Terms and Conditions of Travel Advisory Consultancy Service

In these Terms, when we say you or your, we mean you, the individual accepting these Terms.

When we say we, us, or our, we mean New Southern Consulting Pty Ltd (ACN 669 558 749). We and you are each a Party to these Terms, and together, the Parties.

These Terms form our contract with you and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms. Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: charles@travelsafetyadvisor.com These Terms were last updated on 24^thNovember 2025.

Please read these Terms carefully before you accept.

We draw your attention to:
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●    our privacy policy (on our website) which sets out how we will handle your personal information;
●    we accept no responsibility for any events, circumstances, incidents, losses, injuries or outcomes that occur during your travels or in connection with your life activities, regardless of whether they relate to our advice. You proceed entirely at your own risk (clause 2.3 and 2.6);
●    we do not provide medical travel advice and specifically exclude all advice regarding medical conditions, medications, vaccinations, or health-related travel considerations. We are not liable for any health-related issues or consequences arising from your failure to obtain appropriate medical advice (clause 2.4);
●    we rely on the accuracy of information you provide and are not liable for any deficiencies in your Risk Report or advice that result from inaccurate, incomplete or misleading information you provide (clause 4.2);
●    if you cancel after completing the Pre-Consult Questionnaire, you are not entitled to any refund(clause 9); and
●    clause 12 (Liability) which sets out exclusions and limitations to our liability under these Terms.

These Terms do not intend to limit your rights and remedies at Law, including any of your Consumer Law Rights.

1.1These Terms apply from the Commencement Dateuntil the date that is the earlier of:
‍(a)    the date the Services are completed (as reasonably determined by us);
or
(b)    the date on which these Terms are terminated,
‍(Term)

2.1        In consideration of your payment of the Price, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel.
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‍2.2        By engaging our Services, you acknowledge and agree that:
‍(a)         we provide commercial travel advisory and consulting services in good faith, based on our professional knowledge and expertise at the time of consultation;
(b)         we are not responsible for any events, circumstances, incidents, losses, injuries or outcomes that occur during your travels or otherwise in connection with your life activities, whether or not related to any advice or information we provide;
(c)         the Services are provided for commercial tourists and travelers for informational and advisory purposes only; and
(d)         you proceed with any travel or activities entirely at your own risk.

2.3        You acknowledge and agree that:
(a)   our consultations may include discussions regarding mitigation strategies and speculation about future conditions, which may be provided verbally during consultations but are not necessarily included in written reports;
(b)         while we endeavor to provide current, accurate and comprehensive advice based on our professional knowledge and available information, circumstances can change rapidly and unexpectedly, and our knowledge may be incomplete or become outdated;
(c)         we cannot and do not guarantee your safety during travel;
(d)         risk assessments are based on probabilities and likelihood of occurrence, and very low probability events may still occur, while high probability risks may not eventuate, and as such, the occurrence or non-occurrence of any particular risk or event during your travels does not reflect on the quality or accuracy of our advice, which is based on reasonable professional assessment at the time it is provided;
(e)         you must exercise your own personal commonsense, sound judgement and discretion when applying any advice we provide to your specific circumstances.
(f)           we may identify and alert you to health-related risks (including tropical diseases, environmental health hazards, and required vaccinations) as part of our Services and any such health-related information is provided for informational purposes only to alert you to risks requiring professional medical assessment;(g)         we do not provide medical advice, diagnosis, or treatment recommendations regarding any medical conditions, medications, or health management;
(h)         you must seek advice from qualified medical professionals regarding all health-related travel considerations, including (without limitation) required or recommended vaccinations, prophylactic medications (such as anti-malarial medications), management of existing medical conditions during travel, and responses to medical complications or exacerbations;
(i)           we may consider disclosed medical conditions or practical health-related limitations (such as mobility restrictions, dietary requirements, or medication schedules) when tailoring our travel safety advice to your circumstances, but this does not constitute medical advice regarding the management or treatment of those conditions;
(j)           you remain solely responsible for assessing your fitness to travel and for obtaining appropriate medical advice before, during and after your travels; and
(k)         we are not liable for any health-related issues, medical emergencies, or consequences arising from your failure to obtain appropriate medical advice.

2.4        All consultations and advice are provided on the assumption that you:
(a)   possess a normal state of mind and sound judgement;
(b)         have life skills and the capacity to exercise reasonable care for your own safety;
(c)         are capable of understanding and applying the advice provided to your specific circumstances; and(d)         will exercise appropriate caution and decision-making in real-world situations.

2.5        You acknowledge and agree that:
(a)   our consultation and advisory services do not replace your own real-world skills, intuition, aptitude, decision-making abilities, actions or personal safety considerations;(b)         you must apply your own judgement and commonsense to all situations you encounter;
(c)         you are solely responsible for your own behaviour, decisions and actions during your travels and otherwise;
(d)         you acknowledge the inherent randomness and unpredictability of the world and nature; and
(e)         we are not liable for any consequences arising from your personal behavioural patterns, decisions, actions or omissions.

2.6        All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.

3.1        To engage our Services, you must access our website and complete the booking process on our website, including selecting your preferred consultation time and making payment of the Price through our payment gateway. Upon payment being processed and cleared, your Booking will be confirmed.

3.2        Following confirmation of your Booking:
(a)    you will be provided with access to the Pre-Consult Questionnaire, which you must complete prior to your scheduled Consultation;
(b)         we will use the information provided in your Pre-Consult Questionnaire to prepare your Risk Report, which identifies risks applicable to you based on your individual risk profile, travel plans and destination;(c)         your Risk Report will be provided to you prior to your scheduled Consultation to allow you to review it in advance;
(d)         during the Consultation, you may:                                 
i.         discuss the contents of your Risk Report with us;                               
ii.         ask questions about identified risks and other travel safety matters;                              
iii.         discuss mitigation strategies for identified risks;                              
iv.         receive training to prepare you for potential risks you may encounter; and                               
v.         discuss any other travel safety matters within the scope of our Services as set out in these Terms; and
(e)         following the Consultation, you will retain access to your Risk Report in accordance with clause 5.3.

4.1        You agree to:
(a)         comply with these Terms, all applicable Laws, and our reasonable requests;(b)    provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services; and
(c)    not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.

4.2        You acknowledge and agree that:
(a)    the information you provide must be accurate, complete and truthful to enable us to prepare an appropriate Risk Report for your circumstances; and
(b)    we are entitled to rely on the accuracy and completeness of information you provide, and are not liable for any deficiencies in the Risk Report or advice provided that result from inaccurate, incomplete or misleading information provided by you.

4.3        You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 3.

5.1        In consideration for us providing the Services, you agree to pay all amounts due under these Terms in accordance with the Payment Terms.
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5.2        All payments forthe Services are processed through our third-party payment service provider,Stripe. By making a Booking, you agree to comply with Stripe's terms andconditions and payment processing requirements.

5.3        Payment of the Price must be made in full at the time of Booking. Your Booking will not be confirmed, and we will not commence providing the Services, until payment has been processed and cleared.

5.4        Where you use a third-party payment service (such as PayPal, Google Pay, Apple Pay or a BNPL provider), you acknowledge that:
(a)    your use of that service is governed by that provider's terms and condiions;
(b)    we are not responsible for any fees, charges, interest or other amounts imposed by that provider;
(c)    any disputes regarding payment processing, failed transactions or unauthorised transactions must be resolved directly with the relevant payment provider; and
(d)    we are not liable for any issues, delays or failures in payment processing caused by third-party payment providers.

5.5        If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law):
(a)         after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so(including all recovery costs); and/or
(b)    charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.
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5.6        When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

6.1        As between the Parties:
(a)    we own all Intellectual Property Rights in Our Materials;
(a)         you own all Intellectual Property Rights in Your Materials; and
(b)         nothing in these Terms constitutes a transferor assignment of any Intellectual Property Rights in Our Materials or Your Materials.

6.2        As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.

6.3        We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use and enjoyment of the Services, as contemplated by these Terms.

6.4        You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth))and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing of our obligations or exercising our rights under these Terms.

6.5        If you have any Moral Rights in any materialprovided, used or prepared in connection with these Terms, you agree to consenttoour use or infringement of those Moral Rights.

6.6        This clause 6 will survive termination or expiry of these Terms.

7.1        Subject to clause 7.2, each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under these Terms)or permit any unauthorised use of, information provided by the other Party, including information about these Terms and the other Party’s business and operations.

7.2        Clause 7.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the disclosing Party ensures the adviser complies with the terms of clause 7.1.

7.3        This clause 7 will survive the termination of these Terms.

8.1        If you are required to provide us with Personal Information so that we can provide the Services, you agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988(Cth), and any other applicable Laws relating to privacy (Privacy Laws).

8.2        Without limiting this clause 8, you must ensure that:
(a)         you have collected, used, stored and otherwise dealt with Personal Information in accordance with all Privacy Laws; and
(b)    we are capable of collecting, using, storing and otherwise dealing with Personal Information, in the manner contemplated by these Terms, without infringing any third party rights or violating any Privacy Laws.

8.3        Without limiting this clause 8, you agree to only disclose Personal Information to us if:
(a)         you are authorised by the Privacy Laws to collect the Personal Information and to use or disclose it in the manner required by these Terms; and
(b)    you have informed the individual to whom the Personal Information relates, that their Personal Information will be disclosed to us.

8.4        We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under these Terms, and in accordance with any applicable Laws.

9.1 Cancellation by You: You may cancel your Booking at any time by providing written notice to us via email. The refund
you are entitled to receive (if any) will depend on when you cancel, as set out below:
(a) If you cancel your Booking before you have completed and submitted the Pre-Consult Questionnaire, you are
entitled to a full refund of the Price, less any non-refundable payment processing fees charged by our payment
gateway provider.
(b) If you cancel your Booking after you have completed and submitted the Pre-Consult Questionnaire, you are not entitled to any refund, as we will have already commenced work on preparing your Risk Report.
(c) If you fail to attend your scheduled Consultation without having cancelled in accordance with this clause, you are not entitled to any refund.
9.2 Rescheduling by You: You may reschedule your Consultation at no additional charge, provided that you contact us via email before your originally scheduled Consultation time to request rescheduling and you select a new consultation time from the available times offered through our booking system.
9.3 Cancellation or Rescheduling by Us: We may cancel or reschedule your Consultation by providing reasonable written notice to you if:
(a) circumstances beyond our reasonable control prevent us from conducting the Consultation at the scheduled time‍
(b) you have provided inaccurate, incomplete or misleading information that prevents us from preparing an appropriate Risk Report; or
(c) we reasonably determine that we are unable to provide the Services to you in accordance with these Terms.
If we cancel your Booking under this clause, you are entitled to a full refund of the Price paid.

10.1 We retain records of all consultations in accordance with our professional obligations and business practices.

10.2 You acknowledge and consent to our collection and use of non-personal data arising from or in connection with the Services for purposes including (without limitation):
(a) synthesis and analysis to improve our Services;
(b) machine learning and algorithm development;
(c) research and development; and
(d) enhancement of our advisory methodologies, provided that such use does not identify you personally or breach our obligations under clause 7 (Confidential Information) or clause 8 (Privacy).

10.3 You acknowledge and agree that:
(a) all aspects of how our Services operate, including (without limitation) our methodologies, processes, algorithms, analytical frameworks, data synthesis techniques and system architecture are completely proprietary to us;
(b) all reports, analyses and materials provided to you as part of the Services (including the underlying methodologies and processes used to create them) constitute Our Materials and are proprietary to us; and
(c) the rights granted to you under clause 5.3 do not extend to any right to reverse engineer, decompile, disassemble or otherwise attempt to derive our proprietary methodologies or processes.

11.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in these Terms excludes those Consumer Law Rights.

11.2 Subject to your Consumer Law Rights, we provide all material, work and services (including the Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in these Terms.

11.3 This clause 11 will survive the termination or expiry of these Terms.

12.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:  
(a) neither Party will be liable for Consequential Loss;
(b) we will not be liable for:
i. any failure by you to follow any advice or recommendations we provide; ii. any inaccuracy, incompleteness or obsolescence of information or advice provided, where circumstances have changed after the provision of such information or advice;
iii. your personal decisions, actions, omissions or behavioural patterns;
iv. your failure to obtain appropriate medical advice or your medical condition or health status; or any Force Majeure Events;
(c) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
(d) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(e) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.  

12.2 This clause 12 will survive the termination or expiry of these Terms.

13.1 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

13.2 Upon expiry or termination of these Terms:
(a) we will immediately cease providing the Services;
(b) without limiting and subject to your Consumer Law Rights, any payments made by you to us for Services already performed are not refundable to you;
(c) you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;(d) by us pursuant to clause 13.1, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and(e) we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 7.

13.3 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.  

13.4 This clause 13 will survive the termination or expiry of these Terms.

14.1 Amendment: Subject to clause 2.3, these Terms may only be amended by written instrument executed by the Parties.

14.2 Assignment: Subject to clauses 14.3 and 14.9, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

14.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

14.4 Disputes:  A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 14.4. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:
(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre, to be conducted in Hobart, Tasmania, in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation.
(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Hobart, Tasmania, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

14.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event. Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

14.6 Governing Law: These Terms are governed by the laws of Tasmania.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Tasmania and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.  

14.7 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

14.8 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

14.9 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent.  We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them on our website, and:

Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

Booking means your request to engage our Services, made through our website, which includes selection of a Consultation time and payment of the Price.

Business Day means a day on which banks are open for general banking business in Hobart, Tasmania, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date that is the earlier of:(a) the date that you ask us to begin supplying the Services; or(b) the date that you make part or full payment of the Price.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any other amounts payable under these Terms will not constitute “Consequential Loss”.

Consultation means the 60-minute face-to-face consultation (whether conducted in person or via video conference) that forms part of the Services.

Consumer Law Rights has the meaning given in clause 11.1.

Deliverables means any materials, goods, items or other deliverables forming part of the Services, such as a risk report.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms or the supply of the Services (including the Deliverables), whether before or after the date of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes

Our Materials and Your Materials. Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.

Payment Terms means the timings for payment of the Price and any other amounts payable under these Terms, as set out in our website.

Personal Information means information or an opinion, whether true or not and whether recorded in a material form or not, about an individual who is identified or reasonably identifiable. Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us. Pre-Consult Questionnaire means the questionnaire provided to you after your Booking is confirmed, which collects information about your travel plans, risk profile and relevant personal characteristics to enable us to prepare your Risk Report.

Price means the price for our Services as set out on our website, as adjusted in accordance with these Terms.

Risk Report means the personalised travel safety risk assessment report prepared for you based on the information provided in your Pre-Consult Questionnaire and matched to your travel plans and destination.

Services means the services set out on our website when you make your Booking, as adjusted in accordance with these Terms.

Terms means these terms and conditions and any documents attached to, or referred to in, each of them.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.