SaaS (Software As A Service) Agreement

1 Acceptance

1.1 These Terms and Conditions, and any other terms and polices referred to in these Terms and Conditions, (Terms) form the Agreement between V&T Technologies Pty. Ltd. ABN 81 606 826 279 (referred to as "V&T Technologies", "we" or "us") and the user (referred to as "Customer" or "you"), collectively referred to as the Parties or each a Party.

1.2 V&T Technologies owns the cloud-based Software which is accessible at (Site).

1.3 The Customer wishes to use the Services.

1.4 If the processing of any of your users’ or employees’ data (“Company Personal Data”) is governed by the General Data Protection Regulation 2016/679 (“GDPR”), the additional terms in our Data Processing Schedule (“DPS”) apply. It is your responsibility to determine whether the GDPR applies to you. You must request the DPS from us if the GDPR applies to you, and we will supply you with the DPS.

1.5 You acknowledge and agree that in collecting, holding and processing Company Personal Data through the Services, we act as the data processor for the purposes of the GDPR. If the GDPR applies, the additional terms in the DPS also form part of these Terms and you must request and execute the DPS with us. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process Company Personal Data in accordance with these Terms and, if applicable, the DPS.

1.6 This Agreement sets out the terms upon which V&T Technologies has agreed to grant the Customer a right to use the Services. This Agreement is binding on any use of the Services and takes effect on the earliest of you:

("Effective Date").

1.7 By accessing and/or using the Services you:

Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.

1.8 You must not create an Account unless you are at least 18 years of age. When you create an Account and during the term of this Agreement, you must provide true, complete, and up to date contact information and keep this up to date.

1.9 By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.

2 Services

2.1 On or from the Effective Date and during the Term, V&T Technologies agrees to provide the Services in accordance with the terms of this Agreement.

2.2 The Customer agrees V&T Technologies owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation provided with the Services by V&T Technologies to the Customer including any Customer configuration documentation.

2.3 The Parties agree that V&T Technologies:

2.4 V&T Technologies reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.

2.5 V&T Technologies reserves the right at any time and from time to time to temporarily modify or disable the Service (or any part thereof) without notice, including for maintenance and Service modification or improvement purposes.

3 SaaS Service Licence

3.1 In consideration for payment of the Fees, V&T Technologies grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS Services in accordance with V&T Technologies’ intended purpose for the SaaS Services (SaaS Licence).

3.2 The Customer agrees that the SaaS Licence:

3.3 If the number of Authorised Users is exceeded, V&T Technologies may charge a Fee for each Additional Authorised User as specified on the Site.

4 Licence Restrictions

4.1 The Customer must not access or use the SaaS Services except as permitted by the SaaS Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with V&T Technologies’ Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:

4.2 The Customer must not use the SaaS Services in any way which is in breach of any statute, regulation, law or legal right of any person within Australia or the jurisdiction in which the Customer or its Personnel are located.

5 Professional Services

5.1 V&T Technologies may provide Professional Services to the Customer in accordance with this Agreement in consideration for a Professional Services Fee.

5.2 Where V&T Technologies agrees to provide Professional Services, V&T Technologies will provide the Professional Services in accordance with this clause 5.

5.3 The procedure to follow for Professional Services will be as follows:

this Agreement will be considered varied to include such changes as set out in the notice provided by V&T Technologies pursuant to this clause.

6 Data

6.1 The Customer grants to V&T Technologies and its sub-processors a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, copy, process, transmit, store, edit, modify, aggregate, combine, reproduce, distribute, display, perform, and prepare derivative works of the Data in connection with the Services and otherwise access, use or make reference to any Intellectual Property Rights in the Data:

6.2 The Customer represents and warrants that any and all Data supplied by the Customer or otherwise accessed by V&T Technologies through the provision of the Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorisations and rights to use the Data as applicable to permit us to use the Data and any technical information about Customer’s use of the Services to customise the user experience of the Services to Customer, to facilitate Customer’s use of the Services and to communicate with Customer.

