We value transparency… so here’s all the fine print
Shipeezi is committed to being transparent in all areas of our business.
They outline how data is collected, processed, and stored, what services we provide, and what responsibilities and liabilities you have when dealing with us. Read them over carefully to get the best out of your interactions with Shipeezi.
Terms of Sale
These Terms of Sale are subject to change without prior written notice at any time in Shipeezi’s sole discretion, and such changes shall apply to any purchases made after such changes are posted to the relevant Site. You should review these Terms of Sale prior to each purchase you make so you are aware of the specific terms applicable to such transaction. If you do not agree with these Terms of Sale, do not make any purchases via Shipeezi website.
Purchases from Shipeezi Site are worldwide.
Sales to End Users Only
The Shipeezi Site sell services to end user customers only.
Account Security and Purchase Eligibility
To make purchases via Shipeezi Site you must create an account and comply with all Terms and Conditions (including these Terms of Sale). You acknowledge that you are responsible for maintaining the confidentiality of your unique login details and password, and you agree to accept all responsibility for all purchases made, and other liabilities incurred, in respect of your account. Shipeezi may refuse or cancel any orders made via Shipeezi Site at any time in its absolute discretion.
Agreement to Pay
You agree to pay for all goods and services you purchase through Shipeezi Site, and that Shipeezi may charge your account for any goods and services purchased, and for any relevant additional amounts (including taxes and fees). You are responsible for the timely payment of all fees.
All sales are final. To make a purchase, you must confirm you wish to purchase the product or procure the service by clicking the “Purchase” button when displayed. The transaction is deemed complete upon clicking of the “Purchase” button (subject to successful processing of payment). You have the right to cancel your contract at any given point by sending an email to email@example.com and upon payment of outstanding fees that might apply according to your type of contract.
Shipeezi accepts the following payment methods: Credit card and Direct debit and/or Invoice.
Shipeezi accepts the following credit cards: VISA, MASTERCARD and AMERICAN EXPRESS.
By submitting an order through Shipeezi, you authorise Shipeezi, or its designated payment provider, to charge the account you specify for the full purchase amount. Transactions will appear on your statement as being from Shipeezi Pty Ltd.
Unless expressly stated otherwise, all prices displayed on Shipeezi Sites are not inclusive of Goods and Services Tax (GST).
Shipeezi reserves the right to change prices for goods or services offered on Shipeezi Sites at any time.
Product and Service Availability
Shipeezi may revise, discontinue or modify goods or services available via the Shipeezi Sites at any time without prior notice to customers, and goods or services may become available without notice. Shipeezi shall have no liability of any kind if a good or service that has been ordered is unavailable. On occasion, a good or service may become unavailable following a transaction but prior to delivery or performance. Your sole remedy in such cases is a refund of the price paid for the unavailable good or service.
LAST UPDATED ON MAY 9TH 2023.
Acceptance of these Terms and Conditions
Please read these Terms and Conditions carefully before using any Shipeezi Site
Your use of the Shipeezi Sites constitutes your agreement to the Terms and Conditions regardless of whether you have registered for an account on a Shipeezi Site.
Shipeezi reserves the right to amend, update, change or delete portions of the Terms and Conditions at any time without prior notice and you should review the Terms and Conditions from time to time to ensure you are familiar with your obligations.
If you choose not to be bound by these Terms and Conditions, or any amendment to the Terms and Conditions at any time, you must stop using the Shipeezi Sites immediately. Your continued use of the Shipeezi Sites following our posting of any amendment to these Terms and Conditions will be deemed acceptance of that amendment.
Additional Terms and Conditions
Additional terms and conditions, including the Terms of Sale, may apply to the purchase of goods and services available via the Shipeezi Sites. Unless otherwise provided in those terms and conditions, those terms and conditions are incorporated into these Terms and Conditions. If there is any conflict between these Terms and Conditions and the terms applicable to a specific portion of a Shipeezi Site or for any good or service offered through a Shipeezi Site, the latter terms will apply with respect to your use of that part of the Shipeezi Site or the relevant service.
You must provide and are responsible for all costs of all equipment, software and mobile or internet connectivity required to access the Shipeezi Sites.
Use of the Shipeezi Sites
When using the Shipeezi Sites, you are permitted to view, print and download material for personal, non-commercial use only. You may not distribute, sell, transmit, reproduce or publish by electronic or any other means any part of the data or content on a Shipeezi Site, or make any commercial use of a Shipeezi Site, without the prior written permission. To request permission email us at firstname.lastname@example.org
To access some parts of the Shipeezi Sites or to procure certain goods or services via a Shipeezi Site you may need to create an account.
Account holders must:
(a) provide accurate and complete information when creating an account;
(b) update details where necessary to maintain accurate and complete information;
(c) keep all login and password details confidential; and
(d) immediately notify Shipeezi if the account holder becomes aware of any unauthorised access to or use of a Shipeezi Site in breach of these Terms.
Account holders acknowledge that:
(a) account holders are responsible for all use of their login and password details whether authorised or not;
(b) Shipeezi may, at any time, cancel an account, username, login details, or password with respect to the use of a Shipeezi Site; and
(c) Shipeezi accepts no liability for any unauthorised use of an account.
Intellectual property in content on the Shipeezi Sites
All intellectual property in the Shipeezi Sites and in content on the Shipeezi Sites is property of Shipeezi or third party licensors. You must not sell, rent, modify, adapt, edit, copy, reproduce, decompile, communicate, transmit, make available, broadcast, perform, republish, sublicense, commercialise, or otherwise transfer or deal with the content in any way except as expressly permitted under these Terms and Conditions.
You acknowledge that you have no right, title or interest in or to any aspect of any Shipeezi Site
Shipeezi does not warrant or guarantee and accepts no responsibility for the accuracy or completeness of any content for any purpose. Subject to any statutory provisions which may not be excluded by law, Shipeezi will not be held liable for any damages whatsoever resulting from any action arising in connection with the use of any content or its publication, including any action for copyright infringement, trade mark infringement, or defamation.
You must not use any Shipeezi trademarks without the prior written approval. To make a request email us at email@example.com
Prohibited uses of the Shipeezi Sites include, but are not limited to:
(a) violating these Terms and Conditions or any policy posted on a Shipeezi Site;
(b) using the Shipeezi Sites in a manner inconsistent with applicable policies, laws, statutes, and regulations;
(c) criminal or tortious activity or the infringement of intellectual property rights;
(d) circumventing or modifying or attempting to circumvent or modify, adapt, translate, sell, reverse engineer, decompile or disassemble any security technology or software that is part of a Shipeezi Site;
(e) deleting, circumventing or altering any legal notices, rights management information or technological protection measures;
(f) activity that involves the use of viruses, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment, or otherwise permit the unauthorised use of or access to a computer or a computer network;
(g) interfering with the use of the Shipeezi Sites by others, including but not limited to interfering with the computer systems which support the Shipeezi Sites, overloading a service, engaging in a denial-of-service attack, or attempting to disable a host; or
(h) impersonating or falsely representing your association with any person or organisation.
Shipeezi may take action (including legal action) against any person who, in Shipeezi’s determination, engages in any prohibited activity on or through a Shipeezi Site. Shipeezi reserves the right to cooperate fully with any law enforcement authority in any jurisdiction and comply with the law or legal process.
Third party Websites
The Shipeezi Sites may contain links or references to internet sites operated by third parties. These third party sites are not under the control of Shipeezi and Shipeezi is not responsible for the content of these sites. Shipeezi makes no representations or warranties and accepts no responsibility for the accuracy, completeness, content or use of the information accessible from these sites. Inclusion of any linked website on a Shipeezi Site does not imply approval or endorsement of the linked website. When you access such third party sites you do so at your own risk.
These Terms and Conditions are effective until terminated by Shipeezi and Shipeezi may terminate these Terms and Conditions without prior notice to you.
