to the Legal Content Provider solely to the extent necessary for the provision of Legal Verification through the Platform.

6.3RegWrangler will implement and maintain reasonable technical and organisational measures designed to protect Customer Data from unauthorised access, use, or disclosure, consistent with industry standards for SaaS platforms. However, you acknowledge that no security measures are impenetrable and RegWrangler does not guarantee that Customer Data will be secure from all threats.

6.4You warrant that you have all necessary rights and consents to upload Customer Data and that Customer Data does not infringe any third party rights or applicable laws.

6.5RegWrangler maintains backup and recovery procedures designed to support restoration of Platform systems and Customer Data in the event of operational failure or security incident, however does not guarantee those systems. Customers remain responsible for maintaining independent archival copies of Customer Data they require. RegWrangler may engage third party service providers (including cloud hosting and infrastructure providers) to process Customer Data in connection with the provision of the Platform (Subprocessors).

RegWrangler will endeavour to provide reasonable notice of any material change to its Subprocessors.

6.6 If RegWrangler becomes aware of a data breach, unauthorised access to, or accidental loss, destruction or disclosure of Customer Data (Security Incident), RegWrangler will:

notify the affected Customer without undue delay and, where reasonably practicable, within 72 hours of becoming aware of the Security Incident;
provide the Customer with sufficient information to enable it to assess the nature and scope of the Security Incident, including the categories and approximate volume of Customer Data affected;
take all reasonable steps to contain, investigate and remediate the Security Incident; and
cooperate with the Customer in connection with any notifications required under the Privacy Act 1988 (Cth) Notifiable Data Breaches scheme or other applicable law.

RegWrangler will not make any public statement regarding a Security Incident involving Customer Data without the Customer’s prior written consent, except to the extent required by applicable law.

6.7 On expiry or termination of the Agreement, or on reasonable request by the Customer at any time during the Subscription Term:

RegWrangler will, within 30 days of the request or the effective date of termination (as applicable), make Customer Data available for export by the Customer in a machine-readable format; and
following a written request from the Customer, RegWrangler will delete or destroy all Customer Data in its possession or control within 30 days, except to the extent that retention is required by applicable law or RegWrangler’s legitimate internal compliance obligations. Where no deletion request is received, RegWrangler may delete Customer Data without further notice at any time after 90 days following expiry or termination of the Agreement. RegWrangler will confirm the completion of any deletion in writing upon reasonable request.

7. Confidentiality

7.17.1 In this clause 7, Confidential Information means any information disclosed by one party (Disclosing Party) to the other party (Receiving Party) in connection with this Agreement that is designated as confidential or that ought reasonably to be regarded as confidential having regard to its nature and the circumstances of disclosure, including:

in the case of RegWrangler, the Platform (including its underlying technology, software, algorithms, models, architecture, source code, databases, pricing and roadmap); and
in the case of the Customer, Customer Data and the terms of any Service Order.

7.2 Each party must:

keep all Confidential Information of the Disclosing Party strictly confidential;
not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement;
protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care; and
not disclose Confidential Information to any person except as permitted under this clause 7.

7.3 Confidential Information does not include information that the Receiving Party can demonstrate:

is or becomes publicly available other than as a result of a breach of this Agreement or any other obligation of confidence;
was lawfully known to or in the possession of the Receiving Party prior to disclosure by the Disclosing Party, free of any obligation of confidence;
is received from a third party who is not under an obligation of confidence with respect to that information; or
is independently developed by or for the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.

7.4 Each party may disclose Confidential Information of the Disclosing Party to its officers, employees, contractors, advisers and subcontractors (Representatives) who:

have a need to know the information for the purposes of this Agreement; and
are bound by obligations of confidence no less restrictive than those in this clause 7.

Each party is responsible for any breach of this clause by its Representatives.

