Effective starting December 1, 2019
Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.
You agree while using Encrypted Work, that you may not:
without set off or delay using the Payment Method in accordance with the Payment Terms. All Fees are payable in advance.
all Confidential Information.
whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
where caused or contributed to by any:
In this Agreement, unless the context otherwise requires:
Additional Costs means any additional costs, expenses, damages or losses suffered or incurred by the SaaS Provider.
Authorised User means the user(s) permitted to use the SaaS Services and the content, including Data, generated by, or the output of, the SaaS Services as a part of the Customer’s services to its customers.
Business Day means a day on which banks are open for general banking business in Victoria, excluding Saturdays, Sundays and public holidays.
Business Hours means 9am to 5pm on a Business Day.
Change in Control occurs in respect of a Party if, after the Effective Date, a person acquires (directly or indirectly):
Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.
Confidential Information includes information or documentation which:
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.
Contract Year means a 12 month period commencing on: (i) the Effective Date; and (ii) each subsequent anniversary of the Effective Date, of this Agreement during the Term.
Customer Environment means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and Systems.
Data means all of the information, documents and other data provided by the Customer or their Personnel to the SaaS Provider, any content uploaded by the Customer or Personnel to the SaaS Provider’s System, or otherwise accessed by the SaaS Provider in providing the Services.
Dispute has the meaning given in clause 20.1(a).
Dispute Notice has the meaning given in clause 20.2(a).
Fee means the fee set out on the Site for the Customer account.
Force Majeure means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it:
Initial Term means the initial term set out in the Customer account.
Insolvency Event means the occurrence of any one or more of the following events in relation to a Party:
Intellectual Property Rights means all present and future rights to:
including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing. Liability means any expense, charge, cost, liability, loss, damage, claim, demand or proceeding (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. Page View means as any time Customer’s account loads a page (website) that has SaaS Services embedded in it. Party means a party to this Agreement from time to time, and Parties means all of them.
Payment Method is by credit card, Wire Transfers, or Bank Deposit.
Payment Terms means 30 days from the date of the invoice.
Personnel means in relation to a Party, any employee, contractor, officer and agent of that Party.
Products means hardware or software.
Related Body Corporate has the meaning given in section 9 of the Corporations Act 2001 (Cth).
SaaS Licence is defined in clause 3.1.
SaaS Services means the Encrypted Work Software as a service described on the Site.
Service Level means any service levels set out on the Site.
Services means the SaaS Services and Support Services, to be provided or licensed by the SaaS Provider to the Customer on the terms and conditions set out in this Agreement.
Software means the software used to provide the 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.
Support Hours means:
Support Services are set out on the Site.
System means a combination of Products or a combination of Products and services which are integrated and operate together, including a network.
Term means the term of this Agreement as set out in clause 17.
Variation means a change to the SaaS Licence after the date of this Agreement.
Variation Fee means any variation to the Fee as a consequence of the Variation.