Parties
GCS Research ACN 606 608 235 of PO Box 3289, Bangor, NSW, 2234, contactable on
info@gcs-research.com.au (Provider)
You (Client)
1. Agreement formation
- This document will form a binding agreement between
You and Us when you check the tick box that states "I have read and agree to
these terms and conditions ".
- By checking the tick box, you warrant in
your personal capacity that you currently have the authority to create a
contractually binding relationship between You and Us for the duration of
the Agreement.
2. Term of the agreement
Provider will provide the Services to Client for rolling terms of 1 month. The
Agreement automatically renews for each rolling term unless terminated in
accordance with the Agreement, or Client provides written notice of permanent
cancellation of the Agreement to Provider more than 14 days before the end of
the term. Cancellation will take effect at the end of the term in which Client
gave notice of the cancellation.
3. When amendments take effect
Provider may update the Agreement, including the fees, at its discretion by
providing written notice to Client before the end of any rolling term. The
updates will take effect in the following term. Where Client does not accept
such changes it must immediately notify Provider. Such notice of non-acceptance
will cancel the automatic renewal of the Agreement, and the Agreement will cease
at the end of the term in which Provider gave notice of changes.
4. Licence
Provider grants to Client a non-transferrable, non-exclusive and revocable
licence to access the Services, subject to the terms of the Agreement.
5. Responsibilities for setup and installation
Client will be solely responsible for the installation and setup of the
Services.
6. Provision of information by Client
Client will provide any information reasonably requested by Provider for the
purpose of setting up and operating the Services for Client. Client warrants
that:
- all of the information that it provides to Provider
is accurate and complete in all respects; and
- it will inform Provider whenever any such
information changes.
7. Training services from Provider
If Client requires training services, Provider may charge for those training
services under a separate agreement.
8. Services not locally available
Client agrees and accepts that the Software is hosted by Provider and will only
be accessible using the Internet (or other connection to Provider's servers),
and will not be available "locally " from Client's own servers.
9. Services arrive in parts
Provider may at its sole and absolute discretion provide and charge for the
Software in various modules, packages and combinations from which Client may
choose.
10. Provider can change services at discretion
Provider reserves the right to upgrade, maintain, tune, backup, amend, add to or
remove features from, redesign, improve or otherwise alter the Services at its
sole and absolute discretion.
11. Client has no back end access
Client agrees that the Services are managed and supported exclusively by
Provider and that no "back-end " access to the Software is available to Client
unless expressly agreed in writing between the parties.
12. Unintentional inaccessibility
From time to time, without notice, access to all or part of the Services may be
disrupted or limited. During such an interruption, Provider will use its
reasonable endeavours to restore access to the Services as soon as practicable.
13. Intentional inaccessibility
Provider reserves the right, with 5 days notice, to make some or all of the
Services inaccessible from time to time as is required for upgrades, maintenance
and updates.
14. Parts of the services controlled by third
parties
Provider agrees and accepts that the Services are operated from servers owned
and controlled by a third party. As such, Client acknowledges that certain
functions are out of the control of Provider, including:
- storage of certain classes of data; and
- the servers operating the application.
15. Delivery of support and maintenance
Provider will provide support and maintenance in respect of the Services via
email and telephone only, as determined at the sole and absolute discretion of
Provider.
16. Additional work
- If Client requires support and maintenance outside
the scope of the Agreement, Provider may charge Client for it under a separate
agreement.
- If Provider determines at its sole and
absolute discretion that the requirement for any work outside the scope of
the Services is caused by the fault or error of Provider, Client shall not
pay for that additional work.
17. Calculation of fees for the services
Client will pay Provider the amounts set out on the pricing page athttp://www.glassplanner.com.au/pricesgp.a5w in
exchange for the Services.
18. Timing for payment of the fees
Client authorises Provider to effect automatic payment transactions 1 month and
agrees to do all things necessary to facilitate such automatic payments.
