Sales Agreement - Terms and Conditions
     

Background

  1. The NEXL SaaS Services aim to assist lawyers and law firms connect with new and existing partners, and manage referred matters, including the option to invoice for referred matters through the SaaS Services.
  2. You have requested to receive the NEXL SaaS Services.
  3. We have agreed to provide the NEXL SaaS Services to you in accordance with the terms of this Agreement.
  1. Parties and agreement
  1. This Agreement is between you, the person or entity using the SaaS Services and named in the Order Form (you or your) and NEXL Pty Ltd ACN 629 542 043, its successors and assignees (we, us or our), each a Party and collectively the Parties.
  2. This Agreement forms the agreement under which we agree to provide you with the SaaS Services. Please read this Agreement carefully. If you have any questions, please contact us using the contact details before accepting this Agreement and accessing the SaaS Services.
  1. SaaS Services
  1. You have requested the SaaS Services. We will supply the SaaS Services to you as set out in this Agreement.
  1. Acceptance
  1. You accept this Agreement by signing and returning to us a signed copy of an Order Form.
  2. By accepting this Agreement, you warrant to us that:
  1. you have reviewed this Agreement, including our privacy policy, available on the Site and you understand them and will use the SaaS Services in accordance with them;
  2. you have the legal capacity to enter into a legally binding agreement;
  3. you have the authority to act on behalf of any person or entity for whom you are using the SaaS Services and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the SaaS Services; and
  4. you have all hardware, software and services which are necessary to access and use the SaaS Services.
  1. Term
  1. This Agreement commences on the date on which you accept this Agreement in accordance with clause 3.1 (Commencement Date) and continues:
  1. if it is indicated in your Order Form as a Fixed Term Licence:
  1. for the Term as set out in your Order Form; or
  2. for the Initial Term and may renew, for successive Renewal Terms. The first Renewal Term, or all Renewal Terms, may be subject to a Trigger Event, as set out in your Order Form (if applicable); or
  1. if it is indicated in your Order Form as a Month to Month Licence, until the date on which your Account and this Agreement is terminated in accordance with the terms of this Agreement, (the Agreement Term).
  1. A Fixed Term Licence with only a set Term, may be extended if it is mutually agreed in writing and signed by the Parties prior to the expiration of the then current Fixed Term Licence Term. This will extend the current Agreement Term as specified in accordance with the terms of the agreed extension, unless terminated earlier in accordance with the terms of this Agreement or the terms of the extension.
  1. Acknowledgements and disclaimers
  1. You understand and agree that we only make available the SaaS Services, assist users to find each other, assist users to form contracts for the supply of legal services and assist with providing an invoicing functionality for use between users.
  2. We are not party to any agreement entered into between any users and we have no control over the conduct of any users of the SaaS Services or over the supply of any legal services.
  3. If you are using the SaaS Services as a user wishing to connect with another user or provide legal services to another user, you acknowledge and agree that:
  1. certain Customer Data and Confidential Information will be disclosed to other users of the SaaS Services in order for us to supply the SaaS Services; and
  2. there is no guarantee that you will receive work as a result of the SaaS Services.
  1. If you are using the SaaS Services as a user wishing to refer to and evaluate legal services from other users, you acknowledge and agree that:
  1. certain Customer Data and Confidential Information will be disclosed to other users of the SaaS Services in order for us to supply the SaaS Services;
  2. the information presented in the SaaS Services is a guide only; and
  3. you should not rely solely on the SaaS Services to determine if a lawyer, law firm or legal service is right for you.
  1. Accounts
  1. We may create an account for you (Account), in order for you and your Authorised Users to access and use the SaaS Services.  You must ensure that any information you provide to us, or we request from you as part of the creation process is complete and accurate. We may use publicly available information to assist in creating your account.
  2. You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account as set out in this Agreement.  If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account in a form acceptable to us.
  3. It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including activity by Authorised Users and for ensuring that any activities on your Account comply with this Agreement.
  4. We are not responsible for the management or administration of your Account or your Authorised Users.
  1. Licence and restrictions on use
  1. Subject to the payment of any applicable Fees, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the SaaS Services for the Agreement Term (Licence).
  2. You must not (and must ensure your Authorised Users do not) access or use the SaaS Services except as permitted by the Licence and you must not permit any other person to use the SaaS Services in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property rights, including to;
  1. use the SaaS Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
  2. use the SaaS Services in any way that damages, interferes with or interrupts the supply of the SaaS Services;
  3. introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;
  4. reveal your Account’s password to others or allow others to use your Account (other than Authorised Users);
  5. carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
  6. use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the SaaS Services;
  7. if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); or
  8. circumvent user authentication or security of any of our networks, accounts or hosts or those of our users.
  1. For us to provide the SaaS Services to you, you must promptly obtain and provide to us any required licences, approvals or consents necessary for our performance of the SaaS Services.
  1. Authorised Users
  1. You agree that the Licence permits you to access and use the SaaS Services in accordance with the number of Authorised Users, as set out in the Order Form (if applicable).
  2. Where a limit applies to number of permitted Authorised Users, solely for the purpose of calulating this number of Authorised Users, this is to be calculated only based on the number of legal professionals which are your Authorised Users (this calculation does not include Authorised Users who are administration staff).
  3. You may, at any time increase the number of Authorised Users by requesting an increase by email and we will quote and after your acceptance, apply new fees, which will be applicable as of the agreed effective date of the increase of the number of Authorised Users.
  1. Third Parties
  1. You acknowledge and agree that:
  1. the provision of the SaaS Services may be contingent on, or impacted by, third parties, other users’ use of our services, suppliers, other subcontractors (Third Party Inputs); and  
  2. despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of this Agreement or Law, if such default or breach was caused or contributed to by any Third Party Inputs.
  1. You acknowledge that the SaaS Services include certain optional functionality that may interface or interoperate with third party software or services.
  2. To the extent that you choose to use such functionality and they are not a part of the SaaS Services, you are responsible for:
  1. the purchase of;
  2. the requirements; and
  3. the licensing obligations,