6.3 The Customer acknowledges and agrees that:

6.4 The Customer must ensure that all its Data on the Service is backed-up.

6.5 The Customer agrees to indemnify and hold V&T Technologies harmless for the corruption or loss of any Data controlled or stored by the Customer or any Related Bodies Corporate, to extent the corruption or loss is not caused by the negligent act or omission of V&T Technologies or its Personnel.

7 Support and Maintenance

7.1 We communicate with users on a regular basis to provide requested services and in regards to issues relating to their account we reply via email or phone, in accordance with the user’s wishes.

7.2 We cannot guarantee that support is available at all times and that the support advice provided is correct.

7.3 We may provide access to ‘community’ support such as forums, online groups or chat rooms where our Customers or third parties provide help to each other and to others. We cannot take any responsibility for the accuracy of support provided by others.

7.4 From time to time, there may be either scheduled or unscheduled Service down-time. We endeavour make the down-time as short as we can. We will not have any Liabilities for the consequences of any down-time.

7.5 Where support is provided it will be subject to:

8 Customer Responsibilities and Obligations

8.1 The Customer will provide all required materials as required by V&T Technologies from time to time for V&T Technologies to perform the Services.

8.2 The Customer must, at the Customer’s own expense:

8.3 The Customer is responsible for its use of the Services and must ensure that no person uses the Services:

8.4 The Customer acknowledges and agrees that:

9 Prohibited Use

9.1 The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on V&T Technologies’ website or as provided to the Customer from time to time.

9.2 There is a limit to the aggregate file size of your content on the Service. Each content item cannot exceed 1MB in size. If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by us) of other customers, we reserve the right to immediately disable your Account, or throttle your Account until you can reduce your bandwidth consumption, or impose an appropriate Fee commensurate with such excess usage.

9.3 The Customer acknowledges and agrees that it must not, and will ensure each Authorised User does not:

9.4 We reserve the right, but have no obligation, to scan every users Account and setup for compliance with this Agreement and to protect against the Services being used for offensive, defamatory, racist, inaccurate, abusive, obscene, profane material, or threatening content.

10 Communication and Publicity

10.1 We send all new Authorised Users an email to verify their new Account and confirm their password and username. Authorised Users can subscribe to our newsletter to receive information on products, services, offers, and a newsletter. Customers can unsubscribe via the unsubscribe link in each email.

10.2 Customer agrees that we may make reference to Customer in marketing and public relations materials, including a press release announcing Customer as a customer. Customer hereby grants us a perpetual, nonexclusive, worldwide license to use and display Customer’s trademarks, trade names and logos in connection with the foregoing. This clause 10.2 will survive the termination or expiry of this Agreement

11 Audit and Monitoring

11.1 We have the right to audit your Accounts and records to evaluate your compliance with this agreement.

11.2 The Customer must keep a record of the use of the SaaS Services and provide a copy of it to V&T Technologies if V&T Technologies requests it.

11.3 V&T Technologies, its Personnel or any person authorised by V&T Technologies has the right to audit and inspect, and appoint one or more auditors to audit and inspect, any Customer Environment, documents and records to verify the Customer’s compliance with this Agreement.

11.4 Upon receipt of written notice from V&T Technologies, the Customer agrees to permit the audits and inspections referred to in clause 11.3 by V&T Technologies, its Personnel or any other person authorised by V&T Technologies or a regulatory authority or governing body and the Customer will provide reasonable assistance as required. The Customer agrees to give such person reasonable assistance, access and facilities to enable the auditing or monitoring by V&T Technologies.

11.5 The Parties agree that V&T Technologies must bear all costs associated with any audits and inspections under this clause, but not any records the Customer is required to maintain under clause 11.2.

12 Payment

12.1 The Customer must pay V&T Technologies:

without set off or delay in advance of the next Plan billing cycle.

