Genira Terms & Conditions

General Terms & Conditions for Genira.

Last updated on 15/08/2025.

1. General

1.1  By agreeing to these Terms, you, being the person or entity that registers with us (the Customer or you) are entering into a binding legal agreement with Genira Pty Ltd (ACN 670 754 971), its successors, assignees and related bodies corporate (defined in the Corporations Act 2001 (Cth)) (Genira, we or us) and agree to comply with any and all applicable laws and regulations, whether domestic or international.

1.2  We offer a cloud based software-as-a-service platform (Platform) that enables you to upload files (such as STL and PLY), to generate 3D models. The Platform operates on a prepaid credit based model where users will be prompted to purchase credits, which are then used to generate 3D models. Each user will receive a free amount of credits, determined by their top-up amount (collectively, the Services).

1.3  By accessing, purchasing, or otherwise using the Platform, including registering to use the Platform or our Services, you agree to be legally bound by these terms of use (Terms).  If you do not agree to these Terms, you must cease using the Platform and our Services immediately.

1.4  You warrant and represent to Genira that you have read and understood these Terms and have the authority and legal capacity to enter into and be bound by these Terms. You agree to pay any fees specified by us for the use of and access to the Services (Fees).

1.5  Capitalised terms are defined throughout these Terms.

1.6  We reserve the right to audit your use of the Platform and Services and your compliance with these Terms.

1.7  Our Privacy Policy (Privacy Policy) is incorporated into these Terms.  You agree to the terms of our Privacy Policy when accessing or using our Platform and Services. In the event of any inconsistency, these Terms will take precedence.

1.8  You agree to allow Genira to send you emails regarding the Services, including any information regarding or relating to our products, in accordance with our Privacy Policy.

2. Use of Platform and License

2.1  We offer a monthly free credit the equivalent of 5 designs, after which you will be prompted to top up your account to continue using the Platform.

2.2 Subject to these Terms and to your payment of the Fees, Genira grants you, a limited, non-exclusive, non-transferrable, non-sublicensable licence to access and use the Services, for sole use by you, in accordance with the conditions set out in these Terms (Licence).  You acknowledge that we may grant any other number of licences for the Platform and Services to any other parties.

3. Services

3.1  You may use the Platform to upload files (such as but not limited to STL and PLY), to generate 3D models.

3.2  You agree that you are solely liable for:

  • ensuring that any inputs, details, specifications, files, moulds, or settings that you select or input on the Platform are correct and accurate; and
  • any outputs, files, moulds or other material generated on the Platform (together the Outputs), or any decisions made by you based on any such Outputs.
  • You agree that we are not liable where the Results are incomplete, inaccurate or misleading for any reason.
  • You may elect to receive automated email notifications about the Platform. By selecting to receive such emails, you expressly consent to us sending you automated emails to your nominated email address in the frequency selected or specified at the time of selection. Please refer our Privacy Policy for further details.

4. Intellectual Property

4.1  In these Terms, unless the context otherwise requires:

       Genira IP refers to all intellectual property rights in the Platform and Services, including but not limited to:

  • all text, graphics, user interfaces, photographs, trade marks (whether registered or common law trade marks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction, logos, and artwork including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content, contained on or in our Platform;
  • any intellectual property rights in the Services, and Platform and any related software, interface and documentation;
  • all rights in respect of an invention, improvements, discovery, trade secret, secret process, know-how, concept, idea, information, process, data, formula or work product; and
  • software, code, documents and all products and services developed in whole or in part by Zydex Pty Ltd (ACN 114 410 070) (Zydex).
  • For the avoidance of doubt, Genira IP does not include any data obtained from third party sources such as Google, or uploaded to the Services by you. Ownership and title to any third party data remains with the original owner of such data.
  • Zydex retains all title, rights in and ownership of the Genira IP and reserves all rights not expressly granted to you in these Terms. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any licence to, or assignment of, any Genira IP, whether by estoppel, implication or otherwise.
  • No licence in any Genira trade marks is granted under these Terms.
  • You must not use any of Genira IP other than as permitted under these Terms, without the prior written approval of Zydex.

