Pendula Terms & Conditions | Pendula Pendula Terms & Conditions | Pendula

Pendula Terms & Conditions

If you are an existing customer on our legacy terms, those terms are available here.


1.          THIS AGREEMENT
1.1        By accepting an Order Form, you agree to be bound by these terms and conditions.
1.2        Your Agreement with us consists of the following parts, and to the extent of any inconsistency, each part will prevail in the following order (with the first-named document prevailing to the greatest extent):
(a)         the Order Form (including, if relevant, any statement of work attached to, incorporated by reference in or agreed between the parties under, the Order Form (SOW)); then
(b)         any Additional Terms, in accordance with clause 2 (in relation to the relevant Product or Service only); then
(c)         these terms and conditions; then
(d)         any document referred to in these terms and conditions.
1.3        Where we agree to provide you with Services, the information and deliverables in connection with those Services will be set out in a SOW prepared by us. Any SOW is deemed to be part of the corresponding Order Form.
1.4        We update these terms and conditions from time to time. If you are an existing customer, we will inform you when the terms are updated.

2.          ADDITIONAL TERMS AND ADDITIONAL AGREEMENTS
2.1        Depending on the Products and Services that we agree to supply to you in the Order Form, you will be required to accept Additional Terms. Any Additional Terms that you are required to accept will be indicated in your Order Form or this clause 2.
2.2        Depending on the Products and Services we agree to supply to you in the Order Form, you will be required to enter into an Additional Agreement with the Relevant Supplier. Any Additional Agreement that you are required to enter into will be indicated in your Order Form, this clause 2 or applicable Additional Terms.
2.3        Any Additional Agreement entered into with a Relevant Supplier is between you and the Relevant Supplier, and not us.
2.4        Subject to clause 9.4, we have no liability under any Additional Agreement.
2.5        If we supply Pendula for Salesforce, the Additional Terms and Additional Agreement here apply.
2.6        If we supply Pendula for Zuora, the Additional Terms here apply.
2.7        If we supply WhatsApp functionality, the Additional Terms and Additional Agreement here apply.

3.          YOUR RESPONSIBILITIES
3.1        You are responsible for all use of the Products and Services, and must ensure that no person uses the Products or Services:
(a)         in breach of this Agreement (including any Additional Terms);
(b)         in breach of any Additional Agreement;
(c)         for any purpose other than your internal business purposes;
(d)         in a manner that breaks any law or infringes any person’s rights;
(e)         in any way that damages, interferes with or interrupts the supply of the Products or Services;
(f)          to transmit, publish, communicate, view or create any material that is or may be pornographic, defamatory, offensive, menacing, unwanted, obscene, illegal or unlawful;
(g)         in a way that infringes any third party’s Intellectual Property Rights; or
(h)         in a way that disrupts, misuses or excessively uses our (or any of our third party service provider’s) hardware, bandwidth access, storage space or our (or any of our third party service provider’s) other resources.
3.2        Additionally, you must not:
(a)         permit any third party to access the Products except as permitted in this Agreement or in the Order Form;
(b)         create derivate works based on the Products;
(c)         copy, frame or mirror any part or content of the Products, other than copying or framing on your own intranets or otherwise for your own internal business purposes;
(d)         reverse engineer the Products; or
(e)         access the Products in order to:
(i)          build a competitive product or service, or
(ii)         copy any features, functions or graphics of the Products,
and must ensure that no person does any of the acts described in clause 3.2(a) to 3.2(e).
3.3        You must comply will all laws applicable to your receipt and use of the Products and Services.
3.4        You are responsible for the acts and omissions of any user of any Product or Services as if they were your own acts or omissions (regardless of whether that user was authorised by you or not).
3.5        You warrant that you are not subject to EU or US trade sanction or economic restriction, or other trade sanctions or economic restrictions.
3.6        Subject to clause 9.4, you acknowledge and agree that we are not responsible for your use of the Products and Services, or any actions you take or conclusions you reach based on your use of the Products or Services.

