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www.thechangeroadmap.com
www.thechangeroadmap.com.au
Effective Date: 1st July 2023
This privacy policy (hereinafter "Privacy Policy") deals with the protection of your privacy while you use our website which is hereinafter referred to as "the website" and which is located at: www.thechangeroadmap.com
The website is owned and operated by: The Change Roadmap (hereinafter "we" or "us")
We are committed to the protection of your privacy while you use the website. We take your privacy very seriously so we urge you to read this policy very carefully because it contains important information about:
- who we are
- how and why we collect, store, use and share personal information
- your rights in relation to your personal information, and
- how to contact us and supervisory authorities in the event that you have a complaint.
(a) In this Privacy Policy, unless the context otherwise requires, the following rules of interpretation shall apply:
(I) Words referring to one gender include every other gender.
(II) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(III) Words referring to a person or persons include companies, firms, corporations, organisations and vice versa.
(IV) Headings and titles are included in this Privacy Policy for convenience only and shall not affect the interpretation of this Privacy Policy.
(V) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Privacy Policy and the events contemplated by it.
(VI) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(a) The Change Roadmap owns this website. We collect, use and are responsible for certain personal information about you. When we do so we are regulated under Australian privacy laws. We may also be regulated by the General Data Protection Regulations ("GDPR") which apply across the European Union ("EU"), including the United Kingdom ("UK") and we may be responsible as "controller" of that personal information for the purposes of those laws.
(a) We collect personal information in a number of ways when you use our website.
(b) We use your personal information to help us improve your experience with our website.
(c) This section provides further information about the information we collect, how we collect it, and the purposes for which we collect it.
Personal information you provide to us
(I) We collect the following personal information that you provide to us:
Name
Email address
Phone number
Billing address
Credit card details (not stored)
(II) We collect this information in the following ways:
When subscribing to The Change Roadmap product
When registering for training or coaching services
The information is collected through disclosure of such information by you, through our website.
(III) We collect this information for the following purposes:
To enable us to provide the product or service you have requested and to authenticate you as the correct user.
Cookies and similar technologies
(I) A cookie is a small text file which is placed onto your computer or electronic device when you access our website. Similar technologies include web beacons, action tags, local shared objects ("flash cookies") and singlepixel gifs. Such technologies can be used to track users' actions and activities, and to store information about them. We use these cookies and/or similar technologies on this website.
(II) For example we may use cookies to monitor and/or collect the following information:
Your login details in order to login to the software and remain logged in.
(III) This information helps us to build a profile of our users. Some of this information may be aggregated or statistical, which means that we will not be able to identify you individually.
(IV) In addition it should be noted that in some cases our cookies or similar technologies may be owned and controlled by third parties who will also collect personal information about you.
(V) On the first occasion that you use our website we will ask whether you consent to our use of cookies. If you do not, cookies will not be used. Thereafter you can opt-out of using cookies at any time or you can set your browser not to accept cookies and the websites below tell you how to remove cookies from your browser. However, some of our website features may not function as a result.
(VI) For further information on our use of cookies, please see our cookies policy.
(VII) For further information on cookies generally visit www.oaic.gov.au, www.aboutcookies.org or www.allaboutcookies.org.
(a) Notwithstanding the preceding clause, in relation to some of your personal information, you can choose not to provide it to us. However, if you do so, some features of our website may not work as intended. In addition, there are some categories of personal information that you must provide to us in order to use our website (you cannot choose to withhold it). In particular, you are required to provide the following information:
Name
Email address
Phone number
(b) This is to enable us to do the following:
To enable us to provide the product or service you have requested and to authenticate you as the correct user.
(c) We will inform you at the point of collecting information from you, whether you are required to provide the information to us.
(a) You acknowledge and agree that if you publish or submit personal information in publicly accessible sections of the website (such as forums, bulletin boards, chat rooms, or other similar sections), then you are solely responsible for the release of that personal information and we are not liable or responsible in relation to the release of that personal information.
(a) If you receive an email from us in relation to the website and would prefer not to receive such correspondence in the future, you may follow the instructions in the email to opt out of future correspondence. You may also contact us, using the details at the bottom of this Privacy Policy, in order to opt out of future correspondence. We will make all reasonable efforts to promptly comply with your requests. However, you may receive subsequent correspondence from us while your request is being handled.
(a) We do not combine, link or aggregate any of your personal information with other personal information of yours which we are holding.
(a) We may share your information with law enforcement agencies in connection with any investigation to help prevent unlawful activity.
(b) We may provide some of your personal information from time to time to third party service providers so that they can help us to serve you.
(c) We may use third party service providers to assist with information storage (such as cloud storage).
(d) We may provide some of your personal information to third party service providers for the purpose of analysing data or tracking usage. For example, we may use these services to find out where page requests come from, dates and times of page requests, details of any website that referred you to the website and other details about your usage of the website. This information enables us to understand patterns of usage of the website, and to improve the website.
(e) We may use third party service providers to host the website. If this occurs, that third party service provider is likely to have access to some of your personal information.
(f) We may use third party service providers to fulfil orders in relation to the website.
(g) We may use third party service providers for the following additional services in relation to the website:
Provide technical support
(h) However, we only share your personal information with a third party service provider if that provider agrees to our privacy standards as set out in this Privacy Policy.
(i) Notwithstanding the other provisions of this Privacy Policy, we may provide your personal information to a third party or to third parties in order to protect the rights, property or safety, of us, our customers or third parties, or as otherwise required by law.
(j) We will not knowingly share your personal information with any third parties other than in accordance with this Privacy Policy.
(k) If your personal information might be provided to a third party in a manner which is other than as explained in this Privacy Policy, you will be notified. You will also have the opportunity to request us not to share that information.
(l) We promise not to spam you, or to sell or rent your personal information to anyone else.
(a) We will hold your personal information for the following periods:
Name, email address and phone number will be kept for a period of 7 years from the time you became a subscriber of The Change Roadmap or purchased other services from us.