7.5 If a Receiving Party is required by law, court order, regulatory authority or stock exchange rule to disclose any Confidential Information, the Receiving Party must, to the extent permitted by law:

give the Disclosing Party prompt prior written notice of the requirement;
cooperate with the Disclosing Party in seeking a protective order or other appropriate relief; and
disclose only that portion of the Confidential Information that it is legally required to disclose. On expiry or termination of this Agreement, or on request by the Disclosing Party, the Receiving Party must promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control (including all copies), except to the extent retention is required by applicable law, and must certify such return or destruction in writing upon request. This clause 7 survives expiry or termination of this Agreement.

8. Sanctions, Export Controls and Compliance

8.1You represent and warrant that neither you, your affiliates, nor any Authorised User or beneficial owner:

is designated on any sanctions list maintained by Australia, the United States, the United Nations, the European Union, or the United Kingdom;
is located in, organised under the laws of, or resident in any country or territory subject to comprehensive sanctions; or
is owned or controlled by any such person or entity.

8.2You must not use the Platform in a manner that would cause RegWrangler to breach applicable sanctions or export control laws.

8.3Breach of this clause is a material breach entitling RegWrangler to immediate termination, alongside any other remedy available under this Agreement or at law.

9. Fees, Billing and Payment

9.1Each Customer must pay the Fees for the provision of the Platform as specified in the Service Order. Fees are payable in advance.

9.2All fees are non-refundable once paid, except as expressly provided in this Agreement or required by applicable law (including the Australian Consumer Law). Without limiting the foregoing, no refunds will be provided for early termination, reduced usage, or dissatisfaction with the Platform.

9.3RegWrangler may suspend or terminate access to the Platform as a consequence of any non-payment or delayed payment in accordance with clause 13.2.

10. Changes to the Platform

10.1RegWrangler may modify, enhance or withdraw features, content or functionality in RegWrangler’s absolute discretion (Platform Change).

10.2If a Platform Change materially reduces the core paid functionality of the Platform, you may terminate the affected Service Order by written notice to RegWrangler within 30 days of becoming aware of the Platform Change. If you exercise this right, RegWrangler will refund any pre-paid Fees attributable to the unexpired portion of the then-current Subscription Term on a pro-rated basis, and such refund will be your sole remedy in respect of the relevant Platform Change.

10.3 RegWrangler will use reasonable endeavours to update the regulatory content and Outputs available through the Platform on a periodic basis, which is currently expected to occur approximately every six (6) weeks (Update Cycle). The timing and frequency of the Update Cycle may be varied by RegWrangler from time to time in its discretion and by providing notice to Customers, having regard to operational, technical, regulatory or commercial considerations. RegWrangler will endeavour to notify Customers (including via the Platform or by electronic communication) when material updates are made available. The Customer acknowledges that the Update Cycle is indicative only and does not constitute a representation, warranty or guarantee as to the timing, frequency or completeness of updates.

11. Service Availability

11.1RegWrangler will use commercially reasonable efforts to make the Platform available 95% of the time in any calendar month, measured on a 24/7 basis and excluding:

scheduled maintenance windows, of which RegWrangler will use reasonable efforts to provide advance notice;
emergency maintenance required to protect the security or integrity of the Platform; and
unavailability caused by events outside RegWrangler’s reasonable control, including force majeure events or failure of third-party infrastructure or services.

11.2RegWrangler does not warrant uninterrupted or error-free access to the Platform. Any service credits or other remedies available to the Customer for downtime are as specified in the applicable Service Order, and in the absence of such specification no service credits or other remedies are available. This clause 11 constitutes RegWrangler’s entire obligation in respect of Platform availability.

12. Term and Renewal

12.1The Agreement commences on the Subscription Start Date and continues for the Subscription Term.

12.2Unless otherwise stated in the Service Order, subscriptions automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days before the end of the then-current Subscription Term.

13. Suspension and Termination

13.1Either party may terminate for material breach not remedied within 14 days of notice.

13.2RegWrangler may immediately suspend or terminate access to the Platform for: (a) misuse of the Platform (being any use in breach of clauses 3.4 or 3.5); (b) non-payment of Fees not remedied within 7 days of written notice; (c) a material security risk to the Platform or other customers; (d) a sanctions risk under clause 8; or (e) legal compliance reasons, including where continued provision of the Platform would cause RegWrangler to breach applicable law.

13.3On termination, all licences cease and access to the Platform ends.

14. Warranties and Disclaimers

14.1RegWrangler warrants it has the right to make the Platform available.

14.2 Except as expressly stated, the Platform is provided on an as-is and as-available basis.

14.3To the maximum extent permitted by law, RegWrangler excludes all implied warranties, including fitness for purpose, completeness and accuracy.

14.4You acknowledge that you do not rely on RegWrangler to identify, interpret or apply regulatory obligations for your business, and that the Platform is not a substitute for professional judgement, internal compliance capability or external advice.

15. Limitation of Liability

15.1Nothing in the Agreement limits liability under the Australian Consumer Law that cannot be excluded.

15.2Subject to clause 15.1, and except in the case of fraud or wilful misconduct by RegWrangler, RegWrangler’s aggregate liability arising under or in connection with the Agreement is limited to the fees paid by you in the 12 months preceding the event giving rise to liability.

15.3RegWrangler is not liable, under any circumstances, for any indirect or consequential loss, including loss of profit, revenue, business opportunity, regulatory penalties, enforcement action, fines or reputational harm.

15.4You acknowledge that the Platform is a decision-support tool and that RegWrangler does not assume any fiduciary duties or responsibility for your compliance outcomes.

16. Customer Indemnity

You indemnify RegWrangler against all claims, losses, penalties, regulator actions, liabilities and costs to the extent caused by:

your or an Authorised User’s misuse of the Platform (being any use in breach of clauses 3.4 or 3.5);
reliance on Outputs in a manner that is contrary to an express warning or disclaimer made available through the Platform regarding the limitations of those Outputs;
breach of this Agreement; or
breach of applicable law.

17. Australian Consumer Law

Where you are a consumer as defined under the Australian Consumer Law, statutory consumer guarantees apply and any limitation of liability under this Agreement applies only to the extent permitted by law.

18. Intellectual Property

18.1All intellectual property rights in the Platform, its underlying technology, software, algorithms, models, databases, documentation, content, trademarks, and all materials made available through the Platform (including Outputs generated by the Platform) vest irrevocably in RegWrangler or its licensors.

18.2 No right, title or interest in the Platform or any of RegWrangler’s intellectual property is transferred to the Customer under this Agreement, other than the limited licence expressly granted in clause 3.1.

18.3 The Customer acknowledges that certain components of the Platform may incorporate third party intellectual property licensed to RegWrangler, and the Customer’s use of those components is subject to any restrictions notified by RegWrangler from time to time.

18.4 The Customer retains all intellectual property rights in Customer Data. Nothing in this Agreement transfers any intellectual property rights in Customer Data to RegWrangler, and RegWrangler’s rights to use Customer Data are limited to those expressly set out in clause 6.2.

18.5 If a Customer or Authorised User provides RegWrangler with suggestions, feedback, ideas or recommendations regarding the Platform (Feedback), the Customer grants RegWrangler a perpetual, irrevocable, worldwide, royalty-free licence to use, incorporate and commercialise such Feedback in any manner without restriction, attribution, compensation or other obligation to the Customer.

18.6 RegWrangler may collect, generate and use aggregated, de-identified and anonymised data derived from Customer and Authorised User interactions with the Platform (Usage Data) for the purposes of product development, analytics, benchmarking, research and improving the Platform. Usage Data does not constitute Customer Data, Customer Confidential Information or personal information, and RegWrangler retains all intellectual property rights in Usage Data and any derivative works created from it.

18.7 The Customer warrants that any Feedback provided does not infringe the intellectual property rights of any third party. The Customer must not, without RegWrangler’s prior written consent:

use any trademark, logo, business name or other branding of RegWrangler; or
represent that any Output or other material generated through the Platform was created or authored independently by the Customer. The Customer must promptly notify RegWrangler if it becomes aware of any actual or suspected infringement of RegWrangler’s intellectual property rights in connection with the Platform.

19. Privacy

19.1Each party must comply with the Privacy Act 1988 (Cth) and applicable privacy laws in connection with the Agreement.

19.2To the extent Customer Data includes personal information, RegWrangler collects, uses and discloses that information solely for the purposes of providing and improving the Platform, performing its obligations and complying with law.

19.3RegWrangler acts as a service provider in respect of Customer Data and does not use personal information for marketing to individuals.

19.4RegWrangler’s handling of personal information is described in its Privacy Policy, available on our website, as updated from time to time.

20. Customer Logo and Reference Use

20.1Subject to this clause, you grant RegWrangler a limited, non-exclusive, non-transferable, royalty-free licence during the Subscription Term to use your name and logo solely for the purpose of identifying you as a customer of the Platform in RegWrangler’s marketing and promotional materials (including on its website, pitch materials and customer lists).

20.2 RegWrangler must not:

disclose any Confidential Information; or
use your name or logo in any case study, testimonial or narrative description without your prior written consent.

You may withdraw your consent to the use of your name or logo under this clause at any time by written notice, in which case RegWrangler will cease such use within a reasonable period.

21. Amendments

RegWrangler may amend these Terms by providing written notice to the Customer (including by email to the address specified in the applicable Service Order) and publishing updated terms on its website, with not less than 30 days’ prior notice before the amended terms take effect. Amended terms apply only to Service Orders entered into, or Subscription Terms that renew, after the date the amended terms take effect, and do not apply to any current Subscription Term. If an amendment materially and adversely affects a Customer’s rights, the Customer may, as its sole remedy, terminate the affected Service Order by written notice to RegWrangler within 30 days of the amended terms taking effect, in which case RegWrangler will refund any pre-paid Fees attributable to the unexpired portion of the then-current Subscription Term on a pro-rated basis.

22. Governing Law

The Agreement is governed by the laws of New South Wales and the courts of New South Wales have exclusive jurisdiction.

23. Dispute Resolution

If a dispute arises between the parties in connection with this Agreement (Dispute), the parties must:

first attempt to resolve the Dispute through good faith negotiation by senior representatives of each party for a period of 10 Business Days following written notice of the Dispute by one party to the other (Escalation Period);
if the Dispute is not resolved during the Escalation Period, either party may refer the Dispute to non-binding mediation administered by the Australian Disputes Centre in accordance with its mediation rules, the costs of which are to be borne equally by the parties unless otherwise agreed; and
if the Dispute is not resolved within 20 Business Days of the commencement of mediation (or such longer period as the parties agree in writing), either party may commence legal proceedings in accordance with clause Error! Reference source not found.. Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction where necessary to protect its rights.

24. Force Majeure

24.1 Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) under this Agreement to the extent caused by a Force Majeure Event.

24.2 For the purposes of this clause, Force Majeure Event means any event or circumstance beyond a party’s reasonable control, including acts of God, natural disasters, epidemics or pandemics, government actions, war, terrorism, civil unrest, labour disputes, power outages, telecommunications failures, or failure of third party infrastructure providers – but expressly excluding any event that is the result of a party’s negligence, wilful default, or failure to take reasonable precautions, and expressly excluding regulatory change (which forms part of the Platform’s core subject matter).

24.3 The affected party must:

notify the other party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event, specifying the nature, expected duration and likely impact of the event;
use all reasonable endeavours to mitigate the impact of, and to overcome or work around, the Force Majeure Event; and
resume performance as soon as the Force Majeure Event ceases.

24.4 The affected party’s obligations are suspended during the Force Majeure Event to the extent affected. Where RegWrangler is the affected party and the Platform is unavailable for more than 5 consecutive Business Days as a result of the Force Majeure Event, Fees shall be pro-rated for the period of unavailability exceeding that threshold, unless the Customer has been offered an equivalent workaround.

24.5 If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected Service Order on written notice, without liability to the other party (other than in respect of amounts accrued prior to the Force Majeure Event).