You can, at any time, deactivate your account on a Shipeezi Site by visiting the support page on the relevant Shipeezi Site and following the prompts to delete the account.
Limitation Of Liability
Shipeezi does not exclude any rights and remedies in respect of goods or services under the Competition and Consumer Act 2010 (Cth) which cannot be excluded, restricted or modified. However, Shipeezi does exclude all other rights, remedies, conditions, and warranties in respect of goods, services and the Shipeezi Sites which may be excluded under law, custom or statute.
To the maximum extent permitted by law, Shipeezi’s liability in respect of any goods or services purchased from or through a Shipeezi Site which cannot be excluded or restricted is limited to the lesser of: (i) the replacement of any good or service purchased; and (ii) a refund of the purchase price paid by you to Shipeezi for that good or service.
Shipeezi will not be liable for any indirect, incidental, special, punitive and/or consequential damages, loss of profits and/or income, loss of data, loss of use, claims of third parties, or other losses of any kind which result from any use or access of, or any inability to use or access any Shipeezi Site, even if Shipeezi has been advised of the possibility of such damages or losses.
The Shipeezi Sites are provided as-is and as available. Subject to clause 11, Shipeezi makes no warranties of any kind, express or implied, about the Shipeezi Sites, or the goods and services provided through the Shipeezi Sites, including but not limited to any warranties:
(a) about the accuracy and reliability of the material posted on the Shipeezi Sites;
(b) that your access to the Shipeezi Sites or the material on the Shipeezi Sites will be free from errors, defects, bugs or viruses, uninterrupted, or reparable if damaged or impaired.
Shipeezi is not liable to you or any other person in respect of any interference with or damage to your computer system or any other device which occurs in connection with your use of a Shipeezi Site.
Shipeezi assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, theft or destruction or unauthorised access to, or alteration of, any user communication. Shipeezi is not responsible for any technical problems or malfunction of any telephone network or lines, online systems, servers, providers, hardware, software, due to technical problems or traffic congestion on the internet or on any Shipeezi Site. Shipeezi also expressly disclaims any warranty of fitness for a particular purpose.
Shipeezi reserves the right to modify, suspend, or terminate operation of or access to any Shipeezi Site, or any portion of a Shipeezi Site and to interrupt the operation of a Shipeezi Site or any portion of a Shipeezi Site as necessary to perform maintenance at any time, for any reason and without notice.
You indemnify Shipeezi, licensees and/or assignees, and their respective officers, agents, partners and employees in respect of any claims, loss, damage or costs (including legal costs on a full indemnity basis) arising from or in connection with:
(a) any breach or alleged breach by you of these Terms and Conditions;
(b) your use of any Shipeezi Site; and
(c) any violation of any law or the rights of any third party.
Shipeezi’s failure to exercise or enforce any one or more of its rights under these Terms and Conditions will not constitute a waiver of its rights.
These Terms and Conditions constitute the entire agreement between you and Shipeezi regarding your use of the Shipeezi Sites, superseding any prior agreements between you and Shipeezi relating to your use of the Shipeezi Sites.
If any part of these Terms and Conditions are or become illegal, invalid or unenforceable in any relevant jurisdiction, the legality, validity or enforceability of the remainder of these Terms and Conditions will not be affected and these Terms and Conditions will be read as if the part had been deleted in that jurisdiction only.
Rights and remedies cumulative
Shipeezi’s rights and remedies are cumulative and none of them limits any other remedy or right of Shipeezi. Your undertakings and obligations are cumulative and none of them limits any other of your undertakings or obligations.
Shipeezi may assign its rights under these Terms and Conditions in whole or in part to any other person in Shipeezi’s absolute discretion.
These Terms and Conditions will be governed and interpreted in accordance with the laws of the State of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in that State.
LAST UPDATED ON MAY 9TH, 2023.
Privacy and Compliance Policy
Shipeezi has a legal obligation to comply with all applicable legislation affecting its business operations, and every employee must play their part in meeting these requirements, in areas such data privacy, intellectual property, and governance.
- “We”, “us” and “our” means Shipeezi Pty Ltd ACN 633 689 764; and
- “I”, “You”, “Your” and “Customer” are references to a user of the Shipeezi Services and products (including the Shipeezi website) or who otherwise provide us with Personal Information.
What is Personal Information?
Shipeezi provides services and products, including the provision of the Shipeezi website (the “Service” or “Services”), which may result in us collecting your Personal Information.
The provision of the Services may involve the collection, use, disclosure and/or storage of data about a company or individual. That data can include Personal Information. “Personal Information” is any information or an opinion about an identified individual or an individual who can be reasonably identified from the information or opinion. Information or an opinion may be Personal Information regardless of whether it is true.
What Personal Information do we collect and hold?
Shipeezi may collect Personal Information directly from you when you:
- create an account on a Shipeezi Site or register to use a Service;
- use a Service;
- contact the Shipeezi support team; or
- visit the Shipeezi website.
Customers can always choose not to provide Personal Information to Shipeezi, but it may mean that we are unable to provide them with all or part of a Service.
The information we collect from you may include your identity and contact details, your history of purchases, your use of the Services, the commercial terms of your use of the Services, and details of enquiries or complaints you make.
We may collect information about how you access, use and interact with the website and we do this by using a range of tools available for that purpose.
This information may include:
- the location from which you have come to the site and the pages you have visited; and
- technical data, which may include IP address, the types of devices you are using to access the website, device attributes, browser type, language and operating system.
In providing the Services, Shipeezi utilises “cookies”. A cookie is a small text file that is stored on a browser’s computer for record-keeping purposes. A cookie does not identify browsers personally or contain any other information about them, but it does identify their computer.
We and some of our affiliates and third-party service providers may use a combination of “persistent cookies” (cookies that remain on a browser’s hard drive for an extended period of time) and “session ID cookies” (cookies that expire when closing the browser) on the Shipeezi website to, for example, track overall site usage, and track and report on your use and interaction with ad impressions and ad services.
Browsers can set their browser to notify themselves when they receive a cookie so that they will have an opportunity to either accept or reject it in each instance. However, browsers should note that refusing cookies may have a negative impact on the functionality and usability of the Services.
Why do we collect, hold and use your Personal Information?
Shipeezi collects, holds, and uses your Personal Information for limited purposes.
Shipeezi collects Personal Information so that we can provide you with the Services and any related Services you may request. In doing so, Shipeezi may use the Personal Information we have collected from customers to provide the Services and for purposes related to the Services including:
- verifying identity;
- administering the Service;
- notifying customers of new Services or changes to existing Services;
- carrying out marketing or training relating to a Service;
- assisting with the resolution of technical support issues or other issues relating to the Services;
- complying with laws and regulations in applicable jurisdictions;
- communicating with customers about the Services and about Shipeezi generally; and
- any other purposes reasonably connected to any of the foregoing.
How do we collect your Personal Information?
In addition to the methods of collection described above, we may collect data:
- Shipeezi may receive Personal Information from customers about others.
- When requested to do so by Shipeezi, customers must also assist Shipeezi with any requests by the individual to access or update the Personal Information customers have collected from them and disclosed to Shipeezi.
Shipeezi can aggregate customers’ non-personally identifiable data
By using a Service, customers agree that Shipeezi can access, aggregate and use non-personally identifiable data Shipeezi has collected from customers and can manually de-identify Personal Information to create a non-personally identifiable dataset. This data will in no way identify customers or any other individual.
Shipeezi may use this aggregated non-personally identifiable data to:
- assist us to better understand how our customers are using the Services;
- provide our customers with further information regarding the uses and benefits of the Services;
- enhance business productivity, including by creating useful business insights from that aggregated data and allowing customers to benchmark their business’ performance against that aggregated data; and
- otherwise to improve the Services.
How do we store and hold Personal Information?