(b) Your personal information will be kept, in a form which permits your identification, for no longer than is necessary for the purposes which we have described in this Privacy Policy.
(c) Notwithstanding the preceding sub-clause hereof, your personal information may be stored for longer periods insofar as the personal information will be processed solely for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes (subject to implementation of the appropriate technical and organisational measures required by the GDPR in order to safeguard your rights and freedoms).
(a) We rely on the following as the lawful basis (or bases) on which we collect and use your personal information:
- legal obligation: the processing is necessary for us to comply with the law (not including contractual obligations).
- vital interests: the processing is necessary to protect someone's life. - public task: the processing is necessary for us to perform a task in the public interest or for our official functions, and the task or function has a clear basis in law.
- contract: the processing is necessary for a contract we have with you, or because you have asked us to take specific steps (such as provide a quote) before entering into a contract.
(11) ADDITIONAL PROVISIONS REGARDING COLLECTION, USE AND STORAGE
(a) In addition we may deal with your personal information in the following specific circumstances:
As a business product, The Change Roadmap is aimed at adult age customers therefore does not intend to capture personal information of those under the age of 18. If we do collect personal information while you are under 18 and you subsequently use the Change Roadmap after you have turned 18 you will be taken to have consented to us retaining such personal information as we acquired prior to you turning 18 years of age.
(a) Part or all of our business may be merged, restructured or sold including but not limited to through an ordinary sale of business or of stock, a corporate reorganisation, a change in control, bankruptcy or insolvency proceedings.
(b) In the event that such a merger, restructure or sale occurs as described in the preceding sub-clause hereof, we may transfer your personal information, including personally identifiable information, as part of that merger, restructure or sale.
(a) By continuing to use the website, you agree to the terms of this Privacy Policy. You acknowledge, agree and accept that no transmission of information or data via the internet, or electronic storage of data, is completely secure. You acknowledge, agree and accept that we do not guarantee or warrant the security of any information that you provide to us, and that you transmit such information at your own risk. However, we take the protection and storage of your personal information very seriously.
(b) We have appropriate security measures in place to prevent personal information from being accidentally lost, or used or accessed in an unauthorised way. We limit access to your personal information to those who have a genuine business need to know it. Those processing your information will do so only in an authorised manner and are subject to a duty of confidentiality.
(c) We will also use technological and organisation measures to keep your information secure. These measures may include the following:
User account access is controlled by unique username and password. All data is stored on secure servers. Payment details are not stored. Data is encrypted in communication using SSL.
(d) We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable regulator of a suspected data security breach where we are legally required to do so.
(e) Indeed, while we will use all reasonable efforts to secure your personal data, in using the site you acknowledge that the use of the internet is not entirely secure and for this reason we cannot guarantee the security or integrity of any personal data that are transferred from you or to you via the internet. If you have any particular concerns about your information, please contact us using the details below.
(a) Our business is based in Australia.
(b) We may need to share some of the information that we collect about you from the UK and/or the European Economic Area ("EEA") with organisations both inside and outside Australia. In some cases, we may need to ask you before we do this.
(c) Australia has strict data protection laws but they vary in some respects from the data protection laws in the UK and the EEA. In addition, the European Commission has not given a formal decision that Australia provides an adequate level of data protection similar to that which applies in the UK and EEA.
(d) We might also store your information in cloud storage or some other form of networked storage. This storage may be accessible from various countries via the internet, which means it is not always practicable to determine the countries in which your information might be stored or accessed. If this occurs, then this might mean that your information is disclosed in countries other than those listed above.
(e) Many countries outside of the UK and the EEA do not have the same data protection laws as the UK and EEA. In addition, the European Commission may not have given a formal decision that the relevant countries provide an adequate level of data protection similar to that which applies in the UK and EEA.
(f) If we transfer, share, store or handle your information outside of the UK or the EEA, it will only be done with relevant protections in place. We will take steps to ensure that your information will be protected in accordance with applicable data protection laws and in accordance with legally recognised data transfer mechanisms, for example:
- where the European Commission has given a formal decision that the relevant country provides an adequate level of data protection similar to that which applies in the UK and EEA
- by adopting a European Commission approved contract, or standard data protection clauses in the form of template transfer clauses adopted by the Commission, that will safeguard your privacy rights and give you remedies in the unlikely event of a security breach
- in accordance with a set of European Commission approved binding corporate rules that will safeguard your privacy rights and give you remedies in the unlikely event of a security breach
- subject to our compliance with an approved code of conduct approved by a supervisory authority that will safeguard your privacy rights and give you remedies in the unlikely event of a security breach
- subject to the terms of our certification under an approved certification mechanism as provided for in the GDPR that will safeguard your privacy rights and give you remedies in the unlikely event of a security breach
(g) Any transfers to these countries will be undertaken on the basis that the country, territory or one or more specific sectors in that country, or an international organisation ensures an adequate level of protection.
(h) For more information on the basis of any non-EEA transfers, our safeguards or Commission details, please contact us as described below.
(a) We are committed to ensuring that any of your personal information which we are holding is accurate and kept up to date.
(b) We will take all reasonable steps to ensure that personal information which is inaccurate (having regard to the purposes for which it was processed) is erased or rectified without delay.
(c) You have the right to request access to any of your personal information which we are holding.
(d) You have the right to request that any of your personal information which we are holding be updated or corrected.
(e) In order to request access, an update or a correction to your personal information, you may contact us using the details at the end of this Privacy Policy.