5. Fees

5.1  In consideration of the Licence granted under these Terms, you agree to pay us all the Fees due according to these Terms and as notified to you by Genira.

5.2  Your billing cycle will commence on the Commencement Date or any other such date specified by Genira. Your Fees will be due and payable immediately.

5.3  You authorise Genira and our relevant payment processors, such as Stripe, to obtain payment from you for the Fees as and when our fees become due (including, without limitation, ongoing Fees plus relevant taxes and duties – if applicable) and to store your payment information and any other information related to your payment or provision of the Services as outlined in our Privacy Policy.  You consent to and accept responsibility, for all recurring charges to your credit or debit card (or other payment method, as applicable) based on this automatic renewal feature without further authorisation from you and without further notice except as required by law.  You understand and agree that if your payment is processed by a third party processor, that the processor has its own terms and conditions and privacy policy to which you must accept and agree to in order for us to process payment. By making payment via such processor, you warrant and represent to us that you have read, understood and agreed to such terms and policies. To the extent permitted by law, we are not responsible for the actions, omissions, or data handling practices of any third-party payment processor, including how they collect, use, or store your personal information.

5.4  You warrant and represent to us that at all times during the term of your Licence you will ensure that we have valid and up to date payment details, including credit card details and you grant us the authority to automatically debit the Fees due to us from the payment methods you have provided to us, including credit card. The parties agree that this authority will remain in force until either party validly terminates these Terms. It is your responsibility to ensure that all charges processed are accurate. You agree that you will notify us within 30 days from a billing date if any charge is not accurate after which date you will be deemed to have accepted all charges and to have waived any claim regarding a disputed charge.

5.5  We reserve the right to modify the Fees, our pricing structure and pricing terms at any time with notice to you in writing. Any such modification will be effective from the next renewal, billing period, upgrade or downgrade of your Licence.  If you do not accept any increase in fees then you may terminate your Licence within 30 days of notification to us of the revised Fees. If we do not receive any termination notice from you within 30 days of the Fee variation notification, you are taken to have accepted the increased Fees which will be applied to your next billing cycle.

5.6  All Fees are exclusive of all federal, state and other governmental taxes, goods and services tax and other such charges (Taxes).  You are required to pay all Taxes at the same time as your payment of the Fees.

5.7  Except as expressly set out under these Terms, or as required by law, the Fees paid or payable under these Terms are non-refundable irrespective of your use or non-use of the Platform, Services or Licence.

5.8  You also agree that you will pay on demand and we may recover from your our costs of recovering any amounts owed to us under this agreement, including debt recovery fees and legal costs on a full indemnity basis.

5.9  You must not pay or attempt to pay the Fees through any fraudulent or unlawful means.  If your payment is not able to be successfully processed, or if we, in our sole discretion, suspect that it has been paid for using any fraudulent or unlawful means, we may immediately suspend or terminate the Services.

5.10  Please note that certain payment methods may involve agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we do not receive payment from you or your payment provider, you agree to directly pay to us all amounts due to us upon demand from us.  Your non-termination or continued use of the Services reaffirms that we are authorised to charge your nominated payment method.

6. Updates and feature requests

6.1  Genira may, in its absolute discretion, make automatic further updates (such as error fixes, new features, compatibility upgrades, etc.) available to you. In some cases, in our sole discretion, these updates may only be available for particular Subscription Tiers.  You acknowledge and agree that such upgrades may affect or change the functionality of the Platform and Services.

6.2  You acknowledge and agree that these Terms will continue to apply to your use of any such updates forming part of the Services unless otherwise stated by a separate agreement accompanying the update.

6.3  You may request feature updates in writing to us via the Platform and we may, in our sole discretion, implement such features to the Platform.  You acknowledge and agree that by requesting any features for the Platform, you assign to Zydex any intellectual property rights to such feature and waive any moral rights you may have in such feature, and that we may implement such features in our sole discretion.

