TERMS & CONDITIONS

This Software as a Service Agreement (Agreement) is between iCentra Pty Ltd ABN 629 507 553 (referred to as iCentra) and the entity or individual agreeing to this Agreement (referred to as you or your), collectively referred to as the Parties and each a Party. This Agreement governs the access and use of the iCentra software, products and services (Software) and any related services made available to you (together with the Software referred to as Services). You can access the Services via the websites icentra.com.au and related websites (collectively referred to as Site). The Site and Services contain materials intended for general information purposes only. They do not take into account any user specific or your own personal circumstances, and iCentra does not warrant that such information is comprehensive, complete, accurate or up to date. Information on the Site or otherwise obtained via the Services should not be regarded as substitute for professional legal, financial, tax or real estate advice.

1. ACCEPTANCE

1.1 This Agreement forms a binding legal agreement between you and iCentra. By using the Services, you agree to comply with and be legally bound by the terms of this Agreement. Please read this Agreement carefully. If there are any questions, you should contact iCentra using the contact details at the end of this Agreement.

1.2 You acknowledge and agree to this Agreement by: (i) downloading, accessing or using the Site or Services (as applicable); or (ii) making part or full payment for the Services. If you do not agree to this Agreement, you should cease accessing or using the Website and Services immediately. If you are agreeing to this Agreement on behalf of an entity including but not limited to a company or other organisations, you represent and warrant that you have the power and authority to enter into and bind such organisation and act on behalf of any person who are using the Services (each a User, collectively referred to as Users).

1.3 You agree the Services will only be used by Users who are your employees, contractors or authorised agents acting in the ordinary course of business and directly working for or managed by you. You must ensure that such User using or accessing the Services does so in accordance with this Agreement.

1.4 Some Services may be subject to additional terms. Where applicable, such terms will be displayed prior to use of that Service or otherwise notified to you.

1.5 iCentra reserves the right to make changes to this Agreement at any time, effective upon the posting of modified Agreement. iCentra will endeavour to communicate these changes to Users via email. It is your obligation to ensure that you (and each User where applicable) has read, understood and agree to the most recent Agreement available on the Site.

1.6 Using the Services or Site may be prohibited or restricted in certain countries. If you use the Services outside of Australia, you are responsible for complying with the laws and regulations of the territory from which you access or use the Site or Services.

2. SOFTWARE AND SERVICES

2.1 The Software is the sole and exclusive property of iCentra.

2.2 Users can access and use the Software via the Site on any supporting computer, mobile, tablet or other device (Device) as set out on the iOS or Android App Store (as applicable) and the Site.

2.3 To access the Services, you must: (a) complete iCentra’s registration form as set out on the Site (Registration Form) including company details, contact details and other related information as requested by iCentra (User Information). This personal information collected, used and disclosed by iCentra is set out in the iCentra Privacy Policy; and
(b) subscribe to the Software and Services for a period of time (Subscription) for a period of time (Subscription Period) as set out on the Site or App. The fees for each Subscription Period (Subscription Fee) will vary subject to the functionalities and Services you request as identified in the Registration Form.

2.4 Upon receipt of the completed Registration Form and applicable Subscription Fee, iCentra will create an account (Account) for you or your organisation (as applicable). You are responsible for determining what Services you require, who will be a User of the Services and the User’s access level. You may change the Services required, a User’s access level or revoke their access to the Services at any time for any reason via your Account.

2.5 iCentra may, upon your request and in accordance with the User Information, customise the software to meet your particular needs. It is iCentra’s sole discretion whether or not the Software is customised in accordance with your request. If iCentra agrees to customise the Software for you and subject to the level of customisation, a separate written agreement may be entered into between the Parties outlining the terms and conditions for such customisation.

3. DATA

3.1 Some information or content you submit via the Site or Services (Data) may be stored in servers overseas. Any Data or information of a sensitive nature as determined by iCentra, User Information or related information is stored in servers in Australia. iCentra will take reasonable steps to ensure that the Data and User Information is kept secure and confidential.

3.2 iCentra will not use, disclose or reference any Data or User Information except for support and training purposes in accordance with this Agreement or as required for iCentra to provide the Services.

3.3 You represent and warrant that:
(a) any and all Data you submit (or a User submits) via the Site and Services are your sole and exclusive property; or
(b) you have secured any and all authorisation and rights to use the Data as applicable under the relevant laws.

3.4 You acknowledge and agree that:
(a) any collation, conversion and analysis of Data performed as part of the Services is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data or damage to media that may give rise to loss or damage. iCentra is not liable for any such errors, omission, delays or losses. You acknowledge and agree you are responsible for adopting reasonable measures to limit the impact of such loss or error;
(b) iCentra is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your employee(s), contractor(s) or agent(s) or any User; and (c) you are responsible for complying with all laws and regulations regarding the use and disclosure of Data including but not limited to the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) and any other requirements under Australian law.

4. SECURITY

4.1 iCentra has implemented and will maintain security systems for the transmission of User Information consisting of encryption and “firewall” technologies that are understood in the industry to provide adequate security for the transmission of such information over the Internet. These measures are intended to prevent unauthorised data infiltration or security breaches. iCentra does not guarantee the security of any data or User Information stored on a User’s or your Device.

5. PAYMENT

5.1 You agree to pay to iCentra the Subscription Fees upfront as required to enable you to access and use the Services. Subscription Fees are payable upfront on a monthly or yearly basis as selected by you.

5.2 You will be required to make payment by way of direct debit or credit card. The initial payment will be processed upon receipt of the request for a Subscription. You must make further payments prior to the expiry of your Subscription on the relevant periodic basis.

5.3 You acknowledge and agree that:
(a) to maintain your Subscription and access to the Services, payment to iCentra must be made within 7 days or by the due date indicated on the tax invoice (Invoice) issued by iCentra or as advised by iCentra, in writing, from time to time; and
(b) in circumstances where you have allowed iCentra to automatically direct debit your nominated bank account or credit card, if iCentra or its third party direct debit service provider is unable to process payment, iCentra will attempt to contact you via email as soon as iCentra is aware of the payment failure. Until payment is confirmed, Users’ access to the Services may be suspended until iCentra receives confirmation of payment.

5.4 If you make a payment by credit card, you warrant that the information you provide to us is true and complete, that you are authorised to use the credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your account to cover the purchase price.

5.5 If payment is not made within 40 days of the last payment date, iCentra may prevent each User’s access to the Services without notice to you or the User and you will not be able to access the Services and any information or Data stored on your Account will be deleted and will not be recoverable.

5.6 All amounts are stated in Australian dollars and unless otherwise stated, all amounts are exclusive of GST.
5.7 iCentra’s pricing structure or payment methods may be amended from time to time at its sole discretion.

6. CANCELLATION OF REGISTRATION

6.1 If you would like to cancel your Subscription, you may do so by giving 60 days’ (Notice Period) written notice to iCentra using the contact details below. Your access to your Account and each User’s access to their account and the Services will terminate at the end of the Subscription Period month following the expiry of the Notice Period and you will not be charged any further Subscription Fee to your direct debit or credit card account.

6.2 It is your responsibility to retrieve all relevant Data from your Account prior to expiry of the Notice Period.

6.3 iCentra may terminate this Agreement immediately, in its sole discretion, if:
(a) you breach any of the terms of this Agreement and do not remedy the breach within 7 days after receiving notice of the breach if the breach is capable of being remedied;
(b) iCentra reasonably suspect that you are attempting to reverse engineer the App that is provided to you;
(c) where there is an Insolvency Event;
(d) if you are an individual, you die;
(e) if you, your organisation (including but not limited to your employees, contractors and agents) or an User does not hold the appropriate licences including but not limited to real estate agent licence required to list, advertise or show real estate for sale or lease or otherwise perform the activities permitted by the Site, App and Services;
(f) if your Subscription Fee becomes more than 100 days overdue;
(g) you, your organisation or a User have restrictions placed on your real estate agent licence; or
(h) for any other reason outside of iCentra’s control which has the effect of compromising its ability to provide you with the required App or Services within a required timeframe.

6.4 On termination or completion of the Services, iCentra may retain your User Information, Data and related documents (including copies) as required by law or regularity requirements. Your express or implied agreement to this Agreement constitutes your authority for iCentra to retain or destroy documents in accordance with any applicable statutory periods.

7. REFUND POLICY

iCentra may, subject to your rights under the ACL, provide you with a refund of any Subscription Fee on a case-by-case basis and solely at iCentra’s discretion including if the Site or Services is unavailable in its entirety for more than 3 consecutive business days.

8. USER OBLIGATONS

8.1 You warrant that all information provided to iCentra is true, accurate and complete.

8.2 You acknowledge and agree that you are responsible for how the Users use the Services and that:
(a) each User uses the Services at their own risk;
(b) if there is any unauthorised use of your passwords or any other breach of security, you will immediately notify iCentra of such activity;
(c) the accessibility and reliability of the Services is dependent on the User’s choice of web-browser, internet connection and Device operating system;
(d) it is your responsibility to determine that the Services meet your needs and are suitable for the purposes for which the Services are used;
(e) you are responsible for obtaining any consents, licences, permits and permissions from other parties as required for the Services to be provided, at your cost, and for providing iCentra; and with the necessary consents, licences and permissions;
(f) you will cooperate with iCentra and provide iCentra, as reasonably requested by iCentra from time to time, with information and/or access to your Device or Data as is reasonably necessary to enable iCentra to perform the Services and comply with your requests in a timely manner.

8.3 You acknowledge and agree that each User:
(a) is authorised to use the Services and to access any Data, User Information or other information they input into the Software or provide to iCentra as required for the Services;
(b) holds all applicable licence and registrations as required in their State or Territory to use the Services including but not limited to a current real estate agent licence;
(c) will use the Services for its own lawful internal business purposes, in accordance with this Agreement; and
(d) will keep all usernames and passwords required to access the Services secure and confidential.

8.4 You may use the Services on behalf of third parties or in order to provide services to such third parties and you must ensure that you are authorised to do so and that all persons for whom or to whom you provide such services will comply with and accept all terms of this Agreement that apply to you.

8.5 iCentra is not responsible to any person or entity other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person or entity. If you use the Services on behalf of or for the benefit of any third party, you agree that:
(a) you are responsible for ensuring that you have the right to do so;
(b) iCentra does not warrant the fitness for purpose or suitability of the Services for such third party’s purposes and third parties may not rely on iCentra for any purpose;
(c) you are responsible for authorising any person who is given access to your User Information and any of your Data, and you agree that iCentra has no obligation to provide any person or entity with access to such Data without authorisation from you and may refer any requests for access to the Data to you to address; and
(d) you will indemnify iCentra, on first demand, against any and all claims, expenses, liabilities or losses arising out of in connection with iCentra’s refusal to provide any persons with access to your Data in accordance with this Agreement and iCentra making Data available to any person with authorisation from you.

8.6 You remain solely responsible for complying with all applicable laws. It is your responsibility to ensure that the storage of and access to your Data via the Site and the App comply with laws which are applicable to you, including any laws requiring you to retain records of your Data.

8.7 Each User must have their own safeguards and back up processes in place to recover from any failures or loss of Data which might occur whilst using the Services and protecting the confidentiality of your Data with suitable management procedures, as you may see fit.

9. PROHIBITED USE

9.1 You acknowledge and agree that you and each User will not:
(a) use the Services to create listings, advertising or showing properties or other real estates for lease or sale when it is not licensed to do so;
(b) attempt to circumvent or disable the Software or any technology features or measures in the Software, Site or otherwise provided through the Services by any means or in any manner;
(c) attempt to modify, copy, adapt or reproduce the Software or App except as necessary to use it for normal operation;
(d) attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software;
(e) distribute, encumber, sell, rent, lease, sub-license, or otherwise transfer, publish or disclose the Software or Services to any third party (except as permitted under this Agreement);
(f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Software, Services, Site or App or used in connection with the App, Site or Services;
(g) use the Site or Services in any manner to aid in the violation of any third party Intellectual Property, including but not limited to another’s copyrights, trade secrets, and patents;
(h) take any action that interferes, in any manner, with iCentra’s rights with respect to the Site and Services;
(i) attempt to undermine the security or integrity of iCentra’s computing systems or where the Software, Site or any and all part of the Services is hosted by a third party, that third party’s computing systems and networks;
(j) use, or misuse, the Site or Services in any way which: is in breach of the iCentra Policies, may impair the functionality of the Site or other systems used to deliver the Software and Services or impair the ability of any other user to use the App, Site or Services;
(k) use the Site or Services in connection with the distribution of unsolicited commercial emails such as spam;
(l) infringe any third party rights, laws or regulations in working with iCentra and receiving the Services;
(m) attempt to gain unauthorised access to any materials other than those you have been given express permission to access a Device or the computer system on the Service is accessed and/or used; and
(n) transmit, or input into the Site or Services any files that may damage the Site or Services content that may be offensive, or material or Data in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use).

9.2 Title, ownership rights and Intellectual Property rights in and to any content displayed on the Site or in the Software, or accessed through the Site or the Services, are the property of the applicable content owner and may be protected by applicable copyright or other law. Agreement gives you no rights to such content.

9.3 You acknowledge that any breaches of this clause may lead to termination of this Agreement.

10. PRIVACY POLICY

10.1 iCentra agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines, as set out in iCentra’s privacy policy which is available on the App and Site.

11. INTELLECTUAL PROPERTY

11.1 iCentra grants Users with a current Subscription a personal, non-exclusive, non-transferable, limited and revocable licence (Licence) to:
(a) use any reports or related materials containing your Data generated from the Site or Services for your commercial purpose; and
(b) access and view any XML history log files. All other uses are prohibited unless you or the User obtains iCentra’s prior written consent.

11.2 Title to, and all Intellectual Property rights in the Site and any documentation relating to the Services, remain the property of iCentra and its successors and permitted assigns. Your right to use such Intellectual Property is subject to this Agreement.

11.3 You grant iCentra a non-exclusive, worldwide licence to use any Intellectual Property which subsists in the Data you provide in connection with the use of your Account and the provision of the Services, including copyright in any third party logos or other materials.

11.4 Title to and all Intellectual Property rights in any Data you input into the Site or remain your property. However, your access to the Data and continued use of the Services is contingent on payment of your Subscription Fee.

11.5 You grant iCentra a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Site and for any other purpose related to provision of Services to you and the performance of iCentra’s obligations under this Agreement.

11.6 It is the responsibility of the User to maintain copies of any Data which is inputted into the Site. iCentra will endeavour to prevent loss of Data, however, as Data submitted via the Site is hosted by third parties, iCentra does not make any guarantees that there will be no loss of Data and does not represent or warrant that access to the Services the Data or an Account will be available without interruption.

11.7 You acknowledge and agree that iCentra may allow the providers of third-party applications to access any inputted Data as required for the interoperation of such third-party applications with the Services. iCentra is not responsible for any disclosure, modification or deletion of Data resulting from any such access by third-party application providers.

12. SUPPORT

12.1 iCentra may provide support to the User during business hours as set out on the Site. If you require technical support, please contact iCentra using the details at the bottom of this Agreement. iCentra endeavours to respond to a support request within a reasonable period of time.

12.2 Subject to the urgency and complexity of the request for support services, iCentra may charge you or the User a support services fee. iCentra will notify you or the User if and when a support services fee is payable.

13. AVAILABILITY AND UPDATE OF SITE AND APP

13.1 Whilst iCentra intends that access to the Services should be available on a full-time basis, it is possible that the Site or Services is unavailable to due to maintenance or other development activity.

13.2 Where possible, iCentra will provide notice to its Users of any maintenance or development activity in advance by providing Users notice via email.

14. FEEDBACK AND DISPUTE RESOLUTION

14.1 Your feedback is important to iCentra. iCentra seeks to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact iCentra using the contact details at the bottom of this Agreement.

14.2 If there is a dispute between the Parties, iCentra will aim to respond and provide a suitable solution within 7 days. If you are not satisfied with iCentra’s response, the Parties agree to the following dispute resolution procedure:
(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
(b) If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of Victoria to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.

14.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under this Agreement, by law or in equity.

15. LIMITATION OF LIABILITY AND DISCLAIMERS

15.1 The Parties agree that to the fullest extent applicable, iCentra’s liability for the Services provided via the Site is governed by the Australian Consumer Law.

15.2 iCentra’s liability is covered by the relevant insurance policy. iCentra will take steps to maintain such policies after the completion of the Services and termination of this Agreement, for period as iCentra may be required under law.

15.3 You acknowledge that whilst iCentra will take reasonable steps to ensure that the Services will be fit for the purposes as advertised, iCentra gives no guarantees that:
(a) the Site or Services will meet your requirements as the functionality of the Site and Services is dependent upon configuration on your Device and other components;
(b) the Site or Services will work in each of your desired use case scenarios; and
(c) the Site can be executed on every operating system, as it is impossible to test each variant.

15.4 The Services use third party services including third party advertising portal and hosting services which are provided without any sort of warranties, and iCentra cannot ensure that these third party services are provided free of defect or without interruption.

15.5 iCentra does not warrant that use of the Services will be uninterrupted or error free. The operation of the Site is dependent on public telephone services, computer networks, the Internet, which can be unpredictable and may from time to time interfere with the access to or use of the Services. iCentra accepts no responsibility for any such interference or prevention of your use of the Services.

15.6 You acknowledge and agree that while the information and materials provided on or via the Site or Services or otherwise provided to you by iCentra is provided in good faith on an “as is” basis, iCentra and its directors, officers, employees, contractors and agents accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy, currency or completeness of the information in such materials or information generally contained or produced via the Site or Services. You are solely responsible for determining the suitability of any Services and you rely on any information provided to you through the Site and Services at your own risk.

15.7 iCentra is not a real estate agent and provides no such related services. You acknowledge and agree that any information, insight or guidance provided through the Site or Services is not an attempt to practise areas including finance, law, accounting, tax or real estate or to provide financial, legal, accounting, tax or real estate advice, or act as a substitute for professional advice. Use of our Site, Services or materials provided via the Services does not establish any kind of fiduciary relationship.

15.8 All risk arising out of the use or performance of the Services remains with you. You understand and agree that the use of the Services, material or data downloaded or otherwise obtained through the use of the Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. iCentra is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Services, any third party software, application or operating system.

15.9 To the maximum extent permitted by applicable law, iCentra and its licensors disclaim all warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property rights or lack of viruses, for the Services. In no event will iCentra or its licensors be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever arising out of this Agreement, the use of or inability to use the Services, even if iCentra has been advised of the possibility of such damages.

15.10 The User acknowledges that iCentra may pursue any available equitable or other remedy against you as a result of a breach by the User of any provision of this Agreement.

