Terms and Conditions 

1) DEFINITIONS

 

In these terms and conditions unless the context otherwise requires:

“Auto Grab” “we” “us” and “our” means Auto Grab Pty Ltd and any related bodies corporate as defined in the Corporations Act 2001 (Cth) (if such related body corporate is named as the party making or accepting the Client’s Order);

“Claim” includes actions, proceedings, suits, causes of action, arbitrations, verdicts and judgments either at law under a statute, debts, dues, demands, claims of any nature, costs and expenses;

“Client”, “you” or “your” means the person to whom any quotation is made by Auto Grab, any person offering to contract with Auto Grab on these terms and conditions and any person who purchases Services from Auto Grab;

“Client Data” means any data or information which is made available on your website or the website of your affiliates or related bodies corporate, or any other data that is otherwise uploaded, generated, compiled, arranged or developed on the Platform or in connection with the Services;

“Confidential Information” means all and any information of a confidential nature including financial, customer and employee information, supplier information, product specifications, processes, statements, trade secrets and data which is not in the public domain, except by virtue of a breach of the confidentiality obligations arising under these terms and conditions;

“Consequential Loss” means any loss or damage suffered by a party or any other person which is indirect or consequential, including but not limited to loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of business reputation, loss of data or data use, future reputation or publicity, loss of use, loss of interest, damage to credit rating or loss or denial of opportunity;

“Consumer Guarantee” is any right the Client may have under Australian consumer protection laws against providers of goods or services;

“Intellectual Property Rights” means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:

  1. patents, inventions, designs, copyright, trade marks, brand names, product names, domain names, database rights, rights in circuit layouts, plant breeder’s rights, know how, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
  2. any application or right to apply for registration of any of these rights;
  3. any registration of any of those rights or any registration of any application referred to in paragraph (b); and 
  4. all renewals, divisions and extensions of these rights;

“Invoice” means the invoice issued by Auto Grab to the Client setting out the amount to be paid by the Client;

“Loss” means any loss, Claim, liability, damage, charge, payment, cost or expense (whether direct or indirect and whether accrued or paid) including legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties;

“Methods of Payment” means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party;

“Order” means any order for Services placed by the Client with Auto Grab, including any “Account Application Form”, in a form acceptable to Auto Grab;

“Platform” means the platform which Auto Grab uses to provide the Services to the Client;

“Personal Information” means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form, electronic form or otherwise, about an identified individual or an individual who is reasonably identifiable, and includes anything that is defined as personal information or as sensitive information in the relevant Privacy Law;

“Privacy Law” means any applicable law, statute, regulation, ordinance, code, standard or requirements of any government, governmental or semi-governmental body which relates to privacy or Personal Information, including without limitation the Privacy Act 1988 (Cth) and the Australian Privacy Principles under that Act, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth), and any Australian (including State or Territory) legislation from time to time in force which relates to or affects privacy or Personal Information;

“Restraint Area” means each of the following:

  1. the world;
  2. Australia and New Zealand; or
  3.  Australia;

“Restraint Period” means each of the following:

  1. the Term and a period of 2 years after the Term; or
  2. the Term;

“Services” means the provision of:

  1. the Platform by Auto Grab to the Client;
  2. Services by Auto Grab to the Client via the Platform; and 
  3. any other services provided by Auto Grab to the Client, 

as detailed in an Order, these terms and conditions or as otherwise requested by the Client and accepted by Auto Grab; 

“Term” means the period from the earlier of the date on which:

  1.  the Client is given access to the Platform; 
  2.  the Client is otherwise provided access to the Services; or 
  3.  the date on which the Order is signed, 

until the Services are cancelled in accordance with these terms and conditions; and 

“User Account” means the account the Client uses to access the Platform.

 

2) INTERPRETATION 

In these terms and conditions unless the context otherwise requires:

(a) a reference to a person includes a legal person (such as a limited company) as well as a natural person; 

(b) clause headings are for convenience only and shall not affect the construction of these terms and conditions; 

(c) a reference to “including” or any similar terms shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and 

(d) a reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.

