General Terms and Conditions (Last revision August 2022)
1 Parties and Agreement
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Proposal, and:
Agreement means these terms and conditions, all schedules (including the Proposal), appendices, annexures and attachments included, or referred to, in this Agreement.
Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales.
Confidential Information includes information which:
Receiving Party receives that information. For the avoidance of doubt, our Confidential Information includes Our materials and the compensation and rates we obtain from Third Party Inputs. Your Confidential Information includes Your materials and the Customer Data.
Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise).
Customer Data means Personal Information or data provided to us or inputted by you, or your Personnel into the Deliverables, or stored by the Deliverables, or generated by the Deliverables as a result of your use of the Deliverables.
Deliverables means the Software and/or the integration services, and any development or support, or services as further particularised in the Proposal and Appendix A, and any additional Deliverables agreed between the Parties throughout the period of this Agreement.
Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
Expenses means all pre-approved reasonable travel and out-of-pocket expenses incurred by us in connection with performing the Deliverables.
External Circumstances Event means any circumstance beyond either Party’s reasonable control.
Fees means the fees to be paid to us by you, as set out in the Proposal (including without limitation any Upfront Development Fees and/or Transaction Fees).
Insolvency Event means the appointment in relation to either Party of an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the Laws of any relevant jurisdiction in respect of it or any action taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days.
Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names.
Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth) or any similar or analogous laws under the laws of any relevant jurisdiction.
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 this Agreement or otherwise.
Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you.
Personnel means, in relation to a Party, the officers, employees, contractors, sub-contractors and agents of that Party.
Proposal means the proposal attached to these terms and conditions.
Receiving Party means the party receiving Confidential Information from the Disclosing Party.
Software means the software provided to you as software either for download and installation or hosted on remote servers, and as used to provide any of the Deliverables, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.
20 Interpretation:
In this Agreement, unless the context otherwise requires:
If the documents making up this Agreement are inconsistent or conflicting, a document listed earlier in the following list takes priority over any document listed below it:
- This agreement is between you, the entity benefiting from the use of the Services and Deliverables and named in the Proposal (you, your or Customer) and AutoPlay Automotive (Aus) (634 162 002) Pty Ltd, its successors and assignees (we, us, our or AutoPlay), each a Party and collectively the Parties.
- These terms and conditions form the agreement under which we agree to provide you with the Services and Deliverables outlined in the Proposal attached to our Standard Order Form (Agreement). Please read this Agreement carefully. If you have any questions, please contact us using the contact details in the Proposal, before accepting this Agreement.
- We warrant and agree that we will use reasonable efforts to ensure all our obligations under this Agreement will be carried out:
- by suitably competent and trained Personnel; and
- in an efficient and professional manner.
- You accept this Agreement by:
- signing and returning to us the signed copy of the Standard Order Form; or
- making part or full payment of the Fees; or
- accessing and using the Services and Deliverables; or
- making the Services and Deliverables available to your customers.
- By accepting this Agreement, you warrant to us that:
- you have reviewed this Agreement, including our data and privacy policies, available on our website (www.autoplay.com.au), and you understand them and will use the Services and Deliverables in accordance with them;
- you have the authority to act on behalf of any person or entity for whom you are using the Services and Deliverables and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services and Deliverables; and
- you have all hardware, software and services which are necessary to access and use the Services and Deliverables, including any required operating systems.
- Subject to the payment of any applicable Fees, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the Services and Deliverables in accordance with any user limits (Licence).
- During the term of the Agreement, we will provide you with support services via email or telephone as set out in the Proposal, provided that where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you have done in relation to the fault).
- The Parties must ensure that they comply with any applicable privacy or anti-spam Laws in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement.
- As between the Parties:
- we own all Intellectual Property Rights in Our materials; and
- you own all Intellectual Property Rights in Your materials, and
- nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our materials or Your materials.
- As between the Parties, ownership of all Intellectual Property Rights in any new materials or Improvements will at all times vest, or remain vested, in us upon creation.
- You grant us a non-exclusive, revocable, worldwide, sub-licensable right and licence, for the duration of the Agreement, to use Your materials, solely in accordance with this Agreement.
- We grant you a non-exclusive, revocable, royalty-free, non-sublicensable and non-transferable right and licence for the duration of the Agreement, to use Our materials that we provide to you, and the new materials and Improvements, solely for the purposes for which they were developed and for your use and enjoyment of the Services and Deliverables, as contemplated by this Agreement.
- You warrant that you have obtained all necessary rights, releases and permissions to provide Your Materials to us and to grant the rights granted to us in this Agreement and that Your Materials do not infringe any Laws.
- You must not whether directly or indirectly, other than as expressly stated in this Agreement, or without our prior written consent:
- copy or use, in whole or in part, any of our Intellectual Property;
- reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
- reverse assemble, reverse engineer, reverse compile or enhance the Deliverables;
- attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Deliverables, the data or documentation;
- breach any Intellectual Property Rights connected with the Deliverables, including altering or modifying any of our Intellectual Property;
- cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
- resell, assign, transfer, distribute or make available the Deliverables to third parties;
- “frame”, “mirror” or serve any of the Deliverables on any web server or other computer server over the Internet or any other network;
- alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Deliverables; and
- using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).
- You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Customer Data during the Agreement and for a reasonable period after the Agreement has ended or expired to:
- supply the Deliverables to you (including to enable you and your Personnel to benefit from the Deliverables and to perform back-ups);
- diagnose problems with the Deliverables;
- share location data with third parties;
- improve our Deliverables;
- develop new Deliverables;
- promote and/or market our services;
- perform analytics; and
- enhance and otherwise modify the Deliverables, as reasonably required to perform our obligations under this Agreement.
- You must, at all times, ensure the integrity of the Customer Data and that your use of the Customer Data is compliant with all Laws.
- Despite anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Deliverables, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
- does not contain identifying information; and
- is not compiled using a sample size small enough to make the underlying Customer Data identifiable.
- We and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.
- You must pay us any Fees, any agreed Expenses or other amounts payable to us under this Agreement in accordance with the payment dates and payment methods set out in the Proposal (Payment Terms).
- If any payment has not been made in accordance with the Payment Terms we may (in our absolute discretion):
- immediately cease or suspend the provision of the Deliverables, and recover as a debt due and immediately payable from you any additional costs of doing so;
- charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 5% per month, calculated daily and compounding monthly, on any such amounts unpaid after the due date; and
- engage debt collection services and/or commence legal proceedings in relation to any such amounts.
- If you rectify such non-payment after the Deliverables have been suspended, then we will recommence the provision of the Deliverables as soon as reasonably practicable.
- The Fees are non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Deliverables (or part thereof).
- The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Deliverables Tax) Act 1999 (Cth).
- If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
- If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
- If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
- Subject to clause 11.2, you may request a variation or change to the Services or Deliverables, including the timing for the provision of the Services and Deliverables, by providing written notice (including by email) to us, with details of the variation or change, (Variation Request).
- We will not be obliged to comply with a Variation Request unless we:
- accept the Variation Request, including any variation to the Fees to effect the Variation Request (Fee Variation), in writing; and
- the Fee has been adjusted to reflect the Fee Variation.
- If we consider that any instruction or direction from you constitutes a variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued in accordance with clause 11.1.
- Where the Deliverables are varied or changed, or the costs of providing the Services or Deliverables increases (Variation Event), and the cause of that Variation Event relates to, or is connected with, an event or circumstance beyond our reasonable control, you agree to pay us our reasonable additional costs and Expenses that we may suffer or incur as result of the Variation Event, as a debt due and immediately payable.
- If, during the Agreement, you require any changes to the scope, functionality or nature of the Services or Deliverables or the elements of the Software used to provide the Deliverables or any bespoke customisations to the Deliverables, you must notify us of the changes you require.
- Following notification, at our discretion, we may provide you with written notice in the form of a statement of work covering (i) the changes required to the Software, (ii) the development services required in respect of such changes (Development Services) and (iii) the fee for required for us to undertake such Development Services (Development Fee).
- If you agree to the changes to the Services or Deliverables, the Development Services and the Development Fee then, subject to the Parties signing a statement of work and this Agreement, we will provide the Development Services to you in consideration for payment of the Development Fee.
- You acknowledge and agree that:
- the provision of the Services and Deliverables may be contingent on, or impacted by, third parties, other users’ use of our services, suppliers, other subcontractors (Third-Party Inputs); and
- despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of this Agreement or law, if such default or breach was caused or contributed to by any Third-Party Inputs.
- You acknowledge that the Services and Deliverables include certain optional functionality that may interface or interoperate with third party software or services.
- To the extent that you choose to use such functionality and they are not a part of the Services or Deliverables, you are responsible for the purchase of and compliance with the licensing obligations related to the applicable third-party software and services.
- It is your responsibility to ensure these requirements are met in order for you to benefit from the specific functionality made available to you.
- Despite anything to the contrary, to the maximum extent permitted by law:
- our maximum Liability arising from or in connection with this Agreement (including the Services and Deliverables or the subject matter of this Agreement) will be limited to, and must not exceed for any claim, the total amount of Fees you paid to us and retained by us in the three (3) month period directly preceding the date on which such Liability arose, in respect of the supply of the relevant Services or Deliverables to which the Liability relates;
- a Party’s liability for any Liability under this Agreement 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); and
- we will not be liable to you for any Consequential Loss.
- Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability (whether under statute, contract, negligence) caused or contributed to by, arising from or connected with:
- you or your Personnel’s acts or omissions;
- your customer’s acts or omissions;
- any use or application of the Deliverables by a person or entity other than you, or other than as reasonably contemplated by this Agreement;
- any works, services, products, materials or items which do not form part of the Services and Deliverables (as expressed in this Agreement), or which have not been provided by us;
- any Third-Party Inputs;
- the Deliverables being unavailable, or any delay in us providing the Deliverables to you, for whatever reason; and
- any External Circumstances Event.
- Subject always to the terms described in the Proposal, to the extent permitted by law, either Party may terminate this Agreement, if the other Party:
- has breached a material term of this Agreement and has failed to remedy such breach within 10 Business Days of receiving notice to do so, subject to any other express right of termination;
- ceases operation without a successor; or
- is subject to an Insolvency Event.
- We may terminate this Agreement by providing you with 5 Business Days’ notice, in our sole discretion, if you fail to pay any amounts owing to us within 10 Business Days of the due date.
- On termination of this Agreement:
- you must cease promoting the integration services, cease using the Deliverables and we will cease to provide the Deliverables;
- we will provide any further disengagement services at our then current rates, and such further disengagement support services must be agreed in writing by the Parties.
- you agree that any payments made are not refundable and you are to pay for all Deliverables provided prior to termination, including Deliverables which have been provided and have not yet been invoiced to you, any other amounts to which we are committed, and all other amounts due and payable under this Agreement;
- both Parties must promptly return (where possible) or delete or destroy (where not possible to return), each other’s Confidential Information and Intellectual Property unless required by Law or regulatory requirements to retain such information;
- for the avoidance of doubt, any provisions of this Agreement that by its nature survive the termination of this Agreement will remain in force after the Agreement has ended or expired; and
- within 4 weeks after the termination, we will be entitled to permanently delete all Customer Data. You acknowledge and agree that if you require a copy of your Customer Data, you must make your own copies of such Customer Data.
- The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.
- We warrant and agree that:
- we are properly constituted and have the right and authority to enter into this Agreement;
- we are not subject to an Insolvency Event; and
- we will provide the Deliverables in accordance with all applicable Laws.
- You warrant and agree that:
- there are no legal restrictions preventing you from entering into this Agreement;
- you are not subject to an Insolvency Event;
- you have not relied on any representations or warranties made by us in relation to the integration services (including as to whether the integration services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;
- you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Deliverables and as otherwise requested by us, from time to time, and in a timely manner;
- all information and documentation that you provide to us in connection with this Agreement is true, correct and complete and that we will rely on such information and documentation in order to provide the Service and Deliverables;
- you will inform us if you have reasonable concerns relating to our provision of the Services or Deliverables under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns; and
- you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Deliverables to be provided in accordance with this Agreement, at your cost, and for providing us with the necessary consents, licences, authorities and permissions, and in a timely manner.
- Subject to clause 17.2, a Receiving Party must keep confidential and not use, or permit any unauthorised use, of the Confidential Information of a Disclosing Party.