Shipeezi holds your Personal Information on servers located in Australia.
By providing Personal Information to Shipeezi, customers consent to Shipeezi storing your Personal Information on servers hosted in Australia. While Personal Information will be stored on servers located in Australia, it will remain within Shipeezi’s effective control at all times. The server host’s role is limited to providing a hosting and storage service to Shipeezi, and we’ve taken steps to ensure that our server hosts do not have access to, and use the necessary level of protection for, customers’ Personal Information.
Shipeezi takes steps to protect Personal Information
Shipeezi is committed to protecting the security of Personal Information and we take all reasonable precautions to protect it from unauthorised access, modification or disclosure. These precautions include:
- Personal information is stored on secure servers that have SSL Certificates issued by leading certificate authority Trustwave, and all data transferred between you and the Services is encrypted;
- All employees must comply with internal information security policies and keep information secure; and
- Regularly monitoring and reviewing our practise against our own policies and industry best practise.
However, the internet is not in itself a secure environment and we cannot give an absolute assurance that your information will be secure at all times. Transmission of Personal Information over the Internet is at customers’ own risk and they should only enter, or instruct the entering of, Personal Information into the Service within a secure environment.
We will advise at the first reasonable opportunity upon discovering or being advised of a security breach where a customer’s Personal Information is lost, stolen, accessed, used, disclosed, copied, modified, or disposed of by any unauthorised persons or in any unauthorised manner.
If our customer is an account holder it is their responsibility to keep their password to the Services safe. They should notify us as soon as possible if they become aware of any misuse of their password, and immediately change their password within the Service or via the “Forgotten Password” process.
Who do we disclose your Personal Information to, and why?
Shipeezi only discloses Personal Information in limited circumstances.
Shipeezi may provide customers’ Personal Information, including the commercial terms of their use of the Services, to third parties for commercial purposes, where the customer has been referred by Shipeezi’s commercial partners to Shipeezi. Customers expressly consent to the disclosure of Personal Information to third parties for such purposes.
Shipeezi may provide customers’ Personal information to third party service providers who assist Shipeezi in providing the Services or to other third parties for related purposes such as credit reporting and transaction processing services and customers expressly consent to the transfer of Personal Information for such purposes, in each case on a worldwide basis.
Shipeezi will not otherwise disclose any Personal Information to a third party unless customers have provided express consent, or unless Shipeezi is otherwise permitted to under Australian privacy legislation. However, customers should be aware that Shipeezi may be required to disclose Personal Information without any consent in order to comply with any court orders, subpoenas, or other legal process or investigation including by tax authorities, if such disclosure is required by law. Where possible and appropriate, we will notify customers if we are required by law to disclose any Personal Information.
The third parties who host our servers do not control and are not permitted to access or use customers’ Personal Information except for the limited purpose of storing the information. This means that, for the purposes of Australian privacy legislation and Australian users of the Service, Shipeezi does not currently “disclose” Personal Information to third parties located overseas.
If the ownership or control of all or part of the business changes, we may transfer your Personal Information to the new owner.
Do we use your Personal Information for Marketing?
We will use your Personal Information to offer you products and services we believe may interest you, but we will not do so if you tell us not to.
Where you receive electronic marketing communications from us, you may opt out of receiving further marketing communications by following the opt-out instructions provided in the communication.
Access to and correction of your Personal Information
It is the customer’s responsibility to ensure that the Personal Information provided to us is accurate, complete and up-to-date. Customers may request access to the information we hold about themselves, or request that we update, correct or delete any Personal Information we hold about them, by setting out a request in writing and sending it to us at firstname.lastname@example.org. Upon receipt of those requests, we may seek information from the customer to confirm they are the person to whom the Personal Information relates prior to processing their request.
Shipeezi will process the request as soon as reasonably practicable, provided we are not otherwise prevented from doing so on legal grounds. If we are unable to meet their request, we will let them know why. For example, it may be necessary for us to deny a request if it would have an unreasonable impact on the privacy or affairs of other individuals, or if it is not reasonable and practicable for us to process the request.
Customers may also delete their customers’, clients’ or service providers’ information. Our Services and related documentation gives the ability to delete certain information about them or their customer, client or service provider from within the Service. For example, they can remove content that contains information about them using the keyword search and editing tools associated with that content and they can remove certain profile information within their profile settings. Please note, however, that we may need to retain certain information for record keeping purposes, to complete transactions or to comply with our legal obligations.
We’ll only keep Personal Information for as long as we require it for the purposes of providing customers with the Service. However, we may also be required to keep some Personal Information for specified periods of time, for example, under certain laws relating to corporations, money laundering, and financial reporting legislation.
Your rights under the EU GDPR
Under the European Union (EU) General Data Protection Regulation (GDPR), as a data subject you have the right to:
- access your data;
- have your data deleted or corrected where it is inaccurate;
- object to your data being processed and to restrict processing;
- withdraw consent to having your data processed;
- have your data provided in a standard format so that it can be transferred elsewhere; and
- not be subject to a decision based solely on automated processing.
(Data Subject Rights)
We have processes in place to deal with Data Subject Rights requests. Our actions and responsibilities will depend on whether we are the controller or processer of the personal data at issue. Depending on our role as either a controller or processor, the process for enabling Data Subject Rights may differ, and are always subject to applicable law.
Customers can opt-out of any email communications
Shipeezi sends billing information, product information, Service updates and Service notifications to customers via email. Our emails will contain clear and obvious instructions describing how customers can choose to be removed from any mailing list not essential to the Service. Shipeezi will remove anyone at their request.
You are responsible for transfer of your data to third-party applications
Shipeezi has a privacy complaints process.
If any customers or browsers wish to complain about how we have handled their Personal Information, they can provide our Privacy Officer with full details of their complaint and any supporting documentation:
- by email at email@example.com; or
- by letter to The Privacy Officer, Shipeezi Pty Ltd, Level 2/11 York Street, Sydney NSW 2000.
Our Privacy Officer will endeavour to:
- provide an initial response to the query or complaint within 10 business days; and
- investigate and attempt to resolve the query or complaint within 30 business days or such longer period as is necessary and notify them.
If you remain unsatisfied with the way in which we have handled a privacy issue, you may approach an independent advisor or contact the Office of the Australian Information Commissioner (OAIC) (www.oaic.gov.au) for guidance on alternative courses of action which may be available.
Software As A Service (SAAS) Agreement
Dated as of the Commencement Date set out in Schedule 1.
Parties: The supplier party named in Schedule 1 (“Supplier”);
And: The customer party named in Schedule 1 (“Customer”).
i. The Customer requires access to the Application to assist the Customer in the Business referred to in Schedule 1.
ii. The Supplier has the right to license the Application described in Schedule 1.
iii. The parties have agreed for the Supplier to make the Application available to the Customer as a service and for the Supplier to provide other related services, on the terms of this Agreement.