15.11 iCentra or its licensors’ liability for breach of any of its obligations under this Agreement for the Services, or breach of any warranty implied by law, will be limited, to the extent permitted by law, to the total price paid for the Subscription to execute the Services. iCentra’s total liability to you for all damages in connection with the Services will not exceed the price paid by you under this Agreement for the Services. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

15.12 The User acknowledges and agrees that iCentra will not be liable for any non-compensatory damages including punitive, aggravated, multiple, exemplary, liquated or any other non-compensatory damages or the consequences of non-payment.

16. INDEMNITY

16.1 You will be liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
(a) any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
(b) any breach of this Agreement;
(c) any misuse of the Services and/or Licence; from or by you, your employees, contractors or agents or a User;
(d) any breach of law, regulation or licence by you or a User;
(e) any claims brought by any third party including any User, against a Party arising out of the Services, App or Site;
(f) any claim by any third party, including a User that: i. the grant, or exercise of any licence, of any Intellectual Property rights under this Agreement; or ii. the supply or use of any Services, or Site, infringes the Intellectual Property rights or any rights of any person.

16.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services and Licence including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.

16.3 The obligations under this clause will survive termination of this Agreement.

17. AUSTRALIAN CONSUMER LAW

17.1 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 Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).

17.2 Nothing in this Agreement removes your Statutory Rights as a consumer under the ACL. You agree that iCentra’s liability for Services provided to consumers is governed solely by the ACL and this Agreement. iCentra exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.

17.3 Except for your Statutory Rights, all material and work is provided to you without warranties of any kind, either express or implied; and iCentra expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.

17.4 If you are a consumer as defined in the ACL, the following applies to you: We guarantee that the services we supply to you are rendered with due care and skill; fit for the purpose that we advertise, or that you have told us you are acquiring the services for or for a result which you have told us you wish the services achieve, unless we consider and disclose that this purpose is not achievable; and will be supplied within a reasonable time. To the extent we are unable to exclude liability; our total liability for loss or damage you suffer or incur from our services is limited to us re-supplying the services to you, or, at our option, us refunding to you the amount you have paid us for the services to which your claim relates.

18. NOTICE

18.1 Any notice required or permitted to be given to the User under this Agreement will be addressed to the User at the email address provided by the User when requesting a Licence.

19. RELATIONSHIP OF PARTIES

19.1 Neither Party is authorised to bind the other Party in any way without prior written consent of the other Party.

19.2 The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.

20. RIGHTS OF THIRD PARTIES

20.1 Any person or entity who is not a party to this Agreement has no right to benefit under or to enforce any part of this Agreement.

21. ASSIGNMENT

21.1 This Agreement is personal to you. You must not assign or deal with the whole or any part of its rights and/or obligations under this Agreement without the prior written consent of iCentra.

21.2 Any purported dealing in breach of this clause is of no effect.

22. POWERS, RIGHTS AND REMEDIES

22.1 Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.

23. FORCE MAJEURE

23.1 If performance of the Services or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (Force Majeure), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, 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. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. 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.

24. FURTHER ASSURANCE

24.1 Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to this Agreement.

25. ENFORCEABILITY

25.1 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provisions in question will not be affected.

26. ENTIRE AGREEMENT AND UNDERSTANDING

26.1 In respect of the subject matter of this Agreement, this Agreement contain the entire understanding between the Parties. Any previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement and each of the Parties has relied entirely on its own enquiries before entering into this Agreement.

27. GOVERNING LAW AND JURISDICTION

27.1 This Agreement is governed by the laws of Victoria and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria.

28. DEFINITIONS

Insolvency Event means the occurrence of any of the following events in which a Party:
(a) is unable to pay its debt as they fall due;
(b) makes or commences negotiation with a view to making, a general rescheduling of its indebtedness, a general assignment, scheme or arrangement or composition with its creditors;
(c) takes any corporate action or any steps are taken or legal proceedings are started for:
i. 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, office manager, trustee or similar officer of it or of any of its revenues and assets; or
(d) seeks protection or is granted protection from its creditors, under any applicable legislation. 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, company names or internet domain names.