- Clause 17.1 does not apply where:
- the information is in, or comes into, the public domain (other than by a breach of this clause 17 or any other duty of confidence owed by the Receiving Party);
- the Receiving Party has the prior written consent of the Disclosing Party;
- the disclosure is required by Laws;
- the disclosure is required in order for the Receiving Party to comply with its reporting requirements and practices or its obligations under this Agreement; or
- the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Receiving Party ensures the adviser complies with the terms of this clause 17.
- Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 17. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 17.
- External Circumstances Event: Neither Party will liable for any delay or failure to perform their obligations under this Agreement if such delay or failure is due to any External Circumstances Event.
- Amendment: This Agreement may only be amended by a written instrument executed by both Parties.
- Assignment: Neither Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld). Any purported dealing in breach of this clause is of no force or effect.
- Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
- Entire Agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
- Non-exclusive: The Deliverables will be provided to you on a non-exclusive basis.
- Removal: We reserve the right at any time and from time to time to change or remove features of the integration services provided that, where there is any material negative alteration to the functionality of the integration services in accordance with this clause, we will provide you with 45 days’ notice and you may terminate this Agreement in accordance with 30 days’ written notice to us.
- Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
- Online Execution: This Agreement may be executed by means of such third-party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
- Relationship of Parties: In performing the Deliverables, we will act as an independent contractor. This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
- Publicity: With your prior written consent, we may use advertising or publicly announce that we have undertaken work for you, including in website testimonials and in our marketing material.
- Subcontractors: We may engage subcontractors to perform the Deliverables on our behalf. Despite this, we will remain responsible for all of our obligations under this Agreement.
- Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by courier or email and will, in the case of courier, be deemed to have been served on confirmation of delivery, or in the case of transmission by email, at the time of transmission.
- Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.
- Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
- Governing law: This Agreement is governed by the laws of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Proposal, and:
Agreement means these terms and conditions, all schedules (including the Proposal), appendices, annexures and attachments included, or referred to, in this Agreement.
Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales.
Confidential Information includes information which:
- is disclosed to the Receiving Party in connection with this Agreement at any time;
- is prepared or produced under or in connection with this Agreement at any time;
- relates to the Disclosing Party’s business, assets or affairs; or
- relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
Receiving Party receives that information. For the avoidance of doubt, our Confidential Information includes Our materials and the compensation and rates we obtain from Third Party Inputs. Your Confidential Information includes Your materials and the Customer Data.
Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise).
Customer Data means Personal Information or data provided to us or inputted by you, or your Personnel into the Deliverables, or stored by the Deliverables, or generated by the Deliverables as a result of your use of the Deliverables.
Deliverables means the Software and/or the integration services, and any development or support, or services as further particularised in the Proposal and Appendix A, and any additional Deliverables agreed between the Parties throughout the period of this Agreement.
Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
Expenses means all pre-approved reasonable travel and out-of-pocket expenses incurred by us in connection with performing the Deliverables.
External Circumstances Event means any circumstance beyond either Party’s reasonable control.
Fees means the fees to be paid to us by you, as set out in the Proposal (including without limitation any Upfront Development Fees and/or Transaction Fees).
Insolvency Event means the appointment in relation to either Party of an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the Laws of any relevant jurisdiction in respect of it or any action taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days.
Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names.
Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth) or any similar or analogous laws under the laws of any relevant jurisdiction.
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 this Agreement or otherwise.
Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you.
Personnel means, in relation to a Party, the officers, employees, contractors, sub-contractors and agents of that Party.
Proposal means the proposal attached to these terms and conditions.
Receiving Party means the party receiving Confidential Information from the Disclosing Party.
Software means the software provided to you as software either for download and installation or hosted on remote servers, and as used to provide any of the Deliverables, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.
20 Interpretation:
In this Agreement, unless the context otherwise requires:
- a reference to this Agreement or any other document includes the document, all schedules and all appendices or annexures as novated, amended, supplemented, varied or replaced from time to time;
- a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re- enactments from time to time;
- a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
- no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
- a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
- a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
- a reference to time is to local time in New South Wales; and
- a reference to $ or dollars refers Australian Dollars.
If the documents making up this Agreement are inconsistent or conflicting, a document listed earlier in the following list takes priority over any document listed below it:
- The Proposal setting out the key terms and their meanings including any Special Conditions;
- The Appendices and Schedules attached to the Proposal;
- the document setting out these main terms and conditions; and
- any other document incorporated by reference.