 

3) GENERAL

a) Unless Auto Grab otherwise agrees in writing, these are the only terms and conditions which apply to the provision of Services by Auto Grab and the Client agrees that these terms and conditions will in all circumstances prevail over any other document, Order or other terms, including the Client’s terms and conditions of purchase (if any).

b) These terms and conditions supersede and exclude all prior and other discussions, dealings, representations (contractual or otherwise) and arrangements relating to the supply of Services including but not limited to, those relating to the performance of the Services or the results that ought to be expected from using the Services.

 

4) ORDERS

a) Auto Grab has sole discretion to accept or reject any Order or any variation or modification of an Order requested by the Client.

b) Auto Grab has sole discretion to accept or reject any Order cancellation request by the Client that is not in accordance with clause 18. If such a cancellation request is accepted by Auto Grab, the Client will be liable for any direct loss or expense reasonably incurred by Auto Grab in respect of that Order and Auto Grab has the right to retain all fees paid by the Client to Auto Grab for Services provided up to and including the date of the cancellation request.

 

5) SUBSCRIPTION AND USE OF SERVICES

a) Your Auto Grab subscription will continue until validly cancelled in accordance with clause 18. To access and use the Platform and Services you must have internet access and a compatible device, and provide us with one or more Methods of Payment. Unless you validly cancel your subscription before your billing date, you authorise us to charge the subscription fee for the next billing cycle to your Method of Payment.

b) The Services provided are for your internal business use only and you may not disclose:

i) your access to and use of the Platform; or 

ii) any information contained in or obtained from or through the Services, with individuals beyond your business, unless such disclosure is authorised expressly by Auto Grab in these terms and conditions. This clause does not prevent you from identifying that you obtain information from third parties in order to meet any notification obligation  under law.

c) You agree to use all content obtained from the Services (including Personal Information), and features and functionalities made available through the Platform, in accordance with all applicable laws, rules and regulations, and in accordance with any indicated usage or capacity levels specified in any relevant Order and any other restrictions on use of the Services or content. Without limitation, your obligations in relation to using content includes that you are solely responsible for ensuring your use is in accordance with all applicable Privacy Laws including addressing all applicable notification, consent and screening requirements (which may include screening against the Do Not Call Register and marketing opt-out / unsubscribe instructions). 

d) You agree that you are solely responsible for addressing all your obligations and/or requirements under any applicable laws, rules and regulations. 

e) You agree not to archive, reproduce, distribute, modify, vary, adapt, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the Services, unless such use is authorised expressly by Auto Grab in these terms and conditions.

f) You must not, and you must take reasonable measures to ensure that your personnel do not, circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Services; use any robot, spider, scraper or other automated means to access the Platform; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Platform; insert any code or product or manipulate the content of the Platform in any way; or use any data mining, data gathering or extraction method.

(g) As part of our Services, we may provide you with access to certain tools and functionalities that utilise or are powered by Auto Grab’s and/or third-parties’ artificial intelligence systems, including our AutoMate products and services (“AI Features”), in which case the following terms and conditions will also apply:

(i) By continuing to use our Platform, Services and the AI Features (after the date of any free trial period), you agree to pay the fees for the AI Features and you authorise us to charge the fees for the AI Features in accordance with your Method of Payment, unless you request a cancellation of the AI Features in accordance with the cancellation provisions in these terms and conditions.     

(ii) You are solely responsible for any text, images, materials, or other content you upload to the AI Features (“Input”), as well as the resulting text, images, materials, or other content that is generated from your use of the AI Features (“Output”). You represent and warrant that you have all rights, licenses, and permissions needed to provide the Input and for our use of the Input and Output as set out in this clause 5(g).  

(iii) You are solely responsible for checking and ensuring that the Input contains no Personal Information, confidential or other sensitive information. You must also ensure that the Input does not contain any illegal, unlawful, harmful or abusive content, or any other content which may infringe, misappropriate or violate the rights of any third-party.     

(iv) You may only use the AI Features for the intended purposes connected with our Services and must not use the AI Features for any illegal, unlawful, criminal, harmful or abusive purpose, or any other like purpose. You may not automatically or programmatically extract data or Output, or use Output to develop models that compete with our Platform or Services. Further, your use of the AI Features must comply with these terms and conditions and all applicable laws, and you acknowledge and agree that your use of the AI Features is entirely at your own risk. You must also comply with any other documentation, guidelines, or policies we make available to you in relation to the AI Features.  