It is agreed as follows:
1.1 In this Agreement, unless the contrary intention appears:
“Access and Use Procedures” means the access and use procedures in respect of the Application (including as to communications and security) as amended from time to time;
“Additional Charge” means an additional charge in accordance with the Supplier’s standard rates in effect from time to time;
“Affiliates” mean an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, a party. For this purpose, “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise;
“Agreement” means this document together with its schedules;
“Application” means the computer software application described in Item 1 of Schedule 2;
“Application Customisation” means any customisation, amendment, edit, add-on, extension or additional functionality of the Application requested by the Customer and developed by the Supplier in accordance with the terms of this Agreement;
“Background IP” in relation to a party means any Intellectual Property Rights:
i. which that party held prior to entry into this Agreement; or
ii. developed by or for that party independently of this Agreement;
“Business” means the Customer’s business as described in Item 3 of Schedule 1;
“Charges” means the Charges for the Services as specified in Schedule 4;
“Commencement Date” means the date specified in Item 4 of Schedule 1;
“Confidential Information” means:
i. information relating to the personnel, policies, business, systems and data of the parties;
ii. information relating to the terms of this Agreement;
iii. information which a party declares to be confidential at the time of disclosure;
iv. the Customer Data, and includes information relating to the Application but excludes information which:
a. is in the public domain as at the date of this Agreement, or at a later date comes into the public domain, where that confidential information has come into the public domain other than as a result of any breach of this Agreement;
b. is known to the Receiving Party before the date it is disclosed by the Disclosing Party or is lawfully obtained by the Receiving Party after that date, other than from a source which is connected with the Disclosing Party and which, in either case, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality to the Disclosing Party;
c. the Receiving Party can show that Confidential Information was independently developed by it other than in connection with this Agreement, without the aid of any personnel who have or have had access to the Disclosing Party’s Confidential Information;
“Customer Access Facilities” means telecommunications, networks, systems and any other facilities used or required by or on behalf of the Customer for accessing and making use of any Services other than the facilities provided by the Supplier from time to time under this Agreement;
“Customer Data” means data to which the Supplier is provided access by the Customer for the purpose of the Services;
“Data Protection Laws” means the applicable laws relating to personal data protection or privacy applicable to the Customer;
“Developed IP” means any Intellectual Property Rights created by or on behalf of the Supplier, or as a consequence of, the performance of this Agreement, including the performance of the Supplier’s Services;
“Force Majeure” means a circumstance beyond the reasonable control of the Supplier which results in the Supplier being unable to observe or perform on time an obligation under this Agreement. These circumstances include but are not limited to any:
i. act of God, lightning, storm, flood, fire, earthquake or explosion, cyclone, tidal wave, landslide, adverse weather conditions;
ii. outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority;
iii. industrial dispute;
iv. government restraint;
v. pandemic and/or epidemic; and
vi. other event which is not within the reasonable control of the parties;
i. the same as in the GST Law;
ii. any other goods and services tax, or any tax applying to this transaction in a similar way; and
iii. any additional tax, penalty tax, fine, interest or other charge relating to the taxes referred to in paragraphs i. and ii. above;
“GST Law” means the same as “GST Law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
“Intellectual Property Rights” means
i. all intellectual property rights, including all registered and unregistered rights in respect of copyright, designs, trademarks (including service marks), know-how, confidential or other proprietary information (including trade secrets), patents, inventions, computer software programs (in both source and object code form) and all other rights relating to inventions or discoveries or resulting from intellectual activity, whether in Australia or elsewhere;
ii. any application for, or right to apply for, registration of any matter described in paragraph i. above;
iii. any right to take action in relation to infringement or other misuse of any matter described in paragraph i. above; and
iv. any moral rights, including those moral rights arising under the Copyright Act 1968 (Cth) or any similar rights existing under any the laws of any jurisdiction;
“Management Services” means any services described in Schedule 2 in addition to providing access to the Application, which may include implementation, support, training and development services;
“Personal Data” means:
i. any information that can be used directly or indirectly, alone or in combination with other information, to identify an individual; or
ii. the meaning ascribed to it under the Data Protection Laws;
“Privacy Act” means the Privacy Act 1988 (Cth);
“Related Deliverables” means any goods or materials the Supplier is required to supply or supplies to the Customer as part of the Services and includes:
i. access to manuals, operating instructions, reports, drawings, specifications, instruction sheets, service guides and training materials; and
ii. licences and other rights of use necessary for the Customer to use the Related Deliverables and Services for their intended purpose;
“Schedule” means a schedule to this Agreement;
“Service Level” means the level of performance to be achieved by the Application and the level of service to be provided by the Supplier as specified in Schedule 3;
“Service Level Credits” means the credits provided by the Supplier if Service Levels are not met, as set out in Schedule 3;
“Services” means the services which the Supplier agrees to provide the Customer under this Agreement, which includes the Licence and the Management Services;
“Term” means the period set out in Item 6 of Schedule 1; and
“Territory” means the Territory set out in Item 8 of Schedule 1.
2.1 In this Agreement, unless the contrary intention appears:
i. the clause headings are for ease of reference only and are not relevant to interpretation;
ii. a reference to a clause number is a reference to its subclauses;
iii. words in the singular number include the plural and vice versa;
iv. words importing a gender include any other gender;
v. a reference to a “person” includes bodies corporate, unincorporated associations, partnerships and any other body with an independent legal capacity;
vi. a reference to a “clause” is a reference to a clause or subclause of this Agreement;
vii. a reference to a “subclause” is a reference to a subclause of the clause in which that reference is made;
viii. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
ix. a reference to a Schedule includes a reference to any part of that Schedule which is incorporated by reference;
x. the recitals to this Agreement do not form part of the Agreement; and
xi. monetary references are references to the currency of the United States of America. [Please amend as applicable]
3. Duration of Agreement
3.1 The Term commences on the Commencement Date and continues for the period specified in Item 6 of Schedule 1.
3.2 Subject to subclause 3.1, this Agreement may be renewed for subsequent terms of similar duration to the Term by written agreement of the parties. The Customer must provide at least thirty (30) days’ notice in writing prior to the expiry of the Term or any subsequent term if it wishes to renew the Agreement under this subclause.
3.3 Renewal of this Agreement under subclause 3.2 is subject to the consent of the Supplier. The Customer agrees that the Supplier may require an increase of the Charges as a condition of providing its consent to renewal.
4. Provision of access and management services
4.1 Subject to the terms of this Agreement, and in consideration of the Charges paid by the Customer to the Supplier, the Supplier grants the Customer a non-exclusive licence to use the Application within the Territory and for the Term in accordance with the provisions set out in Schedule 2 (Licence).
4.2 Subject to the terms of this Agreement and to the extent specified in Item 3 of Schedule 2, the Supplier will provide the Customer with those Management Services specified in Schedule 2.
4.3 The Customer agrees that it may only acquire and make use of the Services for the sole purpose of meeting the internal business needs of its Business and that its Business is accurately described in Item 3 of Schedule 1.
4.4 Other than for the Supplier’s obligation to grant the Customer the Licence as part of the Services, if any consents (which may include, without limitation, consents for the Supplier to lawfully access, use, store, process and disclose the Customer Data in accordance with any relevant privacy or other law) are required for the Supplier to provide the Services, the Customer must procure those consents for the Supplier. The Supplier’s obligations to provide the Services are conditional on those consents having been procured by the Customer. The Customer must comply with the Supplier’s requests for evidence that those consents have been obtained within a reasonable period of receipt of the request.
4.5 The Supplier may configure its system and determine the nature and manner of its internal technical support in its discretion. The Customer agrees to comply with the Access and Use Procedures.
4.6 Other than as expressly permitted by this Agreement, the Customer must not do or permit anything to be done in respect of the Application or the Services. Without limiting the preceding sentence, the Customer must not:
i. use the Application other than in accordance with the Access and Use Procedures;
ii. remove or modify any Application markings or any notice of the Supplier’s rights;
iii. make programs or materials resulting from the Services available to any third party for any purpose;
iv. commercially exploit the Services or the Application (including by making it available to any third party);
v. reverse engineer, decompile or otherwise attempt to obtain the source code of the Application via any means; and
i. distribute or transmit any part of the Services by any means.
4.7 The Customer must use reasonable efforts to prevent unauthorised third parties from accessing the Services. The Customer must keep all Application log-in details and passwords confidential at all times. The Customer must notify the Supplier as soon as practicable if it becomes aware that an unauthorised third party is accessing the Services and do anything reasonably required by the Supplier to prevent or stop the unauthorised access.
4.8 The Customer agrees that the access rights of any individual user permitted to use the Services (for example on a named or password-enabled basis) cannot be shared or used by more than one individual.
