In the Agreement, unless the context otherwise requires:
Business Day means any day on which banks are open for business in Brisbane, Queensland, excluding 27-31 December.
Business Hours means the hours of 8:30am to 5:30pm (Brisbane time) during a Business Day.
Confidential Information means any information that concerns the business, operations or affairs of the discloser that is disclosed to, or otherwise acquired by the recipient, at any time in connection with the Agreement or the performance of the Services, and which:
Deliverable means a tangible or intangible item that is produced by Engag3d Pty Ltd in providing the Engag3d service.
Force Majeure Event means an event or cause beyond the reasonable control of the party claiming force majeure including, without limitation, acts or omissions of third party network operators or suppliers, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes or lockouts.
Government Agency means any government or governmental, semi-governmental, administrative, municipal, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
GST has the meaning given to that term in the GST Act.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event means an event where an administrator, liquidator, receiver, manager and receiver or any other administrator is appointed over the assets of the business of the entity, or if the entity enters into any composition with its creditors.
Intellectual Property Rights means any intellectual or industrial property rights (including a patent, copyright, trade mark, design, rights in relation to Confidential Information, rights in relation to circuit layouts and similar rights, in each case whether or not registered) granted under any Laws anywhere in the world, but excluding any non-assignable moral rights and similar non-assignable personal rights of an author.
Personnel means any of a party's officers, employees, agents and representatives involved either directly or indirectly in the provision of the Services; and
Services means the services to be provided by Engag3d Pty Ltd through the Engag3d service.
Sub-Contractor means any person engaged by Engag3d Pty Ltd in accordance with clause 15 to perform all or any part of the Services on behalf of Engag3d Pty Ltd.
Subject to the terms of the Agreement, the Customer must pay the Charges to Engag3d Pty Ltd for the provision of the Services or any goods supplied with the Services.
Title in any goods supplied with the Services passes to the Customer upon receipt of full payment for the goods. The risk in the goods passes upon delivery of the goods to the Customer. For the purpose of this Agreement, "goods" includes the rights to use software. For the avoidance of doubt, nothing in this clause transfers any Intellectual Property Rights in such software or processes and frameworks used by Engag3d Pty Ltd in the delivery of the Services.
The Customer must:
The Customer warrants that it has obtained all necessary permissions to enable Engag3d Pty Ltd to perform the Services, including without limitation any work permits required at the Customer's premises.
All notices to the other party must be sent by email or letter, the details of which are: Engag3d Pty Ltd
Level 22, 127 Creek St
Brisbane, QLD 4000
The Agreement comprises the entire agreement between the parties and supersedes all prior contracts, arrangements, understandings or representations (if any) between the parties in respect of the Services.
No other terms and conditions in any document or purchase order issued by the Customer will form part of the Agreement for the performance of the Services, notwithstanding the signing of any such document by a representative of the Customer or Engag3d Pty Ltd for any reason. Such terms and conditions will be of no legal effect.
The relationship between the Customer and Engag3d Pty Ltd is a relationship of principal and independent contractor. Nothing in the Agreement will be construed to create a relationship of employment, agency or partnership.
The Agreement is governed and interpreted in accordance with the Laws in force from time to time in the State of Queensland and the parties unconditionally submit to the non-exclusive jurisdiction of the courts in that State.
No waiver of or variation to the Agreement will be binding on the parties unless in writing signed by the parties.
The Agreement can be amended, modified, varied or supplemented by Engag3d Pty Ltd at any time and will be communicated to the Customer accordingly.
Where the consent, approval or agreement of a party is required under the Agreement, that consent, approval or agreement must not be unreasonably withheld or delayed.
Any provision in the Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of the Agreement or the validity or enforceability of that provision in any other jurisdiction.
Each party must bear its own costs arising out of the negotiation, preparation and execution of the Agreement.
Each party acknowledges that it has received independent legal advice prior to executing the Agreement, or has had the opportunity to seek such legal advice but waives its right to do so.
In this Agreement: