Eoiin Connect Platform Terms & Conditions
Definitions and interpretation
- Additional Service Proposal has the meaning given in clause 5(b).
- Additional Services means services outside the then current scope of the Services.
- Agreement means this document, the Online Subscription Page and all documents and policies referred to in this document.
- Approval means any approval of a Government Agency, permit, licence, authorisation, registration or similar required under any Relevant Law in connection with this Agreement.
- Australian Consumer Law means the Competition and Consumer Act 2010 (Cth) Schedule 2.
- Authorised User means an employee, agent or independent contractor of the Customer who is authorised to access the Platform under a User Licence.
- Back-Up Policy means the document that defines the policies and procedures for Eoiin Connect to backup, archive and recover Customer Data, the Materials and the Platform.
- Business Day means a day other than a Saturday, Sunday, or gazetted public holiday in Victoria, Australia.
- Claim means any claim, demand, remedy, suit, action, proceeding, right of action, however arising.
- Commencement Date means the date both parties have agreed to enter into this Agreement, namely when the Customer checks the ‘I Agree’ checkbox, and clicks submit or similar, on the Online Subscription Page or by any other acceptance method prescribed by Eoiin Connect from time to time.
- Confidential Information means all information of a confidential, commercially sensitive or valuable nature including Intellectual Property of a party, financial, sales, customer, employee or supplier information, processes, statements, trade secrets, marketing plans data, other than information that it is public or information previously disclosed to the receiving party on a non-confidential basis.
- Consequential Loss means any of the following:
- incidental, special, remote or unforeseeable loss or damage;
- loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, goodwill, or anticipated savings, loss, damage or corruption of data, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing;
- costs incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a Third Party; or
- loss or damage set out above in paragraphs (a) to (c) that is incurred or suffered by or to a Third Party.
- Customer Data means all data, content, works and materials:
- uploaded or submitted to or stored on the Platform, or otherwise made available, by the Customer or an Authorised User;
- transmitted by the Platform at the instigation of the Customer or an Authorised User;
- supplied by the Customer or an Authorised User to Eoiin Connect for uploading to, transmission by or storage on, or via, the Platform; or
- generated by the Platform because of the use of the Services by the Customer or an Authorised User.
Eoiin Connect means 7-YM Pty Ltd (ACN 153 858 685).
- Government Agency means any governmental, judicial or statutory body with authority or jurisdiction over this Agreement or a party.
- GST has the meaning given in the GST Act.
- GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Insolvency Event means in relation to a party, any of the following events or circumstances:
- a step taken to enter into an arrangement between the party and its creditors;
- a step taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator or other like person of the whole or part of that party's assets, operations or business;
- the party cannot pay its debts as they become due; or
- it ceases to carry on business or indicates it is likely to cease carrying on a business or a material part of its business,
- in each case, unless the event or circumstance occurs as part of a solvent reconstruction, amalgamation, scheme, compromise, arrangement, merger or consolidation approved by the other party to this Agreement, such approval not to be unreasonably withheld.
- Intellectual Property means the business names, copyright, patents, trade marks, trade names, designs and similar industrial, commercial and intellectual property and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields anywhere in the world, regardless of the form and whether or not registered or registrable.
- Loss means any liability, loss, injury, illness, damage, cost or expense, including legal costs on a full indemnity basis and Consequential Loss.
- Maintenance Release means a release of the Platform which adds functionality to, or otherwise amends or upgrades, the Platform, but which does not constitute a New Version.
Materials means the electronic user guides, video tutorials and other electronic documents made available to the Customer by Eoiin Connect relating to the Services, including any updates, replacements, revisions and additions to such material, provided or made available by Eoiin Connect from time to time.
- New Version means any version of the Platform containing significant differences from previous versions as to be generally accepted as a new product.
- Normal Business Hours means 8am to 6pm each Business Day.
- Online Subscription Page means the online Platform subscription details form that references these terms and conditions and can be found at eoiinconnect.com/get-started or as otherwise updated by Eoiin Connect from time to time.
- Personal Information has the meaning given in section 6 of the Privacy Act 1988 (Cth).
- Personnel means, in relation to a party, its directors, officers, employees, contractors, agents and authorised representatives.
Platform means the downloadable and/or non-downloadable software operated by Eoiin Connect and promoted by reference to the name ‘Eoiin Connect’ or any other name updated from time to time, and used as a digital project management tool by its users, including the application, database, system and server software, and all Intellectual Property contained in the above, including any Maintenance Releases and New Versions.
- Privacy Laws means all privacy and data protection laws and regulations relating to privacy, data security, cybersecurity and the collection, storage, use and disclosure of Personal Information in any relevant jurisdiction.
- Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).
- Relevant Law means any law, regulation, mandatory guideline or standard, ordinance, court ruling or requirement or direction of a Government Agency, or similar, in any jurisdiction in which any part of this Agreement is performed, or governing the Services or a party to this Agreement at any time.
- Representative means, in respect of a person, any director, officer, employee, agent, contractor, adviser or Related Body Corporate of or to that person, or any director, officer, employee, agent, contractor or adviser of or to a Related Body Corporate of or to that person.
- Services means granting access to the Platform and the Materials to the Customer in accordance with this Agreement and any incidental services provided by Eoiin Connect as it deems necessary to provide.
Subscription Fees means the subscription fees specified in the Online Subscription Page, unless otherwise agreed between the parties.
Subscription Term means the subscription term specified in the Online Subscription Page, unless otherwise agreed between the parties.
- Tax means any tax, levy, charge, impost, duty, fee, deduction, goods and services tax, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency including any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above, including GST.
- Term has the meaning given in clause 2.
- Third Party means a party other than a party to this Agreement.
- Third Party Products means any software, product, service or material (including any related Intellectual Property) provided by a Third Party, including payment gateways, subscription billing services and hosting services.
- Trial Term means the trial period specified in the Online Subscription Page, unless otherwise agreed between the parties.
- Uncontrollable Event means an act, event, omission or accident beyond a party's reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, fire, flood, storm, earthquake, other physical natural disaster or extreme weather conditions, or any other weather conditions which would be expected to place at risk the health or safety of the employees of a party or any other person, sabotage, war, riot, civil commotion, acts of terrorism or hostilities, a quarantine, epidemic, pandemic or outbreak of a contagious disease or any derivative or mutation of such viruses, or the threat or perceived threat of any of these, computer hacking, malicious damage, compliance with any law or governmental order, rule, regulation or direction, a state of emergency has been declared by an authority, accident, breakdown of plant or machinery or default of hosting or data centre providers or other suppliers or sub-contractors and shortage of supplies, equipment and materials.
- User Licence has the meaning given in clause 8.2(a).
In the interpretation of this Agreement, unless stated otherwise:
- a reference to a party is to a party to this Agreement;
- a reference to a person includes a natural person or legal entity;
- a reference to time is a reference to time in Melbourne, Victoria;
- a reference to USD, $US, dollar or $ is to United States of America currency;
- if an obligation must be performed or an event must occur on a day that is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day;
- words such as 'including' or 'for example' do not limit the preceding words;
- all grammatical forms of defined terms have a corresponding meaning;
- a provision of this Agreement must not be construed against a party on the basis that party was responsible for preparing it; and
- the main body of this Agreement will prevail to the extent of any inconsistency with any other part of this Agreement.
This Agreement commences on the Commencement Date and continues for the Trial Term and then, if agreed between the parties, continues for the Subscription Term, unless:
- at any time during the Trial Term the Customer notifies Eoiin Connect that it does not wish for the Term to continue after the Trial Term, in which case this Agreement will terminate upon the expiry of the Trial Term and the Subscription Term will not apply; or
- otherwise terminated in accordance with this Agreement,
Access to Platform
- The Customer must provide information to Eoiin Connect that is true, accurate and not misleading or deceptive. If any of such information changes, the Customer must promptly notify Eoiin Connect at firstname.lastname@example.org, or an alternate email address notified by Eoiin Connect for this purpose.
- At all times during the Term, the Customer must (at its cost):
- obtain and maintain all hardware, software and communications equipment necessary for it and each Authorised User to access and use the Platform, and ensure that all such hardware, software and equipment complies with applicable specifications and guidelines set out in the Materials or otherwise communicated to the Customer from time to time;
- provide Eoiin Connect with all necessary co-operation and access to its systems, data and Personnel as may be required by Eoiin Connect to provide the Services;
- comply with all Relevant Laws;
- comply with all reasonable directions, policies and guidelines of Eoiin Connect as advised from time to time;
- perform all of its obligations under this Agreement in a timely and efficient manner; and
- ensure that the Authorised Users use the Platform strictly in accordance with this Agreement. Any act or omission of an Authorised User is deemed an act or omission of the Customer.
During the Term, the Customer must not access, store, distribute or transmit:
- any viruses, worms, trojans, malicious code or similar harmful materials; or
- any material, data or content 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;
- facilitates illegal activity;
- causes damage or injury to any person or property; or
- corrupts, degrades or disrupts the operation or functionality of the Platform.
The Customer must not, must not attempt to and must not assist any Third Party to:
- adapt, alter, copy, create derivative works from, disassemble, display, distribute, download, duplicate, frame, mirror, modify, reduce to human readable form, republish, reverse compile, reverse engineer or transmit all or any portion of the Platform by any means;
- infringe Eoiin Connect's Intellectual Property;
- build a product, service or platform which competes with the Platform;
- assign, license, transfer any rights in, or otherwise commercially exploit the Platform; or
- engage in illegal behaviour, including the following:
- unauthorized 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 without express authorisation of the owner of the system or network;
- interference with service to any user, host or network, including mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
- use of an Internet account or computer without the owner’s authorisation; and
- collecting information by deceit, including Internet scamming, password robbery, phishing, security hole scanning and port scanning.
Eoiin Connect obligations
Service obligations and exclusions
- During the Term, Eoiin Connect must provide the Services to the Customer.
- The obligation under clause 4.1(a) will not apply in the event of:
- any non-conformance which is caused, or contributed to, by use of the Platform contrary to Eoiin Connect's instructions or the terms of this Agreement;
- modification or alteration of the Platform by any party other than Eoiin Connect;
- the unsuitability or malfunction of the Customer’s network, systems computer hardware or software; or
- an Uncontrollable Event.
- In the event Eoiin Connect fails to provide the Services in accordance with clause 4.1, Eoiin Connect will use reasonable endeavours to correct any such non-conformance, or provide the Customer with an alternative means of accomplishing the desired outcome.
- Notwithstanding the foregoing and subject to requirements of any Relevant Laws, Eoiin Connect:
- does not warrant that the Customer's use of the Platform will be uninterrupted, virus-free or error-free, nor that the Services and/or the information obtained by the Customer through the Services will meet its requirements;
- is not responsible for any delays, delivery failures, or any other Loss resulting from the transfer of data over communications networks and facilities and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities or networks; and
- is not responsible for the reliability, accuracy or currency of any information or Customer Data uploaded or submitted to the Platform. The Customer is solely responsible for uploading or submitting to the Platform the most up-to-date information or Customer Data.
Eoiin Connect will provide the Customer with Eoiin Connect's standard customer support services during Normal Business Hours in accordance with Eoiin Connect's Support Services and Maintenance Policy in effect at the time those customer support services are provided.
Eoiin Connect will use reasonable endeavours to make the Platform accessible 24 hours a day, 7 days a week, except for:
- planned maintenance carried out at times advised in advance by Eoiin Connect; and
- unscheduled maintenance which may need to be performed from time to time. Eoiin Connect will, where practicable, use reasonable endeavours to conduct any unscheduled maintenance outside of Normal Business Hours.
Modification and discontinuance of the Service
Eoiin Connect may add, modify or discontinue any functionality, feature or any other aspect of the Services, including in relation to the Platform, at its discretion and without further notice, provided that where it is a material adverse change in the core functionality of the Services, then Eoiin Connect will notify the Customer by sending a notification via the Platform or to the Customer’s email address.
- Subject to compliance by the parties with clause 5(b), Eoiin Connect will provide the Additional Services to the Customer in accordance with the terms of this Agreement.
- The Customer may, at any time during the Term, request Eoiin Connect to provide Additional Services in relation to the Platform by giving Eoiin Connect a written proposal to that effect (Additional Service Proposal), including in relation to:
- any training requested by the Customer in relation to accessing and using the Platform; and
- any changes or modifications to the Platform customised for the Customer's specific needs or requirements.
- Eoiin Connect will consider any requests for Additional Services and will notify the Customer within a reasonable period whether Eoiin Connect:
- agrees to provide the additional services as set out in the Additional Service Proposal;
- does not agree to provide the Additional Services; or
- does not agree to provide the Additional Services as set out in the Additional Service Proposal, but offers to provide some of those services and/or similar services,
and, in the case of clauses 5(c)(i) and (iii), the applicable fees for the Additional Services.