(v) We make no representations, warranties, or guarantees, whatsoever, regarding the accuracy, completeness, or reliability of the AI Features or any Output, and we accept no liability for any errors, omissions, or reliance on the AI Features or Output. You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the AI Features. You acknowledge that artificial intelligence and machine learning are rapidly evolving fields of study and while we are constantly working to improve our Platform and Services to make them more beneficial, given the probabilistic nature of artificial intelligence and machine learning, the use of the AI Features may, in some situations, result in Output that does not accurately reflect real people, places, or facts.  You agree to indemnify and hold us harmless from any such matters relating to accuracy, completeness, reliability, errors or omissions.    

(vi) You acknowledge that the Output is generated by artificial intelligence and that since Auto Grab has not verified its accuracy, completeness or reliability, you agree that such Output does not represent our views. You may not represent that Output was human-generated when it was not. If the Output references any third party products or services, you acknowledge that it does not mean that the third party endorses or is affiliated with Auto Grab. 

(vii) You acknowledge that any Input  that you provide as part of using the AI Features may be shared with third-party providers (such as OpenAI, Google, Anthropic etc) and may be used to improve their services. We may use the Input and Output to provide, maintain, develop, and improve our Platform and Services, to comply with applicable law, to enforce our terms and conditions, or policies, and to keep our Platform and Services safe. By providing such Input (including any Personal Information or confidential or sensitive data) and using the AI Features, you consent to the sharing of your Input with third-party providers.

(viii) We may impose limits on the number of items that can be generated using the AI Features and will notify you if you have reached your limit. Some AI Features are not available in all languages. 

(ix) We reserve the right to remove any text, images, materials, or other content from the AI Features on our Platform or Services, to disclose it to any law enforcement or government authorities, and/or to suspend or terminate your access to the Platform or our Services (including the AI Features) if your use of the AI Features breaches these terms and conditions, or is otherwise illegal, unlawful, harmful, abusive, or otherwise infringes, misappropriates or violates the rights of any other third party.     


6) RESTRAINT

To the maximum extent permitted by law and without limiting clause 5(c) or clause 5(d), during the Restraint Period, the Client must not create, develop or devise, whether directly or indirectly, alone or together with any third party (including any related body corporate, as defined in the Corporations Act 2001 (Cth)), any platform, software or offering which provides services which are the same as or similar to the Services in the Restraint Area.

 

7) MINIMUM TERM COMMITMENT

If the Client has committed to a minimum term in any application with Auto Grab, subject to the Client’s rights to terminate under clause 20 (Force Majeure), the Client agrees to pay Auto Grab the price for the Services in accordance with clauses 8 and 9, for the full duration of the minimum term specified.

 

8) PRICE

a) Subject to clause 8(b) and 8(c), and unless otherwise agreed in writing or for Orders which have been accepted by Auto Grab, the price charged for the Services will be the price set out in any price indications or price list provided by Auto Grab to the Client or otherwise made available to the Client.

b) The price for the Services will be reviewed annually and compared to the annualised Consumer Price Index (source data from http://www.abs.gov.au) and may be adjusted on 1 January each year to reflect any justified price movements. The method for determining any annual price adjustment will be based on actual movements of the Australian Bureau of Statistics (ABS) Consumer Price Index (CPI) for All Groups nationally (unless otherwise stated). 

c)  Any price indication or price list provided by Auto Grab to the Client or otherwise made available to the Client are subject to further alteration at any time on reasonable notice. Such price change will not apply retrospectively and Auto Grab will use reasonable endeavours to provide up to 60 days’ written notice of any such price change. If the Client finds any modified price unacceptable, the Client may terminate this agreement but such termination will not impact any current Orders to which the modified price does not apply.   

 

9) PAYMENT AND DEFAULT

a) Unless otherwise agreed in writing by Auto Grab (including where otherwise identified on any Invoice issued by Auto Grab), all Invoices are payable by the Client within 30 days from the date of Invoice. Auto Grab reserves the right to invoice the Client either:

i) before the provision of Services; 

ii) during the provision of Services; or 

iii) after the provision of Services.

b) Auto Grab may charge the Client interest on amounts not paid by the relevant invoice due date at a rate equivalent to the official cash rate set by the Reserve Bank of Australia, calculated daily from the relevant invoice due date until the date of payment in full of the overdue debt.

c) The Client agrees to bear all reasonable costs incurred by Auto Grab in collecting any overdue amounts including but not limited to collector agency fees, legal fees and court costs.

d)  No amount owing whether present or future, actual, contingent or prospective and on any account whatsoever by the Client to Auto Grab may be offset against any amount owing whether present, future, actual, contingent or prospective of the Client to Auto Grab hereunder on any other account whatsoever.

e)  If the Client disputes payment of an invoiced amount it must:

i) pay any undisputed amount whilst the dispute is being resolved; and 

ii) if it is resolved by the parties that some or all of the amount in dispute ought to have been paid when due at the time it was invoiced, then the Client will pay the amount finally resolved, together with interest on that amount in accordance with clause 9(b). 