4.          FEES AND PAYMENT
4.1        You must pay us the Fees specified in the Order Form.
4.2        Unless otherwise stated, all Fees are exclusive of GST.
4.3        Your Order Form will state whether Fees are payable in Australian Dollars or another currency. If no currency is stated, the currency is Australian Dollars.
4.4        If you provide credit card information to us, you authorise us to charge that credit card for all Fees and an amount to cover any fees we incur in connection with charging that credit card.
4.5        If the Order Form specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Order Form. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. You must pay each such invoice before the due date specified in that invoice and in any case within 14 days of the date of that invoice.
4.6        If you genuinely dispute an invoice you need not pay the disputed amount until the dispute is resolved, however you must pay all undisputed amounts by the due date.
4.7        If you do not pay any amount due under this Agreement on time, we may charge you interest (calculated on a daily basis) on any unpaid amounts at 2% per annum above the then-current overnight bank bill swap rate published by the Reserve Bank of Australia.
4.8        Prior to entering into any Subscription Extension Period, we may submit revised pricing that will apply during that Subscription Extension Period at least 90 days prior to the start of that Subscription Extension Period.
4.9        Unless otherwise stated, all Fees are payable in advance and are non-refundable and non-cancellable other than if you validly terminate this Agreement because of our breach.
4.10     You acknowledge and agree that we can pursue payment collection through formal debt collection third parties if:
(a)         any amount owing by you under this Agreement is 30 or more days overdue; or
(b)         you have made no effort to resolve a payment dispute.
All fees and costs incurred in securing these payments will be added to the total payable amount at the time of collection including third-party collection fees and interest.
4.11     Some of our commercial models include tiered subscription pricing and/or overage, which will be specified in the Order Form. When you reach a specific tier of usage, you will be invoiced for the corresponding tier and/or overage for the remainder of the corresponding Product Term (regardless of how long remains in that Product Term).
4.12     Unless we agree otherwise, if you add a new feature or extend your agreed usage allowance (or similar), you will be invoiced for the corresponding amount for the remainder of the corresponding Product Term (regardless of how long remains in that Product Term).
4.13     The Order Form will specify usage limitations that apply for a specified period. Those usage limitations expire at the end of that period.

5.          CONFIDENTIALITY
5.1        Each party must treat as confidential all information provided by the other party in connection with this Agreement (which, in our case, includes without limitation our technical, operational, billing, pricing and commercial information in relation to the supply of Products and Services and the terms of this Agreement).  The obligations in this clause do not apply to information obtained lawfully from a third party (free from any obligation of confidence) or which is otherwise lawfully in the public domain (other than through a breach of this Agreement).
5.2        A party must not disclose the other party’s confidential information to any person except:
(a)         to its employees, lawyers, accountants and (where we are disclosing) our sub-contractors on a ‘need to know’ basis provided those persons first agree to observe the confidentiality of the information;
(b)         with the other party’s prior written consent; or
(c)         if required by law, any regulatory authority or stock exchange (in which case that party must notify the first party immediately).
5.3        The treatment of information that you provide to a Relevant Supplier may be governed by the applicable Additional Terms or Additional Agreement.
5.4        You agree to allow us to reference you as a customer using our technology on our website and in print copy or marketing material. On request, you will provide us with an approved company logo that we may publish on our website and/or marketing material to communicate such relationship.
5.5        Despite any other clause in these terms, we and our suppliers may use Your Data which is de-identified, for any purpose.

6.          INTELLECTUAL PROPERTY RIGHTS
6.1        Each party (or its licensors, as applicable) will retain ownership of all Intellectual Property Rights subsisting in any software, firmware, tools, documentation, reports, data, diagrams, procedures, plans and any other materials (Materials) it provides or makes available to the other party under or in connection with this Agreement (Background IP).  All modifications and enhancements to a party’s Background IP are also to be treated as that party’s Background IP (or that of its licensor, as applicable).  If a party modifies or enhances the Background IP of the other party or its licensor, then the first party assigns to the owner of such Background IP all Intellectual Property Rights in those modifications or enhancements immediately from creation, and must do all things reasonably necessary to give effect to that assignment, including executing any documents.
6.2        You grant us a non-exclusive, royalty-free and non-transferable licence to use your Background IP for the purpose of providing the Products and Services to you, and as contemplated in clauses 6.4 and 6.6.
6.3        All Intellectual Property Rights in any Materials developed or created by us or on our behalf for you as part of the Products or Services (Developed IP) vest in us (or our licensors) immediately from creation.
6.4        We grant you a term-limited, non-exclusive, non-sublicensable, non-transferable, licence to use the Developed IP, and our Background IP to the extent that our Background IP is incorporated or used in the Products or Services, solely for the purpose of receiving and using the Products and Services in accordance with this Agreement.
6.5        You acknowledge that we can leverage API services from third-parties to enable facilities like short message services. We are not obliged to allow you to connect and use your own gateway privately with your own supplier of those facilities. Any integration must be validated and handled through a professional services engagement with us and additional Fees may apply. Subject to clause 9.4, we are not liable for the integrity, accuracy, timeliness and security for any of the services provided by third-party API and functionality vendors which are used in providing our Products and Services.
6.6        As between us and you, you own all right, title and interest in and to all of Your Data. You grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate Your Data and any suggestions, enhancement requests, recommendations or other feedback provided by you (including users) relating to the operation of the Products and Services, into the Products and Services.