- An Additional Service Proposal will not be binding on either party, unless the Additional Service Proposal has been signed by duly authorised representatives of both parties.
Third party providers
- The Customer's access to the Platform may enable the Customer to use, access or otherwise integrate with Third Party Products.
- Eoiin Connect makes no representations and will have no liability or obligation whatsoever in relation to the Third Party Products.
- Eoiin Connect does not endorse, sponsor or approve any Third Party Products made available via the Platform. It is the Customer's sole responsibility to determine that specific products or services, introduced or used by the Customer, or by an Authorised User, meets the needs of its business and are suitable for the purposes for which they are used.
- Any rights the Customer may have to access Third Party Products will be limited to the:
- extent of Eoiin Connect's ability to license such rights to the Customer; or
- relevant Third Party Product usage terms or licence.
Payment of Subscription Fees
- The Customer is not required to pay any fees for the Services during the Trial Term.
- In consideration for Eoiin Connect's provision of the Services during the Term other than during the Trial Term, the Customer must pay the Subscription Fees by the payment method agreed between the parties.
- If GST is imposed on a supply made under, or in connection with, this Agreement, the recipient of the supply must pay the supplier an amount equal to the GST payable on the supply in addition to, and at the same time as, any consideration for the supply.
- Eoiin Connect may increase the Subscription Fees at any time upon 30 days’ notice to the Customer.
- If the Customer does not agree to these fee increases, the Customer may terminate this Agreement by notice to Eoiin Connect no later than 14 days after the date the Customer received notice of the fee increases.
- If the Customer fails to pay Eoiin Connect the Subscription Fees or any amount owing under this Agreement by the due date, without limiting any other remedies available to Eoiin Connect, Eoiin Connect may, in its discretion, either:
- immediately suspend the Services (without liability to the Customer) until all overdue amounts are paid in full; or
- terminate this Agreement.
- The Customer must pay Eoiin Connect all costs incurred in recovering any outstanding amounts owing under this Agreement.
Intellectual Property and User Licences
- Nothing in this Agreement assigns, transfers or grants any right, title or interest in or to a party's Intellectual Property, other than as expressly stated in this Agreement.
- The Customer acknowledges and agrees that all Intellectual Property subsisting, or otherwise underlying, in the Platform and the Materials, is owned by Eoiin Connect.
- The Customer must not submit, publish or upload any Customer Data onto the Platform unless the Customer has the right to do so.
- The Customer grants Eoiin Connect permission to use and publish its name, logos and trade marks, together with reference(s) to the fact that the Customer is a customer of Eoiin Connect, in any medium whatsoever.
Licence to permit access by Authorised Users
- Eoiin Connect grants the Customer a non-exclusive, personal, non-transferable and non-sub-licensable licence to permit 1 Authorised User to access and use the:
- Platform; and
during the Term solely for the Customer's internal and ordinary business purposes (User Licence).
- The quantity of User Licences granted to the Customer must be specified in the Online Subscription Page or otherwise agreed between the parties.
Usernames and passwords
- Eoiin Connect will provide the Customer with a username and password for each Authorised User (Credentials) which must not be shared with any other person for any reason whatsoever.
- The Customer must ensure each Authorised User changes its password:
- promptly after being issued with the Credentials; and
- on a regular basis during the Term.
- The Customer acknowledges that it is solely responsible for:
- maintaining the confidentiality of the Credentials; and
- all access and use of the Platform that results from any person using the Credentials.
- The Customer must implement security measures to ensure that no unauthorised person may gain access to the Platform using the Credentials or otherwise.
The Customer is solely responsible for setting and maintaining appropriate access permissions for each Authorised User and may revoke or change an Authorised User’s access permissions at any time and for any reason via the Platform.
- Eoiin Connect or its Personnel may audit the Platform to verify the Customer's compliance with this Agreement.
- If such audit reveals that any Credentials have been provided to any person who is not an Authorised User, then, without prejudice to Eoiin Connect's other rights, the Customer must promptly disable such Credentials and Eoiin Connect may terminate that User Licence.