related to the applicable third party software and services.

  1. It is your responsibility to ensure these requirements are met in order for you to benefit from the specific functionality made available to you.
  1.    Support Services

During the Agreement Term, we will provide you with technical support services for the

SaaS Services during Business Hours and on Business Days, via email and/or telephone,

or as otherwise agreed between the Parties.

  1.   Privacy
  1. You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Customer Data.
  2. You must and must ensure that your Personnel and Authorised Users comply with the requirements of the Privacy Act (as if you are an “APP entity” as defined in the Privacy Act) and any other privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement.
  1.   Fees and payment
  1. You must pay us any Fees payable and any other amounts payable to us under this Agreement in accordance with the payment terms set out in the Order Form (Payment Terms). If any payment is due and has not been made in accordance with the Payment Terms, we may (in our absolute discretion):
  1. immediately cease or suspend the provision of the SaaS Services, and recover as a debt due and immediately payable from you any additional costs of doing so;
  2. charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 5% per month, calculated daily and compounding monthly, on any such amounts unpaid after the due date; and
  3. engage debt collection services and/or commence legal proceedings in relation to any such amounts.
  1. If you rectify such non-payment after the SaaS Services have been suspended, then we will recommence the provision of the SaaS Services as soon as reasonably practicable.
  2. Any Fees paid are non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Licence (or part thereof).
  3. You may upgrade or downgrade the SaaS Services tier you are receiving at any time using the in-Account functionality or by providing notice to us via email. Where you provide no less than 7 Business Days’ notice prior to your next billing cycle, we will use reasonable efforts to implement your upgrade or downgrade for your next billing cycle, including any adjustment to the Fees.
  4. The Fees are subject to change upon 60 days’ notice from us to you and will apply to the next billing cycle after the notice period. Such notice may be provided at any time by email or a notification to your Account. If you do not agree to the any fee change, you may terminate this Agreement in accordance with clause 16.
  1.   GST
  1. The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  2. If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
  3. If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
  4. If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
  1.    Intellectual Property Rights
  1. All Intellectual Property in the Software, SaaS Services and all Intellectual Property developed, adapted, modified or created by us or our Personnel (including in connection with this Agreement, the Software and the SaaS Services and any machine learning algorithms or their output from the SaaS Services) is and will remain owned exclusively by us or our third party service providers.
  2. You must not whether directly or indirectly, without our prior written consent:
  1. copy or use, in whole or in part, any of our Intellectual Property;
  2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
  3. reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services;
  4. attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the SaaS Services, the data or documentation;
  5. breach any Intellectual Property Rights connected with the Software or the SaaS Services, including altering or modifying any of our Intellectual Property;
  6. cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
  7. resell, assign, transfer, distribute or make available the SaaS Services to third parties;
  8. “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network; and
  9. alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the SaaS Services or Software.
  1. Despite anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the SaaS Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
  1. does not contain identifying information; and
  2. is not compiled using a sample size small enough to make the underlying Customer Data identifiable.
  1. We and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.
  1. You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Customer Data during the Agreement Term and for a reasonable period after the Agreement Term to:
  1. supply the SaaS Services to you (including to enable you, your Authorised Users and your Personnel to access and use the SaaS Services);
  2. diagnose problems with the SaaS Services;
  3. enhance and otherwise modify the SaaS Services; and
  4. develop other services, provided we de-identify the Customer Data,

as reasonably required to perform our obligations under this Agreement.

  1. You must, at all times, ensure the integrity of the Customer Data and that your use of the Customer Data is compliant with all Laws.
  2. You represent and warrant that:  
  1. you have obtained all necessary rights, releases and permissions to provide all your Customer Data to us and to grant the rights granted to us in this Agreement;
  2. the Customer Data is accurate and complete;
  3. the Customer Data (and its transfer to and use by us as authorised by you) under this Agreement does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity; and
  4. any use, collection and disclosure authorised in this Agreement is not inconsistent with the terms of any applicable privacy policies.
  1. We assume no responsibility or Liability for the Customer Data. You are solely responsible for the Customer Data and the consequences of using, disclosing, storing or transmitting it.
  2. You acknowledge and agree that the operation of the SaaS Services is reliant on the accuracy of the Customer Data, and the provision of inaccurate or incomplete Customer Data by you may affect the use, output and operation of the SaaS Services.
  1.    Liability
  1. Despite anything to the contrary, to the maximum extent permitted by law:
  1. our maximum aggregate Liability arising from or in connection with this Agreement (including the SaaS Services or the subject matter of this Agreement) will be limited to, and must not exceed in the aggregate for all claims, the total amount of Fees you paid to us in the 12 month period directly preceding the date on which such Liability arose; and
  2. we will not be liable to you for any Consequential Loss,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

  1. Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:
  1. loss of, or damage to, any property or any injury to or loss to any person;
  2. failure or delay in providing the SaaS Services;
  3. breach of this Agreement or any Laws; or
  4. the Computing Environment,
  1. where caused or contributed to by any:
  1. Force Majeure Event;
  2. a fault, defect, error or omission in the Computing Environment or Customer Data; or
  3. act or omission by you, your related parties, Authorised Users, Personnel or any third party (including customers, end users, suppliers, providers or subcontractors),

and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the SaaS Services.  

