PalletWatch Licence Agreement

PALLETWATCH TERMS OF USE

BASIS OF AGREEMENT

Pallet Command carries on the business of providing an online pallet control Solution. The Trading Name for this software Solution is “PalletWatch”.

The Solution is licenced, not sold and is accessed by going to web address https://palletwatch.com.au.  The licence is an agreement between the organisation or person that has licenced the Solution and Pallet Command Software Pty Ltd (ABN 33 145 978 141) (“PalletWatch”).

By accessing or using the Solution you are accepting the Terms of this Licence.

If you do not agree to be bound by these Terms then do not use the software.

 

TERMS AND CONDITIONS

  1. HOW TO READ THIS AGREEMENT

    1. MEANING OF CAPITALISED WORDS AND PHRASES

Capitalised words and phrases used in these terms and conditions have the meaning given:

  1. by the word immediately preceding any bolded and bracketed word(s) or phrase(s); or

  2. in the definitions in clause 20 of this agreement.

  3. ORDER OF PRECEDENCE

    1. Subject to clause 1.2(b) and unless otherwise expressly stated, in the event of any inconsistency between these terms and conditions and the Proposal, these terms and conditions will prevail to the extent of such inconsistency.

    2. If there is any inconsistency between any Special Condition and these terms and conditions, the effect of the Special Condition prevails over any inconsistent term to the extent of that inconsistency.

  1. DISCLAIMERS

The Client acknowledges and agrees that:

  1. any information provided by Pallet Command or its Personnel to the Client as part of or in connection with the Solution is general in nature, may not be suitable for the Client’s circumstances and does not constitute financial, legal or any other kind of professional advice;

  2. it is the Client’s responsibility to comply with applicable laws and other legal obligations relevant to the Client’s business, including any agreements with a Hire Company;

  3. the functionality of the Solution requires the passing of information (which may constitute Client Data, Intellectual Property Rights or Confidential Information) between the Client and a Hire Company and the Client authorises Pallet Command to send and receive such information for the purpose of providing the Solution;

  4. the Solution is a conduit and display of Client Data and does not monitor the accuracy or completeness of Client Data nor is it able to recognise or notify the Client that all necessary Hire Data has been received, it is the Client’s responsibility to monitor and reconcile all Client Data; and

  5. Pallet Command has no association or control over a Hire Company and will have no liability for any damage, loss or expense suffered by the Client in connection with the actions or omissions of a Hire Company and the Client holds Pallet Command harmless for any such damage, loss or expense.

  1. DURATION AND RENEWAL OF THIS AGREEMENT

    1. This agreement will commence on the Commencement Date and continues in effect for the Initial Term and for any Renewal Terms pursuant to clause 3(b) , unless terminated in accordance with clause 15 (Term).

    2. Upon expiration of the Initial Term, this agreement will automatically renew for successive 12 month periods (each a Renewal Term) unless either party provides notice at least one month’s written notice prior to the expiration of the Initial Term or the then current Renewal Term, that they do not wish the agreement to renew.

  2. THE SOLUTION

    1. SCOPE OF SOLUTION

      1. Pallet Command will provide the Solution in accordance with all applicable laws and industry standards.

      2. Pallet Command may from time to time in its absolute discretion install enhancements to the Solution, where enhancements means any upgraded, improved, modified or new versions of the Solution (including any customisations made at the Client’s request).

  3. LICENCE

During the Term, Pallet Command grants to the Client a non-exclusive, non-transferable licence to use the Solution and Documentation and to provide access to the Solution to its Users.

  1. OUTAGES AND DISTRUPTIONS

    1. The Client acknowledges and agrees that Pallet Command will not be held responsible for the loss or destruction of Client Data as a result of disruptions, downtime, functionality problems, or outages of the Solution (Outage).

    2. If you are unable to access your Account as an Outage, you must ensure you have the relevant contingency plans and back up data to continue their business operations without the use of the Solution.

    3. Pallet Command will use its best endeavours to address the Outage in a timely manner as determined by Pallet Command.

  2. HOSTED SERVICES

Pallet Command stores Client Data using a third party hosting service selected by Pallet Command, currently Amazon Web Services, (), subject to the following terms:

  1. (hosting location) The Client acknowledges and agrees that Pallet Command may use storage servers to host the Solution and Client Data on cloud-based servers which may be located in Australia or overseas.

  2. (service quality) While Pallet Command will use its best efforts to select an appropriate hosting provider,  Pallet Command do not guarantee that the Hosting Service will be free from errors or defects or that Client Data will be accessible or available at all times.