4.9 The Customer agrees that the maximum disk storage space to be made available to it for the purposes of this Agreement as at the Commencement Date is as specified in Schedule 2. The Customer agrees to comply with any notice from the Supplier for any changes to the Supplier’s practices, policies and limits relating to disk storage space.
4.10 The Customer agrees not to make or permit any use of the Services in a way which is unacceptable. Unacceptable use includes, but is not limited to any use which:
i. involves anything which is false, defamatory, harassing or obscene;
ii. involves unsolicited electronic messages (whether of a commercial nature or otherwise);
iii. would involve the contravention of any person’s rights (including intellectual property rights);
iv. may offend any laws;
v. violates the Access and Use Procedures; or
vi. may otherwise be regarded by the Supplier, on reasonable grounds, to be unacceptable.
5. Supplier Service Obligations
5.1 Subject to the terms of this Agreement, during the term of this Agreement the Supplier will use all reasonable efforts to ensure that the provision of the Services to the Customer meets the Service Levels set out in Schedule 3.
5.2 The Supplier must:
i. supply the Customer with all Related Deliverables necessary to give the Customer the benefit of the Services while this Agreement is in force;
ii. perform the Services in accordance with this Agreement and with the practices and standards which would reasonably and ordinarily be expected to be exercised by a skilled and experienced contractor providing services or deliverables of the same (or materially similar) nature as those to be provided by the Supplier under this Agreement.
5.3 The Supplier must:
ii. take reasonable steps to ensure that Customer Data is:
a. not disclosed other than in accordance with this Agreement;
b. is securely stored; and
c. is protected against misuse, corruption, loss, unauthorised access or disclosure.
6. Data and access
6.1 The Supplier will, to the extent specified in Schedule 2 or otherwise necessary to perform the Supplier’s obligations under this Agreement, make backup copies of the Customer Data.
6.2 The Supplier will on reasonable notice, make the Customer Data and related data, documentation or records maintained on behalf of the Customer available for inspection by the Customer or the Customer’s auditors.
6.3 If the Customer specifies a particular method for the backup of its data or requires reports to be generated or different types of access to be provided, the Customer agrees to pay any Additional Charges relating to those requests.
6.4 The Customer agrees that it has sole responsibility for the accuracy, quality, integrity, legal compliance, reliability, appropriateness and rights ownership in all the Customer Data. The Supplier acknowledges that all right, title and interest in and to the Customer Data is owned by the Customer. The Customer grants the Supplier a non-exclusive, revocable license in the Customer Data to the extent solely necessary to enable the Supplier to perform the Services and to comply with its obligations under this Agreement.
6.5 The Customer warrants that it has all rights and consents necessary to deal with the Customer Data, and for the Supplier to deal with the Customer Data, as provided under the terms of this Agreement and indemnifies and holds the Supplier harmless from any claim, loss or liability suffered by the Supplier in connection with a breach of this warranty.
6.6 The Customer agrees that there are limitations to the Application’s and Services’ ability to assist in the Customer’s business. The Customer agrees that the Application and the Services do not detect faulty or aberrant input data, do not take into account all of the matters that should be considered in decision-making regarding matters of relevance to the Customer’s business and should not be used as a substitute for the Customer’s independent and appropriately qualified decisions regarding matters of relevance to the Customer’s business.
6.7 The Customer is responsible for providing its own Customer Access Facilities.
6.8 The Customer warrants and will ensure that all Customer Access Facilities meet the security standards set out in the Access and Use Procedures and are and will remain free from any matter (including viruses) which may adversely affect the Supplier, the Application or the Services and are otherwise reasonably appropriate for use in conjunction with the Services.
6.9 Third party facilities, including software programs, may be necessary or appropriate for access to or use with the Application. The parties agree that:
i. the Customer’s right to make any use of those facilities is governed by the terms of the relevant third party licence, services or similar agreement and not by this Agreement; and
ii. the Supplier makes no representations in respect of the fitness for purpose of any third party software or service and expressly disclaims all liability in respect of these.
7.2 To the maximum extent permitted by law the Supplier may:
i. provide the Services from any locations, and/or through the use of contractors or sublicensees, worldwide;
ii. store Customer Data in Australia or other countries.
7.3 Without limiting clauses 4.4 and 10.1, the Customer agrees to provide any information, and to obtain all consents, relevant to its use of the Services and Application, including those in relation to the collection, use, disclosure, processing and storage of personal information of any individual whose personal information may be included in the Customer Data.
7.4 The Supplier will take reasonable measures to:
i. backup all Customer Data stored during the performance of the Services; and
ii. ensure that Personal Data is protected against loss and against unauthorised access, use, modification, disclosure or other misuse.
7.5 The Supplier will not use Personal Data other than for the purpose of performing its obligations under this Agreement unless required or authorised by Law.
7.6 The Supplier may, and the Customer acknowledges that the Supplier may, be required under the Telecommunications Act 1997 (Cth) to, among other things:
i. facilitate third party access to the Application;
ii. disclose the Customer Data and Personal Data; and
iii. remove electronic protection (including authentication and encryption) applied by the Supplier to the Application, Customer Data and Personal Data.
7.7 The Customer will keep a separate and safely stored backup copy of the Customer Data the Consumer supplies to the Supplier during the performance of this Agreement.
8.1 The Supplier will comply with reasonable Australian industry standards of systems hardware and Application integrity and security.
9.1 The Customer must pay the Charges and any Additional Charges at the rate and in the manner specified in Schedule 4.
9.2 The Customer must pay the Supplier those Additional Charges as invoiced by the Supplier from time to time for the supply of goods or services as provided in this Agreement.
9.3 If the Customer wishes to dispute the whole or any portion of an invoice submitted by the Supplier, the Customer:
i. must give notice to the Supplier containing all reasons claimed for disputing each portion of the invoice;
ii. if the Supplier reasonably:
a. agrees with the reasons claimed by the Customer, the Supplier will cancel the original disputed invoice and issue an invoice to the Customer for the amount that is agreed to be paid by the Customer in accordance with usual payment terms as set out in Schedule 4;
b. disagrees with the reasons claimed by the Customer, the Customer will promptly pay the portion of the amount stated in the invoice which is not in dispute and the dispute relating to the unpaid portion will be resolved in accordance with the dispute resolution procedure set out in clause 19 of this Agreement.
9.4 The Customer will pay the Supplier interest on any amount due and not paid by the Customer within the time required by this Agreement at the rate of interest specified in Schedule 4.
9.5 All amounts payable under this Agreement are exclusive of GST which will be payable in addition to any amount specified as payable.
10. Compliance with law
10.1 The Supplier is not liable to the Customer under this Agreement or otherwise if, and to the extent, the Customer’s access to or use of any Services is contrary to any obligations, including those owed under contract or any laws.
10.2 The parties indemnify each other against all claims, liabilities, losses, damages, costs and expenses (collectively “Losses”) incurred or likely to be incurred as a result of:
i. in the case of indemnification by the Customer: the Supplier’s collection, use, disclosure, processing, storage or other involvement with the Customer Data and any other information (in any form) relevant to the Customer’s relationship with the Supplier or provided by the Customer to the Supplier under this Agreement;
ii. in the case of indemnification by the Supplier: the Supplier’s use of the Customer Data provided by the Customer to the Supplier other than in accordance with this Agreement.
11. Confidentiality and Intellectual Property
11.1 A party (“Receiving Party”) must not, without the prior written approval of the other party, disclose the other party’s (“Disclosing Party”) Confidential Information except as permitted under this clause 11.
