Upon acceptance as described in clause 1.3, these terms constitute an Agreement between you and us (as those terms are defined below). By registering for the Services (as that term is defined below):
you agree to these Terms; and
where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
Your registration for the Service does not imply any entitlement that you have been or will be permitted to use or join the Service. Your registration is an application to join and we may reject your registration at our sole discretion without notice. Upon your access and use to any part of the Service and/or MEA Software, you and we are deemed to have agreed to enter into a binding contract upon these Terms.
We may change these Terms at any time without notice by posting an update on the Website or by providing you written notice. Unless stated otherwise, any change takes effect upon publication or notice, as relevant. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are published or notified, you agree to be bound by the changed Terms.
These Terms were last updated on 18th May 2017 (New Zealand time).
In these Terms:Confidential Information means any information that is not public knowledge and that is obtained from by you in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the MEA Software and includes Customer Data.
Customer means any person who places or attempts to place an order for Deliverables.
Customer Data means all data, content, and information (including personal information) owned, held, used or created by customers that is stored using, or inputting into, the Service including any modification thereto made by you or us or a connected third party service.
Data means all data, content, and information (including personal information) that you input or store using the Service.Deliverables means the physical photo products produced or to be produced by you or your personnel for Customers in the course of providing the Photo Fulfilment Services.
Documentation means the user and technical documentation designed to enable you to properly use and operate the Service or MEA Software (if any), and includes any update of the documentation.
Photo Fulfilment Services means the production of Deliverables by you in accordance with a Customer order provided to you via the Service, and associated activities including Customer support.
Fees means the applicable fees set out on our pricing page on the Website or as notified to you in writing or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with this Agreement.
Force Majeure means an event that is beyond the reasonable control of a party, excluding:
an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
a lack of funds for any reason.
including and similar words do not imply any limit.
Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
MEA Software means the software owned by us (and our licensors) that is provided to you to be used in conjunction with the Service.
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
a party includes that party’s permitted assigns.
a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
personal information means information about an identifiable, living person.
personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
Service means the service having the core functionality described on the Website, as the Website is updated from time to time but generally including tools, software and web services to access and manage Customer orders for photo products, and administration thereof.
Start Date means the date that you first register for the Service.
Store means your retail store which you registered for the Service at which you intend to provide Customers the Photo Fulfilment Services.
Underlying Systems means the MEA Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.
User ID means a unique name and/or password allocated to you to allow you to access certain parts of the Service
We, us or our means MEA Mobile Ltd, New Zealand registered company number 2464333.
Website means the internet site at www.printicular.com, or such other site notified to you by us.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
Your Marks means the logo/s, trademark/s, and tradename/s provided by you.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
PROVISION OF THE SERVICE
We must use reasonable efforts to provide the Service and the Underlying Systems in accordance with these Terms and New Zealand law.
Our provision of the Service and Underlying Systems to you is non-exclusive. Nothing in these Terms prevents us from providing the Service, any of the Underlying Systems or any modified version thereof to any other person.
You acknowledge that the Service and/or Underlying Systems may be unavailable without notice. We do not make any warranty or representation on the availability of the Service including the Underlying Systems. Without limiting the previous sentence, we may cease to make any and all features of the Service or Underlying Systems available. To avoid doubt, if we cease the availability of the Services, Underlying Systems or any part thereof, you are not entitled to any refund, discount or other compensation.
You and your personnel must:
use the Service and Underlying Systems in accordance with these Terms solely for:
your own internal business purposes; and
lawful purposes (including complying with the Unsolicited Electronic Messaging Act 2007 (NZ)) and any other relevant laws relating to unsolicited electronic messaging; and
not resell or make available the Service or the Underlying Systems to any third party, or otherwise commercially exploit the Service or the Underlying Systems.
When providing the Photo Fulfilment Services, you and your personnel must:
not impersonate another person or misrepresent authorisation to act on behalf of others or us;
correctly identify the sender of all electronic transmissions;
not attempt to undermine the security or integrity of the Underlying Systems;
not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
not attempt to view, access or copy any material or data other than:
that which you are authorised to access; and
to the extent necessary for you to use the Service in accordance with these Terms; and
not use the Service or Underlying Systems in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
A breach of any of these Terms by your personnel or any authorised or unauthorised third party that accesses the Services or Underlying Systems is deemed to be a breach of these Terms by you.
You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service and Underlying Systems, including to use, store and input Data into, and process and distribute Data through, the Service or Underlying Systems.
You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.