(a) Under the GDPR you have a number of important rights, including the rights to:
- fair processing of information and transparency over how we use your personal information
- access to your personal information and to certain other supplementary information that this Privacy Policy is already designed to address - require us to correct any mistakes in your information which we hold
- require the erasure of personal information concerning you in certain situations, (such as if the purpose for which we collected the personal information is no longer necessary or required)
- receive the personal information concerning you which you have provided to us, in a structured, commonly used and machine-readable format and have the right to transmit those data to a third party in certain situations - object at any time to processing of personal information concerning you for direct marketing
- object to decisions being taken by automated means which produce legal
effects concerning you or similarly significantly affect you
- object in certain other situations to our continued processing of your personal information
- otherwise restrict our processing of your personal information in certain circumstances
- claim compensation for damages caused by our breach of any data protection laws
(b) For further information on each of those rights, including the circumstances in which they apply, refer to the Office of the Australian Information Commissioner
(https://www.oaic.gov.au/) or see the Guidance from the UK Information Commissioner's Office (ICO) on individual's rights under the GDPR (http://ico.org.uk/for-organisations/guide-to-the-general-data-protectionregulation-gdpr/individual-rights/)
(c) If you would like to exercise any of these rights please:
- email, call or write to us
- let us have enough information to identify you
- let us have proof of your identity (a copy of your driving license, passport or a recent credit card/utility bill)
- let us know the information to which your request relates
(d) From time to time we may also have other methods to unsubscribe (opt-out) from any direct marketing including for example, unsubscribe buttons or web links. If such are offered, please note that there may be some period after selecting to unsubscribe in which marketing may still be received while your request is being processed.
This Privacy Policy is subject to the laws of New South Wales, Australia and each party submits to the jurisdiction of the courts of New South Wales, Australia.
(a) We take customer satisfaction very seriously. If you have a complaint in relation to our handling of your personal information, we will endeavour to handle it promptly and fairly. For your information, an overview of our complaints handling procedure is as follows:
(I) Any complaints are forwarded to our complaints officer for review. We aim to review all complaints within 7 days of receiving them (although this cannot be guaranteed). If necessary, the complaints officer may then refer the complaint to another section within our organisation for consideration. If further information is required, we may contact you to request that information. If we accept fault in relation to the complaint then we will propose a resolution (which may or may not be the same as any resolution proposed by you). If we do not accept fault, then we will contact you to advise you of this. We aim to complete this entire process within 21 days, provided that we are provided complete information in the first place (although this cannot be guaranteed). However, if you do not provide complete information then this is likely to delay the handling of your complaint.
(II) If you have a complaint in relation to our handling of your personal information, you should use the following procedure to lodge your complaint with us:
Email us using the email at the end of this privacy policy.
(III) If you are not satisfied with our response to your complaint, you may refer your complaint to the relevant external dispute resolution organisation in your area.
(IV) The GDPR also gives you the right to lodge a complaint with a supervisory authority, in particular in the European Union (or European Economic Area) state where you work, normally live or where any alleged infringement of data protection laws occurred. The supervisory authority in Australia is the Office of the Australian Information Commissioner (https://www.oaic.gov.au/) and the supervisory authority in the UK is the Information Commissioner (https://ico.org.uk/concerns/).
(a) This Privacy Policy was last updated on 1st May 2023.
(b) We may change this Privacy Policy from time to time. You should check this
Privacy Policy occasionally to ensure you are aware of the most recent version
that will apply each time you access this website. We will also attempt to notify users of any changes by:
Notice in the news section of the website.
(a) If you have any questions about this Privacy Policy or the information we hold about you, please contact us by:
email: info@thechangeroadmap.com
BETWEEN The Change Roadmap (ABN 28627278536) ("Software Provider") AND the party which has agreed to purchase the Product subject to this Agreement ("Client").
(1) BACKGROUND
The Software Provider owns all rights in the Product and Services.
The Client wants to use the Product and Services.
The Parties have agreed for the Client and the Authorised Users to have web-based access to the Product and Services, through a server which is hosted by the Software Provider, on the terms set out in this Agreement.
In consideration of the matters described above, and of the mutual benefits and obligations described in this Agreement, the receipt of which and the sufficiency of which are hereby acknowledged, the Software Provider and the Client hereby agree as follows:
(2) DEFINITIONS
In this Agreement, the following definitions apply:
"ACL" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).
"Agreement" means this Agreement for Software as a Service.
"Agreement Date" means the date that the Client registers for the Product and agrees to this Agreement.
"Authorised Users" means any persons named in the "Authorised Users" section of this Agreement.
"Claims" means any claims, losses, proceedings, damages, punitive damages, penalties, demands, fines and liabilities whether criminal, civil, in tort, in contract or otherwise.
"Client" means the party that has registered for the Product and agreed to this Agreement.
"Client Account" means the Client's account which has been registered with the Software Provider.
"Client Data" means any personal information, data or other information which the Client submits or the Software Provider otherwise acquires in connection with the Client's use of the Product, Services or Documentation.
"Commencement Date" means the date that the Client entered this Agreement.
"Confidential Information" has the meaning described in the "Confidential Information" clause of this Agreement.
"Documentation" means any documentation or materials related to the Product, such as instructional materials which the Software Provider provides as part of the Services.
"Fees" means fees paid by the Client to the Software Provider in accordance with this Agreement.
"GST" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law.
"GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
"Intellectual Property" means the Product, the Services, the Documentation ("Items") and any amendments, modifications or updates to the Items, any copies of the Items, any customised versions of the Items, any third party products or materials that are used in the Items, and any related products or services provided by the Software Provider or any subcontractor, representative or other third party on behalf of the Software Provider, to the Client or any third party on behalf of the Client. This may include but is not limited to code, software and, processes, business systems, business know-how, trade secrets, moral rights, goodwill, designs, copyrights, patents, trademarks, trade dress, industrial design, circuit layout rights, trade names, business names, brand names, logos, or other similar rights, or rights to apply for any of these rights.
"Losses" means any losses including but not limited to financial losses, expenses, damages, costs including legal fees, legal costs and other expenses of any nature whatsoever.
"Party" means either the Client or the Software Provider.
"Parties" means the Client and the Software Provider collectively.
"Product" means the software product to be provided by the Software Provider to the Client, as described in the "Product" clause of this Agreement.
"Receiving Party" in relation to a piece of Confidential Information means the Party which receives the Confidential Information from the other Party (whether directly or indirectly).
"Services" means the services to be provided by the Software Provider to the Client, the specific description of which is set out in this Agreement.
"Software Provider" means The Change Roadmap.
"Supplying Party" in relation to a piece of Confidential Information means the Party which supplies the Confidential Information to the other Party (whether directly or indirectly).
"Termination Date" means the earlier of the date that this Agreement is terminated by the Client or the Software Provider, or the date of expiry of this Agreement.
"Term" has the meaning set out in the "Term" clause of this Agreement.
"Third Party Materials" has the meaning set out in the "Third Party Materials" clause of this Agreement.
"We" or "Us" means the Software Provider, The Change Roadmap.
"Website" means the Software Provider's website which is located at: www.thechangeroadmap.com.
(3) INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.
(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.
(e) Any reference to time is a reference to time in New South Wales.
(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.
(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.
(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.
(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.
(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.
(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.
(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.
(4) TERM
(a) This Agreement applies for the following fixed period of time ("Term"): 1 year.
(b) This Agreement applies throughout the Term including any renewal or auto-renewal period.
(5) CLIENT
(a) To register for the Product and Services, the Client must enter their identifying details in their Client Account.
(b) The terms and specifications set out in the Client Account, including the Client's identifying details, form part of this Agreement.
(6) PRODUCT AND SERVICES
(a) This Agreement relates to the following Product:
The Change Roadmap framework, process and software
(b) This Agreement relates to the following Services:
The Change Roadmap product access via the web-based platform
(c) Subject to the terms of this Agreement, the Software Provider grants the Client access to the Product and agrees to provide the Services to the Client.
(7) CLIENT RIGHTS AND OBLIGATIONS
(a) Subject to the terms of this Agreement, and subject to the Client's compliance with the terms of this Agreement and payment of all Fees, the Software Provider grants the Client the following rights:
(I) the royalty free, non-exclusive, non-transferable, worldwide, limited right to access and use the Product and Services for the Client's commercial or personal purposes and that of the Client's Authorised Users on the terms set out in this Agreement.
(II) the right to access and use the Product and Services during the Term of this Agreement including any renewal or auto-renewal period;
(III) the right to access and use any Documentation related to the Product, the Services and the Client Account;
(IV) the right to share the Product, Services and Documentation with any Authorised Users strictly in accordance with this Agreement; and
(V) the right to make copies of the Documentation if reasonably required by the Client in order to use the Product and Services in accordance with this Agreement, provided that such copies of the Documentation will be the property of the Software Provider, will contain the Software Provider's copyright notices, and will be deleted by the Client upon the termination of this Agreement.
(b) The Client may only use the Product, Services and Documentation in accordance with this Agreement.
(c) The Client must:
(I) ensure that the Product, Services and Documentation are protected at all times from unauthorised use, damage or destruction;
(II) ensure that the Product, Services and Documentation are not used or accessed by any unauthorised person or entity;
(III) follow all reasonable instructions that the Software Provider may give in relation to the Product, Services or Documentation;
(IV) comply with any reasonable requests that the Software Provider may make and provide any information or documentation reasonably requested by the Software Provider in order to verify that the Client is using the Product, Services and Documentation in accordance with this Agreement;
(V) grant the Software Provider (or the Software Provider's agent) with any access to the Client's facilities and systems that the Software Provider reasonably requires in order to verify that the Client is using the Product, Services and Documentation in accordance with the terms of this Agreement; and
(VI) upon the termination of this Agreement, promptly delete any copies (whether full or partial copies) of the Product, Services or Documentation that the Client may have, so that such copies will be permanently removed from the Client's systems and facilities (including any cloud storage systems) and will be irretrievable by the Client.
(d) The Client is solely responsible for ensuring that it has the appropriate equipment, facilities or infrastructure to access the Product and Services, including but not limited to internet connection, sufficient bandwidth, software, and hardware.
(e) The Software Provider reserves the right to provide any instructions to the Client regarding the Client's use of the Product and Services which the Software Provider considers in its sole discretion to be reasonably necessary to ensure that the Product and Services are available and are operating effectively, efficiently and reliably.
(8) CLIENT RESTRICTIONS
(a) The Client must not use the Product, Services or Documentation in any way which does not comply with this Agreement.
(b) The Client must not use the Product, Services or Documentation for any unlawful purpose.
(c) The Client must not use the Product, Services or Documentation in a way which could damage the Product, Services or Documentation or which could harm the Software Provider's business.
(d) The Client must not reverse engineer, decompile, disassemble, extract, modify, or otherwise copy the Product, Services or Documentation except in accordance with this Agreement or with the express written approval of the Software Provider.
(e) The Client must not violate the security or functionality of the Product, Services or Documentation via any circumvention of security tools or encryption, any unauthorised access, any data mining or any interference with any data, network, systems or other users.
(f) The Client must not sell, assign, licence or transfer the Client's rights under this Agreement to any other person or entity.
(g) Unless otherwise expressly agreed by the Software Provider, the Client must not use the Product, Services or Documentation for the purpose of gathering email addresses, harvesting data and/or personal information from people or entities and/or for sending unsolicited emails.
(h) The Client must not use the Product, Services or Documentation to violate any of the Software Provider's intellectual property rights, or the intellectual property rights of any third party.
(i) The Client must not use the Product, Services or Documentation to harass, abuse, or threaten any other person or entity or to otherwise violate any other person or entity's legal or moral rights.
(j) The Client must not use the Product, Services or Documentation to commit any fraud.
(k) The Client must not use the Product, Services or Documentation to distribute, share, upload or publish any obscene or defamatory material, or any material which incites violence, hatred, discrimination towards any person, group of people, or community.
(l) The Client must not use the Product, Services or Documentation to distribute, share, upload or disseminate any computer viruses, malware, or any other software which may cause harm to any property, person or entity.