11.2 The Receiving Party undertakes to the Disclosing Party that the Receiving Party will, subject to this clause 11:
i. keep all the Confidential Information secret and ensure that the Confidential Information is protected with the degree of care and the security measures that the Receiving Party would apply to its own confidential information (but in no event less than a reasonable degree of care);
ii. use or disclose the Confidential Information only in connection with its performance of this Agreement or to exercise its rights under this Agreement;
iii. subject to clause 11.3:
a. not disclose the Confidential Information to anyone other than those directors, employees, agents and advisers of the Receiving Party as are strictly necessary for the performance of its obligations under this Agr
b. disclose the Confidential Information to those persons mentioned in paragraph (a) above only in confidence and only to the extent necessary for the performance of its obligations under this Agreement;
11.3 ensure that each person to whom Confidential Information is disclosed is fully aware of the Receiving Party’s obligations under this Agreement, and the Receiving Party will be liable to the Disclosing Party for any breach of confidentiality by any that person.
11.4 The Receiving Party may disclose Confidential Information to the extent required:
i. by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; or
ii. by the laws or regulations of any country with jurisdiction over the affairs of the Receiving Party,
in which case, but subject to clause 11.4, before it discloses any Confidential Information, the Receiving Party will (to the extent permitted by law) inform the Disclosing Party of the full circumstances and the information required to be disclosed.
11.5 The Customer specifically agrees and acknowledges that:
11.6 the activities of the Supplier and the transactions contemplated by this Agreement may be subject to the Telecommunications Act 1997 (Cth) under which an appropriately authorised governmental, regulatory or supervisory authority can issue a notice or direction on the Supplier to (among other things):
i. facilitate third party access to the Application;
ii. disclose the Customer Data and Personal Data; and
iii. remove electronic protection (including authentication and encryption) applied by the Supplier to the Application, Customer Data and Personal Data; and
iv. the Supplier will not be taken to be in breach of this Agreement (and the Customer must not bring any claim or demand against the Supplier) in circumstances where the Supplier is lawfully compelled to comply (and does so comply) with any such notice or direction.
11.7 All Background IP remains the property of the relevant owner and is not affected by this Agreement.
11.8 All Developed IP vests exclusively on its creation in the Supplier. However, the copyright in that Developed IP that is:
i. developed specifically for the Customer; and
ii. specified in writing and agreed by the parties as being for the exclusive use of the Customer,
will vest in the Customer, if the Customer:
i. has not breached this Agreement at any time;
ii. has paid all outstanding Charges; and
iii. has requested and executed a document providing for the assignment of the copyright in that Developed IP to the Customer within 30 (thirty) days from the date of expiry of this Agreement or the end of the financial year (whichever occurs first).
11.9 This clause 11 will survive the termination of this Agreement.
12. General exclusion and operation of laws
12.1 Nothing in this Agreement excludes, restricts or modifies any condition, warranty, right or liability which may be implied into this Agreement or protected by law to the extent that the exclusion, restriction or modification would render this Agreement or any provision of this Agreement void, illegal or unenforceable. Subject to the preceding sentence, to the maximum extent permitted by law, all conditions, warranties, rights or liabilities which would be implied in this Agreement or which are protected by law are excluded.
12.2 The Customer acknowledges and agrees that:
i. prior to entering into this Agreement, it has been given a reasonable opportunity to examine and satisfy itself regarding all goods and services which are the subject of this Agreement and that prior to entering into this Agreement it has availed itself of that opportunity;
ii. at no time prior to entering into this Agreement has it relied on the skill or judgment of the Supplier and that it would be unreasonable for the Customer to rely on that skill or judgment; and
iii. where any acquisition of goods under this Agreement has been made by reference to a trial, sample or demonstration model, prior to entering into this Agreement the Customer has been given a reasonable opportunity:
to satisfy itself that the goods correspond with the trial, sample or demonstration model as to quality, state and condition; and
to examine the sample or demonstration model for any apparent defects, and that it has availed itself of that opportunity.
13. Liability of the Supplier
13.1 Notwithstanding anything else in this Agreement, the Supplier’s total liability to the Customer (including, to avoid any doubt, under any indemnity given by the Supplier) will not exceed the total amount of Charges paid by the Customer to the Supplier during the Term.
13.2 The Customer:
i. warrants that it has not relied on any representation made by the Supplier which has not been stated expressly in this Agreement, or upon any descriptions, illustrations or specifications in any way relating to the Services including catalogues, website or publicity material produced by the Supplier; and
ii. acknowledges that to the extent the Supplier has made any representation which is not otherwise expressly stated in this Agreement, the Customer has been provided with an opportunity to independently verify the accuracy of that representation.
13.3 Each party (the “First Party”) at all times indemnifies and holds harmless the other party and its related bodies corporate (“those indemnified”) from and against any Losses incurred or suffered by any of those indemnified arising from any claims against those indemnified where those Losses were caused by any wilful or unlawful act or omission of the First Party.
13.4 In respect of any claim between the parties under or in connection with this Agreement, the parties agree that, to the maximum extent permitted by law, this Agreement excludes the operation of any laws which would apportion any liability to each party which would not have been so apportioned but for those laws.
14. Termination and suspension
14.1 Without limiting the generality of any other clause in this Agreement, each party (the “Offended Party”) may terminate this Agreement or suspend performance of its obligations under this Agreement immediately by notice in writing to the other party (the “Offending Party”) if:
i. the Offending Party is in breach of any term of this Agreement and the breach is not remedied within seven (7) days of notice of default served by the Offended Party specifying the default and the action required by the Offended Party to remedy the default (“Default Notice”);
ii. the Offending Party threatens or resolves to become, or is in jeopardy of becoming, subject to any form of insolvency administration;
iii. the Offending Party, being a partnership, dissolves, threatens or resolves to dissolve, or is in jeopardy of dissolving;
iv. the Offending Party, being a natural person, dies or becomes mentally incapacitated; or
v. the Offending Party ceases or threatens to cease conducting its business in the normal manner.
i. the circumstances referred to in subclause 14.1(i) occur, the Default Notice may specify that the Offended Party suspends the whole or any part of the performance of their obligations under this Agreement for a period that the Offended Party reasonably thinks fit pending remedy of the default in accordance with the Default Notice;
ii. the circumstances referred to in any of the subclauses in 14.1 occur, the Offending Party agrees that, in addition to terminating this Agreement, the Offended Party may pursue any additional or alternative remedies provided by law.
14.3 The parties agree that on expiry or termination of this Agreement for any reason, all of their rights other than those intended to survive termination immediately terminate.
14.4 The Customer agrees and acknowledges that the Supplier has no obligation to retain any information relating to the Customer (including the Customer Data) and that all that information may be irretrievably deleted by the Supplier after three (3) months from the date of any termination or expiry of this Agreement, other than where that information must be retained by law.
14.5 If this Agreement is terminated because of a default by the Customer, the Supplier may set-off and apply all amounts paid in respect of the unperformed Services including any fees paid in advance by the Customer to or for the credit of the Supplier.
15. Force majeure
15.1 A party (the “Affected Party”) is not liable to the other party for any delay or failure to perform its obligations under this Agreement if that delay is due to Force Majeure. If a delay or failure is due to Force Majeure, the Affected Party’s obligations will be suspended. If a delay or failure by the Affected Party to perform its obligations due to Force Majeure exceeds 60 (sixty) days, the Affected Party may immediately terminate the Agreement on providing notice in writing to the other party without any other obligation or liability to the Affected Party.
16. Entire Agreement
16.1 This Agreement, including the schedules to it, constitute the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.
17. Assignment and novation
17.1 The benefit of this Agreement must not be assigned by a party without the written consent of the other party. A change in control of or affecting a party is deemed to be an assignment, with “control” referring to the power to materially influence the party’s decision making or policies. However, there will not be an assignment or change in control of the Supplier if the Supplier has its control changed or affected by any merger, acquisition (including any reverse mergers), raising of capital, listing on any stock exchange or any other sale or transfer of its shares, unless:
i. the transaction materially affects the Supplier’s (or the successor’s) capacity to perform its obligation under this Agreement; or
ii. the new controller of the Supplier is a direct competitor of the Customer.
