USER AND ACCOUNT TERMS AND CONDITIONS
1.2. The Software provides an easy way for you, or your Authorised Users and Invitees (together, “you” or “your”), to view your financial information, and to communicate this to internal and external stakeholders (e.g. personnel within your organisation or third party financial institutions). Our Services to you include providing access to the Platform and Software in order to assist you in viewing, considering and communicating your financial information.
1.3. By using the Software, you agree and acknowledge that you have read these Terms. You are deemed to have agreed to, and accepted, these Terms on behalf of any entity for who you use the Software, whether as an Authorised User, Invitee or otherwise.
2.1. In these Terms, the following expressions have the following meanings, unless otherwise stated:
“Agtuary IP” is defined in clause 9.1;
“Authorised User” means those of your employees, agents and contractors or Invitees who are authorised by you to use the Software, and subscribe to use the Software via the Site, including without limitation any accountant or financial support service providers that set up an account on behalf of their clients;
“Business Data” means information provided by you to us for the purposes of being provided our Services, and including without limitation for use and input into our Software, which may include (but is not limited to) the following types of data:
(a) General business information, including but not limited to:
(i) ABN and registration information;
(ii) Information about corporate structure and ownership;
(iii) Information regarding office holders and key stakeholders in the business;
(iv) Contact information for the business and key personnel;
(v) Commercial information (including without limitation the content of documents prepared by, or put in place with, third parties);
(b) Financial information, including but not limited to:
(i) Revenue history
(ii) Current revenue streams & forecasts
(iii) P&L information
(iv) Details of assets & asset sales
(v) Financial projections
(vi) Current loans & liabilities
“Business Day” means a day other than a weekend or public or bank holiday in Victoria, Australia;
“Commencement Date” means the date that you register to use the Software;
“Customer Data” has the meaning in clause 9.4, and includes without limitation any Registration Data or Business Data;
“Developed IP” is defined in clause 9.2;
“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
“Invitee” means a person that you invite to use the Software in accordance with clause 3.3, who may also be considered an Authorised User;
“Platform” means the platform currently hosted on the website located at the Site or any other website, platform, or application nominated by us from time to time, and any associated services, software, networks or processes.
“Privacy Laws” means the Privacy Act 1988 (Cth), and any other applicable Australian privacy legislation;
“Registration Data” means information provided by you to us for the purposes of your registration to access certain sections of the Software, Services, Platform or Site including, but not limited to, your name, date of birth, gender and contact details;
“Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);
“Services”refers to making the Software, Platform and Site available and any associated services we provide pursuant to these Terms;
“Site” means https://agtuary.comor any other Site operated by us;
“Software” means the software we provide on the Platform, which provides a digital platform/web app that assist Australian farmers view and consider their finances, and also facilitate communications of this information to internal and external stakeholders, and which includes any associated software, technology, code and all Intellectual Property Rights contained therein, as located on the Site;
“Subscription” means an active subscription in respect of which you pay the Subscription Fee for access to the Software or Services on the basis of a Subscription Cycle, or as otherwise agreed between us time to time;
“Subscription Cycle” means each billing cycle as determined by you, which may be one (1) month or one (1) year in length unless we communicate a different time period to you in writing at the time of sign up;
“Subscription Fee” means the charges charged every Subscription Cycle as set out at https://agtuary.com/pricing, or otherwise at accessible via the Platform or Site, and which may be updated or amended by us from time to time;
“Terms” means these terms and conditions, under which we provide access to the Services, Platform and Software, as amended by us from time to time;
“you” or “your” means the person or entity that accesses, or has registered to use the Platform or Software, including without limitation any Authorised Users, or Invitees (as applicable).
3. Accounts and Authorised Users
3.1. To access all our Services, you must register for an account in accordance with clause 3.2 below. To be clear, either you or an Authorised User must register an account on your behalf, and any conditions set out in this clause 3 and these Terms will apply to the primary beneficiary of the account, any Authorised Users and any Invitees (as defined below). An unregistered user may still:
(a) access the Site;
(b) contact us;
(c) register for an account;
(d) be considered an Invitee in accordance with clause 3.3 below.
3.2. If you register for an account in accordance with clause 4.3 and your registration is accepted by us, you will have access to all the Services and will be able to:
(a) receive notifications when you log into the Platform or Site and your Customer Data has been updated;
(b) upload and download files;
(c) automatically fill in loan application documents;
(d) pay your Subscription Fee;
(e) invite other users to access your Customer Data;
(f) view Authorised Users and Invitees who have access to your Customer Data and modify their access permissions; and
(g) update your Customer Data.