7.          PRIVACY
7.1        Each party agrees to comply with its obligations under the Privacy Laws.
7.2        You agree to procure all permissions, and make all disclosures necessary to allow us and each Relevant Supplier to obtain, use and disclose the Personal Information that you and any user provide in the course of this Agreement and any Additional Agreement, for the purpose of this Agreement and any Additional Agreement (and any other purpose set out in this Agreement, any Additional Agreement and our privacy policy).  If the GDPR applies to information, you confirm that consent has been freely given, is specific to the purpose for which the information is to be used, is informed and unambiguous.
7.3        You must give us all assistance required and comply with all directions given by us from time to time in relation to our privacy policy, our compliance with the Privacy Laws and, if applicable, the GDPR, or any investigation, request or enquiry (formal or otherwise) from the Office of the Australian Information Commissioner or any other regulatory body regarding the information disclosed to us under this Agreement.
7.4        You must notify us immediately if you become aware of any breach or likely breach of this clause 7.
7.5        You must ensure that your computer network is secure. We are not responsible for the security of the Your Data or your computer network
7.6        You acknowledge that certain Products and Services are provided by third parties. We recommend that you review those third parties’ privacy policies before using those Products and Services.
7.7        Upon request by you made within 30 days after the effective date of termination or expiration of this Agreement, we will make any of Your Data stored within our systems, that does not exist within the underlying data storage application, available to you for export or download. After that 30-day period, we will have no obligation to maintain or provide your data, and may thereafter delete or destroy all copies of Your Data in our systems or otherwise in our possession or control, unless legally prohibited.

8.          WARRANTIES AND DISCLAIMERS
8.1        You represent and warrant to us that:
(a)         all information given to us in relation to this Agreement is correct, complete and not misleading; and
(b)         any Material that you supply and that is used by us will not and does not infringe or breach any third party rights or terms and conditions.
8.2        Subject to clause 9.4:
(a)         the Products and Services (including any content, software, functionality and operational platform or hosting services) are provided “as is”;
(b)         without limiting the generality 8.2(a), we do not warrant that the Products and Services will meet your requirements, will operate in any combination that may be selected for use by you or in combination with other software, or will operate uninterrupted or error free;
(c)         we do not warrant that all software errors, defects or inefficiencies will be corrected and we do not assume any liability for failure to correct any such errors, defect or inefficiency; and
(d)         we make no warranty, and you assume the entire risk, as to the capabilities, suitability, use or performance of any deliverables under this Agreement.
8.3        Among other things, the operation and availability of the systems used for accessing the Products and Services, including public telephone services, printing services, SMS providers, social media providers, computer networks and Internet, can be unpredictable and may from time to time interfere with or prevent access to the Products and Services. Likewise, the various platform services that support the delivery of Products and Services including but not limited to Salesforce.com platform, Amazon Web Services, third-party gateway services may be unavailable from time to time or execute service delivery in a manner or timeframe that is not immediate. Subject to 9.4, we are not responsible or liable for any of these failures.
8.4        Subject to 9.4 and to the extent permitted by applicable law, we exclude all express, statutory and implied conditions, guarantees and warranties in relation to any Products and Services other than the warranties expressly set out in this Agreement.

