Terms of Service

01. Preamble

The use of the online services provided by Quantum Entropy Ltd ("Provider") is governed by the terms and conditions set out below ("Agreement"). Without limiting the way in which you, as a User, may be bound by this Agreement, by signing a document agreeing to be bound by this Agreement, by clicking a button or checkbox on your computer screen indicating your acceptance of this Agreement or by proceeding to use the Services (as defined below) you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement, which will apply each and every time you use the Services.

02. Definitions & Interpretation

Definitions In this Agreement, the following terms will have the following meanings, unless the context otherwise requires:

  • —`Associate' has the meaning given in Section 318 of the Income Tax Assessment Act 1936 (Cth).
  • —`Content' means any information, data, messages, audio, video, text, images, other multimedia, software, works and any other content that may be displayed, uploaded or downloaded to or from the Site.
  • —`Fee' has the meaning given in clause REF 04.
  • —`GST Act' means A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended).
  • —`Indemnified' has the meaning given in clause REF 13.
  • —`Intellectual Property Rights' means all intellectual property rights of any type whatsoever throughout the world including but not limited to all rights which subsist in copyright, patent rights, trademark rights and designs, whether or not such rights are registered or able to be registered.
  • —`Personal Information' has the meaning given in clause REF 07.
  • —`Provider' means Quantum Entropy Pty Ltd - Australian Company Number 671 367 669.
  • —`Rules means any rules published by the Provider from time to time in relation to the use of the Services or the Site which are in addition to this Agreement.
  • —`Services' means the services provided by the Provider which are described in clause REF 03.
  • —`Professional Categories' means the use of Services in the course of your duties as described in clause REF 10.
  • —`Site' means the website located at entropykey.com & other country-specific domains and underlying software and infrastructure relating to the Site which permits the provision of the Services.
  • —`Taxes' means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement.
  • —`User' means a person who uses the Services and includes a reference to you in your capacity as a User.
  • —`User Account' means an online account with the Provider or an agent of the Provider (for example an Apple, Google or Samsung ID) which enables the User to use the Site, Services or certain parts of the Site.

02.01 Rules for Interpretation
In the interpretation of this Agreement, unless the contrary intention appears: a reference to this Agreement means a reference to an agreement between you, as a User, and the Provider on the terms and conditions of this document and includes an amendment or supplement to, or replacement or novation of this Agreement; the words "includes" or "including" mean "includes without limitation" or "including without limitation"; a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa; the singular includes the plural and vice versa; a reference to any gender includes a reference to all other genders; a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions; an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally; where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and headings are inserted for convenience only and do not affect the interpretation of this Agreement.

03. Services Offered by The Provider

The Provider will provide to the User one or more of the following online services (as determined by the Provider in its absolute discretion from time to time) in accordance with and subject to, the terms and conditions of this Agreement ("Services"):
access to the Site (although the Provider may restrict access to certain parts of the Site from time to time in its sole and absolute discretion); access to and licensing for the "Entropy Keycrypt" app; and the provision of any other goods and services from the Provider as set out in this Agreement. The User agrees that the Provider may make Rules which apply from time to time in relation to the use of the Services and the Site. The User agrees that it is bound by these Rules. To the extent of any conflict between the Rules and this Agreement then this Agreement will prevail.

04. Payments

04.01 The amount payable by a User
The Provider may from time to time specify that certain amounts are payable ("Fee") in order to access the Site or use the Services or any part of the Services. The User agrees to pay the Fee where it is charged by the Provider.

04.02 How is the Fee paid?
The Fee may be paid using a method of payment which is specified by the Provider from time to time which may include credit card, direct debit, or telegraphic transfer.