If you are given a User ID, you must keep your User ID secure and:
not permit any other person to use your User ID, including not disclosing or providing it to any other person; and
immediately notify us in writing if you become aware of any disclosure or unauthorised use of your User ID.
not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Service or any Underlying System, or otherwise attempt to damage or interfere with the Service or any Underlying System; and
unless with our agreement, access the Service and use the Underlying Systems using standard computing systems such as web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
keep any equipment used to access the Service, the Underlying Systems and any User ID we provide secure.
In addition to the other obligations of the Agreement, you must:
provide the Photo Fulfilment Services and Deliverables:
in accordance with these Terms;
promptly, efficiently, and exercising reasonable care, skill and diligence; and
in accordance with:
the Agreement, including any requirement stated by us;
best currently accepted principles and practices applicable to the Photo Fulfilment Services and Deliverables; and
all applicable laws and professional codes of conduct or practice;
ensure that you and your personnel have all qualifications, licences, accreditations, and approvals needed to provide the Photo Fulfilment Services and Deliverables;
ensure the Photo Fulfilment Services and Deliverables are fit for the purpose (if any) advised by us or the Customer in advance and in writing; and
use the Service proactively and keep all information relating to your use of the Service, the Photo Fulfilment Services and the Deliverables up to date; and
maintain quality standards and meet Customer expectations regarding the Photo Fulfilment Services and Deliverables including meeting the turn-around times and quality expectations in relation to Customer orders as stated or implied to the Customer;
At minimum, provide the Deliverables to a standard of good workmanship; and
You acknowledge and agree that by commencing with any Customer order you are entering into a contract directly with that Customer for the sale of Deliverables. In addition to all other obligations in this Agreement, you shall:
manage all order or Customer related requests and complaints raised by Customers at your Store/s (including via electronic communication). At any time, we may elect to manage all or any communications with Customer in relation to such requests or complaints, or we may elect to pass responsibility to you. In the event that we elect to manage such request or complaint any resolution we make thereof is final.
Deal with each Customer’s request or complaint in a timely manner and act in good faith towards us and the Customer.
Comply with all laws (whether express or implied) that are relevant to the sale of the Deliverables to the Customer, and honour such laws directly with the Customer.
It is your responsibility to check Customer orders to ensure your compliance with these Terms.
Without limiting clause 5.10, you will take all reasonable measures to prevent Customers from (a) placing or allowing the placement of fraudulent orders; (b) supplying or allowing the supplying of illegal or obscene images; (c) violating or infringing or allowing the violation or infringement of any other party’s proprietary rights, including without limitation copyright; or (d) intentionally disrupting the Service.
CUSTOMER PAYMENTS & FEES
You must pay us the Fees. The Fees exclude GST or other sales tax, which you must pay on taxable supplies under the Agreement. Depending on our arrangement with you, we may automatically charge the Fees to your credit card, or we may provide you with an invoice for Fees in which case payment by you is due within 7 days of the date of invoice, electronically in cleared funds without any set-off or deduction to our nominated bank account.
The Fees arising in relation to each Customer order will be calculated on the basis of Customer’s gross transaction value and/or print volume (as relevant) prior to any discounts or coupon being applied.
You are responsible for collecting payment for Photo Fulfilment Services and/or Deliverables, including in relation Customers that are late in presenting at your Store, abandoned Customers orders, fraudulent orders, Customer default, and/or any Customer disputes. Any and all credit risk associated with each Customer order is yours. We shall not and shall have no responsibility for billing or collecting any fees from any Customer for the Photo Fulfilment Services or Deliverables. You are responsible for the cost of any reprints, returns, refund, discount or other compensation provided to Customers. You are responsible for collecting and paying any sales or other tax that arises in relation to the Customer order.
We will report to you or provide web services that allow you to calculate the Fees. Fees will be calculated by us using our records of Customer orders our determination of which shall be final.
All payments to be made by you to us under this Agreement shall be paid free and clear of any deductions, withholdings for or on account of tax, set-offs or counterclaims whatsoever, except any deduction or withholding which is required by law in which case the sum payable by you, in respect of which such deduction or withholding is required to be made, shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, we receive and retain (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum it would have received had no such deduction or withholding been made or required to be made.
We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
We may change the Fees or the way in which Fees are calculated by posting an update at the Website. If you do not wish to pay the Fees as notified, you may terminate this Agreement on no less than 30 days’ notice. If the you do not terminate the Agreement in accordance with this clause, you are deemed to have accepted the increased Fees.
You are responsible for your own costs of using the Service including testing and integration efforts.