6.4  Genira is not obliged to issue any updates to you or implement any feature updates.

7. Use of Services

7.1  To the extent that you upload, publish or transmit any data, content or other material through your use of the Services, you represent and warrant to Genira that you own all rights including intellectual property rights in, or have authorisation for, or are otherwise legally entitled to upload, transmit or use such material. You indemnify and hold harmless Genira, its affiliates, agents, principals, contractors or employees for any loss, liability, cost or expense arising from or in connection with any breach of any intellectual property rights or any other claim that results from your publication or use of such material.

7.2  You agree that you will not, either alone or through any other party:

  • violate a security measure set up by Genira or violate a condition defined by Genira for the use of the Services;
  • make the Services available to a third party in whole or in part outside of the scope of the Services;
  • alter or remove the copyright notices, trademarks or other proprietary rights or other communications of the Genira IP;
  • use the Services to perform performance tests, system tests, or any other tests that adversely affect the use of the Services;
  • make any copies of any Genira IP;
  • use the Services to transmit or upload any computer viruses, worms, Trojan horses or other malware, or to trespass or burden any network capacity;
  • distribute, sub-licence, disclose, market, or transfer the Services to any party, or permit any person or entity to have access to the Services by any sharing, remote computing or hosting services or time sharing arrangement;
  • circumvent, disable or otherwise interfere with security-related features of the Services or features that determine whether you are acting in accordance with these Terms;
  • use the Services in a way which impairs the functionality or reliability of the Services;
  • use the Services to publish or disseminate content that may be found to be defamatory or illegal;
  • remove, obscure, deface or alter any of Genira or any third party’s copyright notices, trade marks or other proprietary rights affixed to the Services or any Genira IP;
  • copy, decompile, modify, reverse engineer, disassemble, attempt to derive the source code of Genira IP or any of their components except as expressly permitted by these Terms, or in writing by Genira; or
  • in any form, or by any means, adapt, reproduce, store, distribute, display, publish or create derivative works from any part of the Services or any Genira IP without Genira’s express written permission.
    • You agree that Genira may, in its absolute discretion, limit your access to, or use of, the Services if, in its opinion, your use of the Services is excessive (being use outside of normal business use) or unreasonable or impacts on the usability or reliability of the Services for Genira or other users, or breaches these Terms.
    • Genira may require that you remove or delete any content uploaded onto the Services or your account within five (5) business days by written notice to you if Genira reasonably considers that such content:

(a)  infringes upon a third party’s rights (including intellectual property rights);
(b) is, or is likely to be, defamatory or to damage the reputation of Genira;
or (c) creates any third party liability for Genira.

7.5  If Genira deletes any content uploaded by you in accordance with clause 7.4, Genira will not be liable for any loss, damage, or expense incurred by you as a result of such deletion.

7.6  You agree to use the Services in compliance with all applicable laws of the countries in which you or your customers reside, access or use the Services. 

8. Your obligations

8.1  You agree that you are solely responsible and liable for:

  • immediately notifying Genira of any changes to your details, connections and requirements or any other details which may affect the provision of the Services;
  • obtaining and maintaining all computer hardware, software, and communications equipment needed to access the Services; and
  • implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against malicious content, including but not limited to computer infection, viruses, worms, trojan horses, and other code that manifest contaminating or destructive properties.

8.2  You acknowledge that the delivery of the Services may be dependent on you fulfilling your obligations under these Terms in a timely manner.  Without limiting Genira’s other rights under these Terms, if you fail to reasonably comply or delay in complying with any of your obligations under these Terms, Genira may, at its election:

  • suspend performance of the Services for the period of the non-compliance; or
  • continue to provide the Services and charge you for any reasonable additional costs incurred by Genira.
    • You acknowledge that you remain liable to pay the Fees during any period of suspension under this clause 8.
    • Genira shall not be liable for any breach, delay or non-performance of Services due to any breach or delay of you, or any third party (including but not limited to internet service providers, website hosts, etc.) in complying with its obligations under these Terms, including but not limited to, unavailability of the whole or part of the Services due to you failing to comply with clause 8.2.
    • Where the performance of the Services requires the use of third party software, the Customer must agree to any relevant licenses and terms of use required by that third party prior to any use of such third-party software or data.