 

10) ACCOUNT 

The Client acknowledges that using the Services will require the creation of a User Account. The Client acknowledges that its User Account is valuable, and that it is responsible for maintaining the User Account’s confidentiality and security. Auto Grab is not responsible for any Losses arising from the unauthorised use of the Client’s User Account. The Client must notify Auto Grab immediately if its username or password is lost or stolen, or if it believes there has been unauthorised access to its User Account.

 

11) ACKNOWLEDGEMENT

 

The Client acknowledges and agrees that:

a) Auto Grab in no way guarantees the accuracy of information, content  or data provided in connection with the Services it provides and makes no representations that any prices for vehicles quoted on the Platform or otherwise provided will be the actual prices for which those vehicles are sold;

b) Auto Grab is not endorsed by, directly affiliated with, maintained, authorised or sponsored by any third party websites to which it provides hyperlinks to and the Client’s access to and use of any third party websites is at the Client’s own risk; 

c) any product names, company names, logos, brands and other trade marks or images featured or referred to on the Platform or within the Services are the property of their respective trade mark holders. These trade marks may be registered or protected by law and the client is not permitted to use any trade mark featured or referred to on the Platform or within the Services without the prior written consent of the relevant trade mark holder; and

d) the Client is not authorised or permitted to access or use the Platform, Services or any Intellectual Property Rights comprising the Platform or Services outside Australia or in respect of vehicles located outside of Australia.

 

12) INTELLECTUAL PROPERTY

a) During the Term, subject to your payment of the fees and compliance with this agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable and royalty-free licence to access and use the Platform in accordance with these terms and conditions.

b) The Client must not exceed the specified number of users or volumes specified in an Order at any given time. If there is excessive use of the Services, the Client acknowledges and agrees that Auto Grab will charge additional fees in accordance with the relevant Order, or, if none is specified, in accordance with Auto Grab’s then current price list.

c) Unless otherwise agreed in writing by Auto Grab:
i) the Client acknowledges that Auto Grab is the proprietor or licensee of all rights, including Intellectual Property Rights, in and to materials and information provided by Auto Grab to the Client under or in connection with these terms and conditions, an Order or the Services;
ii) Auto Grab owns all Intellectual Property Rights developed by Auto Grab or the Client under or in connection with these terms and conditions, an Order or the Services (“Developed IP”). All rights in and to Developed IP vest in Auto Grab immediately upon creation. The Client hereby assigns to Auto Grab absolutely and beneficially all of its rights, including Intellectual Property Rights, to or interest in any Developed IP;
iii) to the extent that any rights to or interest in Developed IP do not vest in or are not assigned to Auto Grab under clause 12(c)(ii), the Client undertakes to do all things necessary and required by Auto Grab for the proper vesting or assignment of such rights, including executing all documents or assignments and providing all necessary information records or materials to Auto Grab or any other party;

iv) Auto Grab does not transfer or grant any rights to the Intellectual Property Rights in the Platform, other than the limited licence granted under clause 12a);

v) to avoid doubt, the Client is not authorised or permitted to sell or grant additional licences, sub-licences or any other access to the Platform or Services or use or otherwise disclose data, information or content obtained through the to third parties for any purpose [(other than to provide quoted prices to customers)   / other than as permitted by Auto Grab]; and

vi) the Client must immediately notify Auto Grab if it becomes aware that the Services may infringe on the Intellectual Property Rights of a third party.