For the duration of this Agreement you and your personnel must not:
solicit or entice the business of any of our Customers to use any service that competes directly or indirectly with all or part of the Service;
assist or encourage any person to do any of the things described in clause 7.1a.
Without limiting clause 7.1, you shall not:
promote products or services on the packaging for the Deliverables that compete with all or any of the products capable of being ordered via the Service; or by providing coupons or other materials together with the Deliverables that promote such competing products or services; and
use Customer data to conduct email campaigns, digital marketing including remarketing campaigns, or physical mail-outs that promote services that compete with all or any of the Service.
You acknowledge and agree that each restraint set out in this clause 7 is:
reasonable in its scope and duration having regard to the your and our interests and goes no further than is reasonably necessary to protect the our interests; and
separate and independent from each other restraint.
You acknowledge that:
we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
to the extent that this is necessary, we may authorise a member or members of our personnel to access the Data for this purpose.
You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 8.1.
You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 1993 and any other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.
While we may take measures to back up the Data stored using the Service and/or Underlying Systems, you agree to keep a separate back-up copy of all Data uploaded or inputted by you onto the Service or Underlying Systems.
You agree that we may store Data (including any personal information) in secure servers in overseas territories and may access that Data (including any personal information) in overseas territories and New Zealand from time to time.
You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
INTELLECTUAL PROPERTY & SOFTWARE LICENCE
Title to, and all Intellectual Property Rights in, the Service, the MEA Software, the Customer Data (as between the parties), any modification to the Data, all Underlying Systems, and any other item or material created, generated, developed or provided by us or on behalf us under or in connection with the Agreement is and remains the property of us (and our licensors). You must not dispute that ownership.
To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, data, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of or in connection with the Services.
For the duration of this Agreement, we shall have a non-exclusive, royalty-free, transferable licence to use Your Marks for the sole purpose of marketing the Photo Fulfilment Services including the marketing of apps capable of collecting Customer orders.
For the duration of this Agreement, you shall have a limited, non-exclusive licence to use the Printicular logo, trademark and trade name, as provided by us, for the sole purposes of marketing the Photo Fulfilment Services, provided that such use shall be in accordance with the specific requirements for use and placement as notified by us from time to time by email or by posting at the Website.
If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together “feedback”):
all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
we may use or disclose the feedback for any purpose.
You acknowledge that the Service and/or Underlying Systems may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service and/or Underlying Systems does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
To the extent that you are provided with MEA Software, we grant you, and you accept, a non-exclusive and non-transferable licence for the duration of the Agreement to use the Software and the Documentation solely for the purpose of delivering the Photo Fulfilment Services at your registered Store on the terms and conditions of this Agreement.
not copy (except making a single copy for your own back-up purposes), reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-licence or otherwise deal in the MEA Software or the Documentation except:
as expressly provided for in the Agreement; or
to the extent expressly permitted by any law or treaty that is in force in the Territory where that law or treaty cannot be excluded, restricted or modified by the Agreement;
ensure the MEA Software and the Documentation are protected at all times from misuse, damage, destruction or any form of unauthorised use, copying or disclosure;
maintain all proprietary notices on the MEA Software and the Documentation;
not transfer, assign or otherwise deal with or grant a security interest in the MEA Software, the Documentation or your rights under the Agreement;
not challenge our ownership of (including the Intellectual Property Rights in) the MEA Software, the Documentation or any other item or material created or developed by or on behalf of us or in connection with the Agreement; and
notify us in writing immediately after it becomes aware of any circumstance which may suggest that any person may have unauthorised knowledge, possession or use of the MEA Software or the Documentation.
We shall be responsible for setting prices for the Deliverables which we may amend without notice to you. By continuing to access and proceed with Customer orders, you agree to be bound by such updated prices.
You shall be responsible for your costs to promote the Photo Fulfilment Services.
You must, unless you have the prior written consent of the us:
keep confidential at all times our Confidential Information;
effect and maintain adequate security measures to safeguard our Confidential Information from unauthorised access or use; and
disclose our Confidential Information to your personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom you disclose Confidential Information is aware of, and complies with, clauses 11.1a and 11.1b.
The obligation of confidentiality in clause 11.1a does not apply to any disclosure or use of Confidential Information:
for the purpose of performing your obligations, or exercising your rights, under these Terms;
required by law (including under the rules of any stock exchange);
which is publicly available through no fault of yours or your personnel;
which was rightfully received by you from a third party without restriction and without breach of any obligation of confidentiality; or
You warrant that you have full power and authority to enter into, and perform your obligations, under these Terms.
