Thundercloud Terms and Conditions

Please read these Terms and Conditions carefully. All contracts that We may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and We will ask for Your express acceptance of these Terms and Conditions before providing any such services to You. 

If You accept these Terms and Conditions on behalf of a company or other legal entity (whether as authorized employee, agent or attorney), You represent that You have the authority to bind such entity and its Affiliates to these Terms and Conditions and any Agreement, in which case the terms “You” or “Your” shall refer to such entity and its Affiliates.

We may modify these Terms and Conditions from time to time by reasonable advance notice to You (including by resubmitting revised terms to you for acceptance or notifying You of the update using the email address that You enter into Your Platform account). 

We will always upload the latest version of these Terms and Conditions to this webpage. 

If You do not wish to accept these Terms and Conditions, You must not and cannot use the website or the Platform.

  1. Definitions
  1. In these Terms and Conditions, except to the extent expressly provided otherwise:

"Access Credentials" means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

"API" means the application programming interface for the Hosted Services defined by Us and made available by Us to You;

"Business Day" means any weekday other than a bank or public holiday in New South Wales, Australia;

"Charges" means the following amounts:

  1. the amounts specified in Section 3 of the Services Order Form;
  2. such amounts as may be agreed in writing by the parties from time to time; and
  3. amounts calculated by multiplying Our standard time-based charging rates (as notified by Us to You before the date of the Agreement) by the time spent by Our personnel performing the Support Services (rounded down by Us to the nearest quarter hour);

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);

"Customer" means the person or entity identified as such in Section 1 of the Services Order Form;

"Customer Data" means all data, works and materials uploaded to or stored on the Platform by You, transmitted by the Platform at the instigation of You, supplied by You to Us for uploading to, transmission by or storage on the Platform;

"Customer Indemnity Event" has the meaning given to it in clause 15.1;

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while they are in force and applicable, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles; 

“Derived Data” means any Data (wholly or in part) manipulated to such a degree that it (a) cannot be identified as originating or deriving directly from the Services Data or the Services and cannot be reverse-engineered such that it can be so identified; and (b) is not capable of use substantially as a substitute for the Services Data or the Services;

"Documentation" means the documentation for the Hosted Services produced by Us and delivered or made available by Us to You;

"Effective Date" means the date upon which the parties execute a hard-copy Services Order Form or, following Your agreeing to these terms and conditions published by Us on Our website, and presented to You the date upon which We send to You an order confirmation;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Free Trial” means a free trial of the Platform or Services offered by Us from time to time. 

“Free Trial User” means anyone using the Platform or Services as part of a free trial offered by Us.

"Hosted Services" means the Thundercloud Platform, as specified in the Hosted Services Specification, which will be made available by Us to You as a service via the internet in accordance with these Terms and Conditions;

"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in Section 2 of the Services Order Form and in the Documentation;

"Intellectual Property Rights" means 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, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Minimum Term" means, in respect of the Agreement, the period of 24 months beginning on the Effective Date;

"Personal Data" has the meaning given to it in the Privacy Act 1988 (Cth) and the Australian Privacy Principles; 

"Platform" means the Thundercloud platform managed by Us and used by Us to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

"Provider" means Thundercloud Pty Ltd, ACN 647 561 082, a company incorporated in Australia having its registered office at Level 5, 157 Walker Street, North Sydney, NSW 2060 Australia; 

"Services" means any services that We provide to You, or have an obligation to provide to You, under these Terms and Conditions;

Services Data means any Intellectual Property Rights created by Us while providing the Services including any Data generated by the Platform as a result of the use of the Hosted Services by You (including analytics data relating to the use of the Platform and server log files) but not including Your Customer Data;

"Services Order Form" means an online order form published by We and completed and submitted by You, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that We agree in writing shall be supported;

"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

"Third Party Services" means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Hosted Services by Us from time to time in circumstances where You must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider; and

"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

“We”, “Our” and “Us” means the Provider.

“You” means you, the person who utilizes or receives the Services or accesses the Platform for any reason, whether or not You are a registered user of the Platform.

  1. Term
  1. The Agreement shall come into force upon the Effective Date.
  2. The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 18  or any other provision of these Terms and Conditions.
  1. Hosted Services
  1. If You submit an application to register on the Platform, You:
  1. will be deemed to have irrevocably warranted that during the application process You provided truthful and accurate information only;
  2. will be deemed to have irrevocably warranted that You applied for registration on the Platform on behalf of, and with the authority and consent of, any business entity that You entered into the Platform account registration form;
  3. will be deemed to have irrevocably agreed to be jointly and severally liable for any breach of these Terms and Conditions by that business entity.
  1. Free Trial Users must register on the Platform prior to use and if You register for a Free Trial You acknowledge and agree that You are bound by these Terms and Conditions. 
  2. We shall provide, or shall ensure that the Platform will provide to You upon the Effective Date the opportunity to create their own Access Credentials including a user ID and password to enable You to access and use the Hosted Services.
  3. We hereby grant to You a worldwide, non-exclusive licence to use the Hosted Services by means of the User Interface and the API for Your internal business purposes in accordance with the Documentation during the Term.
  4. The licence granted by Us to You under Clause 3.3 is subject to the following limitations:
  1. the User Interface may only be used through a Supported Web Browser;
  2. the User Interface may only be used by Your officers, employees, agents and subcontractors or an Affiliate of You;
  3. the User Interface must not be used at any point in time to run more campaigns than specified in the Services Order Form providing that You may add or remove campaigns in accordance with the licence change procedure defined by the Hosted Services; and
  4. the API may only be used by an application or applications approved by Us in writing and controlled by You.
  1. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by Us to You under Clause 3.3 is subject to the following prohibitions:
  1. You must not sub-license Your right to access and use the Hosted Services;
  2. You must not permit any unauthorised person or application to access or use the Hosted Services; 
  3. You must not republish or redistribute any content or material from the Hosted Services;
  4. You must not make any alteration to the Platform, except as permitted by the Documentation; and
  5. You must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of Us.
  1. You shall implement and maintain reasonable security measures relating to Your Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
  2. You must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with Your authority or by means of the Access Credentials comply with Schedule 1 (Acceptable Use Policy).
  3. You must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
  4. You must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by Us to Our other customers using the Platform, and You acknowledge that We may use reasonable technical measures to limit Your use of Platform resources for the purpose of assuring services to Our customers generally.
  5. You must not use the Hosted Services:
  1. in any way that is unlawful, illegal, fraudulent or harmful; or
  2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
  1. For the avoidance of doubt, You have no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
  2. We may suspend the provision of the Hosted Services if any amount due to be paid by You to Us under the Agreement is overdue, and We have given to You at least 5 days’ written notice, following the amount becoming overdue, of Our intention to suspend the Hosted Services on this basis.
  3. Free Trial Users may have limited access to the Platform or Services and such access will only be granted for the duration of the Free Trial or as otherwise determined by Us in our sole discretion.
  1. Scheduled maintenance
  1. We may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 4.
  2. We shall, where practicable, give to You reasonable prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services or have a material negative impact upon the Hosted Services.
  1. Support Services
  1. We shall provide the Support Services to You during the Term.
  2. We shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in Our industry but nevertheless in accordance with Schedule 2 (Support SLA).
  3. We may suspend the provision of the Support Services if any amount due to be paid by You to Us under the Agreement is overdue, and We have given to You at least 5 days’ written notice, following the amount becoming overdue, of Our intention to suspend the Support Services on this basis.
  1. Customer obligations
  1. Save to the extent that the parties have agreed otherwise in writing, You must provide to Us, or procure for Us, such:
  1. co-operation, support and advice;
  2. information and documentation; and
  3. governmental, legal and regulatory licences, consents and permits,

as are reasonably necessary to enable Us to perform Our obligations under the Agreement.

  1. You must provide to Us, or procure for Us, such access to Your computer hardware, software, networks and systems as may be reasonably required to enable Us to perform Our obligations under the Agreement. 
  1. Customer Data
  1. You are responsible for the accuracy, legality and quality of all Your Customer Data and for obtaining any permissions, licenses, rights and authorisations necessary for Us to use, host, transmit, store and disclose the Customer Data in connection with the provision of the Platform Services
  2. You hereby grant to Us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Your Customer Data to the extent reasonably required for the performance of Our obligations and the exercise of Our rights under the Agreement. You also grant to Us the right to sub-license these rights to Our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
  3. You warrant to Us that:
  1. You are entitled to upload all Data that You do upload to the Platform;
  2. Your Data will not infringe the Intellectual Property Rights or other legal rights of any person; and 
  3. Your Data will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
  1. Subject to compliance with Our Privacy Policy, You grant to Us an irrevocable, non-exclusive, royalty-free, worldwide license to use Your Customer Data in order to create Derived Data as well as to utilize the Derived Data in any manner, including for commercial purposes.
  2. You are responsible for ensuring that You back-up and safely store Your Customer Data.
  1. Integrations with Third Party Services
  1. We may integrate the Hosted Services with any Third Party Services at any time.
  2. The supply of Third Party Services to You shall be under a separate contract or arrangement between You and the relevant third party. We do not contract to supply the Third Party Services and are not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by You to the relevant third party in respect of Your use of Third Party Services.
  3. You acknowledge and agree that:
  1. the activation of Third Party Services with respect to the Hosted Services account of You may result in the transfer of Customer Data from the Hosted Services to the relevant Third Party Services and vice versa;
  2. We have no control over, or responsibility for, any disclosure, modification, deletion or other use of Customer Data by any provider of Third Party Services;
  3. You shall ensure that the transfer of Customer Data to a provider of Third Party Services does not infringe any person's Intellectual Property Rights or other legal rights and will not put Us in breach of any applicable laws.
  1. Additional Charges may be payable by You to Us in respect of the activation and/or use of a Third Party Services integration.
  2. Subject to Clause 16.1:
  1. We give no guarantees, warranties or representations in respect of any Third Party Services; and
  2. We shall not be liable to You in respect of any loss or damage that may be caused by Third Party Services or any provider of Third Party Services.
  1. Intellectual Property Rights
  1. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Us to You.
  2. As between Us and You, You own the Intellectual Property Rights in Your Data only.
  3. We own all Intellectual Property Rights in the Platform and the Services Data and upon payment of the Charges will grant to You a royalty free, non-exclusive and non-transferable license to use the Services Data only for Your internal purposes during the Term.
  4. You agree that any Intellectual Property Rights in any comments that You may provide to Us in connection with the Platform or requests for new Platform features (each, an "Improvement Suggestion") becomes Our sole and exclusive property immediately upon You uploading or posting that Improvement Suggestion to the Platform or otherwise providing the Improvement Suggestion to Us, and You hereby assign all Intellectual Property Rights in all and any such Improvement Suggestions to Us effective as soon as You provide each Improvement Suggestion to Us or upload or post an Improvement Suggestion to the Platform. You consent to the infringement by Us and any third party We authorise, of all Moral Rights that You may have in any Improvement Suggestions.


  1. Charges
  1. You shall pay the Charges to Us in accordance with these Terms and Conditions.
  2. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by You to Us.
  3. We may elect to vary any element of the Charges by giving to You not less than 30 days' written notice of the variation.
  1. Payments
  1. We shall issue invoices for the Charges to You when You subscribe to Our Service, or renew the subscription to the Service. 
  2. You must pay the Charges to Us upon subscribing to Our Services and acquiring access to the Platform.
  3. You must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque or using such payment details as are notified by Us to You from time to time.
  4. If You do not pay any amount properly due to Us under these Terms and Conditions, We may charge You interest on the overdue amount at the rate of 8% per annum above the Reserve Bank of Australia base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).
  1. Data protection
  1. Each party shall comply with the Data Protection Laws with respect to the processing of Your Personal Data.
  2. You warrant to Us that You have the legal right to disclose all Personal Data that You in fact disclose to Us under or in connection with the Agreement.
  3. We shall only process Your Personal Data for the purposes specified in Our Privacy Policy.
  4. Notwithstanding any other provision of the Agreement, We may process Your Personal Data if and to the extent that We are required to do so by applicable law. In such a case, We shall inform You of the legal requirement before processing, unless that law prohibits such information.
  1. Warranties
  1. Each party warrants to the other party that:
  1. it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;
  2. it will comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfilment of its obligations under these Terms and Conditions; and
  3. it has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
  1. We warrant to You that the Hosted Services, when used by You in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under Australian law.
  2. If We reasonably determine, or any third party alleges, that the use of the Hosted Services by You in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, We may at Your expense:
  1. modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
  2. procure for You the right to use the Hosted Services in accordance with these Terms and Conditions.
  1. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
  1. Acknowledgements and warranty limitations
  1. You acknowledge that complex software is never wholly free from defects, errors and bugs, and subject to the other provisions of these Terms and Conditions, We give no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
  2. You acknowledge that complex software is never entirely free from security vulnerabilities, and subject to the other provisions of these Terms and Conditions, We give no warranty or representation that the Hosted Services will be entirely secure.
  3. You acknowledge that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification, and We do not warrant or represent that the Hosted Services will be compatible with any other software or systems.
  4. You acknowledge that We will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services, and, except to the extent expressly provided otherwise in these Terms and Conditions, We do not warrant or represent that the Hosted Services or the use of the Hosted Services by You will not give rise to any legal liability on the part of You or any other person.