  1. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection Laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL.  Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in this Agreement.
  2. You acknowledge and agree that:
  1. you are responsible for all users using the SaaS Services, including your Personnel and your Authorised Users; and
  2. you use the SaaS Services and any associated programs and files at your own risk;
  3. the technical processing and transmission of the SaaS Services, including Customer Data, may be transferred unencrypted and involves:
  1. transmissions over various networks; and
  2. changes to conform and adapt to technical requirements of connecting networks or devices;
  1. we may use third party service providers to host the SaaS Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
  2. the SaaS Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
  3. we do not guarantee that any file or program available for download and/or execution from or via the SaaS Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
  4. we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, your Authorised Users or your Personnel; and
  5. we may pursue any available equitable or other remedy against you if you breach any provision of this Agreement.
  1.    Termination
  1. The Parties may terminate this Agreement at any time by a mutually signed agreement.
  2. Where you are on a Month to Month Licence you may terminate this Agreement with no less than 30 days’ written notice to us. Where you provide this notice to us, your Month to Month Licence will renew for one further monthly billing cycle and the termination will become effective following the last day of that renewed monthly billing cycle.
  3. Where you are on a Fixed Term Licence with an Initial Term and Renewal Term, you may indicate that you do not wish to commence an initial (or further) Renewal Term by providing no less than 30 days’ written notice to us prior to the end of the then current Initial Term or Renewal Term. If you indicate this to us, you must promptly pay us the fees for the remaining term.
  4. To the extent permitted by law, either Party may terminate this Agreement, if the other Party:
  1. has breached a material term of this Agreement and has failed to remedy such breach within 10 Business Days of receiving notice to do so, subject to any other express right of termination;
  2. ceases operation without a successor; or
  3. is subject to an Insolvency Event.
  1. We may terminate this Agreement by providing you with 5 Business Days’ notice, in our sole discretion, if you fail to pay any amounts owing to us within 30 days of the due date.
  2. On termination of this Agreement:
  1. you must cease using the SaaS Services and we will cease to provide the SaaS Services;
  2. you agree that any payments made are not refundable;
  3. you must pay for all SaaS Services provided under this Agreement including SaaS Services which have been performed and have not yet been paid by you, and all other amounts due and payable under this Agreement, including under an indemnity, within 7 Business Days of termination;
  4. you must promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property unless you are required by Law or regulatory requirements to retain such information;
  5. we must promptly return (where possible) or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property unless we are required by Law or regulatory requirements to retain such information; and
  6. for the avoidance of doubt, any provisions of this Agreement that by their nature survive the termination of this Agreement will remain in force after the Agreement Term.
  1. You must, within 1 month of the date of termination or expiry of this Agreement, copy all Customer Data and we will allow you access to the SaaS Services during this time solely for that purpose. After this time, we will be entitled to permanently delete all Customer Data.
  2. On termination of this Agreement, we may offer to provide you with disengagement support services at our then current rates, and such disengagement support services must be agreed in writing by the Parties.
  3. The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.
  1.    General Warranties
  1. We warrant and agree that:
  1. we are properly constituted and have the right and authority to enter into this Agreement;
  2. we will provide the SaaS Services in accordance with all applicable Laws; and
  3. we will use reasonable effort to ensure all of our obligations under this Agreement will be carried out:
  1. by suitably competent and trained Personnel; and
  2. in an efficient and professional manner.
  1. You warrant and agree that:
  1. there are no legal restrictions preventing you from entering into this Agreement;  
  2. you are not subject to an Insolvency Event;
  3. you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the SaaS Services and as otherwise requested by us, from time to time, and in a timely manner;  
  4. all information and documentation that you provides to us in connection with this Agreement is true, correct and complete and that we will rely on such information and documentation in order to provide the SaaS Services;
  5. you will inform us if you have reasonable concerns relating to our provision of the SaaS Services under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
  6. you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the SaaS Services to be provided in accordance with this Agreement, at your cost, and for providing us with the necessary consents, licences, authorities and permissions, and in a timely manner;
  7. if applicable, you hold a valid ABN which has been advised to us; and
  8. if applicable, you are registered for GST purposes.
  1.    Confidential Information
  1. Each Party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other Party (Discloser) except:
  1. where permitted by this Agreement;
  2. with the prior written consent of the Discloser;
  3. where the Confidential Information is received from a third party, except where there has been a breach of confidence;
  4. on a confidential, “needs to know” basis to the Recipient’s Personnel, auditors, insurers, agents and professional advisors, provided they have been notified of this obligation of confidence; or
  5. where the Recipient is compelled to do so by Law, provided that it gives the other Party written notice prior to disclosure.
  1. The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Agreement.
  1.    General
  1. We may modify the terms and conditions of this Agreement from time to time, with notice given to you by email, through the Software or through our website.  Together with notice, we will specify the effective date of the modifications. Any modifications of this Agreement sought by you may only be amended by a written instrument executed by both Parties.
  2. You may not assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without our prior written consent. Any purported dealing in breach of this clause is of no force or effect. We will seek your consent if we wish to assign, transfer or otherwise deal with all or any of our rights or obligations under this Agreement. You must not unreasonably withhold your consent.
  3. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
  4. This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
  5. The SaaS Services will be provided to you on a non-exclusive basis.
  6. We reserves the right at any time and from time to time to change or remove features of the SaaS Services provided that, where there is any material negative alteration to the functionality of the SaaS Services in accordance with this clause, we will provide you with 20 Business Days’ notice and you may terminate this Agreement by written notice without Liability to us.
  7. The SaaS Services may be accessed in Australia and overseas. We make no representation that the SaaS Services comply with the Laws (including Intellectual Property Laws) of any country outside of Australia. If you access the SaaS Services from outside Australia, you do so at your own risk and your are responsible for complying with the Laws in the place you access the SaaS Services.
  8. We may use advertising or publicly announce that we have undertaken work for you, including in website testimonials and in our marketing material. We will promptly stop doing so upon your request sent to the email address on the Order Form.
  9. We may engage subcontractors to perform the SaaS Services on our behalf.  Despite this, we will remain responsibile for all of our obligations under this Agreement.
  10. Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.
  11. If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
  12. This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
  1.    Definitions