(m) The Client must not use the Product, Services or Documentation to engage in any unlawful gambling, sweepstakes or pyramid schemes.
(n) The Client must not use the Product, Services or Documentation to unlawfully gather information about other people or entities.
(o) The Client acknowledges and agrees that the Client is responsible for the actions of any of the Client's Authorised Users, that the Client is responsible for ensuring that the Authorised Users use the Product, Services and Documentation in accordance with this Agreement, and that the Client is responsible for monitoring the Client's Authorised Users to ensure that they are using the Product, Services and Documentation in accordance with this Agreement.
(9) AUTHORISED USERS
(a) For the purposes of this Agreement, any persons named in the Client Account as authorised to use the Product Services shall be considered an Authorised User.
(b) The Client is responsible for ensuring that any Authorised Users use the Product, Services and Documentation in accordance with this Agreement. Any act or omission by an Authorised User which would, if performed by the Client, constitute a breach of this Agreement shall be deemed a breach of this Agreement by the Client.
(c) The Client indemnifies and keeps indemnified the Software Provider against any losses or liabilities whatsoever, whether direct or indirect, which the Software Provider incurs as a result of an act or omission by an Authorised User in relation to this Agreement, the Product, Services or the Documentation.
(10) FEES
(a) Up to date Fees are displayed on the Website. In consideration for the Client's use of the Product, Services and Documentation in accordance with this Agreement, the Client must pay the Fees as described on Website.
(b) The Client's obligation to pay the Fees is subject to the provision by the Software Provider to the Client of a valid tax invoice.
(c) Unless otherwise specified in writing, any stated Fees do not account for GST or any other taxes, duties, levies or other charges, and the Client is responsible for paying any applicable GST or other taxes, duties, levies or charges in addition to the Fees.
(d) The Fees may be updated from time to time. Up to date Fees are displayed on the Website. By registering for the Product and Services, or renewing the Client's registration, the Client agrees to the current Fees as published on the Website at the time of registration or renewal.
(11) PAYMENT
(a) Fees may be paid by such payment methods as directed by the Software Provider from time to time ("Payment Method").
(b) The Client must pay any applicable taxes, duties, levies or other charges, including but not limited to GST, at the same time that the Client pays the Fees.
(c) The Fees are payable throughout the Term of this Agreement.
(d) The Client authorises the Software Provider to take payment of the Fees via the Payment Method.
(e) In the event that the Client renews their registration after updated Fees have been published on the Website, the Client agrees to the updated Fees and authorises the Software Provider to take payment of the updated Fees via the Payment Method.
(f) In the event that the Client fails to pay any Fees or other amounts due under this Agreement, the Software Provider may terminate the Client's access to the Product and Services.
(12) QUALITY OF PRODUCT AND SERVICES
(a) The Software Provider must perform the Services and deliver the Product using reasonable care and skill for a software provider in its field.
(13) AVAILABILITY OF PRODUCT AND SERVICES
(a) The Software Provider will use its reasonable endeavours in all the circumstances to maintain the Product and Services to ensure that they are available and are operating effectively, efficiently and reliably. However, the Software Provider makes no warranties that the Product or Services will be available on an uninterrupted or error-free basis.
(b) The Software Provider reserves the right from time to time to make the Product and Services unavailable for the purposes of maintenance, updates or other scheduled interruptions, as described in the "Interruptions" clause of this Agreement.
(c) The Client acknowledges and understands that from time to time the Product and Services may be unavailable for reasons outside the control of Software Provider, including actions of a third party, technical problems, or actions of the Client.
(d) The Client agrees that if the Client encounters any problems with the Product or Services, the Client will communicate such problems to the Software Provider as soon as reasonably possible.
(e) The Software Provider accepts no responsibility for any unavailability, malfunction, failure, or delay in performance of the Product or Services resulting from any act of the Client, any issues with the Client's equipment, facilities or infrastructure, or any alteration, update or modification which the Client requests.
(f) The Client acknowledges and understands that the availability, effectiveness, efficiency, and reliability of the Product and Services depends on the Client's equipment, facilities and infrastructure including but not limited to the Client's internet infrastructure and internal systems. The Client is solely responsible for ensuring that it has suitable equipment, facilities and infrastructure.
(g) In the event that the Product or Services become unavailable for any reason during the Term of this Agreement, and unless otherwise required by the ACL or other applicable law, the Software Provider may in its sole discretion:
(I) at its own expense, take any reasonable steps to rectify the matter including by way of updates, patches, work arounds or other similar solutions; or
(II) provide the Client with a refund of any Fees which the Client has paid and which relate to the period during which the Product or Services have been unavailable.
(14) INTERRUPTIONS
(a) The Software Provider may suspend access to the Product or Services in accordance with this clause.
(b) The Software Provider may suspend access to the Product or Services in order to perform maintenance work.
(c) The Software Provider may suspend access to the Product or Services in order to investigate and/or deal with a security breach.
(d) The Software Provider may suspend access to the Product or Services in order to make updates or amendments to the Product and/or Services.
(e) The Software Provider may suspend access to the Product or Services in order to preserve data and/or the Software Provider's systems.
(f) The Software Provider may suspend access to the Product or Services in the event of a system failure or malfunction.
(g) The Software Provider may suspend access to the Product or Services in the event that the Client breaches this Agreement.
(h) The Software Provider may suspend access to the Product or Services in the event that the Client uses the Product or Services in a manner which the Software Provider reasonably considers to be inappropriate.
(i) In the event that the Software Provider suspends access to the Product or Services in accordance with this clause, the Client will not be entitled to any refund (except as otherwise required by law), and the Software Provider will not be liable to the Client or to any officers, employees, contractors, agents or other representatives of the Client.
(15) UPDATES
(a) The Software Provider may make updates, amendments, modifications or changes to the Product or Services at any time, in the Software Provider's sole discretion.
(b) The Software Provider may release new versions of the Product or Services at any time, in the Software Provider's sole discretion.
(c) The Client acknowledges and agrees that access to the Product or Services may be interrupted as a result of any updates or amendments to the Product or Services, or any new versions of the Product or Services which the Software Provider releases.
(d) Except as otherwise agreed in writing and except for the Fees, the Client is not liable for any additional fees, charges or other costs in connection with any updates or amendments to the Product or Services, or any new versions of the Product or Services.
(16) MAINTENANCE
(a) The Software Provider will maintain the Product and Services at the Software Provider's cost.
(b) It is the Software Provider's responsibility to perform such maintenance of the Product and Services as is reasonably required to ensure that they remain available for the Client in accordance with this Agreement.
(c) It is the Software Provider's responsibility to monitor the Product and Services to ensure they are secure and are operating effectively, and to determine whether any maintenance is required.
(d) The Client acknowledges and agrees that access to the Product or Services may be interrupted as a result of any maintenance of the Product or Services which the Software Provider is required to undertake.
(e) The Software Provider is not responsible for any maintenance of the Client's equipment, facilities or infrastructure. The Client acknowledges and agrees that the Client is solely responsible for maintaining the Client's equipment, facilities and infrastructure.
(17) TECHNICAL SUPPORT
(a) The Software Provider will offer technical support in relation to the Product and Services ("Support").
(b) The Support is available for the Client and any Authorised Users.
(c) The Client and any Authorised Users may access the Support as follows:
Via the Contact Us page at www.thechangeroadmap.com
(d) When providing the support, the Software Provider may need to install on the computer of the Client a program to enable it to control the Client’s computer and review its settings and make any necessary changes. The Client agrees to install the software to facilitate the support and at the conclusion of the support to uninstall that software. The Client will, if necessary, modify its security settings to enable the installation of the software or otherwise authorise it’s installation and subsequent removal.
(18) EXTRA SERVICES
(a) The Software Provider may, upon request by the Client, be available to provide the following extra services ("Extra Services"):
User training and coaching to support application of The Change Roadmap
(b) Unless otherwise agreed in writing, any Extra Services will be subject to a separate written agreement between the Software Provider and the Client.
(c) Unless otherwise agreed in writing, any Extra Services will incur additional fees, in such amounts as communicated by the Software Provider to the Client at the time that the Extra Services are provided.
(d) The Client agrees that the Software Provider may take payment for any Extra Services via the payment method which has been used in connection with this Agreement.
(19) CLIENT ACKNOWLEDGEMENTS
The Client acknowledges and agrees that:
(a) The Client uses the Product and Services at the Client's own risk.
(b) It is the Client's sole responsibility to ensure that the Product and Services suit the Client's requirements and are appropriate for the Client's purposes.
(c) It is the Client's sole responsibility to ensure that the Product and Services are compatible with the Client's equipment, facilities and infrastructure including but not limited to the Client's internet infrastructure and internal systems.
(d) It is the Client's sole responsibility to ensure that the Client's intended use of the Product and Services will comply with all applicable laws and regulations.
(e) The Client is not relying on any representations made by or on behalf of the Software Provider except for any representations that are expressly set out in this Agreement.
(f) In the event that the Software Provider has made any representations to the Client which are not set out in this Agreement, the Client has had an opportunity to independently verify the information contained in that representation.
(g) In providing the Product and Services, the Software Provider has not given any professional advice to the Client and no fiduciary relationship has been created between the Client and the Software Provider.
(h) The Software Provider will not be liable for any failure of the Product or Services to deliver an outcome, result or function which is not set out in the Documentation.
(i) The Software Provider will not be liable for any failure of the Product or Services to deliver an outcome, result or function if that failure can be reasonably attributed to:
(I) the Client's use of an outdated version of the Product or Services;
(II) the Client's failure to follow the Software Provider's directions in relation to the use of the Product or Services;
(III) a modification or update to the Product or Services which has not been performed by the Software Provider;
(IV) the Client's use of the Product or Services in a manner which is contrary to the Software Provider's directions;
(V) the Client's use of the Product or Services in a manner which is contrary to the directions set out in the Documentation;
(VI) the Client's use of the Product or Services in a manner which is contrary to this Agreement;
(VII) the Client's use of the Product or Services with other software, equipment, facilities or infrastructure without the Software Provider's consent; or
(VIII) any errors or omissions in the data, inputs or other information that the Client submits in connection with the Product or Services.
(j) It is the Client's sole responsibility to back up any data and information that the Client submits in connection with the Product or Services. The Software Provider accepts no responsibility for any loss or corruption of any data or information submitted in connection with the Product or Services.
(k) It is the Client's sole responsibility to interpret, analyse, and draw its own conclusions from any results, data, outputs or information which it obtains from the Product or Services.
(l) This clause will survive the termination, expiration or completion of this Agreement.
(20) SUBCONTRACTING AND ASSIGNMENT
(a) The Software Provider may subcontract or assign any of its rights or obligations under this Agreement.
(b) The Client may not, whether voluntarily or by operation of law, assign, subcontract, delegate, mortgage, charge or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Software Provider.
(21) CONFIDENTIAL INFORMATION
(a) Each Party ("the Receiving Party") shall keep the confidential information of the other Party ("the Supplying Party") confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the purpose of performing the Receiving Party's obligations under this Agreement. The Receiving Party shall inform its employees, officers, agents or subcontractors of the Receiving Party's obligations under the provisions of this clause, and must ensure that the Receiving Party's officers, employees and agents meet those obligations.
(b) For the purpose of this Agreement, "Confidential Information" means all information relating to the Supplying Party which might fairly be considered to be of a confidential nature and includes, but is not limited to:
(I) information of whatever nature, without limitation, which is obtained in any form by the Receiving Party from the Supplying Party or its advisers, or by observations during visits, or by demonstrations;
(II) information of whatever nature relating to the business activities, practices and finances of the Supplying Party;
(III) any evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, innovations, creative plans, concepts and any other plans or ideas developed by the Supplying Party or on its behalf or used by the Supplying Party, whether relating specifically to the Services or otherwise;
(IV) any information derived from any other information which falls within this definition of Confidential Information;
(V) any copy of any Confidential Information; and
(VI) the fact that discussions are taking place between the Parties
but does not include information which:
(VII) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
(VIII) is, or becomes, publicly available, through no fault of the Receiving Party;
(IX) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
(X) is provided to the Receiving Party by the Supplying Party and is marked "Non Confidential"; or
(XI) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Supplying Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.
(c) If there is any doubt as to whether any particular information constitutes Confidential Information, written confirmation is to be obtained from the Supplying Party.
(d) This clause will survive the termination, expiration or completion of this Agreement.
(22) INTELLECTUAL PROPERTY
(a) The Software Provider must ensure that the Product and Services will not infringe on or violate the intellectual property rights or any other right of any third party.
(b) The Software Provider owns all intellectual property rights in the Intellectual Property.
(c) The Client acknowledges and agrees that the Software Provider owns all intellectual property rights in the Intellectual Property.
(d) Nothing in this Agreement transfers or assigns any intellectual property rights in the Intellectual Property to the Client.
(e) Except for the specific rights to use the Intellectual Property, which the Software Provider grants to the Client under this Agreement, the Client has no other rights to use, distribute or share the Intellectual Property.
(f) The Client must not do anything, or allow anything to be done by its officers, employees, contractors, agents or other representatives, which undermines, diminishes, harms, or contests in any way the Software Provider's intellectual property rights in the Intellectual Property.
(g) The Client must follow all reasonable directions given by the Software Provider in relation to the Intellectual Property including any reasonable directions in relation to enforcement action against infringers of the Software Provider's intellectual property rights in the Intellectual Property.
(h) In the event that the Client discovers any infringement of the Software Provider's intellectual property rights in the Intellectual Property (whether or not it is the fault of the Client), the Client must immediately notify the Software Provider of such infringement.
(i) This clause will survive the termination, expiration or completion of this Agreement.
(23) THIRD PARTY LINKS
(a) The Client hereby acknowledges that the Software Provider may from time to time include links or references to other websites, other content or other materials (hereinafter "Third Party Links"), none of which are controlled by the Software Provider.
(b) The Client hereby acknowledges that these Third Party Links are provided for the Client’s information only and the Software Provider does not make any representations, warranties or guarantees as to the accuracy, completeness, performance, reliability, timeliness, quality or suitability for a particular purpose of these Third Party Links. The Software Provider does not endorse, approve or support these Third Party Links. The Client uses the Third Party Links at the Client’s own risk.
(24) DATA AND PRIVACY
(a) By using the Product, Services or Documentation, the Client may provide the Software Provider with some Client Data.
(b) By using the Product, Services or Documentation, the Client authorises the Software Provider to use the Client Data, in Australia and any other country where the Software Provider operates, for the purpose of performing the Software Provider's obligations under this Agreement.
(c) For further information about how the Software Provider uses and stores the Client Data, see the Software Provider's Privacy Policy which is available at: www.thechangeroadmap.com.
(d) We use the following system for hosting in relation to our Product and Services: The website is hosted in Sydney, Australia on CentOS 7 LiteSpeed Web Server. MySQL Database – MariaDB version.
(e) It is the Client's responsibility to ensure that the Software Provider's hosting system meets the Client's requirements.
(25) LIMITATION OF LIABILITY
(a) The Client may have certain rights under the Australian Consumer Law ("ACL"), or under other similar or related consumer protection laws.
(b) The ACL (or any other similar or related consumer protection laws) may give the Client certain rights, warranties, guarantees and remedies regarding the provision of products and services by the Software Provider, which cannot be excluded, modified or restricted by the Software Provider ("Statutory Rights").
(c) The Software Provider's liability to the Client is governed solely by the ACL (and any other similar or related consumer protection laws) and by this Agreement.
(d) To the maximum extent permitted by law, the Software Provider excludes all conditions and warranties implied by custom, law or statute, except for the Client's Statutory Rights, and the Software Provider expressly disclaims all warranties of any kind.
(e) The Client hereby agrees that the Client is solely responsible for determining whether the Product and Services are fit for the Client's purpose.
(f) Except in cases of death or personal injury caused by the Software Provider's negligence, the Software Provider's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement, shall be limited to Fees paid by the Client to the Software Provider.
(g) To the extent it is lawful, the Software Provider shall not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Client of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits or business.
(h) When the Client's Statutory Rights apply, to the maximum extent possible, the Software Provider's liability in respect of any claim is limited to, at the Software Provider's option:
(I) the supply of the Product and/or Services again; or
(II) the payment of the cost of having the Product and/or Services supplied again.
(i) The Software Provider's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
(j) Without limiting the effect of any other provisions of this Agreement, the Software Provider will not be liable to the Client for any loss or damage (including consequential loss or damage) which the Client (or any third party) may suffer, whether direct or indirect, which may arise as a result of:
(I) any suspension of access to the Product or Services in accordance with this Agreement;
(II) the Client's use of the Product or Services;
(III) any defect, error, malfunction, loss or delay in the Client's access to the Product or Services or to any information related to the Product or Services;
(IV) any defect, error, malfunction, loss or delay in the Client's access to the Product or Services which is caused by or influenced by a third party;
(V) any defect, error, malfunction, loss or delay in the Client's access to the Product or Services which is related to the Client's equipment, facilities and infrastructure including but not limited to the Client's internet infrastructure and internal systems; or
(VI) any defect, error, malfunction, loss or delay in the Client's access to the Product or Services which is related to third party equipment, facilities or infrastructure.
(k) The Client is solely responsible for ensuring that the Client complies with all applicable laws and regulations.
(l) This clause will survive termination, expiration or completion of this Agreement.