  1. Indemnities
  1. You shall indemnify and shall keep indemnified Us against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Us and arising directly or indirectly as a result of:
  1. Your use of the Platform and/or the Service; 
  2. Your internal goods, services, advertising, sales and marketing practices that may otherwise incorporate the Service data or any other information relating to the Services; 
  3. a breach of these Terms or the Agreement by You; or
  4. a negligent act or omission by You 

(each of the above being a "Customer Indemnity Event").

  1. The indemnity protection set out in this Clause 15 shall be subject to the limitations and exclusions of liability set out in the Agreement.
  1. Limitations and exclusions of liability
  1. Nothing in these Terms and Conditions will:
  1. limit any liabilities in any way that is not permitted under applicable law; or
  2. exclude any liabilities that may not be excluded under applicable law.
  1. The limitations and exclusions of liability set out in this Clause 16 and elsewhere in these Terms and Conditions: 
  1. are subject to Clause 16.1; and
  2. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
  1. The information on the Platform is not professional advice. You agree that You will seek all appropriate financial, legal and other advice as applicable before relying on any information obtained from the Platform.
  2. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
  3. To the extent possible by law, We are not liable to You for any indirect, special or consequential loss or damage incurred by the other party, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data.
  4. We shall not be liable to You in respect of any loss or corruption of any data, database or software.
  5. Notwithstanding anything to the contrary in the Agreement Our total liability to You under the Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by You to Us under the Agreement in the 12 month period preceding the commencement of the event or events.


  1. Force Majeure Event
  1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.
  2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
  1. promptly notify the other; and
  2. inform the other of the period for which it is estimated that such failure or delay will continue.
  1. A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
  1. Termination
  1. Either party may terminate the Agreement by giving to the other party not less than 60 days' written notice of termination, expiring at the end of any calendar month.
  2. If You are a Free Trial User, We may terminate Your access to the Platform for any reason without any notice to You. 
  3. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
  1. the other party commits any breach of the Agreement, and the breach is not remediable;
  2. the other party commits a breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
  3. the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).
  1. We may terminate the Agreement immediately by giving written notice to You where reasonably necessary to protect Our legitimate commercial interests.
  2. The rights of termination set out in the Agreement shall not exclude any rights of termination available at law.



  1. Effects of termination
  1. Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 8.5, 11.2, 11.4, 12, 15, 16, 19, 22, 23, 24, 25, 26.1, 26.2, 27, 28, 29.
  2. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
  3. Within 30 days following the termination of the Agreement for any reason You must pay to Us any Charges in respect of Services provided to You before the termination of the Agreement without prejudice to the parties' other legal rights.
  1. Notices
  1. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 4 of the Services Order Form and Clause 20.2):   
  1. delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; 
  2. sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting;
  3. Sent by email to the nominated email address of either party.


  1. Our contact details for notices under this Clause 20 are as follows:

Email: olivier@thundercloud.co 

Address: Level 5, 157 Walker Street, North Sydney, NSW 2060 Australia

  1. The addressee and contact details set out in Your Services Order Form and Clause 20.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 20.
  1. Subcontracting
  1. Subject to any express restrictions elsewhere in these Terms and Conditions, We may subcontract any of Our obligations under the Agreement.
  2. We shall remain responsible to You for the performance of any subcontracted obligations. 
  3. Notwithstanding the provisions of this Clause 21 but subject to any other provision of these Terms and Conditions, You acknowledge and agree that We may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
  1. Assignment
  1. You hereby agree that We may assign, transfer or otherwise deal with Your contractual rights and obligations under these Terms and Conditions. 
  2. Save to the extent expressly permitted by applicable law, You must not assign, transfer or otherwise deal with Our contractual rights and/or obligations under these Terms and Conditions without the prior written consent from Us, such consent not to be unreasonably withheld or delayed, providing that You may assign the entirety of its rights and obligations under these Terms and Conditions to any Affiliate of Yours or to any successor to all or a substantial part of Your business from time to time.
  1. No waivers
  1. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
  2. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.
  1. Severability
  1. If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
  2. If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect. 
  1. Third party rights
  1. The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
  2. The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.
  1. Variation
  1. The Agreement may not be varied except in accordance with this Clause 26.
  2. The Agreement may be varied by means of a written document signed by or on behalf of each party.
  3. We may vary the Agreement by giving to You at least 30 days' written notice of the proposed variation, providing that if We give to You a notice under this Clause 26.3 You shall have the right to terminate the Agreement by giving written notice of termination to Us at any time during the period of 14 days following receipt of Our notice.
  1. Entire agreement
  1. The Services Order Form, the main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
  2. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
  1. Law and jurisdiction
  1. These Terms and Conditions shall be governed by and construed in accordance with Laws of New South Wales, Australia.
  2. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.
  1. Interpretation
  1. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to: 
  1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  2. any subordinate legislation made under that statute or statutory provision.
  1. The Clause headings do not affect the interpretation of these Terms and Conditions.
  2. References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
  3. In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Schedule 1 (Acceptable Use Policy)

