Entegy Supply Terms

1. Entegy Pty Ltd ACN 156 242 385 (we/us/our) operate the Platform and offer the Services.

2. We have agreed to grant you Access to the Platform and to provide you with the Services on the terms set out in this Agreement.

2.1 Term of Agreement

This Agreement commences on the Acceptance Date and continues until terminated under clause 12 (Term).

2.2 Continuation of Agreement

Where you have selected an Account Type which involves an ongoing subscription, we will notify you at least 60 days prior to the conclusion of the initial billing period (or Rollover Period as the case may be) this Agreement will continue for the Rollover Period, unless terminated in accordance with clause 12.

3.1 Acceptance

1. By accepting these Terms you are creating a legally enforceable agreement between you and us. You accept these Terms when you: 

1. indicate you agree to these Terms by clicking the appropriate box to access the Platform; and

2. create an account with us to enable you to access a Licence (as defined in paragraph 4.1(a)) (Entegy Account).

2. Any Project Admin (as defined in clause 5.4) that accepts these Terms on your behalf represents and warrants to us that:

1. they are duly authorised to accept this Agreement and to bind you to this Agreement; and

2. to the extent they purport to accept this Agreement on your behalf and are not duly authorised to do so, that person will be liable in their personal capacity and will indemnify us against any Loss suffered as a result of such purported acceptance.

4.1 Access

1. Subject to sub-clause (b), we grant you and your Authorised Users with Access to the Platform on a worldwide, revocable, non-exclusive, non-sublicensable and non-transferable basis during the Term (Licence).

2. The Licence is provided on the following conditions:

1. you must:

1. only Use the Platform in accordance with this Agreement;

2. only Use the Platform for the purposes it was expressly intended, as set out in the User Documentation;

3. comply with all reasonable and lawful directions that we may give from time to time with respect to your Use (or the Use of your Authorised Users) of the Platform;

4. only Use the Platform for events held by you or your business;

5. protect all our Intellectual Property Rights in the Platform, the User Documentation and our Sales Collateral at all times from unauthorised access, use, damage or duplication;

6. procure that all your Authorised Users only Use the Platform in accordance with the stipulations of this Agreement;

7. maintain the security of:

1. your account log in information; and

2. all Data that has been uploaded to or recorded in the Platform; and

8. cooperate with us in remediation of any security breach, unauthorised use or misuse of the Platform and promptly report all such matters that you become aware of to us; 

2. you must not:

1. be involved in any business activity that is unlawful or that we reasonably consider would be likely to adversely impact upon our reputation;

2. allow or engage any third party to conduct development work on the Platform or any Features without first obtaining our written consent, which we may withhold in our sole discretion;

3. interfere or disrupt the operation of the Platform nor attempt to do so;

4. grant access to the Platform to anyone other than your Authorised Users, unless we provide you with our express written consent; 

5. gain access to or utilise any data other than your Data or the Data of your Authorised Users; and

6. subject to any right under, sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act, either directly or indirectly, modify, attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or the Services.

4.2 Services

We will provide the Services to you in a professional manner with due care, skill and diligence.

4.3 Features

We will provide you with a list of available Features and an indication of the cost of activating them upon receipt of Notice from you. If you purchase a Feature you are granted a licence to it on the terms contained in sub-clause 4.1.

4.4 Updates

1. Once the Platform has been updated the provision of the New Services will be governed by the terms of this Agreement. 

2. We may from time to time unilaterally make modifications to the Services, Platform and the Features (provided such variations do not limit your rights or enjoyment) and will provide Notice of any changes made that are likely to impact you, prior to the changes taking effect.

3. As a consequence of New Service offerings and/or modifications, contemplated in sub clauses (a) and (b), we may need to make reasonable amendments to the provisions of this Agreement. We will provide you with reasonable notice prior to these changes coming into effect, at which point if you agree or continue to use the Services, the variation(s) to this Agreement will be deemed to have been accepted. 

4. We reserve the right to unilaterally make such changes, along with other minor alterations to the Platform that do not adversely affect your rights and obligations under this Agreement. Any change made pursuant to this sub clause will apply immediately upon Notice of the variation being provided to you. 

5. Where your rights and obligations under this Agreement are adversely affected, you will be able to terminate this agreement in accordance with the procedure in clause 12.3. 

4.5 Migration

1. Where you have requested migration assistance, we will migrate User Data and your pre-existing Content Data into the Platform and ensure its proper configuration in accordance with your instructions.

2. The cost of any additional migration will be charged on a time and material basis in accordance with our then prevailing hourly rates.

4.6 Training and User Documentation

1. We will deliver training in accordance with your Account Particulars. Training will either be web-based or onsite.

2. The cost of additional training will be charged on a time and materials basis in accordance with our then prevailing hourly rates. 

3. We provide User Documentation within the Platform that contains sufficient information to enable you to make full and effective use of the Platform and the Services.

4.7 Support

1. We will use our best endeavours to provide Support Services to you. Support Services provided by us under this Agreement exclude any issues specified in the Support Document including problems related to your Systems.

2. You may at any time request that we provide additional maintenance, software support and training services (Additional Support Services). The fees for Additional Support Services will be provided by us upon receipt of a written request from you. 

3. For the avoidance of doubt, we are under no obligation to provide Additional Support Services.

5.1 Account establishment

1. To create an Entegy Account you must provide us with your:
2. 1. full name;
   2. unique email address; and
   3. your company name (where applicable), (your Account Data).
3. You are responsible for migrating all Content Data (unless you have specifically requested migration assistance from us) and properly establishing the accounts of your Authorised Users (Account Establishment).
4. You acknowledge and agree that the Services provided by us require proper Account Establishment. If this does not occur:
5. 1. the Services may not be able to be provided, or if they are provided the Service deliverables may be adversely affected;
   2. your Authorised Users may be required to re-establish their accounts before Services are provided; and
   3. we will not be liable to you for any Loss suffered due to the Services not being provided or the Service deliverables being adversely affected.

5.2 Experienced Authorised Users

You must ensure that a sufficient number of your Representatives receive training and familiarise themselves with the User Documentation to enable you to properly address and troubleshoot all internal technical and operational issues that are designated as your responsibility in the Support Documentation.

5.3 Projects

1. By utilising the Services, you will be able to create Projects via the Platform.
2. You are permitted to provide Access and a sublicence to any Project you create to your Authorised Users and End Users. You may restrict the level of control available to your Authorised Users and End Users through the Platform in accordance with clause 5.4.
3. Each Project must strictly conform with the Project Guidelines in all respects, including its commencement date, duration, number of End Users, geographic locations and continuity.

5.4 Level of control

You may control the level of Access to any Project you create by assigning your Authorised Users and End Users one of the following user roles:

Project Admin: full access that can perform all tasks on the Platform;

Communication: ability to send push notifications and emails to End Users (based on permissions);

Kiosks Companion: ability to search for profiles, update information, remotely print name badges to kiosks, restricted access to Project (front-facing only);

Interactive Sessions: access for your audio visual or staff to facilitate polling session discussions or question and answers, restricted access to Project (End User information only);

Create Profile: ability to create End User profile but no access to edit or view End User profiles;

Edit Profile: ability to view and edit End User profiles;

View Profile: ability to view list of End User profiles;

Design: ability to edit appearance of Project (front-facing only);

Element Settings: ability to control how products are used and viewed;

Content Full Control: ability to add and edit Content Data; and

Content Limited Control: restricted ability to edit Content Data.

5.5. Project Expiry

Each Project, and the user roles assigned within that Project, will expire after a period of 6 months from the completion of the Project.

You cannot send any notifications or communications within a Project after its expiry.

The Project Admin will have limited access to view and copy Content Data from a Project after its expiry for a period of 3 months.

5.6 Marketing and promotion

You must ensure that a sufficient number of your Representatives familiarise themselves with the Services, the Platform and our Sales Collateral enabling you to perform marketing and promotional activities in accordance with the Sales Strategy.

5.7 Your Data

You must and must ensure your Authorised Users do not record or upload any sensitive or private information regarding any person to the Platform. If this occurs, you acknowledge and agree that this information is entirely at your risk.

You acknowledge and agree that all Data will be stored by our server host (Amazon Web Services) in either of the following locations, at your selection:

New South Wales, Australia;

North Virginia, United States of America; or

Frankfurt, Germany.

We acknowledge and agree that:

title to your Data remains with you in all respects and we do not obtain ownership of any Intellectual Property Rights in it; and

where your Data or that of your Authorised Users is held or stored by us:

you grant us a licence to hold and store the Data for any purpose related to our obligations under this Agreement; and

it is held or stored on your behalf.

5.8 Systems

You are responsible for obtaining and maintaining all your Systems.

5.9 Equipment

You are responsible for obtaining and maintaining any equipment and ancillary services needed by your Authorised Users to connect to, access or otherwise Use the Platform and receive the Services.

5.10 Your warranties

You represent, warrant and undertake that:

1. you own or have an unrestricted right to use all of your Content Data that is uploaded or recorded by you or on your behalf, including the right to authorise us to store the Content Data and use it in the provision of the Services;
2. we are authorised to use and store Content Data that has been Uploaded for the purpose of delivering the Services;
3. all Data that you provide to us under this Agreement is compliant with Applicable Privacy Laws;
4. our use and storage of the Content Data contemplated in sub-clause (a) will not infringe any Applicable Privacy Laws;
5. where the GDPR applies, you will comply with the GDPR Terms;
6. you have the capacity and authority to enter into and to perform this Agreement; and
7. this Agreement is accepted by a duly authorised representative of yours and legally binds you.

5.11 Your acknowledgements

You acknowledge and agree that:

1. computer and telecommunications services are not fault free and occasional periods of downtime may occur;
2. we are not responsible for the availability of third-party streaming services and where you choose to rely on the availability of such services you do so at your own risk;
3. we may propose changes to this Agreement to the extent that such changes are necessitated by any variations to Applicable Privacy Laws which will apply immediately upon Notice of the variation being provided to you, provided these changes do no materially later the nature of this Agreement or either party’s obligations;
4. we may publish your branding and testimonials on our Platform or on any of our other promotional material for the purpose of representing that you are a client of ours, provided we comply with our confidentiality obligations contained in clause 11; and
5. in addition to any other rights or remedies we may have, we may suspend or terminate any Authorised User’s access to the Platform at any time and without any liability to you in the event that we are reasonably of the view that an Authorised User breaches or is likely to breach a provision of this Agreement.

6.1 General

We will:

1. comply with the Applicable Privacy Laws in relation to your Data; 
2. use our best endeavours to maintain the Certifications;
3. where the GDPR applies, we will comply with the GDPR Terms;
4. where the CCPA applies, we will comply with the CCPA Terms;
5. provide you and your Authorised Users with reasonable notice of scheduled maintenance to the Platform;
6. use adequate security systems and procedures to safeguard and prevent third party access to all Data; 
7. conduct general server maintenance as and when reasonably required to minimise disruptions;
8. host all Data; and
9. 1. ensure that the Platform, Services and the Features will be provided in accordance with:

   2. 1. this Agreement; 

      2. applicable Laws; and 

      3. substantially in accordance with our marketing material.

6.2 Data

When processing any of your Data, we must: 

1. treat your data as Confidential Information; 

2. implement, maintain and enforce appropriate and industry best practice technical and organisational measures to protect the data from any misuse, Loss, interference unauthorised access, modification or disclosure as further set out in our Data Security Documentation;

3. subject to any third party hosting issue, ensure that you always have the ability to access your Data while it is in control and provide that data to you promptly upon request; 

4. if any of your data is lost, destroyed, corrupted or altered in connection with the provision of the Services, take all practicable measures to immediately restore that Data; 

5. immediately notify you if we become aware of any suspected or actual misuse or loss of, interference with or unauthorised access to, modification of or disclosure of, your data or any personal information (a Data Breach) or if we are required by law to disclose any of your data for any reason;

6. comply with any reasonable direction from you with respect to remedying or addressing a Data Breach; 

7. inform and co-operate with you in the event of any risk regarding the security of your data;

8. ensure that our Personnel who have access to your data comply and agree to comply with this sub clause 6.3 to the same extent as us; and 

9. comply with any reasonable additional data security requirements you have which you notify us of.

7.1 General

1. Each Party retains all right, title and interest in and to the Intellectual Property Rights in any Background IP.
2. You agree to grant to us a worldwide, non-exclusive, royalty-free, non-transferable, non-sub-licensable and revocable licence for the Term to use the any Background IP you may provide solely to the extent necessary us to supply the Services in accordance with this Agreement.
3. We own all Intellectual Property Rights in the Platform, the Services, the Improvements and the Features and nothing in this Agreement affects Moral Rights in this regard.
4. Nothing in this Agreement is to be construed as an assignment of ownership of Intellectual Property Rights subsisting in your Data from you to us.
5. For the avoidance of doubt nothing in this Agreement prohibits us from using our Intellectual Property Rights to provide the Services and Features to third parties, even if they are the same or substantially the same as those provided to you.

7.2 Improvements

You acknowledge and agree that all Intellectual Property Rights in the variations, additions and alterations to the Platform, Features and the Services are owned by us, even where suggested by you.

For the avoidance of doubt, this does not affect the ownership of Intellectual Property Rights in any material, information, or data that you load into the Platform.

7.3 Intellectual Property Indemnities

1. You agree to fully indemnify us against any Loss that we incur as a result of your Background IP infringing the rights of a third-party.
2. Subject to clause 7.3(c), we agree to indemnify you against reasonable Loss that the Company incurs related to the Background IP, the Platform, Features or Services infringing the rights of a third-party.
3. We have no obligation to indemnify you under clause 7.3(b) if any infringement, suspected infringement or alleged infringement arises from:
4. 1. use of the Background IP, the Platform, Features or Services in combination by any means and in any form with other services not specifically approved by us;
   2. use of the Background IP, the Platform, Features or Services in a manner or for a purpose not reasonably contemplated or not authorised by us;
   3. modification or alteration of the Background IP, the Platform, Features or Services without our prior written; or
   4. any transaction entered into by you relating to the Background IP, the Platform, Features or Services without our prior written consent.

8.1 Subscription Fees

1. Subject to clause 8.2, you will be automatically charged the Fees at the frequency and in the amount set out in your Account Particulars, which you will be notified of:
2. 1. at the time of selecting an Account Type; and
   2. whenever there are any changes to our Fees under clause 8.5.
3. Our Fees will be charged in the currency applicable for your region.
4. You will through the Platform have the ability to purchase ad-hoc or premium features. Where you elect to purchase such features, the fees associated with those features will be notified to you and charged to you in addition to any other Fees associated with your use of the Platform, including in respect of any Subscription Plan that you have purchased.

8.2 Promotional Offers

1. From time to time, we may offer special promotional offers including discounts.
2. Eligibility to receive special promotional offers including discounts is determined by us at our sole discretion.
3. We reserve the right to revoke special promotional offers at any time.

8.3 Expenses

Any costs and reasonable out-of-pocket expenses which are necessary to provide the Services (Expenses), including but not limited to travel, accommodation and personnel travel time, will be paid or reimbursed (as the case may be) by you where we have received prior written approval from you regarding the incurring of the Expense. We will submit documentation as evidence as is reasonably required by you to verify the Expense that has been incurred.

8.4 Disputed Fee

1. If you dispute any Fees or Subscription Fees charged you must pay the portion not in dispute and provide Notice to us within seven (7) days of the charge clearing in your nominated payment method of your reasons for dispute.
2. Within a reasonable time of receiving the notice, we will address your reasons of dispute, to enable a prompt and amicable resolution. If the dispute cannot be resolved within seven (7) days of our response, then the dispute must be referred to the procedure contained in clause 15.

8.5 Fee Changes

1. Subject to clause 8.5(b) you agree that on 1 July each calendar year we may increase:
2. 1. our Fees or Subscription Fees under this Agreement; and
   2. and any other charges we reasonably determine.
3. Prior to increasing any fees pursuant to 8.5(a) we will provide you with at least 30 days’ Notice of the proposed increase.
4. Notwithstanding any other provision of this Agreement, if you do not agree to the proposed fee increase pursuant to 8.5(a), you may terminate this Agreement without penalty on and from the date of the proposed fee increase.

8.6 Late Payment

1. If you fail to make payment within the time required under this Agreement we may:
2. 1. charge you an Admin Fee;
   2. charge interest on the overdue amount at the Default Rate as from the first day that payment is overdue to the date we receive payment in full of all overdue amounts; and
   3. charge you for all reasonable costs and expenses incurred by us in recovering any outstanding Fees or charges, including legal fees (on a solicitor and own client basis), court costs, and debt collection fees, which you must pay upon demand.
3. You acknowledge and agree that where you have failed to make payment within the time required under this Agreement, we may at our sole discretion and without notice to you, suspend or limit your access to our Platform and Services until all overdue payments have been received.
4. You hereby release and hold us harmless in respect of any Loss that you suffer as a consequence of the exercise by us of any of our rights pursuant to 8.6(b).

8.7 GST

Unless otherwise expressly stated, all amounts under this Agreement are exclusive of GST. If GST is imposed on any supply made under or in accordance with this engagement and GST has not been accounted for in determining the consideration payable for the supply, then we may recover from you an amount on account of GST.

1. Whilst you and your Authorised Users have Access under a trial account you are not required to pay Fees.
2. A trial account is only granted for a limited time, as published on the Platform or as otherwise agreed to by us in our sole discretion.

10.1 Authorised Representative

You must:

1. appoint an Authorised Representative (or where you fail to, you acknowledge and agree that your first Authorised User will be deemed to be your Authorised Representative) who will be responsible for the oversight of this Agreement and receipt of the Services (Representative Purpose);
2. ensure your Authorised Representative co-operates with any request made by us in respect of anything related to this Agreement; and
3. give us Notice any time the Authorised Representative is replaced or their details change.

10.2 Authority

1. You covenant that the Authorised Representative has full authority to act on your behalf in any way relating to the Representative’s Purpose;
2. You acknowledge and agree that we may rely on any written representation, direction or communication made by the Authorised Representative that relates to the Representative’s Purpose, as if the Authorised Representative were you; and
3. You must release and hold us harmless from our reliance upon any such direction or representation made by the Authorised Representative.

11.1 Recipient must keep Confidential Information confidential

Each party must:

1. keep confidential all Confidential Information;
2. only use Confidential Information for the purpose of providing or receiving (as the case may be) the Services; and
3. procure that its Personnel comply with sub-clauses (a) and (b).

11.2 Disclosure exceptions

1. The obligations in clause 11.1 do not apply:
2. to the extent necessary to enable a party to make any disclosure required by Law;
3. to the extent necessary to enable a party to perform its obligations under this Agreement;
4. where disclosure is required for any audit, quality assurance or insurance purposes as is reasonably required;
5. to the extent necessary to receive professional (legal or financial) advice;
6. to any disclosure agreed in writing between the parties; or
7. in respect of any portion of the Confidential Information which has entered the public domain other than as a result of a breach of this Agreement.

11.3 Restrictions

The Parties undertake to one another to not during this Agreement or for a period of 12 months after it is terminated or expires:

1. solicit, canvass, induce or encourage any person who was at any time during the term of this Agreement a director, employee or agent of the other party to leave the other party’s employment or agency; or
2. do anything that would or would be likely to interfere with the relationship between the other party’s clients, customers, employees, partners or suppliers.

11.4 Acknowledgement of injunctive relief

Each party acknowledges that a breach of this clause 10 may cause the other party irreparable damage for which monetary compensation may not be an adequate remedy. Accordingly, in addition to other remedies that may be available, each party may seek and obtain injunctive relief against such a breach or threatened breach.

12.1 Termination by notice

1. You may terminate this Agreement at any time by providing us with written Notice of your intent to terminate. You will continue to have access to the Services through to the end of your then current billing period.
2. We may terminate this Agreement upon the provision of sixty (60) days written Notice to you of our intent to terminate.

12.2 Termination for breach

Either Party may, without prejudice to its other rights or remedies, terminate this Agreement with immediate effect by written notice to the other Party, in the event of:

1. any material breach of the Agreement by the other Party which is not remedied within 30 days after the service on the Party in default of a written Notice specifying the nature of the breach and requiring that the same be remedied; or
2. the other Party becoming Insolvent.

12.3 Termination for adverse effect

You may terminate this Agreement with immediate effect by written notice to us, in the event of an update to the Platform, Services or Features that adversely affects your rights and obligations under this Agreement, which is not remedied within 90 days after the service on us of a written Notice specifying the nature of the adverse effect the update has caused you.

12.4 Effect of Agreement ending

Upon termination or expiry of this Agreement:

1. you will be given a reasonable opportunity to download and export all Data. You acknowledge and agree that we will delete your Data six (6) months after the expiration or termination of this Agreement. We will not be liable to you or your Authorised Users in any way where you have failed to obtain your Data before it is deleted;
2. you must pay all outstanding Fees, and other charges due to us under this Agreement up to the date of termination;
3. each party must destroy the other parties Confidential Information received under this Agreement and certify such destruction in writing; and
4. any accrued rights or liabilities of either Party or any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination will not be affected.

12.5 Completion of Ongoing Projects

1. You acknowledge and agree that after this Agreement expires or is terminated for any reason, you have no further right to receive the Services in relation to establishing new Projects.
2. Upon the termination or expiry of this Agreement, we may require you to complete the creation and delivery of each of the existing Projects. The provisions of this Agreement will remain binding and in force until the ongoing Projects are completed.

13.1 Your indemnity

You agree to indemnify us and to keep us indemnified against any Loss that may be incurred by us arising from or in connection with (directly or indirectly):

1. any breach or default by you, your Authorised Users or your Representatives of this Agreement (including any breach of warranty);
2. any Claims made by any Authorised User of yours in connection with the grant of their sublicence to the Project;
3. a negligent act or omission by you, your Authorised Users or your Representatives;
4. your failure to comply with any Law; and
5. the failure of your Authorised Users or your Representatives to comply with any Law.

13.2 Our indemnity

We agree to indemnify you and to keep you indemnified against any Loss that may be incurred by you arising from or in connection with (directly or indirectly):

1. any breach or default by us, our Authorised Users or our Representatives of this Agreement (including any breach of warranty);
2. a negligent act or omission by us or our Representatives;
3. our failure to comply with any Law; and
4. the infringement of any third-party intellectual property rights as a result of the delivery of the Services, unless you:
5. 1. you do not notify us of the other person's Claim within 10 Business Days after becoming aware of it;
   2. our ability to defend the Claim has been prejudiced by your non-compliance with any of your obligations under this Agreement;
   3. you do not give us reasonable assistance (based on the circumstances) in defending the Claim; or
   4. you do not permit us to have control of the defence of the Claim and all related settlement negotiations.

13.3 Exclusion of liability

To the maximum extent permitted by Law, neither party will not be liable to the other for any Consequential Loss arising out of or in connection with this Agreement, the delivery of the Services or the use of the Platform

13.4 Limit of liability

1. Except as expressly provided by this Agreement, the Platform is provided on an “as is” basis without any representation, warranty or guarantee as to quality, condition or fitness for purpose and we do not warrant that the Platform will be free of defect, uninterrupted, accurate, complete, current, stable, bug free, error free or available at any time in respect of its operation.
2. To the extent permitted by Law, except in relation to liability for personal injury, property damage or an infringement of confidentiality or Intellectual Property Rights, each party’s liability is limited to the net payment made pursuant to this Agreement in the immediately preceding 12 months from when the cause of action arose.
3. We have no responsibility or liability whatsoever as a consequence of any Loss suffered by you as result of:
4. 1. any Data being lost, destroyed or damaged by the Platform or a third-party provider of cloud based storage or hosting; or
   2. any third-party software malfunctions or malfunctions in the Platform caused as a result of interference by a third party.

13.5 Exclusion of other Terms

1. Subject to sub-clause (b), any condition, guarantee or warranty which would otherwise be implied in this Agreement is hereby excluded.
2. Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by ss 51 to 53 of the Australian Consumer Law) is limited (at our election) to us providing the Services again (including providing the Service deliverables or Feature/s again) or the payment of the cost of having the Services or Feature/s supplied again.

Any notices given under or in connection with this Agreement:

1. must be in legible writing and in English;
2. must be either:
3. 1. addressed to a party’s contact address as specified in this Agreement or as otherwise notified by a party to the other party from time to time; or
   2. in our case, sent to the:
   3. 1. Authorised Representative’s contact address you have provided; or
      2. Authorised Representative by internal mail or notification within the Platform;
4. must be:
5. 1. delivered to that party’s address;
   2. sent by pre-paid mail to that party’s address;
   3. issued via the Platform to the Authorised Representative; or
   4. sent by email to that party’s email address;
6. will be deemed to be received by the addressee:
7. 1. if delivered by hand, at the time of delivery;
   2. if sent by post, on the third Business Day after the day on which it is posted, the first Business Day being the day of posting;
   3. if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth); or
   4. if sent via the Platform at the time it is sent.

1. If a dispute arises out of or relates to this Agreement (Dispute) a party to the Agreement may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with this clause, except where the party seeks urgent interlocutory relief.
2. A party claiming that a Dispute has arisen must give a Notice (Dispute Notice) to the other party or parties to this Agreement specifying the nature of the Dispute. The parties must then negotiate in good faith to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation or determination or similar techniques agreed to by them.
3. If the Parties do not resolve the Dispute within fourteen (14) days of receipt of the Dispute Notice (or such further period as agreed in writing by them) any party to the Dispute may refer the Dispute to mediation by a mediator nominated by the President or the nominee of the President for the time being of the Queensland Law Society Incorporated.
4. Each party must bear its own costs in connection with resolving the Dispute and the Parties must bear equally the costs of any mediator engaged.
5. Any information or documents disclosed by a party under this clause must be kept confidential and may not be used except to attempt to resolve the dispute.

1. If a dispute (Dispute) arises between some or all parties to this Agreement (Participants) that arises out of or in connection with this Agreement (including any dispute as to the validity of this Agreement) which they cannot resolve, then the parties agree that before any court or arbitration proceedings (other than for urgent interlocutory relief) are commenced with respect to the Dispute, the following steps must be taken to attempt to resolve the Dispute.
2. The party claiming that a Dispute has arisen must deliver to the Participants a notice containing particulars of the Dispute (Dispute Notice).
3. During the period of 10 Business Days after delivery of the Dispute Notice, or any longer period agreed in writing by the Participants (Initial Period), the Participants must use their reasonable endeavours and act in good faith in an attempt to resolve the Dispute.
4. If the Participants cannot resolve the Dispute within the Initial Period then unless they all agree otherwise, the Participants must refer the Dispute to the Resolution Institute for the facilitation of a mediation according to the Resolution Institute’s Mediation Rules.
5. If within 10 Business Days after the referral of the Dispute to the Resolution Institute the Participants have not agreed upon the mediator or any other relevant particular, the mediator and the particular not agreed will be determined in accordance with the Resolution Institute’s Facilitation Rules.
6. All Participants must participate in the mediation in good faith and cooperate with the Resolution Institute as a facilitator.

17.1 Essential terms

Clauses 3, 4, 5, 6, 7, 8 and 11 are essential terms of this Agreement.

17.2 Survival

The obligations of clauses 11, 12, 13 survives the termination of this Agreement.

17.3 Amendments

Subject to the provisions of this Agreement, this Agreement may only be varied by a further written agreement accepted by or on behalf of each of the parties.

17.4 Force majeure

Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure. If a delay or failure of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended. If a delay or failure by a party to perform its obligations due to Force Majeure exceeds thirty (30) days, either party may immediately terminate this Agreement on providing Notice to the other party.

17.5 Assignment

1. We may, upon Notice in writing to you, assign or otherwise transfer the benefit of all or any part of this Agreement to any other person or entity.
2. Neither any rights, benefits or liabilities relating to this Agreement may be assigned by you without our prior consent, which will not be unreasonably withheld.

17.6 Consents

Unless this Agreement expressly states otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under this Agreement. To be effective any consent under this Agreement must be in writing.

17.7 Costs

Each party will pay their respective costs and expenses of in connection with the negotiation, preparation, execution, and performance of this Agreement.

17.8 Entire Agreement

This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect. You warrant that you have not relied on any representation made by us which has not been stated expressly in this Agreement.

17.9 Further acts

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.

17.10 Jurisdiction

This Agreement is governed by the Law in force in the State of Queensland Australia and each party submits to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to determine appeals from those courts, in relation to any proceedings that may be brought at any time relating to this Agreement.

17.11 No Merger

No right or obligation of any party will merge on completion of any transaction contemplated by this Agreement.

17.12 Severability

Any provision of this Agreement that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of this Agreement which shall remain in force.

17.13 Waiver

1. Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by Law or under this Agreement by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by Law or under this Agreement.
2. Any waiver or consent given by any party under this Agreement will only be effective and binding on that party if it is given or confirmed in writing by that party and no waiver of a breach of any term of this Agreement will operate as a waiver of another breach of that term or of a breach of any other term of this Agreement.

18.1 Definitions

In this Agreement:

Acceptance Date means the date that acceptance occurs under clause 3.2.

Access means to make a fully functioning version available for Use.

Account Data has the meaning given in sub clause 5.1(a).

Account Establishment has the meaning given in sub clause 5.1(a).

Account Type means the category of account you have selected during the Account Establishment process.

Activity Data means usage data, checklist instance usage data (steps ticked, comments added, files attached, collaborators added), procedure acceptance, task completion, procedure review history data and any other relevant log information captured by the Platform from time to time.

Admin Fee means a fee payable by you as a consequence of a late payment which is calculated based on the reasonable costs incurred by us relating to recovery.

Agreement means this document, the Special Conditions (if any) and includes any annexures, schedules and appendixes to them.

Applicable Privacy Laws means relevant Laws relating to personal data that apply to a party, including:

1. the Privacy Act 1988 (Cth);
2. the GDPR;
3. the ePR; and
4. the CCPA.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Authorised Representative means the suitably qualified, authorised and informed representative that has been nominated to act on your behalf with respect to this Agreement.

Authorised Users means any user of the Platform that you have authorised in accordance with this Agreement including administrative users and platform users, but does not include End Users.

Associate means:

1. in relation to a corporation, any Related Body Corporate , any director, any person that has a substantial holding (as that term is defined in the Corporations Act) in the corporation, any person with whom the corporation is acting, or proposes to act, in concert and any person with whom the corporation is, or proposes to become, associated in any other way whether formally or informally; and
2. in relation to a natural person, their spouse, any relative (including adoptive) of the person or the person’s spouse, or any corporation in respect of which the person is an associate because of clause (a) above.

Background IP means the Intellectual Property of a party:

1. which existed before the date of this agreement; or
2. which that party subsequently develops independently of, and for purposes unconnected with, this agreement.

Business Day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays in Brisbane, Australia.

CCPA means the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 - 1798.199).

CCPA Terms means those terms set out in Schedule 2.

Certifications means certifications from the International Organisation for Standardization in information security management systems (ISO 27001) and quality management systems (ISO 9001).

Claim includes a demand, claim, action, dispute or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent.

Content Data means information and content relating to events that are contained in or to be contained in Projects, including images, descriptions, videos, graphics and symbols.

Confidential Information means information that is by its nature confidential and is designated by a party as confidential or a party knows or ought to know is confidential, other than information which is or becomes public knowledge otherwise than by breach of this Agreement or any other confidentiality obligation.

Consequential Loss means indirect economic loss, loss of income or profit, loss or damages resulting from wasted management time, damage to goodwill or business reputation, loss of contract, loss of data, liability under other agreements or to third parties, loss of opportunity or any other special, indirect, remote or punitive loss or damage.

Copyright Act means the Copyright Act 1968 (Cth).

Corporations Act means the Corporations Act 2001 (Cth).

Data means User Data, Activity Data and Content Data collectively.

Data Breach has the meaning set out in 6.3.

Data Security Documentation means a document that sets out all our data security policies and procedures, as updated by us from time to time.

Default Rate means the compound interest rate of 10% which is taken to accrue on a daily basis.

End Users means each individual user profile that is capable of obtaining Access to a Project.

ePR means the e-Privacy Directive (Directive 2002/58/EC) (ePD) or the proposed Regulation on Privacy and Electronic Communications once it repeals and replaces the ePD.

Entegy Account means your membership account which you use to access the Platform.

Establishment Services means training, Sales Strategy and other Platform establishment activities.

Features mean adaptive technology (hardware), template software add-ins and 3rd party integrations, as offered by us from time to time, that are additional to the Services.

Fees mean the fees payable to us for our provision of Access and our rendering of Services, which as at the Acceptance Date are equal to the amount published on the Platform.

Financial Officer means the suitably qualified, authorised and informed representative that you nominate to represent you with respect to your internal financial management.

Force Majeure means any cause beyond the reasonable control of a party and which that party is unable to overcome by the exercise of reasonable diligence and at a reasonable cost, including a pandemic, an act of God, fire, earthquake, storm or flood, and the failure of third-party equipment, software, technology or other services necessary for the performance of a party’s obligations under this Agreement.

GDPR means EU General Data Protection Regulation (Regulation (EU) 2016/679) and any EU member state or UK Laws implementing GDPR.

GDPR Terms means those terms set out in Schedule 1

Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.

GST Law has the meaning given to it in the A New Tax System (Goods and Development Services Tax) Act 1999 (Cth).

Insolvent means if a person is insolvent or an insolvent under administration, or has a controller appointed (each as defined in the Corporations Act), are in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up, subject to any arrangement, assignment or composition, protected from creditors under any statute, dissolved (other than to carry out a reconstruction whilst solvent) or otherwise unable to pay debts when they fall due.

Intellectual Property Rights means all intellectual property rights, including the following rights:

1. copyright, patents, rights in circuit layouts, trademarks, designs, trade secrets, know how, and any right to have confidential information kept confidential;
2. any application or right to apply for registration of any of the rights referred to in paragraph (a); and
3. all rights or a similar nature to any of the rights in paragraphs (a) and (b) which may subsist,

whether or not such rights are registered or capable of being registered.

Improvement has the meaning given in sub clause 7.2 and Improve has a corresponding meaning.

Law includes any requirement of any statute, rule, regulation, proclamation, ordinance or by-law, present or future, and whether state, federal or otherwise.

Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable.

Moral Right means moral rights as defined in the Copyright Act 1968 (Cth).

New Services means services offered by us in addition to the Services described in this Agreement (including services which extend, alter, improve or add functionality to the Services).

Notice means a notice given under or in connection with this Agreement that adheres to the requirements in clause 14.

Personnel means employees and/or contractors.

Platform means our cloud-based content management system software through which we provide the Services.

Platform Terms mean the terms and conditions governing an Authorised User’s Access to the Platform.

Platform Services means event technology empowering you and your Authorised Users to deliver customised event applications and solutions via the Platform being:

1. attendee engagement;
2. gamification and networking tools;
3. live audience polling, Q&A, chat room style discussion;
4. attendance tracking;
5. lead generation;
6. self-serve badge printing kiosk software;
7. event registration; and
8. advanced wayfinding.

Project means an instance, being a mobile or web-based application for an event.

Project Guidelines mean our documentation (as amended from time to time) provided to you which sets out parameters that further define a Project.

Representative of a person means an officer, employee, contractor, professional adviser or agent of that person

Representative Purpose has the meaning given in clause 10.1.

Related Entity has the meaning it has in section 9 of the Corporations Act.

Rollover Period means a duration of time equal to the initial billing period that arises:

1. at the expiration of the initial billing period; and
2. again in perpetuity on the expiry of each earlier Rollover Period.

Sales Collateral means documentation of ours relating to the marketing and promotion of the Platform and the Services.

Sales Strategy means the customised strategy developed by us for you to most effectively utilise and commercialise the Services.

Services mean Establishment Services, Platform Services and Support Services individually, jointly or collectively as the context requires.

Subscription Fees means the Fees payable on a month-to-month basis for Access to a Subscription Plan.

Subscription Plan refers to our Service delivery plan in which you subscribe to receive our Services on a month-to-month basis.

Support Services means telephone and online support provided during Business Hours on Business Days to you by us that relate to the operation and function of the Platform and the delivery of the Services.

Support Documentation means our documentation which sets out our support obligations to you, particularly, our specific support duties and our response times.

System means all computer firmware, middleware, protocols and other computer programs and all computer hardware, peripheral equipment, networks, communications systems and other equipment of whatever nature, used in your receipt of the Services and Access to the Platform.

Term has the meaning given in clause 2.

Training means the training, feedback and guidance provided by the Process Analysts in response to your demonstrated usage of the Platform and Services.

Use means to load, execute, display and perform.

User Data means all data that relates to the holder of an account enabling Access to the Platform or a Project including restriction/access rights, user details (personal information) and communication data (private and public).

User Documentation means any material we have provided or made available to you containing technical and/or practical information regarding Use by you and your Authorised Users of the Platform and receipt of the Services.

18.2 Interpretation

In interpreting this Agreement, unless the context provides otherwise:

1. the singular includes the plural and vice versa, and a gender includes other genders;
2. another grammatical form of a defined word or expression has a corresponding meaning;
3. a reference to a rule, paragraph or schedule is to a rule or paragraph of, or schedule to, this Agreement and a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
4. a reference to time is to time in Brisbane Queensland, Australia;
5. a reference to a person includes a natural person, partnership, body corporate, association, and any Government Agency;
6. a reference to a party means a party to this Agreement and includes the party’s executors, administrators, successors, substitutes (including by novation) and assigns;
7. a reference to a group of persons is to any 2 or more of them taken together and to each of them individually;
8. a reference to the whole is to each part of it;
9. a reference to a statute, regulation, code or provision of a statute, regulation or code includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
10. “including” and similar expressions are not words of limitation;
11. costs and expenses include legal costs and expenses on a full indemnity basis;
12. conduct includes an omission, statement or undertaking, whether or not in writing;
13. "property" or “asset” includes all property and assets of any nature, including a business, and all rights, revenues and benefits;
14. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it;
15. if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day;
16. where time is to be calculated by reference to a day or event, that day or the day of that event is excluded;
17. a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act; and
18. headings and table of contents are for ease of reference only and do not affect interpretation.

18.3 Parties

1. If a party comprises 2 or more persons, a reference to that party includes each and any 2 or more of them, and this Agreement binds each of them separately and any 2 or more of them jointly.
2. A party that is a trustee is bound both personally and in its capacity as a trustee.
3. The relationship between the parties is an independent contracting relationship.
4. Nothing in these Terms will be construed as creating a partnership or any other relationship between the Parties, or provide any exclusivity in the relationship between the Parties or the provision of the Services.

These GDPR Terms apply where the GDPR is applicable and are incorporated by reference into the Agreement. To the extent these GDPR Terms conflict with any other provisions of the Agreement, these GDPR Terms are to prevail.

19.1 Definitions

Controller has the meaning given in the GDPR.

Data Subject has the meaning given in the GDPR.

Data Protection Laws means all laws and regulations, including laws and regulations of the European Union (EU), the European Economic Area (EEA) and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement including the GDPR.

DP Losses means all liabilities, including:

1. costs (including legal costs);
2. claims, demands, actions, settlements, charges, procedures, expenses, losses and damages (whether material or non-material, and including for emotional distress);
3. to the extent permitted by applicable law:
4. 1. administrative fines, penalties, sanctions, liabilities or other remedies imposed by a data protection authority or any other relevant Regulatory Authority;
   2. compensation to a Data Subject ordered by a data protection authority to be paid by Processor;
   3. the costs of compliance with investigations by a data protection authority or any other relevant Regulatory Authority.

GDPR means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of personal data and on the free movement of such data.

Personal Data means any information relating to an identified or identifiable natural person as defined in the GDPR that is Processed by a Processor as part of providing the services to a Controller under the Agreement.

Personal Data Breach has the meaning given in the GDPR.

Process has the meaning given in the GDPR.

Processor has the meaning given in the GDPR.

19.2 Scope of contract and Distribution of Responsibilities

1. The parties agree that, for Processing Personal Data, you are a Controller and we are a Processor.
2. We must Process Personal Data relating to the Agreement only on your behalf and in accordance with these GDPR Terms.
3. Each party is responsible for complying with their own respective obligations as a Controller and a Processor under the Data Protection Laws.

19.3 Processing Instructions

1. We will process Personal Data in accordance with your instructions. These GDPR Terms contain your initial instructions to us.
2. You may communicate any change in your initial instructions to us by way of Notice. We must abide by such instructions following receipt.
3. For the avoidance of doubt, any instructions that would lead to processing outside the scope of the Agreement (e.g. because a new Processing purpose is introduced) will require a new prior written agreement between the parties.
4. Where instructed by you, we must correct, delete or block Personal Data.
5. We must promptly inform you in writing if, in our opinion, your instructions infringe Data Protection Laws, along with an explanation of our basis.
6. We will not be liable for any DP Losses arising from or in connection with any processing made in accordance with your instructions.

19.4 Processor Personnel

We will restrict our Personnel from Processing Personal Data without authorisation. We will impose appropriate contractual obligations upon our Personnel, including relevant obligations regarding confidentiality, data protection and data security.

19.5 Disclosure to Third Parties; Data Subjects Rights

1. We will not disclose Personal Data to any third party (including any government agency, court, or law enforcement) except in accordance with this Agreement, with your written consent or as necessary to comply with applicable mandatory laws.
2. If we are obliged to disclose Personal Data to a law enforcement agency or third party, we agrees to give you reasonable notice of the request prior to granting access, to allow you to seek a protective order or other appropriate remedies. If such notice is unenforceable, we will take reasonable measures to protect the Personal Data from undue disclosure as if it were our own Confidential Information being requested and will inform you promptly if and when the notice becomes enforceable.
3. If you receive any request or communication from Data Subjects which relates to the Processing of Personal Data (Request), we must provide you with full cooperation, information and assistance (Assistance) in relation to any such Request.
4. Where we receive a Request, we must:
5. 1. not directly respond to such Request;
   2. forward the request to you within 3 Business Days of identifying the Request as being related to you; and
   3. provide you with Assistance.

19.6 Technical and Organisational Measures (“TOMs”)

1. We must implement and maintain appropriate technical and organisational security measures to ensure that Personal Data is Processed according to these GDPR Terms, to provide Assistance and to protect Personal Data against a Personal Data Breach.
2. We will document the implemented TOMs and must provide you with such documentation upon request including information about our Certifications and any audits that occur in respect of our Certification.

19.7 Assistance with Data Protection Impact Assessment

Where a Data Protection Impact Assessment (DPIA) is required under applicable Data Protection Laws for the Processing of Personal Data, we will provide you with reasonable cooperation and assistance enabling you to fulfill your obligation to carry out a DPIA as it relates to your receipt of the Services.

19.8 Information Rights and Audit

We will upon your written request:

1. make such information as is necessary to demonstrate our compliance with our obligations under the Data Protection Laws available to you.
2. make available information relating to the audits of our Certifications.

19.9 Data Incident Management and Notification

In respect of a Personal Data Breach that involves us or our Personnel, we must:

1. notify you of the breach without undue delay (but in no event later than 72 hours after becoming aware of the incident);
2. make reasonable efforts to identify the cause of such incident and take steps we deem necessary and reasonable to remediate the cause of the incident to the extent that it is within our reasonable control; and
3. provide reasonable information, cooperation and assistance to you in relation to any action to be taken in response to a Personal Data Breach under Data Protection Laws, including regarding any communication of the Personal Data Breach to Data Subjects and national data protection authorities.

19.10 Subprocessing

1. You consent to our engagement of the following third party subprocessors to process Personal Data we receive under the Agreement for the purposes of fulfilling our obligations under the Agreement:
2. 1. Amazon Web Services;
   2. Mailgun;
   3. Detectify;
   4. Secuna; and
   5. any other service providers notified by us from time to time.
3. We will provide you with at least fifteen (15) days’ notice, prior to the appointment or replacement of any subprocessor. You may object to the appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, we will either not appoint or replace the subprocessor or, if that is not possible, you may suspend or terminate the Agreement and receive a pro rata refund of fees paid under the Agreement for the unexpired portion of the Term.
4. We must ensure that we have carefully selected our subprocessor with particular regard for the suitability of the subcontractor’s TOMs. We have entered a written agreement with each Sub-processor containing data protection obligations on the Sub-processor equivalent to those in these GDPR Terms and the Agreement.
5. Where the subcontractor fails to fulfil its data protection obligations under the subcontracting agreement, we remain fully liable to you for the fulfilment of our obligations under these GDPR Terms.

These CCPA Terms apply where the CCPA is applicable and are incorporated by reference into the Agreement. To the extent these CCPA Terms conflict with any other provisions of the Agreement, these CCPA Terms are to prevail.

20.1 Definitions.

In these CCPA Terms:

Personal Information and Service Provider have the meanings given in the CCPA.

20.2 Personal Information Usage Restriction: Business Purposes

Except as otherwise expressly provided in the Agreement, we must not collect, retain, process, disclose, or otherwise use Personal Information collected from your digital marketing touchpoints for any reason other than fulfilling our express obligations to you under this Agreement.

20.3 Third-Party Service Providers

We may disclose Personal Information collected from your digital marketing touchpoints to third-party Service Providers in connection with the fulfillment of our obligations under this Agreement, provided that the disclosure is subject to a written agreement between us and the relevant third-party Service Provider that imposes terms with respect to the treatment of the personal information that are equivalent to those contained in this Agreement. Any such disclosure will be considered a disclosure for a business purpose.

20.4 Compliance

We may disclose Personal Information collected by your digital marketing touchpoints where necessary to:

1. comply with any Law;
2. comply with a valid civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, or local authorities compelling us to disclose;
3. cooperate with any Government Authority concerning conduct or activity that we reasonably and in good faith believes may violate any Law; or
4. exercise or defend a Claim.

20.5 Consumer Rights Requests

1. We may disclose Personal Information collected by your digital marketing touchpoints to relevant consumers in response to a consumer rights request made to us under the CCPA.
2. We agree to assist you in complying with your obligations under the CCPA with regard to answering consumer rights requests by granting access or deleting Personal Information collected by your digital marketing touchpoints that we are in possession or control of, provided that you verify such requests and provides us with a means to find the relevant data (i.e. appropriate subject identifiers).