19. Fees exclusive of GST
All fees quoted for the Services by Provider are exclusive of GST unless
expressly stated otherwise. Client will be responsible for paying any taxes or
duties, including GST, that apply to the provision of the Services.
20. Failure to pay
If Client fails to pay Provider any amount under the Agreement on the due date
for payment, Provider may immediately do any or all of the following, without
any liability, until all overdue fees are paid:
- charge Client interest on the overdue amount at 5%
above the Reserve Bank of Australia cash rate;
- suspend Client's use of any or all of the Services;
- terminate the Agreement without any obligation to
refund Client any money in respect of the cancellation, even if the
contractual term of the Agreement has not expired;
- initiate proceedings against Client to recover the
overdue amount (despite any dispute resolution clause in the Agreement); and
- recover all costs in relation to any
action taken against Client to recover overdue amounts, including but not
limited to legal costs and outlays on a full indemnity basis.
21. Authorised users
- Client may designate Authorised Users in accordance
with the mechanism provided by the Services to create Authorised Users.
- Client warrants that all of the information provided
to create an Authorised Account (whether that information is provided by an
Authorised User or Client) is accurate and complete in all respects, and will
update Provider whenever any of this information changes.
- Client is responsible for ensuring that
Authorised Users comply with the Agreement to the fullest extent the
Agreement applies to the use of Authorised Accounts.
22. Client undertakings in relation to
services
Client undertakes:
- to use the Software only as it was designed to be
used;
- not to use the Software in any way which could
interfere with or damage Provider's network, any other operator's network, or
another Client's enjoyment of the Software;
- not to use the Software for unsolicited or
unreasonably frequent or voluminous communications;
- not to publish or otherwise communicate any review
of, or information about, the Services to any third party without the prior
written consent of Provider, except as specifically provided for in an
agreement with Provider;
- not to disable or circumvent any protection or
disabling mechanism related to the Services;
- not to install or store any software applications,
code or scripts on or through the Services unless it first obtains the written
permission of Provider;
- not to use the Services to bully, harass, degrade,
insult or otherwise demean any person (as determined by Provider) or to
partake in offensive or indecent conduct; and
- not to store, access or operate any data,
code or software on, or in connection with, the Software that could be
categorised or identified as:
- a computer virus or malicious code;
- pornographic material; or
- "warez " or associated with "warez ".
Client will be responsible for the breach of any undertaking or warranty in this
clause regardless of whether that breach is caused by a security breach of any
kind.
23. Client will use services in accordance
with the law
Client undertakes:
- to ensure that all electronic
communications sent through or in connection with the Software feature an
unsubscribe facility, and that they comply with the requirements of the SPAM
Act 2003 (Cth) when
sending electronic communications through the Software; and
- not to store or access any Data on the
Services if such access or storage would:
- breach any Intellectual Property Right;
- breach any Privacy Law; or
- breach any other law or applicable
code (including any common law, statute, delegated legislation, rule or
ordinance of the Commonwealth, or a State or Territory).
24. Provider right to suspend
Provider reserves the right to:
- limit or suspend Client's access to the Services; and
- remove data or content uploaded to the
Services by Client,
if Client breaches any of its obligations or undertakings in the Agreement.
25. Technical information
- All Technical Information is for informational
purposes only, and is to be used or relied on at Client's own risk.
- Provider makes no warranty or representations as to
the accuracy of the Technical Information.
- There may be technical or administrative errors in
the Technical Information.
- Provider reserves the right to correct
any errors in the Technical Information and on the Software interface
without any notice to Client.
26. Third party content
The inclusion of any third party link does not imply any endorsement or
recommendation of a linked website by Provider. Provider will not be responsible
for any third party advertising content displayed on the interface of the
Software. Any link on the Software to a third party website, or decision to
accept any third party offer, is entirely at Client's own risk.
27. Provider security responsibilities
Provider will take reasonable steps to ensure that the Software is secure from
unauthorised access consistent with generally accepted industry standards in
Provider's industry.
28. Client security responsibilities
Client is solely responsible for:
- keeping any usernames and passwords associated with
its account for the Services secure; and
- the use of its account, irrespective of
who is using it, even if it is used without Client's permission.
29. Data storage with third party
Provider may subcontract the storage of the Data to a third party (or multiple
third parties) without notification to or consent from Client.
30. Backup
- Provider makes no warranties or guarantees, implied
or express, in respect of the retention of or continued accessibility of any
backups in connection with the Services.
- Client acknowledges that Provider has recommended
Client take reasonable steps to back up its Data separately from the Services.
- Provider will put in place and manage
backup procedures to backup the Data including daily backup for 1 month.
31. Data management after termination
- Provider will have the right to delete
any Data 3 months after the Agreement is terminated (Retention
Period).
- Client may obtain the Data within the
Retention Period if it bears the costs of the hardware and incidental costs
reasonably required by Provider to effect a transfer of the Data to Client (Return
Costs).
- Provider will not be obliged to return
Data to Client until Client has paid the Return Costs in advance to
Provider, as well as any outstanding payments owed to Provider.
32. Confidentiality
- A party will not, without the prior written approval
of the other party, disclose the other party's Confidential Information.
- A party will not be in breach of this confidentiality
clause in circumstances where it is legally compelled to disclose the other
party's Confidential Information.
- Notwithstanding any other provision of this clause, a
party may disclose the terms of the Agreement (other than Confidential
Information of a technical nature) to its related companies, solicitors,
auditors, insurers and accountants.
- Each party will take all reasonable steps
to ensure that its employees and agents, and any sub-contractors engaged for
the purposes of the Agreement, do not make public or disclose the other
party's Confidential Information.
33. Notification
A party must notify the disclosing party in writing, giving full details known
to it immediately, when it becomes aware of any actual, suspected, likely or
threatened:
- breach by any person of any obligation in relation to
the Confidential Information; or
- theft, loss, damage, or unauthorised
access, use or disclosure of or to any Confidential Information.
34. Privacy policy
Client agrees and consents to Provider's use of Personal Information in
accordance with Provider's Privacy Policy, available at http://www.glassplanner.com.au/privacypolicygp.a5w.
35. Data disclosure
Provider may access, review or copy on its own account, or disclose and transfer
to any third party, any Data or Personal Information, to the extent required:
- to permit third party service providers to perform
their services in connection with Provider's business;
- to interact with Provider's related bodies corporate;
- to effect a sale (or proposed sale) of all or part of
Provider's business;
- to satisfy any contractual obligation that Provider
has to any third party;
- where Client has overdue fees, to debt collection
agencies or its legal advisers to recover the amount due;
- for Provider to ensure that Client is not in breach
of the Agreement; and
- as required or permitted by any law that
Provider and its related bodies corporate may be subject to.
36. No privacy warranty
Provider makes no warranty as to whether Client's use of the Services will
comply with Client's obligations under Privacy Law. It is Client's
responsibility to determine whether the Services are appropriate for Client's
circumstances.
37. Changes in response to privacy law
Provider may make any changes to the Services that it considers, at its sole and
absolute discretion, to be beneficial for compliance with:
- Privacy Law; or
- any guidance issued by the Office of the
Australian Information Commissioner,
and will immediately notify Client of any such change.
38. Client's notification obligations
Client undertakes that when it stores any Personal Information on the Services,
it will notify the relevant individuals that such information may be accessible
by Provider.
39. Ownership of data
Client shall at all times during the course of the Agreement be the exclusive
owner of the Data.
40. License over data
Client grants Provider a non-exclusive, irrevocable, worldwide, perpetual,
unlimited, assignable, sub-licenseable, fully paid up and royalty-free right to
copy, prepare derivative works of, improve, distribute, publish, remove, retain,
add to, process, analyse and use the Data for providing the Services.
41. Provider intellectual property
Provider owns the Product IP, and in any circumstances where it does not
automatically have such ownership, Client will transfer it to Provider and will
do all things necessary to ensure that full legal ownership of the Product IP
passes to Provider.
