Klaus Auto - Terms of Use

Last updated: 13 July 2026

These terms of use apply to your use of Klaus Auto's Services, online platform, applications and services. By creating an account or otherwise accessing or using a Klaus Auto product or purchasing a Subscription Plan, you agree to be bound by these terms. Klaus Auto is supplied by Klaus Garage Pty Ltd (ACN 696 147 458) (us).

Please read the entire terms (and, where applicable, the Subscription Plan) very carefully. Some of the key items are summarised below, but this should not be used as a substitute for reading the document in its entirety:

Words that are capitalised have defined meanings, as set out in clause 21.
If you are on a paid Subscription Plan, your Subscription Plan renews automatically at the end of each Subscription Period. For more information on this, see clause 2.2.
From time to time, we may make changes to these terms. For more information on this, see clause 1.2.
Your Subscription Plan can be terminated in accordance with clause 10.
Terms relating to your data and how we may use it are set out in clauses 13 and 14.
Clauses 17 and 18 contain important limitations on our liability, disclaimers, exclusions, releases and indemnities. In practical terms, these clauses set out what we do not accept liability for, and what you will need to compensate us for. You should pay special attention to those.

1. Acceptance of Terms

1.1 By creating an account, or accessing or using the Services (whether on a free or paid basis), you agree to these Terms of Use as may be supplemented by the Subscription Plan (this Agreement). This Agreement constitutes a binding legal agreement between you and us, and your continued use of the Services constitutes your acceptance and acknowledgment of this Agreement, our Privacy Policy, and any other policy displayed on our Services, all of which constitute a part of this Agreement. If you do not agree to all of the terms of this Agreement, you must not use the Services.

1.2 We may initiate amendments or modifications to this Agreement from time to time by providing you with 14 days' notice. You will have an opportunity to agree or reject the amendments. If you do not agree to the amendments, then you must notify us within that time frame, otherwise, you will be deemed to accept the amended version of the Agreement.

1.3 This Agreement will prevail over any other terms or agreement between you and us.

1.4 In this Agreement, capitalised words and phrases have the meaning given to them when first used and followed by bolded brackets, or as set out in clause 21 (Definitions) at the end of the Agreement.

2. Account Access, Subscription Plans and Auto-Renewal

2.1 The Services are accessible on a free basis upon account creation, subject to these Terms of Use. Free accounts provide access to the features available under the free tier as set out on our Website from time to time. We reserve the right to modify, limit, or discontinue the free tier at any time with reasonable notice.

2.2 Where you elect to upgrade to a paid Subscription Plan, the terms of this clause 2 will apply.

2.3 A Subscription Plan starts on the day you buy the Subscription Plan, and will continue for the Subscription Period stated in the Subscription Plan.

2.4 At the end of each Subscription Period, a Subscription Plan will automatically renew for another Subscription Period unless you notify in accordance with clause 10.1. Please ensure you contact us if you want to cancel your Subscription Plan.

2.5 Where your Subscription Plan includes, or you separately purchase, one-off products or services, those purchases are subject to the fees set out at the point of purchase. One-off purchases are non-refundable and do not auto-renew unless otherwise stated.

3. Licence

3.1 In exchange for you complying with all terms of this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, personal, and revocable licence to access and use the Services. To the extent that a feature or part of the Services requires a Subscription Plan, your licence is subject to having a valid Subscription Plan, and the Subscription Plan and will be valid only for the Subscription Period.

3.2 You must not:

(a) use the Services for any purpose other than the Permitted Use;
(b) use the Services in any way which is in breach of any applicable laws or which infringes any person's rights, including Intellectual Property Rights;
(c) do anything which may compromise or interfere with the supply of the Services or our systems, including without limitation introducing malicious programs such as viruses, worms, trojan horses, and email bombs;
(d) circumvent any applicable Fees or access or use the Services in a manner intended to avoid incurring Fees;
(e) export, extract, or otherwise scrape any of the content or data on the Services for use outside the Services, including (but not limited to) pre-fetching, indexing, storing, resharing, or rehosting any of our content outside the Services;
(f) cache the Services (except as expressly permitted under the Subscription Plan, if applicable);
(g) create content based on the Services except as specifically contemplated by the Services; or
(h) re-create the look-and-feel, features or functionality of the Services, including (i) create a product or service with a substantially similar look-and-feel, functionality or features to the Services or any other product or service owned by us.

3.3 We reserve the right to impose fair use limits to prevent abuse of the Service. If you go above the fair use limits we may suspend your use of the Service. If you use the Service for your ordinary business in good faith then you will not be in breach of any fair use limits we impose.

3.4 Third party services and goods

(a) The Services we offer may include buying or selling goods or services from other users of the Klaus Auto platform through a contract between you and other user (Third Party Contract).
(b) You acknowledge that we are not a party to any Third Party Contract and we accept no liability for any failure of the counter-party to pay or provide the goods or services agreed in the Third Party Contract. Our role is limited to facilitating the formation of the Third Party Contract and facilitating payment. You will not take any action against us for another user's failure to pay or provide the goods or services to the expected standard.
(c) You further acknowledge that we do not vet, endorse or recommend any particular user or their goods and services, and any rating information displayed on the Services consists of statements of opinion and not statements of fact or recommendations.

4. Your Warranties

4.1 You warrant and agree that:

(a) there are no legal restrictions preventing you from agreeing to this Agreement;
(b) you are not Insolvent;
(c) you will always act in a courteous and polite manner whenever dealing with us, and never in an antisocial, discriminatory, abusive, hostile or obscene way;
(d) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access, and documentation that is reasonably necessary to enable us to perform the Services and as otherwise requested by us, from time to time, and in a timely manner;
(e) you are responsible (at your cost) for obtaining and maintaining any consents, licences, authorities, and permissions required for you to make use of the Services (and you will provide evidence of this to us upon request);
(f) all information and documentation (including User Data) that you provide to us or upload into the Services in connection with this Agreement is true, correct, and complete, and that we will rely on such information and documentation in order to provide the Services;
(g) you are solely responsible for establishing and maintaining any Operating Environment necessary to use and obtain the benefit of the Services.

5. Our Warranties

5.1 We warrant and agree that:

(a) the Services will perform materially in accordance with the Specifications;
(b) the Services will not infringe on the Intellectual Property Rights of any person;
(c) we will maintain sufficient and appropriately qualified and experienced personnel to operate and provide the Services in accordance with the Agreement.

6. Accounts and Users

6.1 A Subscription Plan may allow the Client to authorise or add Authorised Users under the Subscription Plan. In such a case, the following terms apply:

(a) we grant the Client the right to add or remove Authorised Users to use the Services in accordance with the Subscription Plan (which may place limitations on the number of Authorised Users). This right is non-exclusive, non-transferable, and limited by and subject to this Agreement;
(b) the Client is liable for all Authorised Users' use of the Services and compliance with this Agreement;
(c) this Agreement still applies and binds all Authorised Users, except that terms relating to Fees and Termination will apply only to the Client.
(d) the Client determines who is an Authorised User, control each Authorised User's level of access to the Services at all times, and can revoke or change an Authorised User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorised User or must have that different level of access, as the case may be;
(e) any Authorised User's licence to access the Services will terminate upon the termination of the Client's Subscription Plan.

6.2 The Services may offer different account types from time to time (including free, paid, business, and partner accounts). The features and limits applicable to each account type will be set out in the relevant Subscription Plan or on our Website, and we reserve the right to modify, suspend, or discontinue any account type with reasonable notice.

6.3 You are solely responsible for your account credentials and for all use and activity carried out under your account. You must not share your account credentials with any third party. We do not authorise anyone to use the Services on your behalf on your own individual account, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.

6.4 You must not impersonate some other individual, business, or company.

6.5 You agree not to create an account or use the Services if you have been previously removed or suspended by us from the use of the Services.

7. Support Services

7.1 Subject to the below conditions being met, we will provide you the Support Services during the Subscription Period:

(a) you are not in breach of any term of the Agreement and you are using the Services as intended under this Agreement; and
(b) you have provided all information requested by us in relation to Support Services.