Agreement means these terms and conditions, the Order Form and all schedules, annexures and attachments included, or referred to, in this agreement.

Authorised Users means a user permitted to access and use the SaaS Services under your Account;

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

Business Hours means 9am to 5pm on a Business Day;

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;

Confidential Information includes confidential information about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential” but does not include any information which is in the public domain other than through a breach of confidence. Our Confidential Information includes our Intellectual Property. Your Confidential Information includes the Customer Data;

Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise);

Customer Data means the information, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel or Authorised Users into the Software or stored by the SaaS Services or generated by the SaaS Services as a result of your use of the SaaS Services;

Fees means the fees set out in the Order Form;

Fixed Term Licence means a Licence to access and use the SaaS Services which begins on the Commencement Date continues in accordance with the Term, or the Initial Term, and any Renewal Term or Trigger Event set out in the Order Form;

Force Majeure Event means an event which is beyond a Party’s reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, and strike by employees of a third person;

Initial Term means the initial period for any Fixed Term Licence with an initial term, as set out in the Order Form (if applicable);

Insolvency Event means the occurrence of any one or more of the following events in relation to either Party:

  1. it is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable Laws;
  2. an application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
  3. an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the Laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
  4. a controller is appointed in respect of any of its property;
  5. it is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;
  6. a distress, attachment or execution is levied or becomes enforceable against it or any of its property;
  7. it enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
  8. a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of it or its property;
  9. a petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself; or
  10. anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the relevant Party;

Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names. Our Intellectual Property includes the Software;

Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory and includes the Privacy Act and the Spam Act 2003 (Cth);

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise;

Matter means the the use of the SaaS Services to instruct another user to assist in the provision of your services, and includes the functionality to colaborate on the matter via a a dashbaord and to quote and invoice for the matter via the SaaS Services;

Month to Month Licence means a Licence to access and use the SaaS Services which begins on the Commencement Date and automatically renews on a monthly basis;

Order Form means the order form/quote attached to these terms and conditions;

Payment Terms means the payment terms set out in the Order Form;

Personal Information is defined in the Privacy Act and also includes any similar term as defined in any other privacy law applicable to you;

Personnel means, in relation to a Party, the officers, employees, contractors, sub-contractors and agents of that Party;

Privacy Act means the Privacy Act 1988 (Cth);

Renewal Term means any renewal period for any Fixed Term Licence with a renewal term, as set out in the Order Form (if applicable);

SaaS Services means our NEXL software as a service product as described in the Order Form and on the Site;

Site means the website located at https://nexl.io/, and may be available through other addresses and channels;

Software means the software used to provide any of the SaaS Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties;

System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;

Term means the fixed term for any Fixed Term Licence, where there is no automatic renewal, as set out in the Order Form; and 

Trigger Event means any event required to cause one or more Renewal Terms to come into effect, and as set out in the Order Form (if applicable).

 
  1.    Interpretation

In this Agreement, unless the context otherwise requires:  

  1. the singular includes the plural and vice versa;
  2. headings are for convenience only and do not affect interpretation;
  3. a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
  4. if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
  5. the word “month” means calendar month and the word “year” means 12 months;
  6. the words “in writing” include any communication sent by letter or email or any other form of communication capable of being read by the recipient;
  7. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
  8. the word “includes”, and other similar words mean “includes without limitation”;
  9. a reference to $ or dollars refers to the currency of Australia from time to time; and
  10. no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it.