42. Licence to intellectual property in
services
Provider grants to Client a non-exclusive royalty-free licence to use the
Product IP for the sole purposes of accessing and using the Software in
accordance with the Agreement. This licence will automatically terminate when
the Agreement terminates.
43. Undertakings regarding intellectual
property
Client warrants that it will not do any of the following, or permit any person
over whom it has effective control to do so:
- copy or reproduce, or create an adaptation or
translation of, all or part of the Product IP in any way, except to the extent
that reproduction occurs automatically through the ordinary use of the
Services in accordance with the Agreement;
- incorporate all or part of the Product IP in any
other webpage, site, application or other digital or non-digital format;
- (subject to other rights explicitly granted under the
Agreement) sell, license, sublicense, lease, rent, distribute, disclose,
permit access to, or transfer to any third party, whether for profit or
without charge, any portion of the Services on any medium; or
- directly or indirectly copy, recreate,
decompile, reverse engineer or otherwise obtain, modify or use any source or
object code, architecture, or algorithms contained in the Services or any
documentation associated with them.
44. Exclusion of express warranties
Provider makes no warranties or guarantees:
- that the Services will be accessible at all times,
uninterrupted or error free;
- that any of the Software is without bugs or viruses;
- that any of the Technical Information is without
error or inaccuracy;
- that the Services are immune to unauthorised access
or security breach; and
- in respect of the retention of, or
continued accessibility of, any Data.
45. Limitations, exclusions and indemnities
subject to the law
All limitations, exclusions and indemnities in the Agreement are subject to Non
Excludable Conditions to the extent of any inconsistency, and apply to the
fullest extent permissible by the law.
46. Exclusion of implied conditions
To the fullest extent available under the law, Provider excludes all implied
guarantees, conditions and warranties from the Agreement and the Services,
except any Non Excludable Condition.
47. Limitation of liability
Provider excludes all other liability to Client for any Costs, including
Consequential Loss, suffered or incurred directly or indirectly by Client in
connection with the Agreement or the Services, including in connection with:
- the Services being inaccessible to Client for any
reason;
- incorrect or corrupt data, lost data, or any data
inputs or outputs of the Services;
- computer virus, trojan and other malware in
connection with the Services;
- any breach of security that results in unauthorised
access to or corruption of data;
- any unauthorised activity by any third party in
relation to the Services;
- failure of any third party component including,
without limitation, hardware failure, network failure, or power failure;
- failure of any third party software including,
without limitation, the operating system and any other software;
- any personal injury or death arising directly or
indirectly from the provision of the Services by Provider;
- Client's use of or reliance on the Services for a
purpose other than the business purposes of Client or the reasonably expected
purpose of the Services;
- the use of or reliance on the Services by persons
other than Client or authorised users of the Services;
- Client or any authorised user's infringement of any
third party Intellectual Property Rights by use of the Services;
- Client's use of or reliance on the Services where the
Services have not been updated to the most recent version of the Services with
all updates, upgrades, fixes and other improvements as released by Client as
of that date;
- failure of Client to maintain hardware sufficient to
meet minimum hardware requirements for the Services;
- any breach of the Agreement by Client including
breach of Client's undertakings;
- any loss or damage to property arising directly or
indirectly from the use of the Services;
- Provider's breach of the Agreement; or
- any act or omission of Provider.
48. Operation of compulsory conditions
Where a Non Excludable Condition is deemed to apply, to the fullest extent
possible under the law, Provider limits its liability for any breach to:
- in the case of goods:
- the re-supply of the goods or payment of the cost
of the re-supply of the goods; or
- the replacement or repair of the
goods or payment of the cost of replacement or repair of the goods; and
- in the case of services:
- the re-supply of the services affected by the
breach; or
- the payment of the cost of such
re-supply of the services.
49. General indemnity
Client indemnifies the Indemnified against all Costs suffered or incurred by the
Indemnified, however caused, arising wholly or partially, directly or
indirectly, in connection with the Agreement or Client's use of the Services.