7.2 Our liability for any failure to provide the Support Services is limited to resupplying the Services support to the extent required to remedy the failure. This is your sole remedy for any failure to provide the Support Services.

7.3 For clarity, any Intellectual Property Rights arising in connection with the Support Services (including any enhancements or customisations) vest exclusively in us immediately upon creation.

8. Fees

8.1 You must pay the Fees to us in advance without counterclaim or deduction in accordance with the Subscription Plan. Where you purchase a one-off product or service, payment is due at the time of checkout or as otherwise stated at the point of purchase.

8.2 Unless expressly stated otherwise, all amounts stated in or in relation to this Agreement are expressed exclusive of any applicable Tax, which will be added to those amounts and payable by you to us.

8.3 We may offer one or more payment processors as a way to facilitate payment of the Fees. You must make payment by way of one of the payment processors offered (which we may modify from time to time at our sole discretion). You agree that:

(a) any cost, fee, or other charges charged by such processor must be paid by you in addition to the Fees;
(b) you must comply with the terms and conditions of the relevant processor.

8.4 We are entitled to modify our Fees at any time by prior written notice to you, but the increase will only start on the next Subscription Period.

8.5 To the extent permitted by law, any Fees paid to us are non-refundable, and we do not provide refunds or credits should you cancel the Services during its current Subscription Period.

8.6 If you dispute a portion of any invoice, you must still pay all undisputed portions of the invoice.

8.7 In addition to any other right we have, if you fail to fully pay any amount owed to us for a period of 7 days or more, we may do any of the following at our sole discretion:

(a) suspend access to the Services until all amounts are fully paid (and without providing any refund or extension of the Subscription Period afterwards); and
(b) charge you interest at the rate equivalent to 1% per month on any amounts owing to us; and
(c) charge you for any reasonable costs incurred in the recovery of the debt from you (including but not limited to court costs, legal costs and debt collection agency costs).

9. Updates

9.1 We may implement (at our absolute discretion) Updates to the Services from time to time. We will endeavour to provide you with reasonable prior written notice of any scheduled Update that is likely to affect the availability of the Services or is likely to have a material negative impact on you.

10. Termination

10.1 Either party may terminate the Subscription Plan at any time, with such termination only taking effect at the end of the current Subscription Period.

10.2 We may terminate this Agreement with immediate effect by giving written notice to you at any time if:

(a) You are Insolvent; or
(b) You breach any material provision of this Agreement which cannot be remedied, or where the breach is capable of being remedied, if you fail to remedy the breach within 7 days after receiving written notice from us requiring you to do so.

10.3 We may suspend your access to the Services if any amount due to us is not paid on time.

11. Effects of termination

11.1 On termination of a Subscription Plan for any reason:

(a) you must immediately stop using the Services, and we may take any action necessary to disable or terminate your access to the Services;
(b) each party must promptly return (where possible) or delete or destroy (where not possible to return), the other party's Confidential Information and intellectual property, and/or documents containing or relating to the other party's Confidential Information unless required by law or regulatory requirements to retain such information;
(c) you must, within 5 Business Days of termination, pay to us all Fees incurred and/or owing under this Agreement up to and including the date of termination or expiry. To the extent permitted by law, and except where expressly stated in this Agreement, you will not be entitled to a refund of Fees that have already been billed or paid; and
all of the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 11 (Effects of termination), 12 (Intellectual Property), 13 (User Data), 14 (Data Storage and Security), 15 (Privacy), 16 (Confidentiality), and 17 (Limitation of liability).

12. Intellectual Property

12.1 We own all Intellectual Property Rights in the Services, the Support Services, any other services or products provided by us, any associated documentation, and all Updates, improvements, modifications, customisations and derivative works, whether made by us or by you, and nothing in this Agreement transfers any of those Intellectual Property Rights to you in any way.

12.2 If you provide us with comments or suggestions relating to the Services, then all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modification, or derivative works), is assigned to us, and we may use the feedback for any purpose.

12.3 You must not, without our prior written consent:

(a) copy or use, in whole or in part, any of our Intellectual Property Rights;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate any of our Intellectual Property Rights to any third party;
(c) reverse assemble, reverse engineer, reverse compile or enhance the Services;
(d) breach any Intellectual Property Rights connected with us or the Services, including altering or modifying any of our Intellectual Property Rights;
(e) cause any of our Intellectual Property Rights to be framed or embedded in another digital asset;
(f) create derivative works or reproductions of any of our Intellectual Property Rights or the Services;
(g) resell, assign, transfer, distribute or make available the Services to third parties;
(h) "frame", "mirror" or serve any of the Services on any web server or other computer server over the Internet or any other network;
(i) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers, or any other means of identification used on or in relation to the Services.

12.4 You acknowledge that we will suffer real and substantial damage due to a breach of this clause 12 and may seek injunctive relief for any actual or perceived breach, and damages alone are not an adequate remedy.

13. User Data

13.1 Except as otherwise stated in this Agreement, as between you and us, you own all Intellectual Property Rights in all User Data.

13.2 Despite anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services in an aggregated and anonymised format (Analytics). We and our licensors own all Intellectual Property Rights in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics. You agree that we may make such Analytics publicly available, provided that it:

(a) does not contain identifying information; and
(b) is not compiled using a sample size small enough to make the underlying User Data identifiable.

13.3 You grant us an irrevocable, perpetual licence (and consent) to use, process, copy, transmit, store and backup or otherwise access the User Data during the Agreement Subscription Period solely to:

(a) supply the Services to you (including to enable you and your personnel to access and use the Services);
(b) diagnose problems with the Services;
(c) Update or otherwise improve, modify or maintain the Services, including by way of using the User Data (in aggregated or non-identifying form) for machine learning and artificial intelligence training purposes;
(d) train our staff;
(e) personalise the Services;
(f) source offers and recommendations for products and services relevant to you;
(g) share or otherwise commercialise your User Data with third-party commercial partners so that they can market their goods and services to you; and
(h) develop other services,

provided we de-identify the User Data where appropriate.

13.4 In relation to any User Data that you provide to us or upload into the Services, you represent and warrant that:

(a) you are solely responsible for the User Data and the consequences of using, disclosing, storing or transmitting it;
(b) you have obtained all necessary rights, consents, releases and permissions to provide all your User Data to us and to grant the rights granted to us in this Agreement;
(c) the User Data (and its transfer to and use by us) as authorised by you, under this Agreement does not violate any laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
(d) any use, collection and disclosure authorised in this Agreement are not inconsistent with the terms of any applicable privacy policies.

14. Data Storage and Security

14.1 We will use all reasonable efforts to ensure that User Data is stored securely, including by implementing industry-standard measures to protect User Data. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference. We do not guarantee that your User Data will be backed up.

14.2 Generally, we aim to delete any Personal Information of yours as soon as practicable after the termination of your Subscription Plan, and we endeavour to delete your personal information from our live systems promptly. However, we may sometimes retain Personal Information for an additional period as is permitted or required under applicable laws. Even if we delete your Personal Information it may persist on backup or archival media for an additional period of time for legal, tax or regulatory reasons or for legitimate and lawful business purposes.

15. Privacy

15.1 You are responsible for the collection, use, storage, and otherwise dealing with Personal Information related to your business.

15.2 You must comply and must ensure that all of your personnel comply, with the requirements of the Privacy Laws in respect of all Personal Information collected, used, stored, or otherwise dealt with under or in connection with this Agreement.

15.3 You must:

(a) notify natural persons from whom Personal Information is collected about any matter prescribed by the Privacy Laws in relation to the collection, use, and storage of their Personal Information;
(b) notify us immediately upon becoming aware of any breach of the Privacy Laws that may be related to the use of Personal Information under this Agreement.

16. Confidentiality and publicity

16.1 Each party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other party (Discloser) except:

(a) where permitted by this Agreement;
(b) with the prior written consent of the Discloser;
(c) where the Confidential Information is received from a third party, except where there has been a breach of confidence;
(d) on a confidential, "needs to know" basis to the Recipient's personnel, auditors, insurers, agents, and professional advisors; or
(e) where the Recipient is compelled to do so by applicable law, provided that it gives the other party written notice prior to disclosure.

16.2 The Recipient must only use the Confidential Information of the Discloser for the disclosed purpose and in connection with this Agreement.

16.3 You acknowledge we may refer to you as a customer, and display your details on our Website, marketing portfolios, case studies, or in our promotional materials. You may ask that we stop doing this by emailing us. It may take up to 30 days to process your request.

17. Limitation of liability

17.1 To the maximum extent permitted by law, we exclude all liability and all Warranties of any kind, whether express or implied, statutory or otherwise, other than those set out in this Agreement.

17.2 You acknowledge that complex software is never wholly free from defects, errors and bugs, and subject to the other provisions of this Agreement, we give no Warranty or representation that the Services will be wholly free from defects, errors and bugs.

17.3 The Services is provided to you on an "as is" and on an "as available" basis without any Warranties arising out of any course of dealing or usage of trade. We disclaim all Warranties that the Services will be error-free, available continuously, uninterruptedly, or be free of harmful components, or that this Services and any User Data will be secure or not otherwise lost or altered. You acknowledge that we may suspend access to the Services temporarily if we have reason to do so (including but not limited to maintenance, updates, or upgrades).

17.4 You acknowledge that the Services is dependent on other Third Party Services and agree that to the extent permitted by law, we will not be responsible or in any way liable for any defect or interruptions to the availability of the Services resulting from Third Party Services.

17.5 To the maximum extent permitted by law, our liability and the liability of our employees or agents for a breach of any Warranty or liability which by law cannot be excluded, restricted or modified, or under any express Warranty, is limited, at our option, to:

(a) for goods, the repair or replacement of the goods;
(b) the supplying of the goods or services again; or
(c) the payment of the cost of having the goods or services supplied again.

17.6 To the maximum extent permitted by applicable law and subject to clause 17.8, neither party will have any liability in connection with the Terms of Use for any Consequential Loss.

17.7 Subject to clause 17.8, each party's maximum aggregate liability for damages in connection with the Terms of Use is limited to the Fees you paid to us during the 12 month period before the event giving rise to liability.

17.8 Nothing in the Terms of Use excludes or limits either party's liability for:

(a) its fraud or fraudulent misrepresentation;
(b) its obligations under clause 18 (Release and indemnity);
(c) its infringement of the other party's Intellectual Property Rights;
(d) its payment obligations under the Terms of Use; or
(e) matters for which liability cannot be excluded or limited under applicable law.

17.9 If you are a business using our Services in New Zealand, you agree and represent that you are using our Services for the purpose of trade, and we and you both agree that:

(a) the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to our Services and these Terms; and
(b) it is fair and reasonable that we and you are both bound by these terms, including this clause.

17.10 All subclauses of this clause 17 are cumulative to one another.

18. Release and indemnity

18.1 We agree to indemnify (and defend and hold harmless) you and your Affiliates from any Loss finally awarded as a result of a Claim brought by a third-party alleging that your use of the Services as contemplated in these Terms of Use directly infringes the Intellectual Property Rights of a third party, except to the extent any such infringement is caused or contributed to by your act or omission (IP Claim). If an allegation concerning a possible IP Claim is made, you must permit us to do one of the following (at our sole discretion):

(a) modify, alter or substitute the Services until the Services no longer infringes the Intellectual Property Rights alleged in the relevant IP Claim. Such modification will be at our cost; or
(b) terminate these Terms of Use, your access to the Services and/or our display of any advertisement.

18.2 You agree to indemnify (and defend and hold harmless) us and our Affiliates harmless from any Loss or Claims in connection with:

(a) any damage to person, property, personal injury or death; and
(b) your breach of any of clauses relating to Licence Restrictions (clause 3), Intellectual Property (clause 12), Privacy (clause 15) and Confidentiality (clause 16) of these Terms of Use.