Obligation not to disclose Confidential Information
- The Customer must keep the Confidential Information of Eoiin Connect confidential, and not disclose it except:
- to its Representatives for the purpose of performing its obligations under this Agreement;
- as required by law or a regulatory body (including a relevant stock exchange), court or governmental or administrative authority, subject to clause 9.2;
- as permitted or required by Eoiin Connect; or
- to its professional advisers engaged to provide legal, taxation or accounting advice, and to the extent necessary.
- The Customer must comply with any direction of Eoiin Connect to return or destroy or permanently delete all copies of the Confidential Information (to the extent reasonably practicable), at any time, at the Customer's expense.
- Any disclosure made under clause 9.1(a)(i) or 9.1(a)(iv) must be on terms no less restrictive than this Agreement.
- The Customer must notify Eoiin Connect prior to disclosing any information pursuant to clause 9.1(a)(ii), and provide Eoiin Connect the opportunity to challenge the requirement or redact information not required to be disclosed.
This clause 9 applies as long as the information remains Confidential Information.
If there is any uncertainty as to whether any information is Confidential Information, that information must be treated as Confidential Information of Eoiin Connect.
Licence for Customer Data
- Customer retains ownership of the Customer Data and will have sole responsibility for its legality, reliability, integrity, accuracy and quality.
- The Customer grants Eoiin Connect a worldwide, non-exclusive, royalty-free, perpetual, transferable licence to use, disclose, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy the Customer Data for any purpose, including for the purpose of:
- enabling Eoiin Connect to perform its obligations and exercise its rights under this Agreement;
- informing the Customer of other products or services that Eoiin Connect may offer from time to time or in relation to Third Party Products;
- using usage patterns, trends, and other statistical or behavioural data derived from use of the Platform for the purposes of providing, operating, maintaining, or improving the Services or any Eoiin Connect products and services; and
- sharing Customer Data with a third party for the purposes of performing or improving the Services.
- Eoiin Connect does not pre-screen, monitor, vet or edit any Customer Data, unless required to do so under any Relevant Law.
- Eoiin Connect will follow its archiving procedures for Customer Data in accordance with its standard Back-Up Policy from time to time.
- Eoiin Connect will not be responsible for any loss, destruction, alteration, corruption or disclosure of any Customer Data caused, or contributed to, by an act or omission of the Customer or any third party.
Personal Information and other sensitive data
The Customer warrants that, in relation to any Customer Data comprising Personal Information or otherwise sensitive data:
- it has obtained all necessary Approvals and consents to grant Eoiin Connect the licence in clause 10.1(b), or to make such information available to Eoiin Connect for its use.
- To the extent that the Customer acquires goods or services from Eoiin Connect as a consumer within the meaning of the Australian Consumer Law, the Customer may have certain rights and remedies (including rights in relation to consumer guarantees) that cannot be excluded, restricted or modified by agreement.
- Nothing in this Agreement operates to exclude, restrict or modify the application of any condition, warranty or provision implied by law, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law or any other statute where to do so would:
- contravene that statute; or
- cause any term of this Agreement to be void,
Exclusion of liability
Except in relation to Non-excludable Obligations:
- Eoiin Connect will not be liable to the Customer or any other person for any Consequential Loss for breach, or otherwise suffered as a result, of this Agreement; and
- the aggregate maximum liability of Eoiin Connect (including legal costs incurred defending a Claim) arising from, or in connection with, this Agreement is limited to an amount equivalent to the Subscription Fees paid by the Customer in the 6 months preceding the date Eoiin Connect was provided notice of the claim the liability is subject of.
No warranties or guarantees
Except in relation to Non-excludable Obligations:
- all conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied or imposed by custom or law are expressly excluded under this Agreement; and
- Eoiin Connect makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Platform.
The Customer indemnifies, and must continue to indemnify, Eoiin Connect against any liability incurred by Eoiin Connect in respect of damage to property, death or personal injury or any Loss, arising from or in connection with the Customer, its Related Bodies Corporate or any Personnel of those entities do any of the following:
- breaching this Agreement;
- breaching any Relevant Law;
- infringing any third party's Intellectual Property;
- supplying any incomplete, false or misleading information; or
- engaging in wilful misconduct, fraud, an unlawful act or omission or negligence,
and any reasonable costs (including legal costs), claims, demands and expenses arising out of or in connection with any liability referred to in this clause 12.