9. Your account

9.1  For some Products, access may require a unique access code, token, username and/or password (Security Credentials). You must ensure that it is only accessed and used by the number of users specified for your account.

9.2  You must not release, distribute, publish or otherwise make public any Security Credentials provided to you in relation to the Services to any person.

9.3  You agree that you are responsible for maintaining the security of any account, login and Security Credentials, and that you will keep such information confidential. You must immediately notify Genira of any actual or suspected unauthorised use of your account details or any other breach of security.

9.4  You must not allow any unauthorised third parties to access your account on the Platform. If you provide Security Credentials to facilitate access to the Services (or to your data stored thereon) to any third party, you do so at your own risk. You must ensure that any such party accepts and complies with these Terms and that you agree to remain fully liable to Genira for the acts, omissions and negligence of that third party.

9.5  Genira reserves the right to suspend or terminate the Services or any account relating to the Services where it believes there has been a breach of security in relation to an account.

10. Use and Storage of Data

10.1  You acknowledge and agree that you have read, understood and agreed to the Privacy Policy, which outlines the parties’ obligations in relation to security, use and storage of data.

10.2  You may upload files to the Platform in connection with your use of the Services. Uploaded files are retained for up to 30 days after the closure of your account and will be stored in a regional data centre based on your location. Genira staff do not access the contents of uploaded files unless explicitly authorised by you for support or troubleshooting purposes.

10.3  You are solely responsible for ensuring that no personally identifiable information or sensitive data (such as patient names or health information) is included in file names or within the contents of any uploaded files. If you upload such data in breach of this clause, you do so at your own risk. To the extent permitted by law, we are not responsible for any loss, damage or liability arising from a data breach or unauthorised access to such information.

10.4  You agree that Genira may collect, maintain, process and use diagnostic, technical, usage and related information in relation to your use of the Services to develop, provide and improve Genira’ products and services, facilitate product support and verify compliance with these Terms.

10.5  For the purpose of this clause 10, Data means any of the following to the extent it relates to your business:

  • data or information, in whatever form, either entered, uploaded or stored on the Services;
  • information that you create using the Services; and
  • information generated by the Services.
    • Genira will, after the termination of these Terms, delete your Data within ninety (90) days.
    • Genira may provide your Data to:
  • a third party in order to comply with its obligations under these Terms,
  • Genira’ other related entities, in order to comply with its obligations under these Terms; or
  • a third-party service provider, or other party if you request disclosure or a connection with such party.
    • If Genira provides your Data to any third party, Genira will not be liable for that third party not complying with a request to delete that Data, provided that Genira has requested that the third party delete your data.
    • You agree that any information we obtain from you (including automatically from your websites or content management systems) or information you upload, record, create or otherwise store in the Services, is stored by you at your own risk. The Services are not data storage or backup services. While Genira uses reasonable commercial efforts to prevent data loss, it does not warrant that its computers, software, Platform or Services will be free from failures, corruption, security intrusion or interference.
    • To the maximum extent permitted by law, Genira shall have no liability to you for any corruption or loss of data. You are solely responsible for maintaining appropriate backups of any data or files you upload to the Platform. We do not guarantee the retention or recoverability of any uploaded content. 
    • If you facilitate or permit access by any other party to your data in the Services, you are solely responsible for the actions of that party. Genira shall not be liable for any addition, modification or deletion of your information or data resulting from such access by any third party.
    • You acknowledge and agree that Genira may retain and use data generated through your use of the Platform for the purpose of improving, developing, and enhancing our services, including through the training of AI models and the analysis of usage metrics (such as how frequently certain settings are adjusted).
    • All such data will be anonymised and aggregated before use, and will not identify you or any individual. This processing is conducted in compliance with applicable data protection laws and does not involve the use of any personally identifiable information.