12.2 Customer is responsible for reviewing the pricing schedule, features, and limits associated with its Plan available on the Site.

12.3 The Service Fee is billed in advance in accordance with the Customer’s applicable Plan cycle based on the number of Authorised User’s in the month before the commencement of the next Plan billing cycle and is non-refundable, with any additional charges billed in arrears (at the end of the Plan cycle). Payments are due for any Plan cycle on the same date of the month, or the closest date of the month in that Plan cycle, to the day Customer signed up for the Services and made its first payment.

12.4 Customer agrees to provide accurate payment information, and hereby authorizes us to charge such credit card for all fees for the duration specified therein (and any renewal thereof).

12.5 We may, but are not obligated to, contact Customer to warn Customer that it have exceeded the included features or other limits of its current Plan.

12.6 If you downgrade your Account to a Plan with a lower features or Authorised User tier during a Plan cycle we will not provide a refund or partial credit to the Account. There will be no refunds or credits for an incomplete Plan cycle, Plan downgrade, or for unused Accounts. Downgrading your Account Plan may result in the loss of content, features, or capacity of Customer’s account. We not accept any liability for any losses or damagers that may arise in such cases.

12.7 We may offer you a free Account for a trial period with limited features designed to allow you to evaluate the Service and make sure it is right for you before signing up for a paid Plan. Any trial period can change at anytime without notice. We have the right to terminate any trial accounts if it is found to be misusing our service.

12.8 For any upgrade or downgrade in Plan level, you will be immediately charged the new Fee.

12.9 Customer must ensure that its credit card will not be declined. If your credit card expires and you do not cancel your Account, you will remain responsible for paying the Plan Fee, which will accrue to your Account until we receive a cancellation notice. You are responsible for ensuring that the email address you provide is valid and checked regularly.

12.10 We reserve the right to send delinquent Accounts to a collection agency if they are not paid within three months.

12.11 All fees are GST exclusive. If you are located outside Australia you will not be charged GST. You are responsible for all taxes, levies, or duties imposed by taxing authorities in your own country, and you shall be responsible for payment of all such taxes, levies, or duties. We have no responsibility to pay taxes, levies or duties on your behalf. Taxes may be added to the final price charged to Customer on Customer’s invoice. Customer shall pay the taxes with no reduction or offset in the amounts payable to us. Customer will, and agrees to, promptly reimburse us for any and all of Customer’s taxes that we may be required to pay in connection with this Agreement upon receipt of our invoice.

12.12 The Fees are subject to change upon 7 days’ notice from us to you and will apply to the next Plan billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email and via a notification within SaaS platform. If Customer does not agree to the Fee change, it may terminate this Agreement in accordance with clause 19.1.

12.13 If there is a Variation, V&T Technologies will include the Variation Fees due and payable for the Variation performed in invoice(s) subsequent to the performance of any Variation.

12.14 If any payment has not been made in accordance with this Agreement, V&T Technologies may (at its absolute discretion):

13 Confidentiality

13.1 Subject to clause 13.2, each Party must (and must ensure that its Personnel do):

all Confidential Information.

13.2 Clause 13.1(a) does not apply where:

13.3 Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 13.1. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 13.1.

13.4 This clause 13 will survive the termination or expiry of this Agreement.

14 Intellectual Property Rights

14.1 A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.

14.2 The Customer grants to V&T Technologies a non-exclusive, royalty free, non-transferable and revocable licence to use any of the Customer’s Intellectual Property Rights including any Pre-Existing Material as reasonably required for V&T Technologies to provide the Services to the Customer.

14.3 We do not screen content uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is uploaded to the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.

14.4 We have the discretion (but not obligation) to terminate a Customer’s access to and use of the Services if, we determine that Customer or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.