- During the Term and for a period of 6 months after, the Customer and its Related Bodies Corporate must not hire, solicit or induce, or assist any Third Party in soliciting or inducing, any of Eoiin Connect's employees to leave their employ.
- The Customer acknowledges that the restraint set out in this clause 13 is reasonable and necessary for the protection of Eoiin Connect's proprietary and legitimate commercial interests.
- Either party may terminate this Agreement (without any liability) at any time by giving the other party at least 30 days’ notice.
- Either party may terminate this Agreement by giving notice with immediate effect if the other party:
- commits a breach of any of its material obligations under this Agreement, and if the breach is capable of remedy, does not remedy that breach within 14 days after receipt of notice of the breach or any further time allowed by the non-defaulting party; or
- suffers an Insolvency Event.
Effect of termination
Upon termination of this Agreement for any reason:
- all licences and rights of access granted under this Agreement will immediately terminate;
- the Customer must pay within 7 days any outstanding Subscription Fees and any other amounts that may be due to Eoiin Connect under this Agreement; and
- the Customer must immediately destroy or return to Eoiin Connect (at Eoiin Connect's election) all Confidential Information in its possession, custody or control and, in the case of destruction, certify to Eoiin Connect that it has done so.
- Before commencing court or tribunal proceedings (except for interlocutory or interim relief), the parties must refer any dispute under or relating to this Agreement to a nominated representative of each party to endeavour to resolve the dispute within 30 days.
- If the dispute is not resolved with this period, either party may initiate court or tribunal proceedings.
- Each party must continue to perform its obligations under this Agreement during the dispute.
Eoiin Connect will have no liability to the Customer or anyone else if Eoiin Connect is prevented from or delayed in performing its obligations under this Agreement by an Uncontrollable Event.
A notice, agreement, consent, direction, waiver, or similar given or required under this Agreement:
- must be in writing, in English and signed by the party sending it;
- must be delivered to the receiving party in person, by email or registered post to the receiving party's address for notices as agreed by the parties; and
- is deemed to be received by the receiving party:
- if delivered in person, on delivery;
- if sent by email, when successfully transmitted, unless received after 5pm on a Business Day or any time on a non-Business Day, in which case, it is deemed received at 9am the next Business Day; or
- if posted, 5 Business Days (or 8 Business Days, if posted outside Australia) after the date of posting to the receiving party.
The parties consent to giving and receiving notices electronically, and this Agreement may be executed and delivered electronically, in accordance with the Electronic Transactions (Victoria) Act 2000.
This Agreement will not prevent Eoiin Connect from entering into the same or similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are the same or similar to those provided under this Agreement.
Approvals and consent
Except as set out in this Agreement, a party may:
- give or withhold approval or consent at that party’s discretion; and
- give approval or consent subject to conditions.
A waiver of a right, power or remedy must be signed by the party giving it and cannot be implied by conduct, delay or failure to act.
- The Customer may not assign or deal with this Agreement except with the prior consent of Eoiin Connect. Eoiin Connect is not required to give consent or justify the withholding of consent.
- Eoiin Connect may deal with any of its rights or obligations under this Agreement without the Customer's consent.
If any part of this Agreement is or becomes invalid or unenforceable under any Relevant Law, it is severed in the relevant jurisdiction but only to the extent it is invalid or unenforceable.
On completion or termination of this Agreement, the rights and obligations of the parties set out in this Agreement will not merge and survive after termination or completion.
Relationship of the parties
Unless otherwise provided in this Agreement, no party is authorised to bind another party and nothing in this Agreement is to be construed as creating an employment, agency, partnership, fiduciary or joint venture relationship between any of the parties.
Except as provided in this Agreement and permitted by any Relevant Law, the rights, powers and remedies provided in this Agreement are cumulative with and not exclusive to the rights, powers or remedies provided by any Relevant Law independently of this Agreement.
This Agreement constitutes the entire agreement between the parties in relation to, and supersedes, any prior conduct, arrangement, agreement or understanding of its subject matter.
Each party must pay its own costs for the negotiation, preparation, execution and performance of this Agreement, unless otherwise set out in this Agreement.
- This Agreement may be executed in counterparts.
- All executed counterparts constitute 1 document.
Governing law and jurisdiction
- This Agreement is governed by the laws in force in Victoria, Australia.
- Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in Victoria, Australia and waives any right to claim that those courts are an inconvenient forum.