clrHorizon Terms & Conditions
You agree to accept and be bound by these terms and conditions, either by clicking a box indicating your acceptance, by registering for a free trial or by executing an Order Form that incorporates by reference these terms and conditions. Together, these terms and conditions and any Order Form constitutes the Agreement between Us and You. If you are agreeing to these terms and conditions on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and to cause that entity's Affiliates if they utilise Our Services to adhere to these terms and conditions as if they were a party to these terms, in which case the terms “You” or “Your” shall refer to such entity and Affiliates. If You do not have such authority, You must not accept these terms and conditions and you must not use the Services. You must not access the Services if You are Our competitor, except with Our prior written consent. In addition, You must not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, except with Our prior written consent.
This Agreement is effective between You and Us as of the date of You accepting these terms and conditions.
In these terms and conditions, the following terms have the corresponding meaning unless the context requires otherwise.
'Affiliate' means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. 'Control,' for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
'AppExchange' means the online directory of applications that interoperate with the Services, located at http://www.salesforce.com/appexchange or at any successor website.
'Malicious Code' means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
'Non clrHorizon Applications' means online applications and offline software products that are provided by entities or individuals other than Us including those applications made available through the AppExchange and are clearly identified as such, and that interoperate with the Services.
'Order Form' means the documents for placing orders hereunder, as issued by Us, including addenda thereto, that are entered into between You and Us or any of Your Affiliates from time to time, including addenda and supplements thereto. By accepting an Order Form, an Affiliate agrees to be bound by the terms and conditions of this Agreement as if it were named as an original party hereto.
'Purchased Services' means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“Quote” means any written quotation provided to the Customer by clrHorizon incorporating by reference these terms and conditions.
'Services' means the products and services that are ordered by You under a free trial or purchased pursuant to an Order Form and made available by Us. “Services” exclude the Salesforce.com platform and Non clrHorizon Applications.
'User Guides' means any user guides or white papers provided for the Services.
'Users' means individuals who are authorised by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
'We,' 'Us' or 'Our' means the clrHorizon company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
'You' or 'Your' means, as the case may be, you personally if you are a sole trader, you or your partners if you are a partner of a partnership or the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
'Your Data' means all electronic data or information submitted by You to the Services.
2. FREE TRIAL
If You register for a free trial of our Services, this Agreement governs that free trial. When you register We may make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service; or (b) the start date of any Purchased Services ordered by You.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMISATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMISATIONS MADE DURING THE FREE TRIAL; THEREFORE, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMERS) AND TO THE EXTENT PERMITTED BY LAW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
3. PURCHASED SERVICES
3.1. Provision of Purchased Services
We must make the Purchased Services available to You pursuant to terms and conditions of and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
3.2. User Subscriptions
Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions will terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
4. USE OF THE SERVICES
4.1. Support Arrangements
The Customer acknowledges that we are under no obligation to provide any support in respect of the Service, unless stated otherwise in the relevant Quote. If we provide any such support, it will be provided as described in the Quote. You acknowledge that We will not be liable for any support issues, unless we enter into a separate written support agreement with You in this regard.
In such circumstances, Our liability for any support will be as agreed between the parties in that separate support agreement.
4.2. Our Protection of Your Data
We maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We will not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 8.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.
4.3. Your Responsibilities
You are (i) responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorised access to or use of the Services, and notify Us promptly of any such unauthorised access or use, and (iv) use the Services only in accordance with recommended use and applicable laws and government regulations. You must not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorised access to the Services or their related systems or networks.
5. SALESFORCE.COM PLATFORM AND NON CLRHORIZON PROVIDERS
5.1. Saleforce.com platform
Our Services are only available as an application accessible through and hosted on the Salesforce.com platform. Our services are subject to the limitations, delays, and other problems inherent in the use of the Salesforce.com platform and the vagaries of Internet and electronic communications and protocols. We are not responsible for any delays, delivery failures, or other damage or loss resulting from such problems.
5.2 Acquisition of Non clrHorizon Products and Services
We or third parties may from time to time make available to You (e.g., through the AppExchange) third-party products or services, including but not limited to Non clrHorizon Applications and implementation, customisation and other consulting services. Any acquisition by You of such non clrHorizon products or services, and any exchange of data between You and any non clrHorizon provider, is solely between You and the applicable non clrHorizon provider. We do not warrant or support non clrHorizon products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form.