18.3 As conditions to indemnification under this clause 18, the indemnified party must:

(a) notify the indemnifying party promptly in writing of the Claim for which the indemnified party is seeking indemnification;
(b) grant the indemnifying party sole control over the defence and settlement of each Claim;
(c) provide the indemnifying party with reasonable cooperation in response to such party's requests for assistance (including all relevant information or materials);
(d) not admit any fact, or settle or compromise a Claim, without the prior written consent of the indemnified party if such settlement includes an admission of liability on the part of the indemnified party; and
(e) use its best endeavours to mitigate any Loss the indemnified party suffers as a result of the Claim.

18.4 In this clause:

(a) Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
(b) Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
(c) Affiliates means a party's officers, directors, shareholders, employees, consultants, agents, related body corporates and associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.

19. Unexpected Event

19.1 Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed in whole or in part due to any Unexpected Event, this Agreement will continue and remain in effect, but the Affected Party will not be in breach of this Agreement for that reason only for so long as the Unexpected Event persists.

19.2 The Affected Party must promptly after becoming aware of an Unexpected Event, give written notice to the other party of the nature of the Unexpected Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Unexpected Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.

20. General

20.1 All notices must be in writing and must be made by email. Notices are taken to be read on the day they are received, unless they are received after 5 PM or not on a Business Day, in which case they are deemed to be received on the next Business Day.

20.2 This Agreement will override any other terms or agreement between you and us.

20.3 Where there is a contradiction or conflict between different parts of this Agreement, the parts override one another (to the extent of the contradiction or conflict) in the following order:

(a) the Subscription Plan; and
(b) these Terms of Use.

20.4 You must not assign, sublicense or otherwise deal in any other way with any of your rights under this Agreement except as expressly permitted under this Agreement. We may assign, novate or otherwise transfer our rights and obligations under this Agreement at our sole discretion.

20.5 No breach of any provision of this Agreement can be waived except with the express written consent of the party not in breach.

20.6 Any provision of this Agreement that is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable unless this would materially change the intended effect of this Agreement.

20.7 With the exception of clause 17.1, this Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation, or settlement under or relating to this Agreement are not subject to the consent of any third party.

20.8 This Agreement constitutes the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

20.9 This Agreement is governed by and construed in accordance with the law of the State. The courts of the State have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. This Agreement will prevail over any other terms or agreement between you and us.

20.10 From time to time we may offer implementation, integration, or other professional services. Unless otherwise agreed in writing, any such services will be subject to a separate order or statement of work, with fees agreed at that time. All intellectual property arising from such services vests in us in accordance with clause 12.

21. Definitions

21.1 In this Agreement, the following capitalised terms have the following meanings:

21.2 Agreement means these Terms of Use and also includes the relevant Subscription Plan (if any) and all policies displayed on our Website.

21.3 Authorised Users means the employees and staff members of the Client whom the Client authorises to use the Services in accordance with clause 6.

21.4 Business Day means a day on which banks are open for business in the State other than on a Saturday or Sunday or a public holiday.

21.5 Client means a person or entity that has created an account to access the Services, whether on a free basis or by signing up for a Subscription Plan.

21.6 Confidential Information means all information of a confidential or proprietary nature, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement, but excluding information which:

(a) is or becomes a matter of public knowledge through no fault, action, or omission of the Recipient or its personnel;
(b) is rightfully received by the Recipient from a third party without a duty of confidentiality;
(c) was already known to the Recipient at the time the disclosing party first made it available to the Recipient, except as a result of disclosure known by the Recipient to be made in violation of an obligation of confidence; or
(d) was independently developed by the Recipient without reference to the information of the disclosing party.

Without limitation, our Confidential Information includes all know-how, trade secrets, technical information, specifications, data, Intellectual Property Rights, marketing procedures, enablement procedures, documentation, pricing information, client and client records, as well as business, corporate, or trade information.