18. Waiver and variation
18.1 No right under this Agreement is deemed to be waived except by notice in writing signed by each party. A waiver by a party will not prejudice its rights in respect of any subsequent breach of the Agreement by the other party. Any failure by a party to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by the party to the other party, will not be construed as a waiver of the party’s rights under this Agreement.
18.2 The provisions of this Agreement will not be varied, except by agreement in writing signed by the parties.
19.1 Any dispute between the parties in connection with this Agreement which cannot be settled by negotiation between the parties within seven (7) days after notice is given to the other party (the “Dispute”) must be attempted to be resolved by the following procedure (“Mediation”) before a party may commence any court proceedings in connection with the Dispute:
i. either party may start a Mediation by serving a notice to that effect on the other party (the “Mediation Notice”);
ii. the Mediation Notice must state that a dispute has arisen and identify what is in dispute;
iii. the parties must jointly appoint a mediator within fourteen (14) days of the service of the Mediation Notice, failing which a mediator is to be appointed by the President of the Law Institute of Victoria (and not the CEO) on the application of either party (in either case, the person so appointed is now called the “Mediator”);
iv. the parties must observe the instructions of the Mediator about the conduct of the Mediation; and
if the Dispute is not resolved within fourteen (14) days after the Mediator has been appointed, or any other time which the parties agree to in writing, the Mediation ceases.
i. The parties must bear and pay an equal share of the Mediator’s costs.
ii. If the Dispute is resolved via the Mediation, the parties must sign a note or memorandum recording the terms of that resolution, which will become final and binding on them.
iii. If the parties are unable to resolve Dispute via the Mediation, either of them may refer the Dispute to a court having the appropriate jurisdiction.
iv. Nothing in this clause prevents a party from seeking urgent equitable relief before an appropriate court.
20.1 If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement remains otherwise in full force apart from those provisions which may be deemed read down to the extent reasonably appropriate to remove the invalidity, unenforceability or illegality.
21. Governing law and choice of court
21.1 This Agreement will be governed by and construed according to the law of the jurisdiction specified in Item 5 of Schedule 1 and the parties submit to the non-exclusive jurisdiction of the courts in the capital of that jurisdiction.
22.1 All notices required under this Agreement will be in writing and forwarded to the address or email addresses of the parties set out in this Agreement, or other addresses or email addresses notified to the other party in writing from time to time. The notices will be deemed to have arrived at the time of delivery if by hand and, if sent by email, at the time recorded by the sender’s server. Notwithstanding the preceding sentence, where any notice is delivered by hand or by email after 5pm on any day or is hand delivered or emailed on a Saturday or Sunday or public holiday in the location where the notice is received, the notice will be deemed received on the next business day.
22.2 Emails will be deemed served in accordance with clause 22.1 notwithstanding receipt by the sender from the recipient’s email address of an automated (or other) notification of the receiver’s absence. However, delivery by email will not have been affected if:
i. the intended recipient promptly informs the sender that the email was received in an incomplete form; or
ii. the server report of the sender indicates a faulty or incomplete transmission of the email.
22.3 Emails sent to the Supplier must be sent to the address set out in Item 7 of Schedule 1 or as otherwise notified to the Customer in writing from time to time.
22.4 Emails sent to the Customer must be sent to the address set out in Item 7 of Schedule 1 or as otherwise notified to the Supplier in writing from time to time.
22.5 For the avoidance of doubt, any notice for termination of this Agreement or service of court proceedings will not be served by email.
23.1 This Agreement may be executed in counterparts by the respective parties, each of which when so executed is deemed to be an original and all of which taken together constitute one and the same agreement, provided that this Agreement is of no force and effect until the counterparts are exchanged.
Our commitment to exceptional customer service
The purpose of our Service Level Agreement (SLA) is to establish clear expectations, ensure accountability, and provide a framework for measuring and improving service quality.
It serves as a valuable tool in managing our relationship with you and helps to align objectives and priorities.
Service Level Agreement (SLA)
Introduction – Support Services & Policy Guidelines
Shipeezi is committed to providing our customers with a high-quality ecosystem in shipment visibility, delivered on a suite of solutions via software as a service, that are reliable, efficient, and scalable. As part of our commitment to excellence, we offer a Service Level Agreement (SLA) that outlines the level of service our customers can expect from our Customer Experience (CX) Team.
Our SLA provides a clear understanding of our responsibilities and performance metrics, as well as the remedies available to our customers if we fail to meet our obligations. We take our SLA very seriously and strive to always exceed our customers’ expectations.
We understand that our customers rely on our services to run their businesses, and we are dedicated to ensuring that our platform is available and always performing optimally.
1.1 Support Program
Shipeezi provides a support program to meet the needs of a vast array of clients. Our SLA is designed to give our customers peace of mind, knowing that they can trust us to deliver the service they need to run their business successfully.
1.2 Incidents & Service Requests
Any customer contact made with our customer experience team is firstly qualified as either an Incident or a Service Request. This qualification will determine the process to be followed. It is therefore critical our customers understand the difference between these two types of interactions with our team.
An incident is an unplanned interruption or degradation of our software that negatively impacts a user’s ability to perform their tasks and responsibilities for which they commonly rely on our software. Incidents can occur for a variety of reasons, but generally they happen when there is a change made in the system, or a previously unrecognised bug starts affecting the system’s performance. An incident in other words is a problem or an issue a user is experiencing with the software.
All licensed customers of Shipeezi have incident support services included at no extra cost. Incidents can be system fixes and questions concerning the right utilisation of Shipeezi and any linked applications as well as Issues with Shipeezi interfaces with 3rd party software, as well as assistance in diagnosing and troubleshooting problems.
A service Request on the other hand is not an unexpected and erroneous function of the software, but rather is a request made by a customer for professional assistance (such as additional system training) or for changes to be made to the system (for example a request for a new feature or even a better understanding of a feature in use). Service Requests may include but are not limited to system customisation, integration, or consulting services that are not included in the standard service package.
Our SLA covers primarily our responsibility in managing incidents reported by our customers in a timely and effective manner to ensure our customers can rely confidently in our software. Service Requests are not covered by our standard service offerings and may therefore incur in additional charges.
Shipeezi reserves the right for chargeable service requests to have different levels of prioritisation, response time, and resolution time, depending on the complexity of the request and the impact on the customer’s business. Shipeezi will also define the cost and payment terms for chargeable service requests via SoW (Scope of Work) document. Shipeezi will ensure no chargeable work is performed without the explicit approval and agreement of proposed charges and Scope of Work (SoW) by the customer requesting the service.
1.2.1 Support program summary
|Support Portal||Help centre equipped with a knowledge base, video tutorials and FAQ’s which can be accessed via browser and computer/tablet connected to the internet.|
|Incident Service levels||Our service levels are based on initial response times, set out in ‘1.3 Incident Prioritisation’. Response times will vary depending on the support request’s priority levels.|
Email support, phone support are available for Incident support requests and Service requests.
Our Customer Experience (CX) team is usually available at commercial times AEST.
Special support service agreements can be made for other time zones, daily hours, and dates availability or hyper care programs at an additional cost.
|Multilingual Support||English is our default service language. All documents, guides and knowledge materials are written in English. Special requests can be made for live service in other languages.|
1.3 Incidents’ Service Level
The purpose of our service level overall is to set clear expectations for both the service provider and our customers, helping to ensure that incidents are managed efficiently and effectively.
Shipeezi has its customer experience team across different time zones and at times can work or implement sunrise support hours depending on agreement or hyper care periods.
Any calls, support chats & emails received at odd business hours and weekends will be
collected and action taken within the next working business day.
However, our team will make every effort possible to address urgent matter incidents when received, indistinctly of the day or time.
1.4 Incident Prioritisation
We prioritise incidents based on their impact. Impact can be affected by a wide range of factors such as the reach (quantity of users being affected), the severity (how it affects user’s performance), timing (is the business being prevented from operating), availability of
temporary solutions, etc. However, each incident can be different, and we cannot therefore determine a single rule that applies to how all incidents are prioritised.
It is to be noted that our SLA is based on Response Time. The period between when an incident is received and when a team member starts work on the issue is dubbed “Response Time”. This does not necessarily refer to the amount of time needed to solve the issue; this is due to the varied nature of technical difficulties and the wide-ranging solutions needed to resolve them.
Our SLA is split in 4 levels, as per below:
Level 4 / No Priority
Response time within 72 hours – No predetermined resolution time.
● Examples of client questions that will have a level 4 attached:
○ General inquiry about the software from a non Shipeezi client,
○ General inquiry about the software from a Shipeezi client that relates to ideas/wishes for the software.
● Level 4 will be attached to customer questions that are looking for information. It is a very low/no impact level. The customer may not have the software/the feature does not yet exist so this cannot impact on their work.
Level 3 / Low priority
SLA Response time within 48 hours – Resolution time depends on existence of other higher priority incidents and assessed impact.
● Examples of client questions that will have a level 3 attached:
○ This is a client that is requesting assistance with an issue within the software.
The software is working as it should, but the client is facing a hurdle and unsure how to proceed.
○ These are the typical “how do I … “questions that a client may pose to us via firstname.lastname@example.org.
● Level 2 will be attached to customer questions that are looking for knowledge base articles, guidance on how to use the software. The software should be working as is intended, but the client is confused as to how to correctly use it.
Level 2 / Medium priority
SLA Response time within 24 hours – Resolution as soon as permitted, based on the
complexity of the incident and the existence of other higher priority incidents Examples of client questions that will have a level 2 attached:
○ A client has identified a feature within the software that does not work as it should; – a bug has been discovered.
○ There may be a workaround that the client has discovered.
○ There may be a workaround that we can offer to the client.
○ The issue does not directly impact the client financially.
● Level 3 will be attached to customer questions that have discovered something in the software that is not operating as expected, a bug. We expect there to be an impact on the client, for up to 72 hours while we investigate and resolve the issue. A workaround should be available to satisfy this category.
Level 1 / High priority
SLA Response time within 4 hours. Resolution as soon as possible. A Level 1 incident will take resolution precedence over all other incidents.
Examples of client questions that will have a level 4 attached:
● A global issue (e.g., software down).
● An issue that impacts the clients daily operations.
● An issue that directly has an impact on the client financially.
● Level 1 is attached to situations that will prevent the client from completing their work caused directly by the software. Examples of workarounds will be poor or non- existent. Attaching a level 1 will also mean that the client is being impacted by either:
○ Inability to complete their work fully due to the issue with the software.
○ The client is experiencing a financial loss due to the issue with the software.
1.5 Geographical Coverage
Shipeezi has a dedicated customer experience team spread through continents, to handle.
Incident and Service requests arise by our customers. We also have extra technical and expert subject matter assistance available when required.
Through our locations we offer remote worldwide support coverage. We’re here to help!
1.6 Language Support
All of Shipeezi guides/FAQs are written in English, which happens to be our primary language.
We ask that all Service Requests and Incidents are submitted in English. Failure to do so renders our Incident response times invalid, as we are unable to guarantee availability of staff members that speak other languages when the request is submitted.
When a request has a high level of complexity, a customer may request assistance in a different language than English. To do so a customer can simply log a request containing as much information as possible in English followed by a statement indicating what language they would like to communicate in to explain the request further. Shipeezi will make every effort possible to facilitate that special language request.
We do have a diverse and multilingual team who can assist with Italian, Portuguese, Spanish and other languages when available.
1.7 Working on your Support Case
1. Initial Contact:
○ A customer reaches out to the support team with an issue they’re facing.
○ The team responds promptly to acknowledge the request and gathers necessary information, including the customer’s account details, the issue they’re facing, and any relevant screenshots or error messages.
○ The team triages the issue to determine the severity and impact on the customer’s experience and product usage.
○ They classify the issue as high, medium, or low priority based on the impact on the customer’s usage and severity of the issue.
3. Response Time:
○ Depending on the severity level of the issue, the team sets a response time SLA for the customer.
○ Please refer to ‘item 1.3’ for incident prioritisation and response times.
○ Once the team has triaged the issue and set a response time SLA, they begin investigating the issue.
○ They may ask the customer for more information or perform additional testing to reproduce the issue.
5. Action/ Resolution:
○ Once the team has identified the cause of the issue, they work to resolve it as quickly as possible.
○ Depending on the severity level of the issue, they may escalate it to a higher-level team member or engineer.
6. Resolution Communication:
○ After the issue has been resolved, the team contacts the customer to communicate the resolution and ensure that the resolution applied has been effective and the issue is fully resolved.
○ If the customer does not find the resolution satisfactory, the incident or service request may re-start the process at step 2.
○ The team closes the ticket once the issue has been fully resolved and the customer is satisfied.
○ They may also document the issue and the resolution for future reference in our knowledge base and how to materials.
8. Continuous Improvement:
○ The support team will request and review customer feedback on resolution of all requests. Metrics are then used to identify areas for improvement in our support services.
○ Shipeezi may make changes to our defined process and this SLA to improve customer satisfaction and reduce response and resolution times. When changes are applied, customers will be notified of the amendments made,
2. Support Operations
2.1 Support Roles & Responsibilities
The Shipeezi customer experience team works to provide answers, solutions and support to all Shipeezi clients. The Shipeezi team is responsible for:
1. Service Desk Support: Responsible for receiving and managing all service requests and incidents from customers. Available to respond to any customer requests, inquiries or issues.
2. Technical Support: Responsible for providing technical assistance and troubleshooting to customers. They should have the necessary expertise to resolve complex technical issues.
3. Escalation Management: In case of any critical issues or service disruptions, Shipeezi shall take ownership of the situation and provide regular updates to the customer until the issue is resolved.
4. Problem Management: Responsible for identifying the root cause of any recurring issues and taking necessary measures to prevent them from happening in the future.
5. Responsible for managing any changes to the service, including updates, upgrades or maintenance, to ensure that they are implemented smoothly and do not cause any service disruptions.
2.2 Client Responsibilities
1. Cooperation: The client is responsible for cooperating with Shipeezi in order to enable them to deliver the agreed-upon level of service. This might include providing access to necessary information or resources, and responding promptly to requests for information or feedback.
2. Notification: The client is responsible for notifying the service provider of any issues or problems that arise, as soon as possible. This will enable the service provider to take appropriate action to resolve the issue and minimise any negative impact on the service.
3. Compliance: The client is responsible for complying with any applicable laws, regulations, or policies that relate to the use of the service, including any security or data privacy requirements.
4. Feedback: The client is responsible for providing feedback to the service provider onthe quality of the service provided, and any suggestions for improvement. This feedback will enable the service provider to continuously improve their service and meet the client’s needs more effectively.
6. System Compatibility: The client is responsible for ensuring that any systems or applications that it uses in conjunction with the service are compatible with the service provider’s systems, and that any necessary configurations or integrations are in place.
7. Payment: The client is responsible for paying any fees or charges associated with the service provided, in accordance with the terms of the SaaS agreement.
While Shipeezi makes every endeavour to handle all support issues/cases. Escalation procedures are put in place to ensure that any issues or incidents that occur in the delivery of services within this SLA are handled efficiently and effectively. Executive escalation: If the issue is not resolved at the service manager level, it may be necessary to escalate the issue to the executive level.
This may involve senior management or executives within Shipeezi, who have the authority to make decisions and allocate resources to resolve the issue – this is also outlined under ‘1.3 – Incident Prioritisation’.
2.4 Customer Satisfaction Ratings
The support team reviews customer feedback and metrics to identify areas for improvement in the support process.
They may make changes to the process to improve customer satisfaction and reduce response and resolution times.