  1. Introduction
  1. This acceptable use policy (the "Policy") sets out the rules governing:
  1. the use of the Thundercloud platform and services through https://www.thundercloud.co, any successor website, and the services available on that website or any successor website (the "Services"); and
  2. the transmission, storage and processing of content by You, or by any person on Your behalf, using the Services ("Content").
  1. By using the Services, You agree to the rules set out in this Policy.
  2. We will ask for Your express agreement to the terms of this Policy before You upload or submit any Content or otherwise use the Services.
  3. You must be at least 18 years of age to use the Services; and by using the Services, You warrant and represent to Us that You are at least 18 years of age.
  1. General usage rules
  1. You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
  2. You must not use the Services:
  1. in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
  2. in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
  1. You must ensure that all Content complies with the provisions of this Policy.
  1. Unlawful Content
  1. Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
  2. Content, and the use of Content by Us in any manner licensed or otherwise authorised by you, must not:
  1. be libellous or maliciously false;
  2. be obscene or indecent;
  3. infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
  4. infringe any right of confidence, right of privacy or right under data protection legislation;
  5. constitute negligent advice or contain any negligent statement;
  6. constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
  7. be in contempt of any court, or in breach of any court order;
  8. constitute a breach of racial or religious hatred or discrimination legislation;
  9. be blasphemous;
  10. constitute a breach of official secrets legislation; or
  11. constitute a breach of any contractual obligation owed to any person.
  1. You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.



  1. Factual accuracy
  1. Content must not be untrue, false, inaccurate or misleading.
  2. Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
  1. Negligent advice
  1. Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and You must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.
  2. Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
  1. Etiquette
  1. Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
  2. Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
  3. Content must not be liable to cause annoyance, inconvenience or needless anxiety.
  4. You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
  5. You must not use the Services for the purpose of deliberately upsetting or offending others.
  6. You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
  7. You must ensure that Content does not duplicate other content available through the Services.
  8. You must ensure that Content is appropriately categorised.
  9. You should use appropriate and informative titles for all Content.
  10. You must at all times be courteous and polite to other users of the Services.
  1. Monitoring
  1. You acknowledge that We may actively monitor the Content and the use of the Services.
  1. Data mining
  1. You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
  1. Hyperlinks
  1. You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
  1. Harmful software
  1. The Content must not contain or consist of, and You must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
  2. The Content must not contain or consist of, and You must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

Schedule 2 (Support SLA)

  1. Introduction
  1. This Schedule 2 sets out the service levels applicable to the Support Services.
  1. Helpdesk
  1. We shall make available to You a helpdesk in accordance with the provisions of this Schedule 2.
  2. You may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and You must not use the helpdesk for any other purpose.
  3. We shall ensure that the helpdesk is accessible by telephone, email and using Our web-based ticketing system.
  4. You shall ensure that all requests for Support Services that You may make from time to time shall be made through the helpdesk.
  1. Response and resolution
  1. Issues raised through the Support Services shall be categorised as follows:
  1. critical: the Hosted Services are inoperable or a core function of the Hosted Services is unavailable;
  2. serious: a core function of the Hosted Services is significantly impaired;
  3. moderate: a core function of the Hosted Services is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Hosted Services is significantly impaired; and
  4. minor: any impairment of the Hosted Services not falling into the above categories; and any cosmetic issue affecting the Hosted Services.
  1. We shall determine, acting reasonably, into which severity category an issue falls.
  2. We shall use reasonable endeavours to respond to requests for Support Services promptly, and in any case in accordance with the following time periods:
  1. Critical, serious or moderate: 1 Business Day; and
  2. minor: 3-5 Business Days.
  1. Provision of Support Services
  1. The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.
  1. Limitations on Support Services
  1. If the total hours spent by Our personnel performing the Support Services during any calendar month exceed 5 hours’ then:
  1. We will cease to have an obligation to provide Support Services to You during the remainder of that period; and
  2. We may agree to provide Support Services to You during the remainder of that period, but the provision of those Support Services will be subject to additional Charges.
  1. We shall have no obligation to provide Support Services in respect of any issue caused by:
  1. the improper use of the Hosted Services by You; or
  2. any alteration to the Hosted Services made without Our prior consent.

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