14.5 Any Intellectual Property Rights created as a result of Professional Services (Foreground Material) will vest in V&T Technologies on creation and the Customer must promptly do any acts reasonably requested by V&T Technologies for the Intellectual Property Rights in the Foreground Material to vest in V&T Technologies.

14.6 If Customer enables, installs, or connects any Third-Party Applications for use with the Services Customer:

14.7 Customer acknowledges and agrees that

14.8 Customer agrees to comply with any requests by us to remove any connections to or from other websites and/or applications to the Services which Customer installs.

14.9 Subject to the terms and conditions of the Agreement (including any restrictions in the applicable Order Form) Customer is hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable, license to use the Script, in the form made available to Customer, solely for the purpose of collecting data whilst using the Services in accordance with this Agreement.

14.10 Customer agrees not to use, copy, modify, adapt, alter, translate, create a derivative work of, reverse engineer, disassemble, or decompile the Script, including without limitation, any other underlying algorithms of the Script, except as expressly permitted herein or required by law.

14.11 Customer may not integrate the Script on any properties unless such properties are owned, operated or controlled by Customer or properties that Customer has the legal permission or rights to access.

14.12 Customer may provide comments, suggestions and feedback to us regarding the Services ("Comments"). The ownership right, title, and interest in such Comments will vest in us on provision of the Comments. Notwithstanding the aforementioned, to the extent that the ownership of any Comments cannot be assigned by Customer, Customer grants us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, process, store, edit, modify, aggregate, combine, reproduce, distribute, display, perform, prepare derivative works, and otherwise fully exploit such Comments in any medium or format, whether now known or later developed, provided that such Comments are anonymous.

14.13 This clause 13.4 will survive the termination or expiry of this Agreement.

15 Privacy

15.1 Each Party and its Personnel agrees to comply with its obligations under the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement.

15.2 Details on how V&T Technologies complies with the Privacy Act 1988 (Cth) and how it collects, discloses, holds or uses personal information is available in V&T Technologies’ Privacy Policy as set out on V&T Technologies’ Site or as provided to the Customer from time to time. V&T Technologies reserves the right to amend its Privacy Policy as required from time to time.

15.3 Despite anything to the contrary in this Agreement, we may monitor and analyse performance information based on and or related to Customer’s use of the Services, in an aggregated and anonymized format ("Analytics"). Customer agrees that we may make such Analytics publicly available, provided that it: 1) does not contain any personal information. We and/or our licensors own all right, title and interest in and to the Analytics, including all Intellectual Property Rights in the Analytics.

15.4 The Script inserted into the Customer’s website may contain cookies that monitor user behaviour and location. It is the Customers obligation to ensure they include in their privacy policy with their own users that their website is monitoring their behaviour and location and that our Services collect data such as website visitor behaviour and IP address.

15.5 This clause 15 will survive the termination or expiry of this Agreement.

16 Representations and Warranties

16.1 General

Each Party represents and warrants to each other Party:

16.2 V&T Technologies

16.3 Repetition

Each Party makes the representations and warranties in clause 16.1 on each day on which it is a Party.

17 Liability

17.1 V&T Technologies is liable for the acts and omissions of all its Personnel as if they were done by V&T Technologies.

17.2 Despite anything to the contrary (but subject to clause 17.3 and 17.4), to the maximum extent permitted by the law:

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

17.3 Clause 17.2 will not apply to V&T Technologies’ Liability to the Customer under this Agreement for any liability which cannot be excluded or limited by applicable law, including:

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 our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. The Liability of us for any failure to comply with Statutory Rights when providing the Services is limited to, us (at our election): (a) resupplying that Service; or (b) refunding the Fee for the affected Service.

17.5 Despite anything to the contrary, to the maximum extent permitted by the law, V&T Technologies will have no Liability, and the Customer releases and discharges V&T Technologies from all Liability, arising from or in connection with any:

where caused or contributed to by any:

17.6 V&T Technologies uses third-party service providers and applications to host or provide the Services. V&T Technologies will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Customer’s Systems, caused by any such third-party service provider. 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 or Services without liability or entitling Customer to any refund, credit, or other compensation.

17.7 The Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.

17.8 We do not warrant that any file or program available for download and/or execution from or via the Services is virus or error free or other conditions which could damage or interfere with Data, or Customer Environment with which such files or programs are used. All files and programs related to Services are at Customer’s own risk and Customer releases us entirely of all Liability for any consequences of its use.

17.9 From time to time, we may make certain beta services and or features available to Customer ("Beta Services"). Customer acknowledges and agrees that Beta Services have not been completely tested and are provided ‘as is’. Customer acknowledges and agrees that, to the fullest extent permitted by law, we will have no Liability in relation to such Beta Services.

17.10 This Clause 17 will survive the termination or expiry of this Agreement.

17.11 Customer agrees to defend, indemnify and hold us, our officers, directors, successors in interest, employees, agents and subsidiaries harmless from any third party Claims related to:

18 Term

18.1 Commencement

The Term of this Agreement takes effect on and from the Effective Date and continues for the Term of your Plan unless this Agreement is terminated earlier in accordance with the terms of this Agreement.

19 Termination

19.1 Accounts can only be cancelled by the Customer via its Account dashboard (if such functionality is available), or by emailing support staff, however you will not be refunded any part of the Fee for any unused portion of the Service Plan billing cycle in which you terminate, except where you terminate under clause 26.13. You are solely responsible for properly cancelling your Account.

19.2 The Customer may terminate this Agreement by giving at least 15 Business Days’ notice to V&T Technologies if V&T Technologies is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, V&T Technologies has failed to remedy the breach within 15 Business Days’ of receipt of written notice from the Customer describing the breach and calling for it to be remedied.

19.3 V&T Technologies may terminate this Agreement by giving at least 15 Business Days’ notice to the Customer if the Customer is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the Customer has failed to remedy the breach within 15 Business Days of receipt of written notice from V&T Technologies describing the breach and calling for it to be remedied.

19.4 V&T Technologies may remove any Data and/or suspend the Services and/or terminate this Agreement immediately by giving written notice to the Customer:

19.5 A $100 reinstatement charge applies to reactivate any suspended account once full payment has been received.

20 Events Following Termination

20.1 Upon termination of this Agreement, V&T Technologies will:

20.2 Upon termination of this Agreement, the Customer will immediately:

20.3 The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement.

20.4 This clause 20 will survive the termination or expiry of this Agreement.

21 Dispute Resolution

21.1 Disputes

21.2 Negotiation

21.3 Arbitration

21.4 This clause 21 will survive the termination or expiry of this Agreement.

22 Subcontracting

22.1 The Parties agree V&T Technologies may engage subcontractors to perform the Services on its behalf.

23 Insurance

23.1 Each Party will effect and maintain at its own expense relevant insurance policies.

24 Non-Solicitation

24.1 The Customer will not solicit or entice away, any person or organization that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, V&T Technologies, during the Term of this Agreement.

24.2 This clause 24 will survive the termination or expiry of this Agreement.

25 GST

25.1 Taxable supply

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.

25.2 Adjustment events

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.

25.3 Payments

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.

25.4 GST terminology

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).

25.5 This clause 25 will survive the termination or expiry of this Agreement.

26 General

26.1 Notices

26.2 Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.

26.3 Waiver

Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.

26.4 Powers, rights and remedies

Except as provided in this Agreement or permitted by law, the powers, rights and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.

26.5 Consents or approvals

Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.

The Services may be subject to the export control laws of the United States and other jurisdictions. Customer must comply with all applicable export laws. Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports. Customer must not permit users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

26.6 Assignment

No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Parties. Any purported dealing in breach of this clause 26.6 is of no force or effect.

26.7 Further assurance

Each Party must promptly do all things and execute all further documents necessary to give full force and effect to this Agreement and their obligations under it. This subclause will survive the termination or expiry of this Agreement.

26.8 Costs and expenses

Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation and execution of this Agreement and any document relating to it.

26.9 Relationship of Parties

26.10 Independent legal advice

Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.

26.11 Severance

26.12 Entire agreement

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.

26.13 Amendment

To the extent permitted by law, we may, at any time and at our discretion, vary this Agreement by notifying you via your Account dashboard and publishing varied terms on the Site. Subject to clause 12.12, such variation will take effect upon your use of the Services after such notification which will be deemed to be your agreement to such variation. It is Customer’s responsibility to check their Account dashboard and the Site regularly for modifications to this Agreement. If you do not agree to a variation you may terminate this Agreement pursuant to clause 19.1.

26.14 Cumulative Rights

26.15 Governing law and jurisdiction

This Agreement is governed by the laws of Western Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Western Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Services may be accessed in Australia and overseas. We make no representations that the Services comply with the laws of any country other than Australia. If Customer accesses the Services from outside Australia, it does so at its own risk and is responsible for complying with the laws in the place in which it accesses the Services.

27 Definitions and Interpretation

27.1 Definitions

In this Agreement, unless defined in the preceding clauses or the context otherwise requires:

Additional Costs means any additional costs, expenses, damages or losses suffered or incurred by V&T Technologies.

Authorised User means the user(s) permitted to use the SaaS Services in accordance with the Plan specified in the Customer Account, or such other users identified by V&T Technologies through an audit, including additional Authorised Users.

Business Day means a day on which banks are open for general banking business in Western Australia, 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.

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 V&T Technologies, any content uploaded by the Customer or Personnel to V&T Technologies’ System, or otherwise accessed by V&T Technologies in providing the Services.

Dispute has the meaning given in clause 22.1(a).

Dispute Notice has the meaning given in clause 22.2(a).

Agreement means this agreement.

Fee means the fee set out in on the Site, or otherwise as set out in an Order Form agreed by the Parties.

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:

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.

Order Form means any form (including an electronic form), either executed by the Parties or agreed to by the Customer online, that sets out the commercial terms of the Services to be provided to Customer under this Agreement. All order forms incorporate, and are subject to this Agreement.

Party means a party to this Agreement from time to time, and Parties means all of them.

Personnel means in relation to a Party, any employee, contractor, officer and agent of that Party.

Plan means the applicable monthly, quarterly or annual Customer Fee plan which provides for certain Service features and a number of Authorised Users tier.

Products means hardware or software.

Professional Fee means the fee agreed by the Parties for any Professional Services in accordance with clause 5.

Professional Services means the services to be provided by V&T Technologies pursuant to this Agreement for the customization and or integration of the SaaS Services.

Related Body Corporate has the meaning given in section 9 of the Corporations Act.

SaaS Licence is defined in clause 3.1.

SaaS Services means the Software as a Service described on the Site.

Script means a script of computer program code provided by us that Customers must place in their website in order for certain features of the SaaS service to work.

Services means the SaaS Services, Support Services and any Professional Services, to be provided or licensed by V&T Technologies to the Customer on the terms and conditions set out in this Agreement.

Software means the software used to provide 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 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 specified in the Customer Account.

Third Party Applications means any software, products, tools, or applications that are used in connection with the Services that are not owned by us.

Variation means a change to the Plan or SaaS Licence after the date of this Agreement.

Variation Fee means any variation to the Fee as a consequence of the Variation.

27.2 Interpretation

In this Agreement, unless the context otherwise requires:

For any questions, please contact us at:

V&T Technologies Pty. Ltd.

Last update: 23 October, 2018

“Simple yet powerful geo redirects”

Dante A.
Get started in minutes
No credit card required
Free on-boarding support
Your Privacy

We uses cookies to improve your experience on our site, analyse site traffic and to show you relevant content. By using our website, you consent to our use of cookies. For more information please, see our Privacy Policy