(26) INDEMNITY
(a) Except for any payment in settlement from any applicable insurance policy or policies, and to the extent permitted by law, the Client hereby indemnifies, keeps indemnified, and holds harmless the Software Provider, as well as any of the Software Provider's employees, agents, officers, representatives, affiliates, and permitted successors and assigns, against any and all demands, claims, losses, injuries, damages, liabilities, penalties, punitive damages, expenses, reasonable legal costs, and any other costs whatsoever which may arise out of:
(I) a breach by the Client of this Agreement;
(II) the Client's wilful, unlawful or negligent act or omission; or
(III) any act or omission of any of the Client's employees, agents, officers, representatives, affiliates, or permitted successors and assigns in connection with this Agreement.
(b) The Client shall not be liable under the indemnity given under this clause where a court of competent jurisdiction, giving a final judgment, holds that any loss, damage or liability is the result of the gross negligence, wilful misconduct or bad faith of the Software Provider or of any of the Software Provider's employees, agents, officers, representatives, affiliates, or permitted successors or assigns.
(c) This clause will survive the termination, expiration or completion of this Agreement.
(27) TERMINATION
(a) Either Party may terminate this Agreement with immediate effect in the following circumstances:
(I) the other Party breaches this Agreement, and the breach cannot be remedied;
(II) the other Party breaches this Agreement in a way which is capable of remedy, but the Party in breach does not remedy the breach within 28 days of being notified of the breach;
(III) the other Party becomes unable to perform its duties under this Agreement, including a duty to pay or a duty to perform;
(IV) the other Party or its employees or agents engages in any conduct prejudicial to the business of the other, or in the event that either Party considers that a conflict or potential conflict of interest has arisen between the Parties;
(V) the other Party takes steps to cease carrying on its business;
(VI) the other Party takes steps to enter into an arrangement with its creditors;
(VII) a mortgagee of the other Party takes steps to dispose of or enter into possession of any assets of that other Party, or any part of that other Party's business; or
(VIII) any steps are taken to appoint a liquidator, provisional liquidator, receiver, receiver and manager or trustee in bankruptcy for the whole or any part of the other Party's business.
(b) In the event that the Fees are overdue by 14 days or more, then the Software Provider may terminate this Agreement with immediate effect.
(28) EFFECT OF TERMINATION
(a) Upon termination or expiration of this Agreement:
(I) any unpaid Fees relating to the Client's access to the Product and Services prior to the date of termination will be immediately due and payable;
(II) any Fees paid in advance for the term of this Agreement are non-refundable unless specifically stated under a refundable period offer at time of purchase;
(III) the Client must immediately stop using the Product, Services and/or Documentation;
(IV) the Client must immediately stop using the Intellectual Property;
(V) the Client will no longer be entitled to access or use the Product, Services, Documentation or Intellectual Property;
(VI) the Client must immediately return any copies of the Product, Services and/or Documentation to the Software Provider, destroy them, or follow any other reasonable directions of the Software Provider in relation to those copies of the Product, Services and/or Documentation;
(VII) the Software Provider will terminate the Client's access to the Product, Services and/or Documentation; and
(VIII) any data, inputs or other information that the Client has submitted in connection with the Product or Services may be permanently deleted (so the Client should make sure to have backups of any important data, inputs or other information). Notwithstanding, the Software Provider may continue to hold submitted data for up to 12 months from termination, unless directed to delete by the Client, to facilitate the Client accessing the data under a new subscription.
(b) Any termination of the Agreement under this clause shall not affect the accrued rights and liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies that either Party may be entitled to.
(c) Any part of this Agreement which is meant to continue after termination or which is meant to come into force at or after termination shall not be affected by this clause.
(d) This clause will survive the termination, expiration or completion of this Agreement.
(29) NOTICES
(a) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Client at the address nominated by the Client at the time they executed this Agreement, or such other address as nominated by the Client subsequently.
(b) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Software Provider if delivered to the following address:
PO Box 3001, Blaxland East NSW 2774
(c) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.
(30) WRITTEN COMMUNICATION
(a) In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:
(I) such notice is properly given if given to the other Party:
(A) by email to an email address that the other Party has nominated, acknowledged or used in connection with the Services or this Agreement.
(B) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with the Services or this Agreement.
(C) by post to a postal address the other party has nominated, acknowledged or used in connection with the Services or this Agreement.
(II) such notice is taken to be received:
(A) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.
(B) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.
(C) if sent by prepaid post within Australia, five (5) days after the date of posting.
(D) if sent by prepaid post to or from an address outside Australia, twenty-one (21) days after the date of posting.
(31) GENERAL PROVISIONS
(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.
(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(c) CURRENCY: Unless otherwise specifically provided, all monetary amounts contained in this Agreement are in Australian Dollars (AUD).
(d) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party may have.
(e) SURVIVAL OF OBLIGATIONS: Notwithstanding any other provisions of this Agreement, at the Termination, expiration or Completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive Termination, expiration or Completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive Termination, expiration or Completion.
(f) NO WAIVER: None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
(g) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
(h) ENTIRE AGREEMENT: The Parties agree that in relation to the subject matter of this Agreement, this Agreement represents the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral. The Parties confirm that no warranties, representations, conditions or collateral agreements affect this Agreement or the subject matter of this Agreement except as expressly provided in this Agreement. The Parties each respectively agree that in entering into this Agreement, they did not do so in reliance on any representations, warranties or other provisions except for those which are expressly provided in this Agreement.
(i) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, labour or transportation disputes, and other acts which may be due to unforeseen circumstances.
(j) FURTHER ACTS: Each Party must, and must ensure that its directors, employees, officers, agents, representatives and contractors do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.
(32) CONTACT US
You can contact us about this Agreement using the following details:
E: info@thechangeroadmap.com
A: PO Box 3001, Blaxland East NSW 2774
By using the Product and/or the Services, the Client agrees to be bound by the terms set out in this Agreement.