 

13) LICENSES THAT YOU GRANT TO US

a) You grant to Auto Grab:

(i) the right to obtain, by any means, all Client Data; and 

(ii) a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence (including the right to sub-licence) to publish, reproduce, make available, perform and display, translate, modify, create derivative works from, distribute and otherwise use any and all such Client Data (including any auto listing published on the Client’s website) through any medium, including print, online or other, whether alone or in combination with other content or materials, in any manner and by any means, method or technology in connection with the provision of the Services, to develop and improve the Platform and/or the Services and/or to use the Client Data for other purposes which Auto Grab considers reasonably necessary or desirable for its business operations. The Client also agrees to have the relevant individual author waive, consent and not to enforce, any “moral rights” or equivalent rights. 

This clause survives termination or expiration of this agreement.

b)  You represent and warrant that you have the necessary rights, including all required permissions and authorisations, to provide any and all Client Data that you provide to Auto Grab in connection with the Platform, the Services and these terms and conditions.

c) You consent to the alteration, modification or adaption of Client Data by Auto Grab for any reason, including to ensure that your Client Data does not infringe these terms and conditions.

d) To the extent that you or any author has moral rights (in accordance with the Copyright Act 1968 (Cth)) in Client Data, you provide, or have obtained from any such author, an irrevocable and unconditional consent in favour of Auto Grab, its successors, assignees, licensees and any other person authorised by any of them to use, modify or deal with Client Data (whether or not currently in existence) in accordance with this clause 1 3).

e) We collect, use, disclose, store and handle Personal Information, in accordance with our Privacy Policy

f) You warrant and represent that you will not provide any Client Data that includes or incorporates any Personal Information or Confidential Information of another person unless you have addressed all applicable notification, consent and other requirements applying under Privacy Laws or confidentiality requirements to enable our use of Client Data as contemplated in this clause 13.

 

14) CONFIDENTIALITY

a) Subject to clause 13) and clause 14)b), neither party may, without the other party’s prior written consent, disclose to any third party or use other than for the purposes of providing the Services, any Confidential Information of the other party imparted to or obtained by it during or in connection with the provision of Services. This obligation of confidence will cease to apply in relation to information that the party is required to disclose by any law.

b) The Client expressly acknowledges and agrees that Auto Grab may provide the Client’s Confidential Information to any government agency in connection with the provision of Services and to run the vehicle registration numbers you provide to us on a daily basis.

c) The Client must not memorise, modify, reverse engineer or make copies, notes or records of Auto Grab’s Confidential Information for any purpose other than in connection with the performance of its obligations under these terms and conditions.

d) On the expiration of the Term, each party must promptly deliver to the other party all documents or other materials containing or referring to the other party’s Confidential Information which are in that party’s possession, power or control.

e) This clause survives termination or expiration of this agreement.

 

15) WARRANTIES

a) All warranties and conditions that are capable of exclusion and would, apart from this clause, form part of these terms and conditions, are expressly excluded.

b) Except where legislation may not be limited, or where a limitation of a liability would otherwise render Auto Grab liable to a penalty, Auto Grab’s liability for any breach or non-compliance with a Consumer Guarantee in connection with the provision of the Services and these terms and conditions is limited to any one of the following, as determined by Auto Grab:

i) the refund of the price paid by the Client for the Services; or

ii) re-performance of the Services.

c) To the extent the law permits and notwithstanding any other clause of these terms and conditions, neither party will be liable to the other for any Consequential Loss.

 

16) INDEMNITY

a) The Client must fully indemnify, and keep indemnified, Auto Grab from and against any Loss or Claims that Auto Grab incurs arising out of, or in connection with, a third party claim against Auto Grab arising from the Client’s use of the Services, except for Losses arising from:
i) a breach of these terms and conditions by Auto Grab, its employees, contractors or agents; or 

ii) any gross negligence, wilful misconduct or fraud that was solely the responsibility of Auto Grab, its employees, contractors or agents.

b) Auto Grab will take all reasonable steps to mitigate any loss or damage suffered or incurred by it in relation to any Claim made under this indemnity. 

 

17) RELEASE AND LIMITATION OF LIABILITY 

a) Without in any way limiting clause 15, the Client acknowledges and agrees that Auto Grab makes no representations in relation to the success or outcome of the Services with respect to buying or selling vehicles or of the accuracy of any data or information available through Auto Grab Services.

b) Subject to clause 17(c) and to the maximum extent permitted by law (and subject to our liability under any Consumer Guarantee), the total cumulative liability of Auto Grab for any Loss suffered by the Client under or in connection with the Services, an Order or these terms and conditions (whether in tort (including negligence) for breach of contract (including under any warranty or indemnity) or breach of statute or otherwise) is limited to the amount paid to Auto Grab by the Client in the 12 months preceding a Claim being made. 

c) Auto Grab’s liability to the Client will not be limited if it is unlawful to do so and the limitation of liability at clause 17(b) does not apply if the Client’s loss is as a result of Auto Grab’s gross negligence, fraud or wilful misconduct.

 

18) CANCELLATION

a)  Subject to clause 18(b), either party may cancel this agreement by providing the other party with  2 months written notice. 

b) If the Client has committed to a minimum term in the Order, the Client is liable to pay for the provision of Services ordered by the Client for the minimum term specified in the Order.  

c) Either party may cancel or suspend this agreement (including an Order) if the other party breaches these terms and conditions and: 

i) where the breach is not capable of remedy, such cancellation will be effective immediately; or

ii) where the breach is capable of remedy, the other party has not remedied the breach within 14 days of being provided with notice of the breach.

d) On termination of this agreement in accordance with clauses 18(a)  or 18(c)  (except where Auto Grab is the party who has committed a breach pursuant to clause 18(c)), Auto Grab may in addition to any other rights it may have under this agreement (including clause 4(b)) or at law require immediate payment of all amounts due and payable to Auto Grab under this agreement. 

e) Upon termination, the intellectual property licence granted by Auto Grab to the Client in clause 12(a) will automatically be terminated.

f) This clause will survive the termination or expiry of this agreement.

 

19) SUPPLIER ASSIGNMENT AND SUBCONTRACTING

a) Auto Grab may subcontract any of its obligations under these terms and conditions without the prior written consent of the Client.

b) The Client must not assign or novate any or all of its rights or obligations under these terms and conditions without the written consent of Auto Grab.

 

20) FORCE MAJEURE

a) Auto Grab is not liable for any failure to perform any of its obligations under these terms and conditions as a result of any event beyond its reasonable control including, without limitation, where Auto Grab is prevented or hindered from delivering or supplying the Services as a result of any strikes, lockouts or other labour difficulty, inability to obtain any necessary materials, products, equipment, facilities or services from usual suppliers on usual terms, power or water shortage, accidents or breakdowns of plant, machinery, software, hardware or communication network. In such circumstances, Auto Grab may suspend performance of any obligations under these terms and conditions while the event continues. Auto Grab shall not incur any liability to the Client in respect of such suspension.

b) If any of the above events occur for more than 30 days, either party may, without liability, terminate any affected Order and/or these terms and conditions immediately by notice in writing to the other party.

 

21) SEVERANCE

If any provision of these terms and conditions or its application to any person or circumstance is or becomes invalid, illegal or unenforceable the provision shall, so far as possible, be read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of these terms and conditions shall not in any way be affected or impaired.

 

22) CHANGES

If Auto Grab changes these terms and conditions such changes will not apply retrospectively. Auto Grab will reasonably endeavour to provide the Client with 60 days’ notice of material changes to these terms and conditions before they become effective. When Auto Grab provides a notice to the Client it will do so via email or by posting a visible notice through its Services. If the Client finds a modified term unacceptable, it may terminate its subscription by giving the standard advance notice to Auto Grab in accordance with these terms and conditions.

 

23) WAIVER

Waiver by Auto Grab of a breach of these terms and conditions or of any right or power arising on a breach of these terms and conditions must be in writing and signed by Auto Grab. A right or power created or arising on a breach of these terms and conditions is not waived by any failure to exercise or delay in exercising, or a partial exercise of, that or any other right or power.

 

24) TAXES AND DUTIES

Notwithstanding any other clause in these terms and conditions, to the extent that any supply made under or in connection with these terms and conditions attracts GST, the Client must pay to Auto Grab, in addition to the consideration provided for under these terms and conditions for that supply an amount (additional amount) equal to the amount of that consideration multiplied by the rate at which any GST is imposed in respect of the supply. The Client must pay to Auto Grab the additional amount at the same time as the consideration to which it is referable. The Client is responsible for paying any other duties, taxes or charges, including any stamp duty (if applicable), in relation to the Services.

 

25) GOVERNING LAW

These terms and conditions are governed by the laws of the State of Victoria, Auto Grab and the Client submit to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.

Last updated: 1 October 2025