Definitions and Interpretation
In this agreement, terms used in the Schedule have the meaning given to them in the Schedule and, unless the context otherwise requires:
Australian Consumer Law means the provisions of Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied under Part XI or under a law of a State or Territory.
Authorised User means the employees, agents and independent contractors of you who are authorised by you to be supplied Authorised User Logins and access and use Platform.
Authorised User Logins means the unique username and password issued or otherwise assigned by us to you or your Authorised Users for access to and use of the Platform.
Confidential Information of a party means the confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) of that party (disclosingparty) which his disclosed to, or learnt by or accessed by the other party (receiving party), including information which:
- is identified by the disclosing party as confidential or the receiving party ought to have been known to be confidential; and
- relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies of the disclosing party,
but does not include information:
- which is in, or comes into, the public domain other than by the receiving party’s breach of this agreement;
- which is independently known to, or developed by, the receiving party as evidenced by the receiving party’s written records; or
- is or was made available to the receiving party by a person (other than the disclosing party) who is not, or was not, under an obligation of confidence to the disclosing party.
Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.
Dispute Notice means a notice issued by a party claiming a dispute has arisen, which is issued to the other party setting out the nature of the dispute and all other information relevant to the dispute.
Fees means (where applicable) the Subscription Fees and/or the Support add-on and/or One-off add-one fees.
Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority, which:
- directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; and
- is beyond the reasonable control of that party.
Further Term has the meaning given to that term in clause 3.
GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Initial Term has the meaning given to that term in clause 3.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.
One-off add-ons means the one-off add-ons selected by you and set out in the Schedule.
Our IP has the meaning given to that term in clause 13.1
Pre-Existing IP means any Intellectual Property Rights in any materials existing at the date of this agreement, including Intellectual Property Rights in software, hardware or documentation and materials used in our or your business.
Privacy Act means the Privacy Act 1998 (Cth).
Schedule means the schedule attached to these agreed terms, setting out the commercial details, including your Subscription type, any add-ons, and your fees.
Start Date means the date this agreement is signed by both parties.
Subscription means either your Annual or Monthly Subscription to access and use the Platform, including your Support add-ons if selected in the Schedule, in accordance with these agreed terms.
Support add-ons means the support add-ons selected by you and set out in the Schedule.
Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act1999 (Cth).
Term means the Initial Term and any Further Term.
Third Party Product has the meaning given to that term in clause 12.
Third Party Supplier means a supplier who supplies Third Party Products (other than us).
Update has the meaning given to that term in clause 9.
Your Content means all any content, including text, data, logos, documents, imagery, videos or other files entered, uploaded or created by you or your Authorised Users while using the Platform.
- In this agreement unless the context otherwise requires:
- clause and subclause headings are for reference purposes only;
- the singular includes the plural and vice versa;
- where a word or phrase is defined its other grammatical forms have a corresponding meaning;
- references to statutes include all statutes amending, consolidating or replacing such statutes;
- $ means the lawful currency of Australia;
- any reference to a party to this document includes its successors and permitted assigns;
- the use of the word "includes" or "including" is not to be taken as limiting the meaning of the words preceding it; and
- a reference to a clause or Schedule is a reference to a clause of, or a schedule of this agreement.