  3. (security) Pallet Command will use its best efforts to ensure that Client Data is stored securely. However, Pallet Command do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

  4. (backups and disaster recovery) In the event that Client Data is lost due to a system failure (e.g. a database or webserver crash), Pallet Command cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

  5. SUPPORT

Pallet Command will provide support where necessary to resolve technical issues with the Solution () during the Term. The Client acknowledges and agrees:

  1. where it experiences any technical issues with the Solution, it must first endeavour to resolve such issues internally;

  2. Pallet Command will take reasonable steps to provide Support Services where necessary but will not assist with any issues that are beyond Pallet Command’s reasonable control (including relating to the Client’s infrastructure or any network issues);

  3. it is responsible for all internal administration and managing access, including storing back-up passwords and assisting its Users to access and use the Solution;

  4. it will not have any claim for delay to the Client’s access to the Solution due to any failure or delay in Support Services; and

  5. that Pallet Command may access the Client’s Account, including Confidential Information the Client stores on the Solution, as reasonably required for Pallet Command to provide the Client with Support Services or any other purpose reasonably required to provide the Client with the Solution. The Client authorise Pallet Command to access the Client’s Account in accordance with this clause and releases Pallet Command in respect of any loss or damage which may arise from such access.

  1. CHANGES

    1. Where there are any changes or additions to a Proposal (including changes to the Solution) which alter the scope set out in a Proposal (whether at the Client’s request or Pallet Command’s suggestion) (Changes), the Client must pay a ‘change in scope fee’, in an amount reasonably determined by Pallet Command (Change Fee).

    2. Pallet Command will only be required to perform Changes, if:

      1. both parties agree in writing for Pallet Command to perform the Changes;

      2. the Client confirms in writing that they accept the relevant Change Fee; and

      3. the Client pays the Change Fee in accordance with clause 9.

    3. The same standards, warranties, and indemnities apply to the Changes as apply to the original Proposal.

    4. For the avoidance of doubt, any change to a Proposal that is reasonably considered by Pallet Command to be a change in the scope of the Proposal, will be considered a Change.

  2. CLIENT DATA

    1. CLIENT DATA

      1. The Client acknowledges and agrees that:

        1. the accuracy of the Solution is reliant on all necessary files, data and information being uploaded to the Solution and it is the Client’s responsibility to ensure this is achieved;

        2. they are solely responsible for all acts and omissions related to their and their User’s use of Client Data;

        3. the Client must monitor all Client Data;

        4. the Client is responsible for the accuracy, completeness, quality and legality of the Client Data;

        5. the Client is solely responsible for managing deadlines and timeframes in relation to their Client Data and commercial relationship with any Hire Company; and

        6. Pallet Command is not responsible for the loss, theft, corruption, recovery, storage or backup of the Client Data.

      2. Pallet Command does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to Client Data or the Client’s computer systems, mobile phones or other electronic devices arising in connection with use of the Solution.

  3. STORAGE LIMIT

    1. The Solution has technical resource and usage limits (including data transfer and storage capacity limits). Any action or process that, Pallet Command determines at its discretion, unreasonably consumes such resources and degrades the Solution (including the Client attempting to upload Client Data of an excessive size):

      1. may automatically be prohibited by the Solution; or

      2. may be monitored for by Pallet Command and reversed or otherwise dealt with by Pallet Command (including by Pallet Command deleting any Client Data of an excessive size).

    2. Pallet Command will have no liability for any damage, loss or expense suffered by the Client or a User in connection with actions taken in accordance with this clause 6.2 and the Client indemnifies Pallet Command for any such damage, loss or expense.

  4. CLIENT’S OBLIGATIONS

    1. GENERAL OBLIGATIONS

The Client must:

  1. notify the Hire Company of Pallet Command’s authorisation to send and receive Hire Data on the Client’s behalf and must direct the Hire Company to send all Hire Data to Pallet Command’s nominated email address; and

  2. provide Pallet Command with all documentation, information, assistance and access requested by Pallet Command as reasonably required by Pallet Command to provide the Solution.

  3. ACCOUNTS

    1. To access and use the Solution, the Client must register an account with a secure username and password as directed by Pallet Command (Account).

    2. The Client is solely responsible for restrictions on Users for the Account.

    3. The Client and any Users must not provide the login details of their Account to a third party. Failure to comply with this clause 7.2(c) will constitute a material breach of this agreement and Pallet Command may elect to terminate this agreement in accordance with 15.1.

  4. USE OF SOLUTION

    1. The Client must, and must ensure that all Users, comply with this agreement at all times.

    2. The Client acknowledges and agrees that Pallet Command will have no liability for any act of a User or for damage, loss or expense suffered by the Client or a User in connection with the use of the Solution and will indemnify Pallet Command for any such damage, loss or expense.

    3. The Client must take their own precautions to ensure that the processes which the Client and its Users employ for accessing the Solution does not expose the Client to the risk of data loss, hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

    4. The Client must not, and must not encourage or permit any User or any third party to, without Pallet Command’s prior written approval:

      1. make copies of the Documentation or the Solution;

      2. use the Solution for any purpose other than for the purpose for which it was designed, including not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

      3. adapt, modify or tamper in any way with the Solution;

      4. upload any inappropriate, offensive, illicit, illegal or inappropriate information onto the Solution;

      5. upload any sensitive information using the Solution;

      6. remove or alter any copyright, trade mark or other notice on or forming part of the Solution or Documentation;

      7. use the Solution in a way which infringes the Intellectual Property Rights of Pallet Command or any third party;

      8. act in any way that may harm Pallet Command reputation or do anything at all contrary to the interests of Pallet Command or the Solution;

      9. create derivative works from or translate the Solution or Documentation;

      10. publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;

      11. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution or Documentation to any third party;

      12. decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;

      13. attempt to circumvent any technological protection mechanism or other security feature of the Solution; or

      14. permit any person other than the Client’s Personnel to use or access the Solution or Documentation.

  1. THIRD PARTY TERMS AND CONDITIONS

    1. The Client acknowledges and agrees that third party terms and conditions (Third Party Terms) may apply.

    2. The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution and Pallet Command will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

  2. PAYMENT

    1. FEES

      1. The Client must pay to Pallet Command the Fees (and where applicable Change Fees) in the amounts and at the times set out in the Proposal, or as otherwise agreed in writing.

      2. All Fees are paid in advance and, to the maximum extent permitted by law, non-refundable.

  3. TIME FOR PAYMENT

Unless otherwise agreed in writing:

  1. if Pallet Command issues an invoice to the Client, payment must be made by the time(s) specified on such invoice; and

  2. in all other circumstances, the Client must pay for all goods and services within 30 days of receiving an invoice for amounts payable.

  3. GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by Pallet Command, the Client must pay the GST subject to Pallet Command providing a tax invoice.

  1. CARD SURCHARGES

Pallet Command reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

  1. SUSPENSION

Unless otherwise agreed, Pallet Command may, in its absolute discretion:

  1. not provide any part of the Solution until the Client has paid the Fees; and

  2. withhold delivery of any part of or all of the Solution until the Client has paid the Fees.

  1. INTELLECTUAL PROPERTY

    1. NO TRANSFER OF OWNERSHIP

Neither party will, under this agreement, acquire Intellectual Property Rights in either party’s material (including the Client Content, Pallet Command IP or Developed IP) and each party will retain its ownership of any Intellectual Property Rights in such material.

  1. CLIENT CONTENT

    1. The Client grants to Pallet Command (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to provide the Solution.

    2. The Client:

      1. warrants that Pallet Command’s use of Client Content as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and

      2. indemnifies Pallet Command from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

  2. COMPANY IP

    1. Any Developed IP will be solely and exclusively owned by Pallet Command.

    2. Pallet Command grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use Pallet Command IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Solution.

  3. DEFINITIONS

For the purposes of this clause 10:

  1. “Client Content” means any documents or materials supplied by the Client to Pallet Command under or in connection with this agreement, including any Intellectual Property Rights attaching to those materials.

  2. “Developed IP” means any materials produced by Pallet Command in the course of providing the Solution including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.

  3. “Pallet Command IP” means all materials owned or licensed by Pallet Command that is not Developed IP and any Intellectual Property Rights attaching to those materials.

  4. “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.

  1. CONFIDENTIALITY AND RESTRAINT

    1. CONFIDENTIALITY

      1. Except as contemplated by this agreement, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.

      2. This clause does not apply to:

        1. information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);

        2. information required to be disclosed by any law; or

        3. information disclosed by Pallet Command to its subcontractors, employees or agents for the purposes of providing the Solution or its obligations under this agreement.

  2. RESTRAINT

For the Term and 12 months thereafter, the Client must not employ or engage (or be knowingly involved in another employing or engaging) any of Pallet Command’s Personnel with which the Client had contact during the Term.

  1. PRIVACY

The Client agrees to Pallet Command’s Privacy Policy, located here, which is incorporated into this agreement by reference. Please read the Privacy Policy carefully as it governs Pallet Command’s collection, use, and disclosure of personal information.

  1. WARRANTIES

    1. CORRECTION OF DEFECTS

Pallet Command will correct any errors, bugs or defects in the Solution which arise during the Term and which are notified to Pallet Command by the Client unless the errors, bugs or defects result from:

  1. any issues with the reconciliation of Hire Data or from Pallet Command not having received Hire Data from a Hire Company;

  2. the interaction of the Solution with any other solution or any computer hardware or services not provided by Pallet Command;

  3. any misuse of the Solution; or

  4. the use of the Solution by the Client other than in accordance with this agreement or the Documentation.

