BIZEBOX END USER TERMS
WARNING:
You (the "Customer") should carefully read the following Terms and Conditions before accepting or using the bizEbox. Unless you have a different agreement signed by bizEbox Pty Ltd (ACN 119 525 576) ("bizEbox") your acceptance of these Terms and Conditions in accordance with the procedure set out at the end of the Agreement or your use of the bizEbox confirms your acceptance and agreement to these Terms and Conditions.
THE CUSTOMER AND BIZEBOX COVENANT AND DECLARE AS FOLLOWS:
1. DEFINITIONS
1.1 Defined Terms
In this Agreement, unless the context requires otherwise:
"Additional Fee" means a fee made in accordance with the terms of this Agreement at the rates as specified in bizEbox's standard fee schedule in effect from time to time as available on its website;
"Agreement" means this agreement titled "bizEbox End User Terms", the particulars contained in the Purchase Order including any schedules, appendices or annexures and any variations thereto;
"Agreement Date" means the date specified as such in the Purchase Order, or if not specified there, the date the Customer signs or signifies its acceptance of the Terms and Conditions;
"Claim" means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent;
"Customer Data" means data owned or supplied by the Customer and stored on bizEbox's systems through the Customer’s usage of Equipment, the Software and the Services;
"Equipment" means the computer hardware and equipment so specified in the Purchase Order;
"Event of Force Majeure" means the occurrence of an event or circumstances beyond the reasonable control of the party affected by it including (without limitation):
(a) a war (declared or undeclared), insurrection, civil commotion, military action, or an act of sabotage;
(b) a strike, lockout or industrial action, dispute or disturbance of any kind;
(c) an act of a government or a Government Authority;
(d) an act of God; or
(e) a storm, tempest, fire, flood, earthquake or other natural calamity;
"Fee means the Purchase Price, the Rental Price, the Service Fee and/or any Additional Fee;
"Future Rights" means jointly and severally all of those rights (statutory and otherwise) comprised in the Intellectual Property Rights which may arise, be created, be granted or acquired in any way whatsoever in the future in respect of the Products;
"Improvements" means any improvement, modification, enhancement, derivative, application or use of the Intellectual Property Rights conceived, created or arising during or subsequent to the Customer’s access to the Products including all Future Rights;
"Initial Term" means the time period specified as such in the Purchase Order;
"Installation and Training Services" means the services specified as such in the Purchase Order;
"Intellectual Property Rights" means:
(a) jointly and severally any rights as they relate to confidential information, copyright, design rights, patent rights, eligible layout rights, the Improvements, and the Future Rights;
(b) all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field; and
(c) any application or right to apply for registration of any of the rights referred to in the subclause (a) and (b).
"Licence" means the right to use the Software granted by bizEbox to the Customer under this Agreement;
"Products" means the Equipment, the Software and the Services containing the Software;
"Purchase Order" means the purchase order forming part of this Agreement specifying the details of the Products to be provided to the Customer;
"Purchase Price" means the amount specified as such in the Purchase Order;
"Rental Price" means the price structure specified as such in the Purchase Order including, without limitation, the initial rental fee and the monthly rental fee;
"Service Level Agreement" means the service level agreement as specified on bizEbox's website;
"Services" means the automated off-site backup service and related services provided in accordance with clause 7;
"Service Fee" means the fee calculated in accordance with the provisions set out in the Purchase Order;
"Software" means the items, units or modules of software licensed to the Customer under this Agreement supplied with and installed on the Equipment or the Customer's server and any other software provided by bizEbox pursuant to the terms of this Agreement;
1.2 Interpretation
In the interpretation of this Agreement, unless the context or subject matter otherwise require:
(a) singular includes plural and vice versa;
(b) any gender includes every gender;
(c) a reference to a person includes corporations, trusts, associations, partnerships, a Government Authority, and other legal entities, and where necessary, include successor bodies;
(d) references to writing include printing, typing, facsimile and other means of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, in English;
(e) references to signature and signing include due execution of a document by a corporation or other relevant entity;
(f) references to months mean calendar months;
(g) references to statutes include statutes amending, consolidating or replacing the statutes referred to and all regulations, orders-in-council, rules, by-laws and ordinances made under those statutes;
(h) references to sections of statutes or terms defined in statutes refer to corresponding sections or defined terms in amended, consolidated or replacement statutes;
(i) headings and the table of contents are used for convenience only and are to be disregarded in the interpretation of this Agreement;
(j) where any word or phrase is given a defined meaning, another grammatical form of that word or phrase has a corresponding meaning;
(k) each paragraph or sub-paragraph in a list is to be read independently from the others in the list;
(l) a reference to an agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time; and
(m) a reference to a party includes that party's executors, administrators, substitutes, successors and permitted assigns.
2. EQUIPMENT PURCHASE
2.1 Purchase
If, pursuant to the Purchase Order, the Customer is to purchase the Equipment, the provisions of this clause 2 shall apply. The provisions of this clause 2 shall not otherwise apply.
2.2 Agreement
bizEbox agrees to sell and the Customer agrees to purchase the Equipment for the Purchase Price on the terms and conditions of this Agreement.
2.3 Payment
The Customer shall pay to bizEbox the Purchase Price by the date and in the manner specified in the Purchase Order.
2.4 Delivery
bizEbox shall use reasonable endeavours to deliver the Equipment to the Customer by the date and in the manner specified in the Purchase Order.
2.5 Title
The parties acknowledge and agree that title to the Equipment does not pass to until the Customer has paid bizEbox the Purchase Price. Risk passes from bizEbox to the Customer upon delivery.
3. EQUIPMENT RENTAL
3.1 Rent
If, pursuant to the Purchase Order, the Customer is to rent the Equipment, the provisions of this clause 3 shall apply. The provisions of this clause 3 shall not otherwise apply.
3.2 Agreement
The Customer agrees to rent the Equipment from bizEbox for the Rental Price on the terms and conditions of this Agreement.
3.3 Payment
The Customer shall pay to bizEbox the Rental Price by the date and in the manner specified in the Purchase Order.
3.4 Delivery
bizEbox shall use reasonable endeavours to deliver the Equipment to the Customer by the date and in the manner specified in the Purchase Order.
3.5 Title
The Equipment shall remain the property of bizEbox during the term of this Agreement and shall be at all times clearly labelled to indicate such ownership.
3.6 Covenants
In addition to any other provision of this Agreement, the Customer covenants and agrees with bizEbox:
(a) To keep the Equipment in a good state of repair and to maintain the Equipment in good order and working condition at all times during the continuance of this Agreement and to arrange for the Equipment to be properly maintained and serviced;
(b) To immediately notify bizEbox in writing of the loss of or any damage to and defects in the Equipment;
(c) Not to make or suffer to be made any alteration, addition or attachment to the Equipment without the consent of bizEbox and not to alter or deface any identifying mark or number thereon;
(d) To notify bizEbox promptly on the change of its address and not, without the prior consent of bizEbox, remove the Equipment from the Customer’s premises to any other location;
(e) At all times to keep the Equipment under its control and not to purport to sell, assign, transfer, sub-let, part with possession or in any way encumber the Equipment or its interest hereunder;
(f) To use the Equipment solely for the purposes of this Agreement;
(g) To permit representatives of bizEbox access to the Equipment at all reasonable times for the purpose of inspecting, testing or repairing the Equipment;
(h) To indemnify and hold bizEbox harmless from and against all costs and expenses, damages, liabilities or claims of any nature whatsoever resulting from or in any way arising from or related to the possession, use or operation of the Equipment by the Customer, its servants or agents;
(i) To notify any person seizing the Equipment of bizEbox's rights thereto and to immediately notify bizEbox in writing of such seizure;
(j) To observe and comply with in all respects all government legislation affecting the Equipment or its possession or use; and
(k) To promptly return the Equipment (in a condition of good and substantial repair and working order) to bizEbox at the Customer's cost on termination of this Agreement.
4. INSTALLATION AND TRAINING
4.1 Provision
bizEbox shall provide the Installation and Training Services at the time specified in the Purchase Order or as otherwise agreed between the parties.
4.2 Pre-Installed Software
The parties acknowledge and agree that Software may be installed on the Equipment prior to deliver and that any such Software is licensed on the terms set out in this Agreement.
4.3 Installation
In order to allow the proper operation of the Equipment, bizEbox, may need to, as part of the installation process, install further Software on the Customer's servers or systems. The Customer must ensure that such servers and systems are available to bizEbox at the time of installation.
5. SOFTWARE LICENCE
5.1 Licence
bizEbox grants to the Customer a personal, non-exclusive, non-transferable Licence to use the Software in its object (machine-executable) code only which shall continue until this Agreement is terminated in accordance with its provisions
5.2 Updates
The Customer acknowledges and agrees the right to use any updates, modifications, additions or other derivatives of the Software made available to it are made pursuant to the terms of this Agreement.
6. EQUIPMENT AND SOFTWARE
6.1 Interference
bizEbox shall not be responsible for any failure of the Equipment or Software where such failure is caused or contributed to by unauthorised interference, alteration, modification or changes to the Equipment or the Software by the Customer.
6.2 Modifications
The Customer agrees not to make any attempt or authorise any attempt to:
(a) decompile, reverse engineer, dissemble or otherwise derive the source code from the Software;
(b) modify, enhance, translate, alter, upgrade or create derivative works of the Software;
(c) strip out or alter any trade mark, service right, copyright, patent, trade secret or other Intellectual Property Rights notice, legend, warning, marking or indication on any component of the Equipment or the Software.
6.3 Facilities
The Customer shall:
(a) provide and maintain all necessary terminal equipment, telecommunications services and the computer network required to access or use the Equipment; and
(b) operate and use the Equipment only in the manner specified by bizEbox.
6.4 Third Parties
The Customer shall not attempt to sell, resell or provide to third parties any right of access or use of the Equipment without bizEbox's prior written consent.
7. SERVICES
7.1 Provision
In conjunction with the Equipment and the Software, bizEbox shall, for the Service Fee, provide the Services.
7.2 Payment
The Customer shall pay the Service Fee to bizEbox in accordance with the terms set out in the Purchase Order.
7.3 Back-up
In accordance with the configuration determined by the Customer, the Equipment and the Software shall periodically back-up the Customer Data and transfer it to bizEbox's servers.
7.4 Monitoring
bizEbox shall monitor the performance of the off-site backup service and ensure back-ups are undertaken in accordance with the Customer's configuration.
7.5 Hard Copy
Where the customer has chosen the Archive service, bizEbox shall, unless otherwise arranged between the parties, store a hard copy back-up containing the backed-up Customers data from the previous month at a secure location as ascertained by bizEbox.
7.6 Disaster Recover
In the event that the Customer suffers a loss of data and requires a copy of the Customer Data held at the bizEbox Archive Vault, bizEbox shall provide a back-up copy in a format acceptable to the Customer, containing the most recent copy of the backed-up Customer Data and use reasonable efforts to assist the Customer to restore its system to an operation state. On site service may be provided in this circumstance for an Additional Fee.
7.7 SLA
bizEbox shall provide the Services in accordance with the Service Level Agreement.
7.8 Additional Services
The Customer may at any time request bizEbox to provide extra support and maintenance services and bizEbox may render an extra charge for doing so.
8. FEES
8.1 SLA
The Fees may be reduced in accordance with the Service Level Agreement.
8.2 Other Fees
Other than the Purchase Price, the Rental Price and Service Fee, bizEbox shall be entitled to charge an Additional Fee for any other facilities provided or services performed in connection with this Agreement. bizEbox shall notify the Customer of the extent and nature of such fees prior to undertaking any work to which an Additional Fee will apply.
8.3 Invoices
As each Fee arises, bizEbox will promptly deliver an invoice to the Customer setting out the amounts due to bizEbox and the relevant payment date. bizEbox will ensure the invoice:
(a) contains sufficient detail to enable the Customer to identify the subject of the Fee, the period in which such services were supplied and the amount payable in respect of them;
(b) is addressed in accordance with the Customer’s requirements as advised to bizEbox in writing; and
(c) complies with the GST Law.
8.4 Disputed Charge
If the Customer disputes the whole or any portion of the amount claimed in an invoice submitted by bizEbox, the Customer must:
(a) pay the portion of the amount stated in the invoice which is not in dispute; and
(b) notify bizEbox in writing within seven (7) days of receipt of the invoice of the reasons for disputing the remainder of the invoice.
If it is determined or resolved that some or the entire amount in dispute ought properly to have been paid at the time it was first invoiced, then the Customer shall pay the amount finally resolved together with interest calculator at the rate of 12% per annum.
8.5 GST and other amounts
Unless otherwise expressly stated, the Fees are exclusive of GST, other taxes, duties and charges imposed or levied in Australia or overseas in connection with this Agreement, such amounts being payable by the Customer. If GST is payable in respect of any Fees, then the amounts charged pursuant to this Agreement are to be increased so that bizEbox receives an amount (an “Increased Amount”) which, after subtracting the GST on the Increased Amount, results in bizEbox retaining an amount equal to the original Fee after payment of the GST. Without limiting the foregoing, the Customer shall be liable for any new taxes, duties or charges imposed subsequent to the commencement of this Agreement.
8.6 Non-Payment
Without limiting the generality of any other provision of this Agreement, should the Customer fail to pay any Fees by the appropriate Payment Date, bizEbox must issue a default notice to the Customer requiring payment within (14) days and if payment is note made within (14) days of service of the notice bizEbox may:
(a) discontinue or suspend the Customer’s Services;
(b) alter the functionality or usability of the Services for the Customer; or
(c) otherwise limit the Customer’s access to the Services;
and may charge an Additional Fee for the reinstatement of such access or functionality.
9. CUSTOMER DATA
9.1 Provision of Information
Through the usage of the Services, Customers will provide and have stored on bizEbox’s servers, Customer Data.
9.2 Security
The bizEbox shall use all reasonable endeavours to ensure that bizEbox’s servants, agents and employees provide a secure environment for the any Customer Data held on its systems as a result of use of the Services. The Customer however acknowledges that no information which is available on the internet is completely secure and agrees that bizEbox will not be liable for any loss or damage or to any extent should such security measures be overcome or breached and the Customer hereby indemnifies bizEbox in respect of any such Claims.
9.3 Privacy
All Customer Data held on bizEbox's servers is in encrypted form and is unable to be accessed by bizEbox without the security details provided by the Customer. BizEbox hereby undertakes to maintain the privacy of all Customer Data and not to use it for any purpose outside those provided for in this agreement without the consent in writing of the Customer.
10. FAULTS AND AVAILABILITY
10.1 Reporting
On discovering a fault in the Software the Customer shall report the fault to the Reseller via their established help desk. The Customer shall, in reporting faults, specify whether they are "critical" or "non-critical". A fault shall be regarded as critical if it prevents the Customer from undertaking the activities it usually conducts by or through the Software. All other faults shall be regarded as non-critical.
10.2 bizEbox Access
The Customer agrees to ensure at its cost and expense bizEbox will have remote, dial up or direct access to the Equipment at all times to enable bizEbox to perform maintenance on the Equipment.
10.3 Critical Faults
On notification of a critical fault, a qualified and competent representative of bizEbox shall telephone the Customer to ascertain the nature and extent of the fault. bizEbox’s representative shall then, if required by the Customer, access the Software by remote means in order to rectify the fault. If the fault cannot be rectified then bizEbox shall be informed of the existence and nature of the fault.
10.4 Escalation for Critical Faults
If a critical fault cannot be rectified then bizEbox shall telephone the Customer to advise bizEbox’s plans to rectify the fault.
10.5 Non-critical Faults
bizEbox shall use its reasonable endeavours to rectify non-critical faults as soon as practicable. bizEbox may, if it considers it reasonable to do so, elect to remedy non-critical faults in the next revision of the Software.
10.6 Availability
bizEbox shall use its best endeavours to provide the Services on a continuous basis during the Term, provided however that bizEbox may suspend all or part of The Services including where:
(a) there is an electrical storm, tempest, electrical short circuit, power failure, telecommunications failure or fault;
(b) there is an industrial dispute or lockout;
(c) it is reasonably required to reduce or prevent fraud or interference with The Services;
(d) bizEbox is required to comply with an order, instruction or request of government, or other such competent body;
(e) there is an act of God, war, government action, or any other circumstance beyond bizEbox’s reasonable control occurs; or
(f) the Customer has failed to pay Fees that are due and payable to bizEbox within 14 days of being given a default notice in accordance with this Agreement.
If any of the events occur in accordance with this clause 10.6, bizEbox will use its best endeavours to provide notice to the Customer of the suspension.
10.7 Notice of Maintenance
bizEbox will use its reasonable endeavours to, except in emergency situations:
(a) provide the Customer with 48 hours' notice of any scheduled maintenance of the Services; and
(b) undertake any scheduled maintenance between the hours of 2am and 7am AEST on weekdays or on weekends.
10.8 Loss of Access
Except as expressly provided for in the SLA, the Customer shall have no claim against bizEbox in respect of loss of access or functionality to the Services whether such claim lies in contract, tort or otherwise for any loss or damage howsoever arising.
11. COMPLIANCE
11.1 Warranties
The Customer agrees to ensure that any data transported using the Equipment:
(a) does not infringe any third party Intellectual Property Rights or other rights;
(b) does not breach any law, standards, content requirements or applicable laws of conduct;
(c) does not contain any material that is defamatory, pornographic, depicts acts of violence, sexual acts or which may perpetuate hatred against any person or group or have the likely effect of causing harm;
(d) does not contain any instructions which if implemented might cause damage or injury to any person or property;
without limiting the generality of the above, will not expose bizEbox to the risk of any Claim, legal or administrative action.
11.2 Customer Fault
If a fault in the Equipment or Software is caused or contributed to by the Customer or any other agent, contractor or third party:
(a) using the Software in combination with software other than software which bizEbox has authorised the Customer in writing to use with the Software; or
(b) failing to comply with generally accepted system housekeeping procedures;
then the bizEbox shall not be required to remedy the fault. It may, however, in its sole discretion, do so and may charge the Customer an Additional Fee.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Ownership
The Customer acknowledges and agrees bizEbox is the owner of the Intellectual Property Rights in respect of the Software and the Customer by virtue of this Agreement derives only the right to use the Software in conjunction with the Equipment.
12.2 Notification of Infringement
The Customer shall notify bizEbox as soon as practicable of any infringement, suspected infringement or alleged infringement by the Software of the Intellectual Property Rights of any person.
12.3 Improvements
The Customer hereby assigns absolutely to bizEbox all right, title and interest in the Improvements including the Future Rights which arise, are created or come into existence as a consequence of the Customer's use of the Products.
13. LIMITATION OF LIABILITY
13.1 Downtime
The Customer acknowledges and agrees that access to the off-site back-up services is reliant upon various factors outside the control of the bizEbox, including, without limitation, the Customer’s internet service provider, bizEbox’s hosting and web server and other factors which may impact upon the delivery of the off-site back-up services to the Customer via the internet. While the bizEbox shall use all reasonable endeavours to ensure the Customer has continuous access to the off-site back-up services, except to the extent provided for otherwise in the Service Level Agreement, bizEbox shall not be liable to the Customer or any other person for any Claim or to any other extent for loss or damage caused by such factors and the Customer hereby indemnifies the bizEbox in respect of any or all such Claims.
13.2 Limitation
Neither bizEbox nor its officers, directors, employees or agents will be liable to the Customer or any other individual or entity for any special, incidental, indirect, punitive or consequential damages arising out of this Agreement or the breach of it by bizEbox, including, without limitation, damages or costs incurred as a result of loss of time, loss of savings, loss of property, loss of data, or loss of profits and regardless of whether bizEbox has been apprised or notified of the possibility or likelihood of such damages or claims occurring or whether such claims or damages are based, or remedies are sought, in contract, negligence, strict liability, tort, products liability or otherwise;
13.3 Supply
Except as expressly provided for, the Equipment and Software is provided on an "as is" basis without any representation, warranty or condition, whether express or implied, statutory, out of a course of dealing or usage, trade or otherwise including any implied warranty or condition of merchantability quality or fitness for any particular purpose or use.
13.4 Supply
bizEbox does not warrant that the Software will be free of defect, uninterrupted, accurate, complete, current, stable, bug free, error free or available at any time in respect of its operation on the Equipment. bizEbox shall have no responsibility or liability whatsoever as a consequence of any data, lost, destroyed or damaged by the Equipment.
13.5 Implied Terms
To the maximum extent permitted by law, the parties acknowledge and agree that all representations, warranties and conditions that may be implied by law or otherwise, are hereby excluded. Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of all exercise of all liability under such condition of warranty, the condition or warranty shall be deemed to be included in this Agreement. However, the liability of bizEbox for any breach of such condition or warranty shall be limited, at the option of bizEbox to one or more of the following:
(a) if the breach relates to goods:
(i) the replacement of the goods or a refund on a pro rata basis;
(ii) the repair of such goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired; and
(b) if the breach relates to services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
13.6 Survival
The provisions of this clause shall survive the termination of this Agreement.