25. Change of Control

RegWrangler may assign, novate or transfer this Agreement or any rights or obligations under it to any related body corporate or to any acquirer of all or substantially all of RegWrangler’s business or assets, without the Customer’s prior consent, provided that RegWrangler gives the Customer reasonable written notice of such assignment. The Customer must not assign, novate or transfer this Agreement or any rights or obligations under it without RegWrangler’s prior written consent, which will not be unreasonably withheld or delayed. If the Customer undergoes a change of control that results in a direct competitor of RegWrangler acquiring control of the Customer, or that gives rise to a sanctions risk under clause 8, RegWrangler may terminate this Agreement on 30 days’ written notice. Any purported assignment by the Customer in breach of this clause is void.

26. Definitions

In these Terms:

Account means the Customer’s account on the Platform, through which Authorised Users access and use the Platform.
Ai has the meaning given by clause 4.9.
Authorised Users means your employees and bona fide contractors who are directly engaged by you and working exclusively on your internal operations, and expressly excludes external advisers, consultants, service providers, auditors, and any personnel of your affiliates, subsidiaries or related entities unless expressly permitted in the applicable Service Order or approved in writing by RegWrangler (which approval may be subject to additional fees or conditions).
Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales, Australia.
Categories means the regulatory subject matter categories selected by a Customer on the Platform, as set out in the applicable Service Order, in respect of which RegWrangler will provide Outputs.
Customer Data means all data, documents, materials, content and information uploaded, submitted or otherwise provided by the Customer or any Authorised User to the Platform, including any personal information contained therein, but excluding Usage Data and any data that has been de-identified, aggregated or anonymised in accordance with this Agreement.
Dispute has the meaning given in clause 23.
Escalation Period has the meaning given in clause 23.
Feedback has the meaning given in clause 18.5.
Fees means the fees payable by the Customer for access to and use of the Platform as specified in the applicable Service Order.
Legal Content Provider means a law firm or regulated legal practice or practitioner appointed by RegWrangler to provide Legal Verification through the Platform, as identified in the applicable Service Order or on the Platform from time to time.
Legal Verification means the review, verification and commentary of regulatory content on the Platform provided by a Legal Content Provider, as further described in the applicable Service Order.
Outputs means all content, results, reports, summaries, commentary, regulatory analysis, alerts, recommendations and other materials generated or made available through the Platform (whether in whole or in part by automation, artificial intelligence or otherwise), including those based on Third Party Sources, Customer Data or user inputs, but excluding Customer Data itself.
Platform Change has the meaning given in clause 10.1.
Representatives has the meaning given by clause 7.4.
Security Incident has the meaning given in clause 6.6.
Service Order means a service order, order form or similar document executed by RegWrangler and the Customer that sets out the commercial terms applicable to the Customer’s subscription to the Platform, including the Fees, Subscription Term, Subscription Start Date, number of Authorised Users, Categories, Specified Jurisdictions, Legal Content Provider and any other terms expressly specified therein, and which forms part of the Agreement in accordance with clause 1.
Special Conditions means any additional or bespoke terms and conditions expressly agreed in writing between RegWrangler and the Customer that are expressed to form part of the Agreement, which prevail over these Terms to the extent of any inconsistency in accordance with clause 1.
Specified Jurisdictions means Australia or any other jurisdiction specified in an applicable Service Order from time to time.
Subprocessors has the meaning given by clause 6.5.
Third Party Sources means publicly available regulatory sources, legislative instruments, regulatory guidance, regulator communications, market updates and other materials sourced from third parties (including government bodies, regulatory authorities and information providers) that are used by RegWrangler to generate or inform Outputs through the Platform, but excluding Customer Data.
Update Cycle has the meaning given by clause 10.3
Usage Data means aggregated, de-identified and anonymised data derived from Customer and Authorised User interactions with the Platform, which cannot reasonably be used to identify any Customer or individual, and which RegWrangler may collect, generate and use for the purposes of product development, analytics, benchmarking, research and improving the Platform and its AI-assisted features. Usage Data does not constitute Customer Data, Customer Confidential Information or personal information, and all intellectual property rights in Usage Data and any derivative works created from it vest in RegWrangler.