  5. SERVICE LIMITATIONS

The Solution is made available to the Client strictly on an ‘as is’ basis. Without limitation, the Client acknowledges and agrees that Pallet Command cannot guarantee that:

  1. the Solution will be free from errors or defects;

  2. the Solution will be accessible at all times;

  3. messages sent through the Solution will be delivered promptly, or delivered at all;

  4. information the Client receives or supplies through the Solution will be secure or confidential; or

  5. any information provided through the Solution is accurate or true.

  6. EXCLUSION OF OTHER WARRANTIES

    1. To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.

    2. Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services Pallet Command provides.

  1. LIABILITY

    1. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Pallet Command’s liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with this agreement:

  1. is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and

  2. is limited, insofar as it concerns other liability, to the total money paid to Pallet Command under this agreement as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).

  3. INDEMNITY

The Client indemnifies Pallet Command and its Personnel from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of:

  1. any breach of this agreement by the Client, its Personnel or a User; or

  2. any negligent, fraudulent or criminal act or omission of the Client, its Personnel or a User.

  1. TERMINATION

    1. TERMINATION FOR CAUSE

Either party () may terminate this agreement immediately by written notice to the other party () if the Defaulting Party, or its Users, are in breach of this agreement and either:

  1. fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or

  2. that breach is not capable of remedy.

  3. EFFECT OF EXPIRY OR TERMINATION

Upon expiry or termination of this agreement:

  1. the Client must pay all amounts owed for goods or services already provided as at the date of termination;

  2. the Client’s and all User access and licence to the Solution will immediately cease;

  3. the Client acknowledges and agrees that Pallet Command has no obligation to forward any Client Data to the Client or any third party;

  4. each party must return all property of other parties to those respective parties;

  5. Pallet Command will, upon the Client’s request, transfer all Client Data to the Client;

  6. Pallet Command will continue to store the Client Data on its servers for 12 months, during which the Client may request Pallet Command to transfer to it the Client Data, after which Pallet Command may delete the Client Data;

  7. each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and

  8. no rights, liabilities or remedies of any party will be invalidated by the termination.

  9. SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

  1. DISPUTE RESOLUTION

    1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

    2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

    3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith.

    4. If the dispute is not resolved within a period of 14 days after the date of the notice, a party may by notice to the other party or parties to the dispute refer the dispute for mediation by the Australian Disputes Centre (the ADC) in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to the ADC (Guidelines). The terms of the Guidelines are hereby deemed incorporated into this agreement.

    5. If the dispute is not resolved within 28 days after the appointment of the mediator any party may take legal proceedings to resolve the dispute.

  2. NOTICES

    1. A notice or other communication to a party under this agreement must be:

      1. in writing and in English; and

      2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

    2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

      1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

      2. when replied to by the other party,

whichever is earlier.

  1. FORCE MAJEURE

    1. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

      1. reasonable details of the Force Majeure Event; and

      2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

    2. Subject to compliance with clause 18(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

    3. The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.

    4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:

      1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

      2. strikes or other industrial action outside of the control of the Affected Party;

      3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

      4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.

  2. GENERAL

    1. GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

  1. AMENDMENTS

This agreement may only be amended in accordance with a written agreement between the parties.

  1. WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

  1. SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

  1. JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

  1. ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

  1. COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

  1. COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

  1. ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

  1. INTERPRETATION

    1. (singular and plural) words in the singular includes the plural (and vice versa);

    2. (gender) words indicating a gender includes the corresponding words of any other gender;

    3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

    4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

    5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

    6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

    7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

    8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;

    9. (includes) the word “includes” and similar words in any form is not a word of limitation;

    10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and

    11. (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed in writing.

  1. DEFINITIONS

In this agreement, capitalised terms have the meaning set out below:

 

Term

Definition

Commencement Date

means the date set out in the Proposal.

Confidential Information

means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.

Client Data

means files, data or any other information (Including Hire Data), which is uploaded or inserted to the Solution by the Client or its Licensed Users, and Hire Data which Pallet Command receives from a Hire Company and uploads to the Solution.

Documentation

means all manuals, help files and other documents supplied by Pallet Command to the Client relating to the Solution, whether in electronic or hardcopy form.

Fees

means the fees payable by the Client as set out in the Proposal.

Hire Company

means a pallet hire company which hires out pallets to the Client.

Hire Data

means files, data or any other information associated with the Client’s hiring of pallets from a Hire Company.

Initial Term

means the period of time set out in the Proposal.

Personnel

means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.

Proposal

means the document provided by Pallet Command to the Client together with these terms, titled “Proposal”.

Solution

means the software as set out in the Proposal.

Special Conditions

means any special conditions as set out in the Proposal.

User

means the Client, its Personnel, and any other third party who has been granted access to the Solution or Documentation by the Client.

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