5.3. Non clrHorizon Applications and Your Data
If You install or enable Non clrHorizon applications for use with Services, You acknowledge that We may allow providers of those Non clrHorizon Applications to access Your Data as required for the interoperation of such Non clrHorizon Applications with the Services. We are not responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non clrHorizon Application providers.
5.4. Integration with Non clrHorizon Services
The Services may contain features designed to interoperate with Non clrHorizon Applications (e.g., Salesforce.com, Google, Microsoft). To use such features, You may be required to obtain access to such Non clrHorizon Applications from their providers. If the provider of any such Non clrHorizon Application ceases to make the Non clrHorizon Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without refund, credit, or other compensation to You.
6. FEES AND PAYMENT FOR PURCHASED SERVICES
You shall pay all fees specified in all Order Forms at the time and in the manner specified in the relevant Order Form. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on yearly periods that begin on the subscription start date and each anniversary thereof.
6.2. Invoicing and Payment
Payments shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us promptly of any changes to such information.
6.3. Overdue Charges
If any charges are not received from You by the due date, then at Our discretion, charges will accrue late interest at the rate of 1.5% of the outstanding balance per month.
6.4. Suspension of Service and Acceleration
If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable with an adjustment made to take into account the present value of money, such adjustment to be made by Us acting reasonably, or suspend Our services to You until such amounts are paid in full or both. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending our Services.
6.5. Payment Disputes
We will not suspend our Services to You under Section 6.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
7. PROPRIETARY RIGHTS
7.1. Reservation of Rights in Services
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
You must not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorised herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
7.3. Your Applications and Code
If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorise Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement.
7.4. Your Data
Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.
You grant Us a royalty-free, worldwide, irrevocable, transferable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of, or improvements to, the Services.
8.1. Definition of Confidential Information
As used herein, 'Confidential Information' means all confidential information disclosed by a party ('Disclosing Party') to the other party ('Receiving Party'), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. Protection of Confidential Information
The Receiving Party must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorised by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
8.3. Compelled Disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
9. WARRANTIES AND DISCLAIMERS
9.1. Our Warranties
We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services will perform materially as described (iii) subject to Section 5.3 (Integration with the SalesForce.com and Non clrHorizon Services), the functionality of the Services will not be materially decreased during a subscription term, and (iv) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (iv) if You or a User uploads a file containing Malicious Code into the Services and later downloads a file containing that Malicious Code. For consumers, who are covered by consumer protection laws or regulations in their country of purchase or, if different, their country of residence, the benefits conferred by Our Warranties are in addition to all rights and remedies conveyed by such consumer protection laws and regulations, including but not limited to Our additional Warranties.
9.2. Your Warranties
You warrant that You have validly entered into this Agreement and have the legal power to do so.
Except as expressly provided herein, neither party makes warranties of any kind, whether expressed, implied or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
9.4. Non-GA Services
From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ('Non-GA Services'). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Non-GA services are not considered “Services” hereunder and are provided “as-is” with no express or implied warranty to the extent permitted by law. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.
9.5. Force Majeure
If either Party is prevented from complying with, or delayed from performing, its obligations under our Agreement due to any event beyond its reasonable control (such event being referred to as a “Force Majeure Event”) it will not be in breach of this Agreement or otherwise liable to the other Party by reason of any such delay in performance or non-performance. However, this Clause does not excuse either party from complying with its payment obligations by itself claiming the benefit of a Force Majeure Event.
9.6 Australian Consumer Law
9.6.1 Application of this Section 9.6
This Section 9.6 applies in addition to Our Warranties given to You under Section 9.1, but only to the extent You are entitled to benefit from the provisions set out in this Section 9.6 under the Australian Consumer Law.
9.6.2. Mandatory Statement regarding guarantees
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
9.6.3 Limitation for business to business transactions
To the extent permitted by law, We limit Our liability for failure to comply with one or more guarantees (other than, for goods, guarantees under the Australian Consumer Law as to title, undisturbed possession and undisclosed securities) to (a) one or more of the following in the case of goods: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; and (iv) the payment of the cost of having the goods repaired; or (b) in the case of Our liability to comply with one or more guarantees in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again.
9.6.4 Our Warranties are in addition to the guarantees
The benefits to You given by Our Warranties in Section 9.1 are in addition to Your other rights under the Australian Consumer Law.
9.6.5 How You can make a Warranty Claim
A report of any alleged non-conformance of Our Warranties contained in Section 9.1 must be made in writing to clrHorizon Pty Ltd, particularising how we have not complied with Our Warranties, via Our business email address given in Section 13.
9.6.6 Who bears the costs of making a Warranty Claim
You will bear the expense of making a warranty claim under Section 9.1.
9.6.7. Risk of Loss of User-Generated Data
If We accept goods for repair, You acknowledge that any repair might result in loss of user-generated data.
10. MUTUAL INDEMNIFICATION
10.1. Indemnification by Us
We will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a 'Claim Against You'), and will indemnify You for any damages, legal fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defence and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
10.2. Indemnification by You
You must defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a 'Claim Against Us'), and must indemnify Us for any damages, legal fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defence and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.
10.3. Exclusive Remedy
This Section 10 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for the subject matter of any type of claim described in this Section to the maximum extent allowed by law.
11. LIMITATION OF LIABILITY
11.1. Limitation of Liability
To the maximum extent permitted by applicable law, neither party’s liability with respect to any single incident arising out of or related to this agreement shall not exceed the total amount paid by you in the 12 months preceding the incident. The foregoing does not limit your payment obligation under section 6 (Fees and Payment for Purchased Services) or any remedies that you might have under the Australian Consumer Law.
11.2. Exclusion of Consequential and Related Damages
In no event does either party have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, exemplary or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of, or foresaw, the possibility of such damages. The foregoing disclaimer does not apply to the extent prohibited by applicable law.
12. TERM AND TERMINATION
12.1. Term of Agreement
Your Agreement with Us commences on the date You accept these terms and conditions and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, Your Agreement with Us will terminate at the end of the free trial period.
12.2. Term of Purchased User Subscriptions
User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term will be the same as that during the prior term unless We have given You written notice of a pricing increase at least forty-five days (45) before the start of the new term, in which case the pricing increase is be effective thereafter.
12.3. Termination for Cause
A party may terminate this Agreement for cause: (i) upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In no event does termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
12.4. Surviving Provisions
Section 6 (Fees and Payment for Purchased Services), 7 (Proprietary Rights), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of Liability), 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) survive any termination or expiration of this Agreement.
13. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
You are contracting with and should direct notices to under these terms and conditions (Agreement) which govern your acquisition and use of the services to clrHorizon Pty Ltd ACN 159 364 360 (clrHorizon) at email@example.com
13.2. Manner of Giving Notice
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder must be in writing and are deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.
13.3 Agreement to Governing Law and Jurisdiction
This Agreement, any Quote are governed by the laws of the State of New South Wales, Australia and any dispute or claim arising in connection with the same is subject to the non-exclusive jurisdiction of the Courts of New South Wales, Australia, operating in Sydney.
14. GENERAL PROVISIONS
14.1. Export Compliance
The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the U.S. Government and also that of other Governments. Each party represents that it is not named on any government denied-party list however described. You must not permit Users to access or use Services in an embargoed country or in violation of any export law or regulation.
You warrant that have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You must promptly notify clrHorizon.
14.3. Relationship of the Parties
The parties to this Agreement are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between You and Us.
14.4. No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement.
No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision maybe modified by the Court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement remain in effect.
14.7. Legal Fees
You must pay on demand all of Our reasonable legal fees, reasonable recovery agency costs and commissions and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 6.2 (Invoicing and Payment).
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties, their respective successors and permitted assigns.
14.9. Goods and Services Tax
If this Agreement or any supply under or in respect of this Agreement becomes subject to Goods and Services Tax (GST), and if the recipient of the consideration is liable to GST in relation to any supply under this Agreement, the parties agree that the amount payable for any supply under or in respect of this Agreement by any party shall be adjusted by the amount of the GST. Each party agrees to do all things, including providing invoices or other documentation in such form and detail that may be necessary to enable or assist the other party to claim or verify any input tax credit, set off, rebate or refund in relation to any GST payable under this Agreement or in respect of any supply under this Agreement.
14.10 Data Transfer
As part of providing the Services, We may store or process Your Data in the United States or any other country in which We or our service providers maintain facilities, By using the Services, You consent to this transfer, processing and storage of Your Data.
14.11 Personal Information
You agree to inclusion by Us of Your name in a customer list.
14.13 Entire Agreement
This Agreement, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted (by electronic means or otherwise) by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between these terms and conditions and the terms of any Order Form, the terms of the Order Form will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions are of no effect.
Terms & Conditions