04.03 GST and other Taxes
Expressions used in this clause 04.03 have the same meaning as when used in the GST Act. The Provider warrants that it is registered or required to be registered under the GST Act. If a Party makes a taxable supply under this Agreement, except where this Agreement otherwise, the payment made by a party for the taxable supply is expressed as a GST exclusive amount. The party liable to pay for a taxable supply to which this clause applies, must also pay the amount of any GST payable in respect of the taxable supply on the date on which payment for the taxable supply is due. However, if the Provider is required to include GST in respect of the supply it makes under this Agreement in a GST return for a tax period which ends on a date which is earlier than the date for payment, then the User must pay the GST payable in respect of the supply on that earlier date. A party is not obliged to pay the GST on a taxable supply to it, until given a valid tax invoice for the supply. If the Provider is required to pay any Taxes (other than GST) in addition to the Fee then the User will pay the Provider an additional amount such that after the deduction of such Taxes, the Provider receives no less than the Fee.

05. Refunds

Any refund of the Fee for defective Services will only be provided where required by law and/or in accordance with any refund policy the Provider has in place from time to time.

06. Suspension of Services

06.01 Without limiting the Provider’s other rights arising under this Agreement, the Provider may suspend the User Account and the User's use of the Services at any time, with or without notice to the User, and for any reason in its sole and absolute discretion, including if: the Provider considers that the User has breached any of its obligations under this Agreement; the Provider considers that the User Account is being used in bad faith; in the Provider’s sole and absolute opinion, the provision of the Services to the User is resulting in an unreasonable load on the Provider’s servers or the Provider’s other services; or for any other reason determined by the Provider.

06.02 The User agrees: the Provider may suspend the provision of the Services to the User where permitted under clause REF 06.01 at any time; the Provider’s suspension of the Services may, in the Provider’s sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and the Provider may in its sole discretion reactivate the Services and the User Account for the User at any time following their suspension.

07. Privacy

The Provider may collect the User's personal information including name, contact details and payment details (including, without limitation, credit card details) ("Personal Information"). All Personal Information will be handled, used, maintained and disclosed by the Provider in accordance with all applicable privacy laws and data protection laws as well as its privacy policy which applies from time to time. The User agrees that it will only use the Personal Information of other Users only for the purposes of interacting with them in relation to the Services.

08. Term and Termination

This Agreement will commence on the date that the User first accesses the Site or Services and will apply at all times during which the User uses the Services, accesses, views or visits the Site. This Agreement and the User Account may be terminated by the Provider at any time for any reason whatsoever with or without notice to the User. Upon the termination of this Agreement the Provider will, within a time period determined by the Provider, withdraw the use of the Services from the User. The User's obligations and the Provider rights arising under clauses REF 6, REF 7, REF 9, REF 10, REF 11, REF 12, REF 13 and REF 14 will survive the termination of this Agreement.

09. Relationship of the Parties

The Provider is an independent service provider to the User and is not its partner, employee or agent. The User does not have the power to bind the Provider in relation to any obligation owing to a third party. The User agrees that by using the Services that the Provider, in providing the Services and access to the Site, is providing in part a platform or venue for the User to interact with other Users. The Provider is not a party to that separate interaction and is not responsible for any act or omission of any party to that separate interaction.

10. Licensing

Entropy as obtained via the Apple App Store, Google Play Store, Galaxy App Store, or any other supported storefront is licensed for your personal use only.

10.01 Entropy requires additional licensing when used in the course of activities related to your professional role in certain defined categories ("Professional Categories"). This may be arranged through the `Services' sidebar item inside the Entropy application. For the avoidance of doubt, additional licensing is required if you:

  • 10.01.01 Are engaged in a legal or advisory role,
  • 10.01.02 Serve as a trustee or beneficiary of a trust,
  • 10.01.03 Are a professional investor,
  • 10.01.04 Hold a directorial role in any company,
  • 10.01.05 Are employed by or part of a family served by a family office, or
  • 10.01.06 Have been advised to use this software by an individual from any of the above categories.