21.7 Consequential Loss includes any indirect loss, incidental loss, consequential loss, loss of profits, loss of revenue, loss of production, loss of opportunity, loss of access to markets, loss of goodwill, loss of reputation, any remote loss, abnormal loss, unforeseeable loss, loss of use and/or loss or corruption of data, any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a party to this Agreement or otherwise).

21.8 Fees means the fees set out in your Subscription Plan and Schedule 1.

21.9 Insolvent, in relation to a party, means when:

(a) a party ceases, suspends, or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
(b) a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend the payment of all or a class of its debts;
(c) a party becomes or is (including under legislation) deemed or presumed to be insolvent;
(d) a party has a receiver, manager, administrator, administrative receiver, or similar officer appointed in respect of it or the whole or any part of its assets or business;
(e) any composition or arrangement is made with any one or more classes of a party's creditors;
(f) except for the purpose of solvent amalgamation or reconstruction, an order, application, or resolution is made, proposed, or passed for a party's winding up, dissolution, administration, or liquidation;
(g) a party enters into liquidation whether compulsorily or voluntarily; or
(h) any analogous or comparable event takes place in any jurisdiction in relation to a party.

21.10 Intellectual Property Rights mean all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these intellectual property rights include copyright and related rights, database rights, Confidential Information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs).

21.11 Operating Environment means your operating environment, facilities, systems, networks, devices, equipment, hardware, software, telecommunications, and connections.

21.12 Permitted Use means for your ordinary business use or as otherwise set out in your Subscription Plan (if applicable).

21.13 Personal Information has the same meaning as in the Privacy Laws.

21.14 Privacy Laws mean the Privacy Act 1988 (Cth).

21.15 Privacy Policy means our Privacy Policy available at www.klausauto.com/privacy.

21.16 Services means the Services set out in the Subscription Plan, and will include any Support Services unless otherwise stated.

21.17 Specifications mean the specifications of the Services as set out in the Subscription Plan.

21.18 State means New South Wales.

21.19 Subscription Period means the period of time chosen by you on registration, and any renewal term in accordance with clause 2.2 (as the context requires).

21.20 Subscription Plan means the subscription, package or plan for the Services you select, which may be set out in the relevant information page or pages on our Website, the Services itself, a separate order form, or otherwise provided to you or chosen by you on registration with our consent.

21.21 Support Services means the Support Services listed in your Subscription Plan, and if none are listed, then Support Services will mean access to a general helpdesk during Business Days and hours via a ticket system to assist you in resolving technical issues or answering questions related to the Services during the Subscription Period. Any additional support services required by you may be provided at our sole discretion and may be subject to additional fees.

21.22 Tax includes a tax, levy, duty, or charge (and associated penalty or interest) imposed by a public authority. It includes income, withholding, stamp, and transaction taxes (including any goods and services tax or value-added tax, however named) and duties.

21.23 Terms of Use means these terms of use, as updated from time to time.

21.24 Third Party Services means a software, hardware, plugin, API, gateway, payment processor, network platform, solution, database, product or another service that is used for the provision of the Services or integrates with the Services, and which is provided, operated or controlled by a third party.

21.25 Unexpected Event means and includes such events, beyond the reasonable control of a party, that hinder, prevent or delay performance, in whole or in part, of any obligation under this Agreement including without limitation, fire, flood, casualty, earthquake, war, lockout, strike, epidemic, pandemics, riot, destruction of facilities, insurrection, material unavailability, telecommunications or internet failures, regulations or restrictions imposed by law, acts of the government or governmental requirements.

21.26 Update means any updates, modifications, changes or enhancements to the Services, including the adding or removing of any features or functionality, improvements, bug fixes and patches.

21.27 User Data means any content or materials whatsoever (including but not limited to any Personal Information, information, data, text, graphics, photos, designs, trademarks, or any other artwork) that you upload or input into the Services or that is generated by you using the Services.

21.28 Warranty or Warranties mean any warranties, conditions, terms, representations, statements, and promises of whatever nature, whether express or implied.

21.29 Website means www.klausauto.com.

21.30 You means any person who uses the Services, including, without limitation, all Authorised Users.

Contact

Joseph Zieme · legal@klausauto.com · klausauto.com