50. Specific indemnities
Without limiting the generality of the "General indemnity " in the Agreement, the
Client indemnifies the Indemnified against any Costs arising directly or
indirectly from:
- Client's breach of the Agreement;
- Client or any authorised user's infringement of any
third party Intellectual Property Rights while using the Services;
- Client's failure to fulfil any of its obligations in
the "Privacy " clause of the Agreement;
- Client's breach of Privacy Law;
- any harm to or claim by a third party arising
directly or indirectly from Client's use of the Services;
- any negligent or unlawful act or omission by Client
in connection with the Services;
- Provider's or a third party's reliance on a
misleading representation made by a Client;
- a contract in force between Client and a third party
connected with the Services;
- Provider's enforcement of its rights in connection
with the Agreement, including legal costs on a full indemnity basis;
- Client storing Data on the Service;
- providing access to Data, or a subset of the Data, to
a person who has requested such access in accordance with Privacy Law;
- Provider being obligated to correct Data upon request
by a person in accordance with Privacy Law;
- any complaints process initiated by a person under
Privacy Law; or
- any other cost incurred by Provider as a result of a person pursuing
rights conferred upon them by Privacy Law.
51. Conditions of indemnity
- The Indemnified may make a claim under indemnities in
the Agreement in relation to a Cost before having incurred the Cost, or before
making a payment in relation to the Cost.
- The indemnities in the Agreement shall be
in addition to any damages for breach of contract to which Provider may be
entitled. Nothing in the indemnities in the Agreement will be construed so
as to prevent Provider from claiming damages in relation to Client's breach
of any term of the Agreement.
52. Provider termination for convenience
- Provider reserves the right to withdraw from or
cancel the Agreement at any time without giving reasons, by providing Client
notice in writing no less than two weeks before the cancellation is to take
effect.
- If Provider exercises its right to
terminate without giving reasons in accordance with the Agreement, Client
will receive a pro-rated refund of money paid for the remainder of the
Agreement.
53. Termination on insolvency
Either party may immediately terminate the Agreement by notice to the other
party if the other party suffers an Insolvency Event.
54. Termination for breach
If either party breaches any provision of the Agreement, the other party may
give that breaching party a written notice requiring them to remedy the breach.
If the breaching party does not remedy the breach within 14 days of receiving
such a notice, the other party may terminate the Agreement.
If Provider exercises its right to terminate for unremedied breach by Client in
accordance with the Agreement, Provider will not be obliged to refund any money
to Client.
55. Dispute resolution procedure
Initiation of Dispute
If there is a Dispute, then either party may notify the other with a Resolution
Notice, which:
- includes, or is accompanied by, full and detailed
particulars of the Dispute; and
- is delivered within 14 days of the
circumstances giving rise to the Dispute first occurring.
Meeting to resolve Dispute
Within 14 days after a Resolution Notice is given, a representative (with the
authority to resolve the dispute) of Client and Provider must meet and seek to
resolve the Dispute.
Mediation
If the representatives of Client and Provider do not resolve the Dispute within
30 days, the Dispute will be submitted for mediation in accordance with, and
subject to, The
Institute of Arbitrators & Mediators Australia Mediation and Conciliation Rules.
Mediation to final and binding arbitration
If the Dispute is not settled within 30 days of the submission to mediation
(unless such period is extended by agreement of the parties), it will be
submitted to final and binding arbitration in accordance with, and subject to, The
Institute of Arbitrators & Mediators Australia Rules for the Conduct of
Commercial Arbitrations.
Costs for mediation / arbitration process
When the Dispute is submitted to mediation or arbitration, each party will pay
its own Costs for the proceedings. The parties will share equally the Costs
payable to The
Institute of Arbitrators & Mediators Australia.
Court proceedings not to be brought before
process
Subject to this section, a party must not bring court proceedings in respect of
any Dispute unless it first complies with the requirements of the dispute
resolution mechanism outlined in this clause.
Parties can seek urgent injunctive relief
Nothing in the Agreement prevents either party from instituting court
proceedings to seek urgent injunctive, interlocutory or declaratory relief in
respect of a Dispute.
Obligations and rights remain current during
dispute
Despite the existence of a Dispute, the parties must continue to perform their
respective obligations under the Agreement and any other agreement between the
parties.
Dispute resolution provisions subject to
non-excludable conditions
The obligations set out in the Agreement in relation to dispute resolution are
available to the fullest extent available under the law, and subject to the Non
Excludable Conditions to the extent of any inconsistency.
56. Dispute resolution procedure not to apply
to debt enforcement
The dispute resolution procedure set out in this clause will not apply in any
instance where Provider seeks to enforce a debt in connection with the
Agreement.
57. Unforeseen events
- The obligations of Provider under the Agreement are
suspended to the extent that an Unforeseen Event affects them, as long as the
Unforeseen Event continues. The occurrence of an Unforeseen Event does not
suspend the obligation of Client to pay any money under the Agreement.
- A party claiming an Unforeseen Event must use their
best endeavours to remove, overcome or minimise the effects of that Unforeseen
Event as quickly as possible.
- If an Unforeseen Event continues for more
than 60 days, Provider may terminate any agreement in force for the
provision of the Services by notice in writing to Client of not less than 14
days.
58. Communications
- Communications must be in writing.
- Either party may serve any Communication
on the other party by sending it to that party's email address. A
Communication by email will be taken to have been received by the addressee
24 hours after the email was sent, unless the party sending the email knows
or reasonably ought to suspect that the email was not delivered to the
addressee's domain specified in the email address.
59. Entire agreement
The Agreement represents the entire agreement between Provider and Client in
relation to the Services.
60. Reliance
Neither party has entered into the Agreement in reliance on or as a result of
any representation, promise, statement, conduct or inducement by the other
unless it is set out in the Agreement.
61. Duties and taxes
Client will pay all stamp duties and any related taxes, fines and penalties in
respect of the Agreement and the Services.
62. Variation
The Provider reserves the right to change these terms at any time, effective upon the posting of modified terms and the Provider will make every effort to communicate these changes to the Client via email or notification via the Website. It is likely the terms of use will change over time. It is the obligation of the Client to ensure they have read, understood and agree to the most recent terms available on the Website.
63. Assignment and novation
- Client cannot assign, novate or otherwise transfer
any of its rights or obligations under the Agreement without the prior written
consent of Provider.
- Provider may assign, novate or otherwise
transfer any of its rights or obligations under any Agreement to a third
party without notice to, or the prior consent of, Client, but if Provider
requires, Client will sign any documents to give effect to an assignment,
novation or transfer by Provider under this clause.
64. Multiple parties as Client
If more than one party contracts with Provider under the Agreement as Client,
the term Client refers to each of them, and the obligations of Client under the
Agreement bind them, jointly and severally, and any obligation or a liability
assumed by more than one Client binds them jointly and severally.
65. Electronic execution
The parties agree that both parties may enter the Agreement by way of electronic
signature.
66. Counterparts
The Agreement may be executed with any number of counterparts and by the parties
on separate counterparts.
67. Governing law
The laws of the state of New South Wales govern the Agreement and each party
submits to the non-exclusive jurisdiction of the courts in that jurisdiction.
68. Waiver
No right of Provider will be deemed waived and no breach excused unless such
waiver or consent is provided in writing.
69. Relationship of parties
The relationship between Provider and Client under any Agreement does not form a
joint venture or partnership.
70. Interpretation
In this document, headings are for convenience only and do not affect the
interpretation. Unless the context indicates a contrary intention:
- a reference to any party includes that party's
executors, administrators, successors and permitted assigns, including any
person taking by way of novation and, in the case of a trustee, includes any
substituted or additional trustee;
- an obligation or liability assumed by, or a right
conferred on 2 or more parties binds or benefits all of them jointly and each
of them severally;
- a reference to a statute or to any statutory
provision includes any statutory modification or re-enactment of it or any
statutory provision substituted for it, and all ordinances, by-laws,
regulations, rules and statutory instruments (however described) issued under
it;
- a reference to any document (including this document)
is to that document as varied, novated, ratified or replaced from time to
time;
- words importing the singular include the plural (and
vice versa), and words indicating a gender include every other gender;
- a reference to "$" or "dollar" is to Australian
currency; and
- the word "includes" in any form is not a
word of limitation.
Definitions
Capitalised terms in the agreement above will mean the following:
Agreement means
the legally binding contract arising between the parties under this document.
Authorised Account means
a sub-account, under the auspices of Client's overall account with Provider,
which is operable by an employee, agent or contractor of Client.
Authorised User means
- an employee, agent or contractor of Client; or
- any other third party,
authorised by Client to use an Authorised Account.
Communication means
any written communication including each notice, consent, approval, request and
demand under or in connection with the Agreement.
Confidential Information means
information that is by its nature confidential, including but not limited to
information relating to the:
- personnel, policies, practices, clientele or business
strategies of the parties;
- Intellectual Property Rights of either party; and
- the terms of the Agreement,
but does not include information:
- already rightfully known to the receiving party at
the time of disclosure by the other party; or
- in the public domain other than as a
result of disclosure by a party in breach of its obligations of
confidentiality under the Agreement.
Consequential Loss means
loss of revenue, loss of profits, loss of anticipated savings or business, pure
economic loss, loss of data, loss of value of equipment (other than the cost of
repair), loss of opportunity or expectation loss, and any other form of
consequential, special, indirect, punitive or exemplary loss or damages.
Cost means
any costs, expenses, losses, damages, claims, demands, proceedings, and other
liability.
Data means
any data uploaded by Client or any user associated with Client to the Software
or any other electronic servers and infrastructure used to provide the Services.
Dispute means
any dispute arising between Client and Provider in connection with the
Agreement.
Indemnified means
Provider and its directors, employees, contractors and agents.
Insolvency Event means
in respect of a party:
- the appointment of an administrator, a receiver or
receiver and manager in respect of that party;
- an application to a court or an order for the winding
up of the party; or
- the occurrence of anything analogous or
having a substantially similar effect to any of the preceding events.
Intellectual Property Right means
all present and future rights conferred by statute, common law or equity in or
in relation to business names, circuit layouts, computer software, confidential
information, copyright, designs, domain names, formulas, inventions, knowhow,
patents, plant varieties, recipes, trade marks, and other results of
intellectual activity in the industrial, commercial, scientific, literary or
artistic field, the benefit of any application to register such a right and the
benefit of any renewal or extension of such a right.
Non Excludable Condition means
any guarantee, condition or warranty (such as the consumer guarantees implied by
the Competition
and Consumer Act 2010 (Cth)),
which cannot by law be excluded.
Personal Information has
the meaning given to that term in the Privacy
Act 1988 (Cth).
Privacy Law means:
- the Privacy
Act 1988 (Cth); and
- any code registered under the Privacy Act
or Australian Privacy Principles.
Product IP means
all Intellectual Property Rights subsisting in:
- the Software or any part of it; or
- any additions or alterations made to the
Software, including those made with the input of Client.
Resolution Notice means
a notice of Dispute served by a party in relation to the Agreement.
Services means:
- the Software;
- the mobile app;
- attached file storage;
- software generated communications such as Email and
SMS; and
- any other service rendered by Provider to
Client within the scope of the Agreement.
Software means:
Technical Information means
information used, provided and created by the Software, including:
- accounting data; and
- aggregated data connected with operating
businesses.
Unforeseen Event means
an act of war (whether declared or not) or terrorism, the mobilisation of armed
forces, civil commotion or riot, natural disaster, industrial action or labour
disturbance, currency restriction, embargo, action or inaction by a government
provider, a failure of a supplier, public utility or common carrier or computer
disruption due to the effects of a virus or other malicious code.
Us means
the Provider.
You means
you, the user, or the entity that you are signing for, known in the Agreement as
the Client.