1. Unless we agree to a different engagement process, a Service Agreement is formed if we accept a Service Order from you.
2. A Service Agreement is made up of (a) these Terms; and (b) a Service Order; and (c) any Special Terms we may agree to in writing.

1. You must pay all Charges applicable to Services.
2. Charges apply as specified or referenced in a Service Order, where they are omitted then the Charges outlined in our Rates Schedule apply.
3. You must pay each Invoice without set off or deduction by its due date.
4. Overdue amounts incur Interest at the Default Rate, compounding monthly.
5. Where you prepay Charges, subject to law, such prepayments are not refundable.
6. To the extent permitted by law and despite any provision to the contrary in these Terms, where you are subject to an Insolvency Event we may ask you to prepay for services, or to provide us with a security deposit on account of future services.

1. within 1 month after it is Invoiced; and
2. in accordance with our billing dispute process.

1. You may not assign your interest in a Service Agreement without our written consent.
2. We may assign our interest in a Service Agreement on notice to you.

1. We may send notices to you by Electronic Messaging.
2. Otherwise, any notice or consent to be given under a Service Agreement must be in writing addressed to the relevant Party at its Contact Address.

1. starts on its Service Commencement Date; and
2. may be terminated in writing by either Party on one months’ notice.

1. Each Party authorises its Representative to do anything with respect to a Service Agreement that the Party itself could do, and authorises the other Party to deal with its Representative as its fully authorised, non-exclusive agent.
2. A Party is deemed to know anything that its Representative knows.
3. A Party may replace its Representative by notice to the other.

1. the date specified in a Service Agreement;
2. the expiry of 7 days from the date of a Service Agreement;

and you must then accept the Service.

1. We will provide Services with due care and skill and in accordance with an applicable Service Agreement and Law.
2. We do not warrant that Services will be free of faults or interruptions.
3. We are not liable for Service faults or interruptions due to Off-Net Events.
4. We will use reasonable efforts to carry out Scheduled Maintenance outside Business Hours.
5. Our Service will only function where your hardware, browser and operating system meet our System Requirements.
6. Your failure to meet our System Requirements is not a failure of our Service, and we are not required to support hardware, browsers and operating systems not specified in our System Requirements (as amended from time to time).

1. if we reasonably believe we must do so to comply with Law;
2. to protect people, data, property or a Network;
3. for emergency or Scheduled Maintenance;
4. if you breach an Acceptable Use Policy;
5. if you fail to pay an Invoice by its due date;
6. if you do not Cure a Default within 7 days; or
7. as we reasonably require to allow investigation of any potential breach of a Service Agreement.

1. 22.1. On 14 days’ notice, we may replace a Service with a substantially equivalent Service for which Charges are no higher. An upgrade or variation to our existing Service is not a replacement service – we will endeavour to notify you in advance of any upgrade or variation to a Service.
2. 22.2. Where you downgrade a Service you may suffer data loss, loss of content, and account functionality – we recommend that you backup all content and review functionality before choosing to downgrade.

1. comply with the terms of a Service Agreement;
2. not allow a Service to be used in a way that is contrary to Law or is a nuisance;
3. comply with all Laws including the Privacy Act 1988;
4. give us all information, cooperation and assistance reasonably required for the purposes of a Service Agreement;
5. follow our reasonable directions;
6. maintain all permissions you require for the use of a Service;
7. comply with any Acceptable Use Policy issued by us;
8. respond to our requests and communications promptly;
9. not solicit any employee or contractor of ours to become an employee or contractor of yours;
10. indemnify us against Loss arising in connection with a negligent or wrongful act by you (including a breach of clause 23(m)) or your People including a breach of a Service Agreement;
11. indemnify us against any Claim by any person in connection with a Service (including infringement of IP Rights) except to the extent the Claim arises from a negligent or wrongful act by us or our People or a breach of a Service Agreement by us;
12. must comply with our System Requirements in order to use the Service;
13. ensure that your People do nothing that would breach a Service Agreement if done by you; and
14. ensure that you maintain the security and confidentiality of account login and password details.

1. it ceases to be feasible to provide a Service;
2. we are required to do so by Law or an Authority;
3. you fail to pay us money within 14 days of it being due; or
4. you fail to comply with a request we make under clause 5(f) within 7 days.
5. We may also terminate a Service Agreement, if you fail to Cure a Default within 7 days, or you breach a term of a Service Agreement which is not capable of remedy;

1. 26.1. Where a Service is terminated either by you or us, then all data and content will be automatically deleted from your account, and cannot be recovered.
2. 26.2. Any fees incurred or rights accrued, which arise prior to termination, remain.

1. Charges are exclusive of GST unless stated otherwise.
2. We may invoice, and you must pay, applicable GST in addition to Charges.

1. Except to the extent of any licence expressly granted to you, you obtain no interest in our IP Rights under a Service Agreement.
2. Subject to clause 28(c), we own all IP Rights relating to a Service, including knowhow and improvements developed in the course of a Service Agreement.
3. You retain all ownership in course materials and content that you create and use with the Service.

1. warrant that, in entering a Service Agreement, you have not relied on any information, representation or promise that is not either expressly set out in the Service Agreement or is implied by Law indemnify us against a breach of that warranty;
2. acknowledge and agree that where you fail to keep a Contact Address or Electronic Messaging details current, then some of our Services may not function properly, such as email notifications or alerts; and
3. acknowledge and agree that where you fail to keep the content of diaries and other information current, you may miss important information or events.

1. to its staff, contractors and professional advisers to the extent they reasonably need to know it;
2. authorised by a Service Agreement; or
3. required by Law –

provided that a disclosing Party takes all reasonable steps to ensure that the disclosee maintains the confidentiality of the disclosed information.  To avoid any doubt, Confidential Information includes our processes, methodology and the other terms of a Service Agreement.

1. to make any disclosure of information about you required by an Authority or by Law;
2. to deal with Personal Information (that is not Credit Information) about you in accordance with our Privacy Policy;
3. to deal with Credit Rating Information about you in accordance with our credit policy;
4. to market or promote our products and services to you (or other products and services which we think may be of interest to you) including through the use of Electronic Messaging;
5. to do any act on your behalf reasonably required to provision a Service for you.

• 32.1 Rights and remedies for non-PDH goods costing no more than $40,000If we supply goods or services not of a kind ordinarily acquired for PDH use or consumption and costing no more than $40,000:
  1. in relation to those goods, our liability for failure to comply with a Consumer Guarantee (other than certain guarantees about ownership and undisturbed use) is limited to:
     
     1. replacing the goods or supplying equivalent ones;
     2. repairing the goods;
     3. paying the cost of replacing the goods or of acquiring equivalent ones; or
     4. paying the cost of having the goods repaired; and
  2. in relation to those services, our liability for failure to comply with a consumer guarantee is limited to:
     
     1. supplying the services again; or
     2. paying the cost of having the services supplied again.
• 32.2 Service Levels, exclusion of implied terms and limitation of liability

Subject to clause 32.1:

1. Where a Service Level applies to a Service, your rights and remedies in connection with a failure to meet a Service Level Target or any breach of the relevant Service Agreement are limited to Service Level Rebates (if any) in the SLA.

Otherwise:

2. Any representation, warranty, condition or undertaking that would be implied in a Service Agreement by legislation, common law, equity, trade, custom or usage or otherwise is excluded to the fullest extent permitted by law.
3. We are never liable to you for, and you release us from any Claim for, any Loss.

1. Each Party must appoint a senior officer to negotiate resolution of any dispute.
2. If negotiations are not successful within 14 days, the dispute may be referred to mediation before an independent mediator – the costs of which must be borne in equal shares by the Parties.
3. Despite anything else, a Party may seek urgent interlocutory relief from a court.
4. The parties must perform the Service Agreement despite a dispute.

1. we may Invoice Charges not previously Invoiced;
2. you must pay all Invoices by their due date/s;
3. you must within 7 days return any of our property that you hold;
4. accrued rights and obligations survive;
5. Surviving Clauses including clauses 5, 6, 13, 23(i), 23(j), 23(k), 30, 32 and 38  survive –

and otherwise the Service Agreement is at an end for all purposes.