9.          LIABILITY
9.1        Subject to clause 9.4, and to the extent permitted by law, our liability for any loss or damage, however caused (including by the negligence of us), suffered or incurred by you:
(a)         in connection with any Product or Service is limited to the Fees paid by you to us in relation to the relevant Product or Service in the 12 months prior to the event giving rise to the loss or damage; and
(b)         in aggregate is limited to the total Fees paid or payable by you under this Agreement.
9.2        Subject to clause 9.4, any claim by you against us for loss or damage however caused (including by the negligence of us), suffered by you in connection with this Agreement must be made within six months of you becoming entitled to make the claim and any claim not made within six months is absolutely barred.
9.3        Subject to clause 9.4, in no event will we be liable to you for any Consequential Loss or any other consequential, indirect, special, incidental or punitive damages, regardless of the form of action, whether in contract, tort, strict product liability or otherwise, even if advised of the possibility of such damages and even if the damages were foreseeable.
9.4        Nothing in this Agreement is intended to have the effect of contracting out of any non-excludable provisions of the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law.  For any liability which cannot lawfully be excluded but can be limited, our liability is limited to our choice of re-supplying or paying the cost of re-supplying products or services and repairing, replacing or paying the cost of repairing or replacing goods or services.

10.        INDEMNITIES
10.1     You indemnify and hold us and our Personnel harmless in respect of any loss, damage suffered by us or our Personnel in connection with:
(a)         any breach of law by you or your Personnel;
(b)         any breach of this Agreement by you or your Personnel;
(c)         any breach of an Additional Agreement;
(d)         any negligent or fraudulent act or omission by you or your Personnel;
(e)         any claim against us or our Personnel by a third party arising out of a breach of this Agreement or an Additional Agreement by you or your Personnel;
(f)          you or your Personnel’s use of any Products or Services for any purpose other than its intended purpose;
(g)         any death of or injury to persons or any loss of or damage to real or personal property, caused or contributed by your act or omission (or that of your Personnel).

11.        TERM
11.1     This Agreement commences on the date you accept the corresponding Order Form and continues until the later of:
(a)         the expiry or termination of all Product Terms in accordance with this Agreement; and
(b)         the completion or termination of all Services in accordance with this Agreement.
11.2     The supply of each Product commences on the Subscription Start Date and continues for:
(a)         the Initial Subscription Period; and
(b)         any Subscription Extension Period(s) unless either party gives 90 days notice prior to the expiry of the Product Initial Term, (Subscription Term).
11.3     Unless either party gives 90 days’ notice prior to the expiry of the Initial Subscription Period, the supply of the Product will renew for the Subscription Extension Period.
11.4     Unless either party gives 90 days’ notice prior to the expiry of a Subscription Extension Period, the supply of the Product will renew for a further Subscription Extension Period (and will continue to do so).
11.5     Where more than one Product or Service is supplied under the Order Form, either party may give written notice of non-renewal pursuant to 11.2 or 11.3 in respect of one or more Product or Service, in which case the relevant Order Form terminates solely with respect to the Product or Services that is the subject of that notice (and continues in respect of any other Products and Services).

12.        TERMINATION
12.1     Either party may terminate this Agreement:
(a)         subject to any provision of the Corporations Act 2001 (Cth) or any related subordinate legislation that may prevent or restrict the exercise of a right of termination or other right under this Agreement, if the other party suffers an Insolvency Event;
(b)         in whole or in part by giving at least 10 Business Days’ notice to the other party if that other party commits a breach of this Agreement that is not capable of being remedied or a breach that is capable of being remedied but that other party fails to remedy the breach within a reasonable time (and in your case, no more than 7 days) after being notified of the breach; or
(c)         if otherwise permitted under this Agreement.
12.2     We may suspend or terminate any Product, Service or this Agreement in whole or in part, immediately by giving written notice if:
(a)         any undisputed Fees are overdue by 30 or more days;
(b)         you are a corporation and there is a change in control (direct or indirect) of:
(i)          the composition of your board of directors;
(ii)         more than half the voting rights attaching to your shares; or
(iii)        more than half your issued shares (not counting any share which carries no right to participate beyond a specified amount in the distribution of either profit or capital);
(c)         an Insolvency Event occurs in relation to you (but, in the event of termination, clause 13.1(a) applies);
(d)         you or your Personnel breach any Additional Terms or Additional Agreements;
(e)         any Additional Agreement expires or is terminated for any reason;
(f)          a Relevant Supplier terminates its agreement with us;
(g)         we are directed to do so by a regulatory body or similar; or
(h)         as otherwise permitted under this Agreement.

13.        EVENTS FOLLOWING TERMINATION
13.1     Unless otherwise set out in this Agreement, upon termination of this Agreement, you must immediately:
(a)         cease using the Products and Services;
(b)         return to us any of our confidential Information, our Background IP and any Developed IP in your possession or control; and
(c)         pay us the Fees for all Products and Services.
13.2     The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination.
13.3     The provisions of clauses 5, 6, 7, 9, 10, 13, 16, 19, and any provision that by its nature to is intended to survive termination, will survive the expiry or termination of this Agreement.

14.        SUPPORT AND SERVICES
14.1     Support enquiries are handled our online portal and only escalated to telephone communication when initiated by our customer support team members. For support, use www.pendula.com/support. You can purchase enhanced support on terms to be agreed.
14.2     Unless we agree otherwise, we have no obligation to provide any services or products to you in relation to a Product or Service, other than the support set out in clause 14.1.
14.3     Where we agree to provide you with Services, we will use reasonable skill and care to deliver those Services.

15.        FORCE MAJEURE
15.1     If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by reasons of Force Majeure, and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event.  The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.

16.        DISPUTE RESOLUTION
16.1     The parties agree to use best endeavours to resolve in good faith any dispute concerning this Agreement.
16.2     If a dispute arises between the parties that cannot be resolved promptly, either party may notify the other party of a formal dispute.  Each party must nominate a senior executive to meet within 7 days of the notice (or another agreed period) to try and resolve the dispute.
16.3     Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.
17.        TAXES
17.1     Subject to clauses 17.3 and 17.4, you must pay all Taxes in connection with the Products and Services.
17.2     Terms used in this clause 17 that are defined in A New Tax System (Goods and Services Tax) 1999 (Cth) take their meaning from that Act.
17.3     Where GST is imposed on a taxable supply made in connection with this Agreement and the recipient of that supply receives a tax invoice for that supply, the recipient must pay the GST to the supplier (without deduction or set-off) by the tax invoice due date.
17.4     If one party is required to indemnify or reimburse another party (Payee) for any cost, loss or expense, the indemnity or reimbursement payable does not include any amount for which the Payee (or an entity grouped with the payee for GST purposes) is entitled to an input tax credit, but will be increased in accordance with clause 17.3 if the amount payable is consideration for a taxable supply.

18.        NOTICES
18.1     All notices and consents must be in writing and in English, and must be sent or delivered to the addresses, email addresses or fax numbers for notices specified in this Agreement, or otherwise notified by one party to the other from time to time.  The parties agree that any notice of termination or breach sent by email is void and is deemed not to have been issued.

19.        GENERAL
19.1     You accept that features, functions, units of measurement and terminology may differ between countries and features designed for one geographical territory or country may not suit or be available to other countries.
19.2     On our request, you must allow us or a third party nominated by us (each an Auditor) to access during business hours Your records and any premises, systems, equipment, personnel and information relating to this Agreement in order to audit your compliance with this Agreement.
19.3     Subject to clause 1.4, this Agreement may only be amended or varied by written agreement between the parties.
19.4     This Agreement is not intended to create a relationship between the parties of partnership, joint venture, agency or employer-employee.  Each party has no authority to create, assume or otherwise enter into any agreement that imposes rights or obligations on the part of the other party.
19.5     We may engage subcontractors to provide any part of the Products or Services.
19.6     You may not assign any rights or benefits under this Agreement without our prior written consent which must not be unreasonably delayed or withheld. We may freely assign our rights and benefits under this Agreement without your consent.
19.7     If any provision (or part of it) of the Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid.  If a provision (or part of it) of this Agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from this Agreement and the remaining provisions (and remaining part of the provision) of the Agreement are valid and enforceable.
19.8     This Agreement supersedes all prior undertakings, arrangements and agreements and constitutes the entire agreement between the parties in relation to the subject matter of this Agreement.
19.9     This Agreement is governed by the laws of New South Wales.  Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts operating in New South Wales. The terms of any Additional Terms and Additional Agreements may be subject to separate governing laws and jurisdictions.

20.        DEFINITIONS AND INTERPRETATION
In this Agreement:

Additional Agreement means any additional agreement indicated in the Order Form.

Additional Terms means the additional terms indicated in the Order Form.

Agreement means your agreement with us, as described in clause 1.2.

Business Day means a day which is not a Saturday, Sunday public or bank holiday in New South Wales.

Consequential Loss means consequential, indirect or special loss and any loss of actual or anticipated profits, loss of data, loss of use, loss arising from loss of use, loss of revenue, loss of opportunity or customer, loss of goodwill and loss of reputation.

Digital Message means a digital channel communication and the following are each individual Digital Messages:

(a)         Electronic Mail – a single email message and associated attachments;
(b)         Short message service – a single maximum 160 character SMS text message; and
(c)         Social Post – a single social message and associated attachments.
Fees means the fees for the Products and/or Services specified in the Order Form.

Force Majeure includes, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders of acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages.  An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

GDPR means Regulation (EU) 2016/679 (General Data Protection Regulation).

Initial Subscription Period means the period described as such in the Order Form.

Insolvency Event means any of the following events or any analogous event in which a party:

(a)         disposes of the whole or any part of its assets, operations or business other than in the ordinary course of business;
(b)         ceases, or threatens to cease, carrying on business;
(c)          is unable to pay its debts as they fall due;
(d)         makes or commences negotiations with a view to making, a general re-scheduling of its indebtedness, a general assignment, scheme of arrangement or composition with its creditors;
(e)         takes any corporate action or any steps are taken or legal proceedings are started for:
(f)          its winding-up, dissolution, liquidation, or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by the other party (which approval will not be unreasonably withheld); or
(ii)         the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of it or of any of its revenues and assets; or
(i)          seeks protection or is granted protection from its creditors, under any applicable legislation;
(g)          makes a statement, or conducts itself in a manner, from which it may reasonably be deduced that the party is insolvent;
(h)         is seeking, or makes a statement, or conducts itself in a manner, from which it may reasonably be deduced that the party is seeking, to take advantage of the safe harbour against insolvent trading available under Division 3, Part 5.7B of the Corporations Act 2001 (Cth); or
(i)          stops or suspends payment of all or a class of its debts, or threatens to stop or suspend payment of all or a class of its debts.

Intellectual Property Rights means any and all intellectual and industrial protection rights throughout the world including copyright (past, present and future copyrights and rights in the nature of or analogous to copyright), inventions, patents, designs (whether registrable or not), registered and unregistered trademarks, know-how and circuit layout designs.

Material has the meaning given in clause 6.1.

Order Form means an agreed order form substantially in the form provided by us from time to time.

Personal Information has the meaning given to it in the Privacy Act 1988 (Cth) and has the meaning given to ‘personal data’ in the GDPR (to the extent GDPR applies).

Personnel of a party means any employee, servant, contractor, subcontractor and agent of that party.

Privacy Laws means:

(a)         the Privacy Act 1988 (Cth);
(b)         any legislation (to the extent that such legislation applies to us or you or any other recipient of Personal Information in connection with performance of this Agreement) from time to time in force in any:
(i)          Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); or
(ii)         non-Australian jurisdiction (to the extent that we, you or any Personal Information is subject to the laws of that jurisdiction),
affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data; and
(c)         any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments having the force of law, made or issued thereunder, as amended from time to time.
Products means the products set out in the Order Form.

Relevant Supplier means the relevant third party supplier of a Product as indicated in the Order Form.

Service means the service set out in the Order Form (and, where relevant, a statement of work).

SOW has the meaning given in clause 1.3.

Subscription Extension Period means, for a Product, a period equal to the Initial Subscription Period.

Subscription Start Date means the date set out as such for a Product in the Order Form.

Subscription Term has the meaning given in clause 11.2.

Taxes means any tax, rate, levy, duty or impost and any interest, penalty, expense or fine in connection with any of them including but not limited to any tax in relation to sales, use, property, value added, goods and Products, turnover, stamp duty, interest equalisation, business, occupation, excise, income, profits or receipts;

Your Data means all electronic data or information submitted by you using the Products and Services or otherwise provided to us or interpreted by one of the various components comprising a Product or Service.

20.2     Interpretation:
In this Agreement, unless expressed to the contrary:

(a)         words in the singular include the plural and vice versa;
(b)         a reference to any legislation includes subordinate legislation and all amendments, consolidations or replacements from time to time;
(c)         “includes” and similar words mean includes without limitation;
(d)         a reference to a party includes the party’s legal personal representatives, successors, assigns and persons substituted by novation; and
(e)         a reference to this or any other agreement includes the agreement, all schedules and annexures as novated, amended or replaced and despite any change in the identity of the parties.