Limitation of
Liability & Indemnity

  1. Except in respect of liability for breach of a guarantee implied by the Australian Consumer Law, neither party is liable to the other party for any indirect, special or consequential loss or damage incurred by the other party, including but not limited to liability for loss of profits, loss of business opportunity, loss of savings, or loss of data or access to data.

  2. Innovation360 is only liable for direct loss (i.e for any loss which falls under the first limb of Hadley v Baxendale (1854) 9 ex 341 being that which arises naturally, according to the usual course of things) incurred by you as a direct result of one or more breaches by Innovation360 of its obligations under these Terms of Services. However, to the extent permitted by law, and except with respect to any direct loss excluded by this Terms of Service, Innovation360’s liability for all such direct loss is capped, in the aggregate, at an amount equivalent to the fees paid by you to Innovation360 in the 12 months preceding the breach (or where there are multiple breaches, at an amount equivalent to the fees paid by you to Innovation360 in the 12 months preceding the last breach).

  3. Further, Innovation360 will not have any liability for any direct or other loss or damage to the extent you caused or were responsible for such loss or damage or the loss or damage was caused by a matter beyond Innovation360’s control, including but not limited to where caused by any upstream supplier of Innovation360.

  4. Any services supplied by Habitat3 to you may come with implied non-excludable guarantees which are regulated by the Australian Consumer Law. The extent of the implied guarantees depend on whether you are a ‘consumer’ of those services within the meaning of that term pursuant to the Australian Consumer Law as amended.

  5. If the services supplied by Innovation360 to you are supplied to you as a 'consumer' of those services within the meaning of that term in the Australian Consumer Law as amended you will have the benefit of certain non-excludable rights and remedies in respect of the services and nothing in these Terms of Service exclude, restrict or modify any condition, warranty, guarantee, right or remedy which pursuant to the Competition and Consumer Act 2010 (Cth) is so conferred. However, if the services are subject to a non-excludable condition, warranty, guarantee, right or remedy implied by the Australian Consumer Law and the services are not ordinarily acquired for personal, domestic or household use or consumption, then pursuant to section 64A of the Australian Consumer Law, Innovation360 limits its liability for breach of any such non-excludable warranty, guarantee, right or remedy implied by the Australian Consumer Law or expressly given by Innovation360 to you, in respect of each of the services, at the option of Innovation360, to one or more of the following:

  6. the supplying of the services again; or

  7. the payment of the cost of having the services supplied again.

  8. You indemnify Innovation360 and its officers, employee and agents (Indemnified Parties) against any direct, indirect and consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of the Indemnified Parties as a result of any allegation, claim or proceedings brought by a third party against any Indemnified Party in connection with: (i) any material, data and/or content generated, uploaded and/or submitted by you (or any of your customers or clients) to us, in the course of your or their use of any services that we make available to you; (ii)  any material, data and/or content that you host with Innovation360; (iii) your breach of the Privacy Act and/or any other applicable law (including, but not limited to, the General Data Protection Regulation (GDPR)); and/or (iv) your breach of these Terms of Service.