11. Third-Party Services and Data Collection

11.1  The Platform integrates with third-party services to provide certain functionalities. These services may collect and process your data in accordance with their own terms and privacy policies, which you are responsible for reviewing and accepting. Specifically:

  1. Auth0 is used for login authentication.
  2. Stripe is used for billing and payment processing.
    • These providers are independent controllers of the data they collect, and Genira does not control how they handle your personal information. By using the Platform, you acknowledge and agree that your information may be shared with or collected directly by these third parties as required to facilitate login and billing functionality.
    • Genira only collects the minimum account information necessary to provide the Services and complies with applicable data protection laws.
    • Additionally, third-party design integrations available through the Platform may require you to create or link separate accounts. These integrations are governed by their own privacy policies and terms and conditions. You are responsible for managing those accounts and consents independently, similar to using a social login (e.g., Google or Facebook) with other services.

12. Third-Party Services and Services

12.1  The Services may access, or contain links to, websites or services controlled by third parties. Genira does not guarantee the availability, accuracy, completeness, reliability, or timeliness of such websites or services, nor its stock information, location data or any other data displayed or located thereon. You agree and acknowledge that Genira is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of third-party materials or websites. You agree that such actions are your responsibility.

12.2  You agree that Genira, its affiliates, agents, principals, contractors or employees shall have no liability to you for content that may be found to be offensive, indecent, objectionable or illegal either on the Services or any third-party website or software.

13. Warranties

13.1  You warrant and represent to Genira that you:

  • have the legal capacity and authority to enter into these Terms;
  • have the authority to act on behalf of any person or entity to whom the Services are provided; and
  • are responsible to determine that the Services meet your needs and are suitable for the purposes for which they are used.

13.2  You agree that you will not and will not permit any third party to: 

  • use the Services for any purpose other than for its own lawful internal business purposes, in accordance with these Terms;
  • alter, copy, modify or create any derivative works of the Services, the underlying source code, or any documentation in any way, including but not limited to, customisation, translation or localisation;
  • rent, lease, license, sublicense, encumber, sell, offer for sale, or otherwise transfer rights to the Services or documentation, including for timesharing;
  • port, reverse compile, reverse assemble, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code in the Services;
  • copy, distribute, link, frame, mirror or otherwise make available any portion of the Services to any third party, except where such copies or links are made available through Genira;
  • remove or alter any logos, trade marks, links, copyright or other notices, legends or markings from the Services;
  • attempt to access the accounts or data of any other user without authority of that user or us;
  • upload or distribute any data that contains viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services;
  • engage in unlawful, obscene, harassing, intimidating, threatening, predatory or stalking conduct, or conduct that may fall under one of the aforementioned categories;
  • use any programs, scripts, bots or other automated technology to scrape or access the Services or hijack user accounts or log-in sessions;
  • use the Services for benchmarking purposes or otherwise to analyse its workings and features for any competitive purposes or in a manner that imposes unusual demands on the service outside of normal functions and operations; or (l) use the Services other than for their intended purpose.

14. Disclaimer and Limitation of Liability

14.1  The Australian Consumer Law (ACL) contains warranties, guarantees and conditions that cannot be excluded. These Terms do not purport to exclude, restrict or modify the application of the ACL where to do so would contravene the ACL or cause any part of these Terms to be void.

14.2  Subject to the above, and except for warranties that cannot be excluded by law, Genira disclaims all representations and warranties with respect to the Services, either express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, reliability, accuracy or achievement of results.  You acknowledge and agree that Genira does not guarantee uninterrupted access to, or availability of, the Platform. Access may be suspended or limited from time to time due to maintenance, technical issues, or other factors beyond our control. You agree that your use of the Platform and Services is at your own risk, and that the Platform and Services are provided to you on an “as is” basis. Genira’s express warranties in these Terms shall not be varied or increased and no obligation or liability shall arise out of Genira rendering technical or other advice or service in connection with the Services.  It is your responsibility to ensure that the Services are appropriate for your proposed use.

14.3  To the maximum extent permitted by law, Genira is not liable for any loss of files or data, or any indirect, incidental, special, or consequential damages (including loss of profits, revenue, business opportunities, or data), whether arising in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages.

14.4  You are solely responsible for maintaining appropriate backups of any data or files you upload to the Platform. We do not guarantee the retention or recoverability of any uploaded content.