To the maximum extent permitted by law:
our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under the Sale of Goods Act 1908) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to NZD250.00; and
we make no representation concerning the quality of the Service or the Underlying Systems and do not promise that the Service or Underlying Systems will:
meet your requirements or be suitable for a particular purpose
be secure, free of viruses or other harmful code or other forms of interference which may damage your computer system or expose you to fraud,
be uninterrupted or error free
be supported or maintained by us; and
we make no representation or warranty that the Service and/or Underlying Systems or any part of our Intellectual Property including the MEA Software will not infringe the intellectual property rights of any other person.
You agree and represent that you are acquiring the Service and the Underlying Systems, and are accepting these Terms, for the purpose of a business and that the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service, the Underlying Systems or these Terms.
Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
supplying the Service again; and/or
paying the costs of having the Service supplied again.
Our maximum aggregate liability under or in connection with these Terms or relating to the Service or Underlying Systems, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed the lesser or either NZD500.00 or an amount equal to the Fees paid by you to us in connection with this Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability)]. The cap in this clause 13.1 includes the cap set out in clause 12.2a.
We are not liable to you under or in connection with these Terms, the Service, or the Underlying Systems for any:
loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
consequential, indirect, incidental or special damage or loss of any kind.
Clauses 13.1 and 13.2 do not apply to limit our liability under or in connection with these Terms for:
personal injury or death; or
fraud or wilful misconduct.
We will not be responsible, liable, or held to be in breach of these Terms for any failure by you to perform your obligations under these Terms or otherwise, to the extent that the failure is caused by you failing to comply with its obligations under these Terms, or by the negligence or misconduct of you or you personnel.
You party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.
You shall indemnify, defend, and hold harmless, us and our respective directors, officers, employees, agents, third-party vendors and subcontractors (collectively, “Indemnitees”) from and against any and all third party claims, losses, damages, suits, fees, judgments, penalties, costs and expenses (collectively referred to as “Claims”), including reasonable attorneys’ fees and expenses incurred in responding to such Claims, that the Indemnitees may suffer or incur arising out of or in connection with the negligence, wilful misconduct, or breach of any representation, warranty, or obligation under this Agreement or otherwise in connection with this Agreement . You shall also indemnify, defend, and hold the Indemnities harmless from and against any and all Claims that we may suffer or incur arising out of or in connection with copyright infringement claims solely related to any intellectual property owned, provided or licensed by you including Your Marks (“Your IP”).
You agree to timely advise us of any suit, claim, or proceeding, and to reasonably cooperate in the defense or settlement of such suit, claim, or proceeding, which we may elect to take sole control thereof at any time and at our sole discretion, provided that in the event that we do not elect to take sole control over you shall not enter into any settlement agreement or otherwise agree to the entry of any order or judgment that requires the us to take any specific action, admit liability or pay any sum of money out of our own resources, or otherwise adversely impacts the us, without the our prior written approval, and provided further, that we have the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing.
TERM, TERMINATION AND SUSPENSION
Unless terminated under this clause 15, these Terms and your right to access and use the Service and Underlying Systems:
starts on the Start Date; and
continues until either you discontinue using the Service of which you must give us 30 days written notice or we discontinue your access to the Service or Underlying Systems which we may do without cause and/or without notice. Any termination is without prejudice to any other right or remedy available to us.
Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
breaches any material provision of these Terms and the breach is not:
remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
capable of being remedied; or
becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms you must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the Data and any Customer order information if we consider that you or any of your personnel have:
undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
used, or attempted to use, the Service or the Underlying Systems:
for improper purposes; or
in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service or the Underlying Systems;
transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
otherwise materially breached these Terms.
We are not liable to you for any failure to perform our obligations under these Terms to the extent caused by Force Majeure.
You agree to execute such further instruments and assurances or provide such other documents as may be reasonably necessary to effectuate the purposes of this Agreement.
No person other than you and us has any right to a benefit under, or to enforce, these Terms.
For us to waive a right under these Terms, that waiver must be in writing and signed by us.
You are an independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. If you need to send us a notice you should do so by email to email@example.com with subject line ‘Formal Notice’ and with a copy by post to:MEA Mobile LtdPO Box 9179HamiltonNew Zealand 3240Attention: The CEO
These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.
Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 8.6, 9, 11, 12, 13, 14, 15, and 16.7 continue in force.
If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
Except as set out in this Agreement any variation to these Terms must be in writing and signed by both parties.
These Terms set out everything agreed by the parties relating to the Service and the Underlying Systems, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986.
You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.