11. General Obligations of Users

The User agrees that: it will not use the Services for any illegal or fraudulent purpose; it will comply with all laws which must be complied with in relation to the use of the Services; it will comply with any export restrictions which may apply to the export or import of any Intellectual Property Rights to locations inside or outside Australia or the territory in which it is located; it warrants that it will not, by engaging the Provider to provide the Services, place the Provider in breach of any law or obligation owing to a third party; it will not undertake any act or cause any omission which will bring the Provider, its brand or other Users into disrepute; it will not use the Services in a manner that may lead to the suspension of the Services under clause REF 7; it will provide the Provider with all information requested by the Provider which the Provider requires to provide the Services; it will not use any robot, spider, scraper or other automated means to access the Site for any purpose without the express written permission of the Provider; and the User will not: copy, reproduce, modify, create derivative works from, distribute, or publicly display any Content (other than Content the User has submitted to the Site) from the Site without the Provider's prior express written permission and the appropriate third party, as applicable; interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or bypass any measures the Provider may use to prevent or restrict access to the Site, Services, or to the User Account.

12. Limitation of Liability and Implied Terms

The User acknowledges that the Provider and its third party providers have made no warranties that the Services will be error free. The User agrees that the Provider and its third party providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in the Provider complying with its obligations under this Agreement where such failure or delay has a arisen as a direct or indirect result of: fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike; denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications; a significant demand is placed on the Provider's services which is above the usual level of demand and which results in a failure of the Provider's software and hardware to function correctly; the failure of any third party (including without limitation, any bank or other financial organisation) to fulfil any obligations to the Provider; or any other circumstances or event similar to the above which are beyond the reasonable control of the Provider. The User acknowledges and agrees that the Provider and its third party providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by the Provider under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clause REF 12, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded. Subject to clause REF 12, the User agrees that the Provider and its third party providers will not be liable in respect of any claim by the User (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services on the Site or the provision of any other goods or services under this Agreement and whether as a result of any breach or default by, or any negligence of, the Provider or its third party providers. The maximum liability of the Provider under this Agreement for any and all breaches of this Agreement and for any negligence in relation to this Agreement, will not exceed the amount of the Fee paid for the Services by the User. If no Fee is paid, then the maximum liability of the Provider for the forgoing will be AUD $2.00. If the Trade Practices Act 1974 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by legislation, the liability of the Provider is limited, at the option of the Provider, to: in the case of goods, any one or more of the following: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and in the case of services: the supplying of the services again; or the payment of the cost of having the services supplied again. Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of the Provider will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.

13. Indemnity

The User indemnifies the Provider, its agents, officers, employees, and third party providers ("Indemnified") against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which any of the Indemnified suffer or incur as a direct or indirect result of: any breach by the User of any representation, warranty or term of this Agreement; any acts or omissions by the User which are described in clause REF 7.1; any breach by the User of its obligations to a third party, including another User; any infringement by the User of the Intellectual Property Rights of a third party; and any legal proceedings threatened or initiated against the Provider by a third party as a result of the events described in clause REF 12 above.

While the Provider uses best-efforts and Services are implemented on a best effort basis with due attention to detail, they are provided to the User AS-IS. The Provider only guarantees that the entropy of an isolated system can generally increase. The Provider makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose. The User accepts any and all risks associated with the use or misuse of Services, including the Entropy Keycrypt application.

14. Miscellaneous

The Provider may amend the terms and conditions of this Agreement at any time. Such amendments will take effect from the date of their notification to the User ("Amendment Date"). The User agrees that without limiting the ways in which it may be bound by such amendments, the User will be deemed to have agreed to such amendments by making use of or accessing the User Account or the Site after the Amendment Date. Unless otherwise requested in writing by the User, the Provider may use the User's corporate identity (if applicable) as part of promoting the Services and the Provider in the market place. Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. A notice is taken to be received: in the case of a notice delivered by hand, when so delivered; in the case of a notice sent by pre‑paid post, on the third day after the date of posting; in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that the facsimile has been successfully sent; or in the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient's email server that the email has been received by the recipient. This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement subject to any applicable laws. A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement. If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement. The Provider may assign its rights and novate or transfer obligations which arise under this Agreement. The User must not assign, novate or otherwise transfer your rights or obligations under this Agreement without the prior written consent of the Provider (which may be withheld). The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it. This agreement is governed by, and must be construed in accordance with, the laws of the State of Queensland, Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Queensland, Australia and their Courts of Appeal.