14.5  As the Services rely on third party data sources, we do not make any representations or warranties with regards to the content or availability of the Services or the content of such third party data sources, including their accuracy, reliability, correctness, or genuineness.

14.6  We will use reasonable endeavours to ensure that the Services are updated to function when third party data sources are updated or changed, however we make no representations as to the availability of any particular data source for the provision of the Services.

14.7  To the maximum extent permitted by law, if the Services experiences downtime, your remedies are limited to the following:

  • If downtime occurs for a continuous period of one (1) month or more, you will be entitled to a refund of Fees pre-paid for such period calculated from the first day of downtime.
    • Nothing in these Terms will exclude or limit your liability for a breach of the licence or a provision of these Terms or a party’s liability which cannot be excluded or limited by law. Neither party accepts, and each party excludes, any liability for loss of or damage to tangible property other than that caused by its gross negligence and hereby excludes any other liability for negligence

    • arising pursuant to these Terms.  Under no circumstances will either party be liable for loss of revenue, loss of actual or anticipated profits, loss of contractors, loss of finance, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of or damage to or corruption of data, consequential or indirect loss, or special, punitive or incidental damages whether foreseeable or unforeseeable based on claims of you, Genira or any third party arising out of any breach or failure of express or implied warranty conditions or other term, breach of contract, misrepresentation, negligence, other liability in tort, failure of any remedy to achieve its essential purpose or otherwise.

      • You agree that to the maximum extent permitted by law, in no event shall Genira, its affiliates, agents, principals, contractors or employees or any party acting on Genira’s behalf be liable for loss or damages (including, but not limited to direct or indirect, special, incidental or consequential damages), howsoever caused (including, but not limited to loss or corruption of data, loss of profit, failure to transmit or process data, system failures, business or service interruption, reliance on third party data), whether arising in contract, negligence, tort, equity or statute, in connection with, arising out of, or relating to, your use or inability to use the Services.
      • You agree that to the maximum extent permitted by law, any liability of Genira that cannot be excluded by law is limited, at Genira ‘s option, to the re-supply of the services or a refund of the total price actually paid by you to Genira for the Services for the six (6) months preceding the date on which the liability arose.

15. Release and indemnity

15.1  You agree to indemnify, hold harmless, release and discharge Genira, its affiliates, agents, principals, contractors and employees in respect of any claim, action, cost, charge, expense, penalty, fine, payment,  loss or damage which Genira suffers, incurs or is liable for, whether directly or indirectly, including but not limited to, any special, incidental or consequential damages and legal costs, arising from or in connection with your act, omission fraud, wilful misconduct or negligence, your use or misuse of the Services,  your breach of these Terms or your breach of any third party agreement (including in relation to any third party agreements entered into on your behalf by Genira under these Terms).

16. Termination

16.1  You may terminate these Terms for any reason after the Minimum Term (if any) by cancelling your Subscription via the Platform.

16.2  Without prejudice to any other remedies, Genira  may immediately suspend or terminate your use of the Platform, or these Terms, or cease offering the Services, in its absolute discretion, at any time and without notice to you if:

  • you are in breach of any obligation (including those relating to payment) under these Terms which has not been remedied after two (2) days written notice;
  • you have breached these Terms and that breach is not capable of remedy;
  • any money payable to Genira becomes overdue, or in Genira’s opinion, if you will be unable to make a payment when it falls due;
  • you become or are suspected to be, insolvent, convene a meeting with your creditors or propose or enter into an arrangement with creditors, or make an assignment for the benefit of your creditors; or
  • a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of you or any of your assets.
    • Any amounts owing to Genira at the time of the suspension or termination shall become immediately due and payable.
    • Genira may terminate these Terms at any time and for any reason on 30 days’ notice without the requirement to provide you with reasons. If Genira terminates these Terms under this clause 16, then any pre-paid and unused portion of your Fees will be refunded, except as required by law, in no other instances will any Fees be refundable.  Genira will not be liable to you for any further loss or damage arising out of or in connection with Genira exercising its rights under this clause.  
    • Genira may suspend the Services and suspend your access to the Services or any part of the Services until any relevant Fees have been paid in full or until any breach of these terms or a licence agreement is remedied in accordance with the relevant licence agreement.
    • Upon termination of these Terms, Genira may immediately remove any access to the Services, disable the Services and/or delete your account and data.