3.3. You determine who may use the Software, Services and Platform as an Authorised User, as well as any unregistered users who may also be invited to access the Software, Services and Platform in connection with your account (“Invitee”). to access the in respect of your Business Data. You may adjust the degree to which an Authorised User or Invitee can access your Customer Data, the Platform, the Software or Services.
3.4. After an Invitee has subscribed to use the Software via the Site, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable).
3.5. You are solely responsible for each Authorised Users use of the Software and compliance with these Terms.
4. Accessing the Software
4.1. You must be 18 years of age or older to create an account, or access the Software, Services or Platform.
4.2. You are responsible for creating and maintaining your account.
4.3. To access certain parts of the Software, Services or Platform, you must register with us by providing us with Registration Data as requested. You may not use one email address to register for multiple accounts.
4.5. You agree that you have sole responsibility for any activity that occurs on your account, include without limitation any activity of Invitees. You must keep your account details accurate, up to date, and secure your password as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or account.
4.6. We reserve the right to decline your registration request if you do not pass our verification process.
4.7. You must ensure that your access to, and use of, the Software, Services or Platform is not illegal or otherwise prohibited by laws that apply in your jurisdiction.
4.8. We may, in our absolute discretion, terminate, suspend or delete your account or restrict your access to the Software, Services or Platform for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of these Terms. If we do this, you may be prevented from accessing your account details or other content contained in your account. We will not be liable to you or any third party for doing so.
5. Use of the Software
5.1. You will not:
(a) modify the Software or merge any aspect of the Software with another programme other than as expressly provided under these Terms;
(b) record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software;
(c) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software;
(d) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
(e) access, store, distribute or transmit:
(i) viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software;
(ii) material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
(iii) material that facilitates illegal activity; or
(iv) material that abuses or causes damage or injury to any person or property;
(f) provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Software;
(g) share any features of the Software that are not publicly available with any unauthorised third party; and
(h) engage in any conduct on the Software that is in breach of these Terms (or any agreements mentioned therein).
5.2. You may ask us to export any Customer Data that is processed by the Software or Platform in providing the Services. In this event we will:
(b) provide a list of email addresses of Authorised Users and Invitees that may currently access to your data; and
5.3. All rights granted to you under these Terms must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software.
5.4. Any breach of this clause 5 constitutes a breach of these Terms and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software, and/or take further actions against you for breach of these Terms.
5.5. Any unique customisation of the Software may incur additional Subscription Fee and be subject to separate terms and conditions. You can find more information regarding unique customisation by contacting us at: firstname.lastname@example.org.
6. Your obligations
6.1. While using the Software, Services, Platform or you must not:
(a) misuse any part of the Software of Platform by introducing viruses, trojans or other material that is malicious or technologically harmful;
(b) attempt to gain unauthorised access to any part of the Software or Platform, the server on which the Software or Platform is stored or any server, computer or database connected to the Platform;
(c) engage in any activity that interferes with or disrupts the Software, Services or Platform;
(d) attempt to circumvent, disable or otherwise interfere with any security-related features of the Software, Services or Platform or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform;
(e) engage in any abusive, derogatory, threatening, harmful, vulgar, profane, obscene, violent or ethically objectionable behaviour;
(f)advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap; or
(g) breach any other person’s personal information, privacy or publicity rights, or breach a duty or obligation of confidence.
6.2. You acknowledge that our ability to be able to provide the Software, Services or Platform to you without delay or interruption is dependent on your full and timely cooperation. You will:
(a) co-operate with and assist us in the supply of the Software, Services or Platform ;
(b) promptly provide us with full and accurate information, data and explanations as and when required, including without limitation with respect to Customer Data;
(c) comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under these Terms;
(d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
(e) comply with all reasonable directions and guidelines from us as advised from time to time.
6.3. You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Software or Services, to you.
6.4. We may contact you by email or provide you with information by posting notices on the Platform or Site. It is your responsibility to ensure that you have correct contact details registered with us, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence.
6.5. It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.
6.6. You agree and acknowledge that you and authorised to use the Software and the Site and access the Customer Data (as applicable) that you may enter into, or connect with, the Software or the Site, from time-to-time.
6.7. The Software, Services, Platform or Site may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Platform, or external websites that advertise our Software, Services or Platform, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties.
6.8. You must take precautions to ensure that when accessing the Software, Services or Platform, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Software, Services or Platform.
6.9. If you fail to comply with these Terms, we may, in our absolute discretion and without liability:
(a) immediately, temporarily or permanently withdraw your right to access and use the Services and the Platform (including deletion of your account);
(b) take any other legal action against you; or
(c) refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.