14. TERMINATION
14.1 Right to Terminate
Without limiting the generality of any other clause in this Agreement, bizEbox may terminate this Agreement immediately by notice in writing if:
(a) the Customer is in breach of any term of this Agreement and such breach is not remedied within fourteen (14) days of receipt of notice of breach from bizEbox;
(b) the Customer is in breach of any term of this Agreement, such breach being, in the opinion of bizEbox, incapable of being remedied;
(c) the Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
(d) the Customer, (if a partnership), dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
(e) the Customer, (if a natural person), dies;
(f) the Customer ceases or threatens to cease conducting its business in the normal manner;
or in any event, upon fourteen (14) days’ notice.
14.2 Additional Rights
If notice is given to the Customer by bizEbox pursuant to clause 14.1, bizEbox may, in addition to terminating this Agreement:
(a) retain any moneys paid by the Customer;
(b) charge a reasonable sum for work performed in respect of which work no sum has been previously charged;
(c) be regarded as discharged from any further obligations under this Agreement;
(d) exercise a lien over the Customer's Data until all Fees payable by the Customer are paid; and
(e) pursue any additional or alternative remedies provided by law.
14.3 Customer Rights
After the Initial Term, the Customer may terminate this agreement at any time by giving to bizEbox thirty (30) days notice in writing and by paying all outstanding Fees and all others amounts owing and all Fees and other amounts that will become owing up to and including the termination date.
14.4 Termination Fee
If the Customer terminates the Agreement during the Initial Term, it shall pay to bizEbox, by way of liquidated damages, an amount equal to the number of months remaining until the end of the Initial Term multiplied by the average of the monthly Fees the Customer had paid during the term of the Agreement.
14.5 Customer Data
The Customer acknowledges and agrees that bizEbox will destroy any Customer Data held by it 30 days after the termination of this Agreement.
15. FORCE MAJEURE
15.1 Performance
If a party is prevented, hindered or delayed from performing its Obligations under this Agreement by an Event of Force Majeure, then as long as that situation continues, that party shall be excused from performance of the Obligation to the extent it is so prevented, hindered or delayed, and that time for performance of the Obligation shall be extended accordingly, but if time is of the essence of this Agreement, time shall continue to remain of the essence.
15.2 Notice
A party affected by an Event of Force Majeure shall take all reasonable endeavours to immediately notify the other parties of its occurrence and its effect or likely effect, and (subject to the provisions of the next clause) use all reasonable endeavours to minimise the effect of the Event of Force Majeure and to bring it to an end.
16. GENERAL
16.1 Confidentiality
Each party agrees:
(a) to treat all information which comes to its knowledge or into its possession in connection with this Agreement as strictly private and confidential; and
(b) not to divulge that information or the existence of this Agreement to any third party, other than to the party’s consultants or advisers who have a need to know; and
(c) not to use that information in any way for profit, unless and until it becomes public knowledge otherwise than by that party’s own disclosure.
16.2 Security
The Customer shall be solely responsible for the supervision, management and control of the Software. Throughout the term of this Agreement the Customer will use its best endeavours to ensure that the Equipment and Software is protected at all times from unauthorised access or use by a third party or misuse, damage or destruction by any person.
16.3 No Waiver
No failure, delay or indulgence by any party in exercising any power or right conferred on that party by this Agreement shall operate as a waiver of such power or right. Nor shall a single exercise of any such power or right preclude further exercises of that power or right or the exercise of any other power or right under this Agreement.
16.4 No Assignment
The Customer shall not transfer or assign or deal in any manner with the benefit or burden of this Agreement without the consent of bizEbox in writing. The rights and obligations of bizEbox can be assigned or subcontracted without the prior consent or approval of the Customer.
16.5 Severability
If any part of this Agreement is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, such determination shall not impair the enforceability of the remaining parts of this Agreement which shall remain in full force.
16.6 Governing Law
This Agreement shall be governed by and construed in accordance with, the laws of Queensland. The parties submit to the exclusive jurisdiction of the Queensland courts in relation to all disputes arising out of or in connection with this Agreement.