17. Support

17.1  If you have any support enquiries, you may send through a support ticket via the Platform or you may contact us at genira-support@genira.com. We will use reasonable endeavours to provide acknowledgement of the support enquiry within five (5) business days.

18. Feedback and Dispute Resolution

18.1  If there is a dispute between the parties, the parties agree to adhere to the dispute resolution procedure set out in this clause.

18.2  The complainant must advise the respondent in writing, the nature of the dispute, the desired outcome of the dispute, and the action the complainant believes will settle the dispute.  The parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting) within 14 days of the second party receiving the complainant’s notice. 

18.3  If the parties cannot agree on how to resolve the dispute at the Initial Meeting, either party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The parties must attend the mediation in good faith, to seek to resolve the dispute.

18.4  Any attempts made by the parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the parties under these Terms, by law or in equity.

18.5  Except in relation to urgent, injunctive or interlocutory proceedings, the parties agree that neither party may issue proceedings until they have acted in accordance with this clause. 

19. General

19.1  Amendment: Genira may, in its sole discretion, modify these Terms or include new or additional terms regarding the use of the Services and Genira’s ‘ associated software and services. Such modifications or additions are incorporated into these Terms and will be effective immediately upon notice to you. Your continued use of the Services will constitute your agreement to be bound by the Terms, as amended. If you do not agree to the amended Terms, you may terminate these Terms and any relevant licence by providing written notice to Genira within 30 days of the date of notification of the change and any pre-paid unused portion of your licence fees will be refunded.

19.2  Assignment: You may not assign, sell, lend, sub-licence or otherwise deal with or transfer your rights to access and use the Services to another party without prior written permission from Genira.  For the purposes of clarity, if you are a company or trust, a Change of Control as defined in the Corporations Act 2001 (Cth) constitutes an assignment under these Terms.

19.3  Benefit of Terms: These Terms are made for the benefit of the parties only and are not intended for the benefit of any third party or to be enforceable by a third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to these Terms are exclusive to each party and not subject to the consent of any third party.

19.4  Entire Agreement: These Terms (and all other terms and conditions and policies that are incorporated by these Terms) make up the entire agreement between the parties, and supersede all prior written and oral agreements, representations, undertakings and understandings.  Where there is an inconsistency between these Terms and any additional terms, these Terms will prevail.

19.5  Force Majeure: You agree that Genira will not be liable for any delay or failure to perform its obligations under these Terms if such delay is due to any circumstance beyond its reasonable control. If Genira is delayed in performing its obligations due to such a circumstance for a period of at least one (1) month, Genira may terminate these Terms by providing five (5) business days’ notice in writing.

19.6  Relationship of parties: The parties are independent contractors and nothing in these Terms gives rise to any other relationship in the nature of partnership, joint venture, agency employment or representative. Neither party shall have the right or power to create or assume any obligation or liability on behalf of the other party as a result of these Terms or any term, activity, right or obligation contemplated by these Terms.

19.7  Set-off: You shall not be entitled to set off against or deduct from any amounts owed to Genira, any sums owed or claimed to be owed to you by Genira nor to withhold payment of any invoice because part of that invoice is in dispute.

19.8  Severability: If, for any reason, a court of competent jurisdiction finds any portion of these Terms to be unenforceable or ineffective, then that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remainder of the Terms shall continue in full force and effect.

19.9  Waiver: A waiver by a party of a provision or a right under these terms is binding on the party granting the waiver only if it is given in writing and is effective only in the specific instance and for the specific purpose for which it is given.

19.10  Governing law and jurisdiction: These Terms shall be governed by and will be construed in accordance with law of the State of New South Wales in Australia and without regard to conflict of law principles. The parties agree to submit without objection to the jurisdiction of the courts of New South Wales.