7.1. You will pay us the Subscription Fee to access and use the Software in accordance with these Terms.
7.2. The Subscription Fee is exclusive of GST and, unless stated otherwise, are in Australian Dollars.
7.3.Unless otherwise specified by us, your Subscription starts on the date you register an account and submit your payment details, and your Subscription Fee will be billed immediately when you provide and confirm your payment information.
7.4. Unless we otherwise communicate a different time period to you at the time you create an account or otherwise, each Subscription Cycle is either one (1) month or one (1) year in length, as selected by you.
7.5. Your Subscription automatically renews each Subscription Cycle and we will automatically bill the Subscription Fee via Stripe, unless your Subscription is cancelled or terminated. In the event your Subscription is cancelled we will cancel all future payments of the Subscription Fee, and you will not be charged for the next Subscription Cycle.
7.6. In the event your Subscription began on a day not contained in a given month, we may bill for the relevant Subscription Cycle on another day in the applicable month as we deem appropriate.
7.7. Subscription Fee will not be changed retrospectively, however all Subscription Fees displayed on or via the Site or Software are subject to change from time to time. Where we adjust the pricing of the Subscription Fee. We will provide at least 30 days’ notice of a price increase before it becomes effective (other than any increases due to legal or tax requirements such as the application of GST) by posting a notification on the Site, sending an email or such other means as we reasonably determine. If you do not cancel your Subscription, you will be deemed to have accepted these new fees.
7.8. You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.
7.9. If payment of the Subscription Fee is not received by any due date, as specified to you via the Software, Services, Platform or on the Site, we will be entitled (without prejudice to any other right or remedy available to us under these Terms or at law) to:
(a) withhold provision of the Software, or suspend your access to any or all of the Software, until payment of the outstanding amount is received by us in full;
(b) terminate these Terms pursuant to clause 15.
7.10. Payment processing services for access to, and use of the, the Software, are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe.
7.11. You will make all payments for the Subscription Fee without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required.
8. Refunds of the Subscription Fees
8.1. Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation (the “Acts”) where to do so is unlawful.
8.2. Without limiting our obligations or your rights under law (including the Australian Consumer Law), the Subscription Fees is non-refundable, unless we specifically communicate otherwise. However, we may (in our absolute discretion) elect to refund the most recent Subscription Fee paid by you in the following circumstances:
(a) if you are cancelling the subscription and requests a refund within:
(i) in the event of a monthly Subscription Cycle, 24 hours of making the first payment for the Subscription Fee; or
(ii) in the event of an annual Subscription Cycle, 7 days of making the first payment for the Subscription Fee;
(b) if your Subscription is cancelled prior to the end of a Subscription Cycle for which you have incurred a charge in error or due to disability or death.
8.3. Notwithstanding our absolute discretion outlined in clause 8.2, we will ordinarily refuse a refund in the event that you or an Authorised User (or Invitee) has used any export functionality of the Platform, Software or Services in respect of your Customer Data or Business Data.
8.4. To the maximum extent permitted by law, we will not provide you with a refund, or exchange or repair the Software, Services or Site.
8.5. Consumer Guarantees cannot be excluded and are in addition to any manufacturer’s warranties or extended warranties purchased or given to you.
9. Intellectual Property and Customer Data
9.1. All rights, title or interest in and to the Software, Services or Platform, and any information or technology that may be provided to, or accessed by, you in connection with your use of the above is owned, and will remain owned, by us or our licensors (“Agtuary IP”). Using the Software does not transfer any ownership or rights, title or interest in and to the Agtuary IP.
9.2. All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software or Services will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Agtuary IP (collectively, the “Developed IP”).
9.3. You must not represent to anyone or in any manner whatsoever that you are the proprietor of any Agtuary IP.
9.5. If you enable any third-party applications in conjunction with the Software, Services or Platform, or you agree to your Customer Data being communicated to third parties through the Platform, you agree that your Customer Data may be accessible by those third-party applications in order for such applications to functions correctly. You will be bound by the terms of such third-party providers regarding the use of your Customer Data and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications.
9.6. You agree that we may refer to you, your business name, publish your logo and/or trade marks (if any) and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. You may revoke this consent at any time by writing to us at email@example.com.
10.1. We will use reasonable endeavours to provide constant, uninterrupted access to the Software, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Software.
10.2. To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Software provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the Software is provided on ‘as is’ basis and that you will make your own investigations into whether or not the is fit for your purposes.
10.3. We make no representations, warranties or guarantees:
(a) that content available on, or produced by or via, the Software is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an ‘as is’ basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or
(b) as to the availability of the Software or that the Software is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.
11. Liability and Exclusions
11.1. You assume sole responsibility for your use of the Software (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.
11.2. We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Software or any actions taken by us at your direction.
11.3. To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of the Software, Services or Platform or on any website linked to these. We recommend you ensure you have up-to-date virus checking software installed.
11.4. To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation to your dealings with any third parties you interact with as a result of accessing our Software, Services, Platform or Site. You should address such complaints directly with those third parties.
11.5. In no event will we be liable to you or any third party for any:
(a) loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
(b) breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;
(c) viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Software; or
(d) loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms.
11.6. Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these Terms, for any one event or a series of related events, will be limited to the total Subscription Fee paid (excluding GST and expenses) by you to access and use the Software in the Subscription Cycle immediately prior to the event(s).
11.7. The parties acknowledge that the limitations of liability contained in this clause 11 are a fair and reasonable allocation of the commercial risk between the parties.
11.8. This clause 11 survives termination or expiry of these Terms.
12.1. To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Software, Services, Platform and Site.
12.2. You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the “Indemnified”) harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:
(a) breach by you of any of your obligations under these Terms;
(b) loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms;
(c) breach of any third party’s Intellectual Property Rights; or
(d) breach by you of any law (including Privacy Laws).
12.3. This clause 12 survives termination or expiry of these Terms.
13.1. Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms, save for such use or disclosure necessary and required to perform their respective obligations under these Terms. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.
13.2. In making disclosure to persons as permitted under this clause 13, the receiving party will ensure that persons receiving the disclosing party’s confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.
13.3. Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.
13.4. Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.
14.1. You must, in connection with these Terms:
(a) ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;
(b) at all times comply with your obligations under applicable Privacy Laws; and
(c) take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.
15. Term and Termination
15.1. These Terms will commence when you create an account through which to access the Software, Platform or Services, or when you otherwise access our Site.
15.2. These Terms will continue in force until they are terminated in accordance with this clause 15.
15.3. You may terminate these Terms without cause at any time by providing us with 14 days written notice.
15.4.In addition to the rights outlined under clause 4.8, we may terminate these Terms, or terminate or suspend your access to the Software, Services, or Platform in our absolute discretion, and without providing notice to you, including without limitation where:
(a) it transpires that you have provided false or misleading information to us, or on the Platform, including without limitation in respect of Registration Data or Business Data;
(b) you fail to pay any fees or charges payable by you on time or at all.
15.5. If your access to the Platform and/or the Services is terminated for any reason, we will be entitled to payment for any outstanding fees or charges properly incurred by us up to the date of termination and any fees or charges incurred during any applicable notice period or otherwise specified in these Terms.
15.6. On termination of the Terms, we will endeavour to delete any Business Data you have provided to us within 14 days.
16. Support Services
16.1. We may, at our absolute discretion, provide you support in relation to your use of the Software or the Site.
16.2. You may access help documents to diagnose any issues that you are facing here. If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us at firstname.lastname@example.org.
16.3. We will endeavour to provide support on Business Days during Business Hours, however this cannot be guaranteed.
17. Situations or events outside our reasonable control
17.1. There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Software as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Software.
18. Linking to the Platform
18.1. You may link to the Software, Services or Platform, provided that you notify us of this, and also establish the link in a way that is fair, legal and does not damage, or take advantage of our reputation or any third parties. You must not establish any link in a way that suggests any form of association, approval or endorsement by us where none exists.
18.2. You must not establish a link to the Software, Services or Platform from any website that is not owned by you (except with the website owner’s express permission).
18.3. The Software, Services or Platform must not be framed on any other website or platform without our written consent.
18.4. We reserve the right to withdraw linking permission under this clause 18 by updating these Terms.
19.1. Any notice required to be given pursuant to these Terms will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms (or to such other address as either party may from time to time notify the other in accordance with this clause).
19.2. A notice given under clause 19.1 will be deemed to have been delivered 24 hours after the email is sent.
20.1. Variations to these Terms will only be effective if in writing and signed by authorised representatives of both parties.
20.2. The provisions of these Terms that are capable of having effect after the termination or expiry of these Terms will remain in full force and effect following the termination or expiry of these Terms.
20.3. You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.
20.4. If either party chooses to waive or ignore a breach of these Terms, this will not prevent that party from taking action in respect of the same type of breach at a future date.
20.5. Nothing in these Terms is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.
20.6. These Terms, and the relationship between the parties contemplated by it, is not intended to be exclusive.
20.7. If any provision of these Terms is held invalid or unenforceable, such provision will be deemed deleted from these Terms and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms will continue in full force and effect.
20.8. These Terms is governed by the laws of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
20.9. These Terms may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.
20.10. These Terms constitutes the entire agreement between the parties in respect of the subject matter of these Terms and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms.