Last updated: May 2022
Inasolve is an international technology-based company. We are committed to safeguarding the privacy of visitors to our websites. Please read the following notice to understand how we will collect and use your information and the rights you have in relation to your information. References in this notice to "your information" are also to personal information that you provide to us. This notice was last updated on the above date and may vary from time to time so please check it regularly. Inasolve is the data controller of any information provided via our website. Our contact details are set out in section [9] below.
1. THE INFORMATION WE COLLECT
You are not required to provide any personal information on the public areas of this website; however, you may choose to do so by completing the application / registration forms on various sections of our websites.
We also obtain personal information from your IP address, operating system and web browser that you use to access our website. Please see section 5 (Cookies) and section 6 (IP Addresses) below for more details about this. You may also provide us with personal information if you contact us by email, telephone or letter.
2. HOW WE USE YOUR INFORMATION
We will only use the information you provide to us on these sections of the website in order to process the relevant application / registration form. We may also use your personal information to:
For more details about how we use your information for marketing purposes please see section 3 below (Using your information for Marketing Purposes).
3.USING YOUR INFORMATION FOR MARKETING PURPOSES
We may ask whether you wish to receive marketing from us and this will be presented to you as an option on the relevant form or page on our website where necessary. We will not send you marketing if you ask us not to. If you have agreed to receive marketing but then later change your mind and no longer wish to receive marketing, please let us know so we can remove you from our distribution lists. You can contact us on support@inasolve.com or the contact details below in section 9.
4. HOW AND WHY WE SHARE YOUR INFORMATION
Please note that we may on occasion be required to share your information with Inasolve offices and branches and our associated firms around the world and any third parties who provide services on our behalf. However, we have taken steps to ensure that all such entities keep your personal information confidential and secure and only use it for the purposes that we have specified and have informed you of. In relation to any other third parties, we will only disclose your information where you have given your consent or where we are required to do so or have the right by law.
5. COOKIES
We use cookies on our website.
6. IP ADDRESSES
When you visit our website our server will record your IP address together with the date, time and duration of your visit. An IP address is an assigned number, similar to a telephone number, which allows your computer to communicate over the Internet. It enables us to identify which organisations have visited this website. We use this information to compile statistical data on the use of our website to track how users navigate through our site in order to enable us to evaluate and improve our site.
7. SECURITY
We use up-to-date data storage and security techniques to protect your personal information from unauthorised access, improper use or disclosure, unauthorised modification or unlawful destruction or accidental loss. All our employees and any third parties we engage to process your personal information are obliged to respect the confidentiality of your information. However, the transmission of information via the internet is not completely secure. Although we will do our best to try and protect your information, we cannot guarantee the security of your information transmitted to our website; any transmission is at your own risk.
8. YOUR RIGHTS
You have the right to apply for a copy of the information we hold about you, for which we may charge a cost-based fee. This is called a data subject access request and you can make a request by writing to us using the contact details below. We may require further information from you in order to verify your identity before disclosing any personal information to you. You also have the right to have any inaccurate information about you corrected. We want to make sure that your information is accurate and up to date. You may ask us to correct or remove any information that you think is no longer up to date. Please contact us using the contact details below if you would like any corrections made to your information.
9. CONTACT INFORMATION
If you have any questions in relation to this notice, please contact us at:
Address:
Inasolve
8 Comely Lane,
Officer VIC 3809
Australia
Telephone: (+61) 488 069 912
Email: support@inasolve.com
If you currently receive marketing information from us which you would prefer not to receive in the future, please email us at support@inasolve.com.
All email messages sent to and from Inasolve may be monitored to ensure compliance with internal policies and to protect our business.
DATA PROTECTION
10. SCOPE AND PURPOSE
These Standards for processing Personal Data (the “Standards”) relate to
information about natural persons who can be identified from that information, whether
directly or indirectly (“Personal Data”).
11. DEFINITIONS AND INTERPRETATION
Definitions
12. STANDARDS
Inasolve will ensure that:
(i) adequate resource is provided to maintain compliance with the Standards. This includes ensuring appropriate senior management responsibility and oversight of the Standards;
(ii) those who have permanent or regular access to Personal Data, or that are involved in the collection of Personal Data, or in the development of tools used to process Personal Data, are trained and informed of their rights and responsibilities in respect of the Standards.
13. PROCESSING PRINCIPLES
Unless otherwise permitted by applicable law, a Inasolve Pty Ltd Entity shall apply the following processing principles when acting as Data Controller.
(i) only process Personal Data for purposes permitted by applicable data protection laws;
(ii) process Personal Data fairly and lawfully;
(iii) if required by applicable law, inform the data subject when Personal Data is being processed. In addition, the relevant entity shall provide its name and address, the purpose of processing, the recipients of the data and all other information required to ensure the processing is fair;
(iv) when notified of a change to Personal Data, update its records in accordance with the deadlines specified by applicable laws;
(v) adopt appropriate measures to retain Personal Data for no longer than is appropriate for the purposes for which it was collected, unless the Personal Data is otherwise required to be kept by agreement, consent, applicable law or regulation;
(vi) obtain Personal Data only for one or more specified and lawful purposes, and shall not further process the Personal Data in any manner incompatible with that purpose or those purposes; and
(vii) only process Personal Data which is adequate, relevant and not excessive in relation to the purpose or purposes for which it is processed.
14. RIGHTS OF INDIVIDUALS
When acting as a Data Controller:
(i) A Inasolve Pty Ltd Entity shall provide in an intelligible form, upon written request from an individual, and in accordance with the deadlines specified by applicable laws, the information that constitutes Personal Data processed by that Inasolve Pty Ltd Entity in relation to the relevant individual, unless that Inasolve Pty Ltd Entity is permitted by applicable law to refuse or only comply partially with the request.
(ii) A Inasolve Pty Ltd Entity may, where permitted by applicable law, charge a fee for the provision of copies of Personal Data requested by individuals;
(iii) A Inasolve Pty Ltd Entity shall amend, update or delete, as appropriate or upon notification, any Personal Data which is found to be incorrect;
(iv) A Inasolve Pty Ltd Entity shall respect individuals’ statutory right to object to the way their data is processed by that Inasolve Pty Ltd Entity. Objections may be raised with the individuals’ usual contact at the relevant Inasolve Pty Ltd Entity, HR contact or to the Security Officer. All legitimate objections will be investigated and necessary action taken, including rectification, erasure or destruction of data, where appropriate; and
(v) A Inasolve Pty Ltd Entity shall take account of individuals’ legitimate interests and inform them of the logic involved in respect of decisions that are made using their Personal Data purely by automatic means with no human involvement and which:
(i) are intended to evaluate certain personal aspects relating to the individual; and
(ii) produce legal effects concerning or significantly affecting the individual.
15. SECURITY
Inasolve Pty Ltd Entities shall take reasonable technical and organisational measures with a view to protecting Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing (including taking reasonable steps to ensure the reliability of employees who have access to the Personal Data).
16. INTERNAL PROCESSING OF PERSONAL DATA
Inasolve will procure that all Inasolve Pty Ltd Entities which process Personal Data will follow the instructions of the relevant Inasolve Data Controller and will be bound by such instructions.
17. THIRD PARTY PROCESSING OF PERSONAL DATA
Before a Inasolve Pty Ltd Entity transfers Personal Data to a third party in furtherance of an outsourcing or other data processing arrangement or uses the services of a third party to process Personal Data on its own behalf, it shall ensure that where the third party acts as a Data Processor it is contractually bound to only process Personal Data in accordance with the relevant Inasolve Pty Ltd Entity’s requirements and instructions. The relevant Inasolve Pty Ltd Entity shall ensure that third party Controllers and Processors to whom Personal Data is transferred afford a similar level of protection for that Personal Data as the Inasolve Pty Ltd Entity.
18. MARKETING
Inasolve Pty Ltd Entities shall not use Personal Data to send marketing information to any individual (including any employee) who has requested not to receive marketing material.
If an individual requests a Inasolve Pty Ltd Entity to stop processing their Personal Data for marketing purposes, that Inasolve Pty Ltd Entity shall stop processing the Personal Data for those purposes in accordance with the deadlines specified by applicable laws.
19. SPECIAL OR SENSITIVE CATEGORIES OF PERSONAL DATA
Each Inasolve Pty Ltd Entity in a relevant country shall comply with any additional legal steps required by applicable data protection laws in that relevant country when processing special (or sometimes called sensitive) categories of Personal Data.
20. COMPLIANCE AUDIT
Inasolve shall evaluate, test and report on the Inasolve Pty Ltd Entity compliance with the Standards on a regular basis. Where any noncompliance with the Standards is identified in such audits, remediation measures shall be designed, implemented and tracked.
21. RIGHTS OF REDRESS
For further information regarding the complaints procedure please contact support@inasolve.com.
Where an individual has suffered damage as a direct result of a breach of the Standards by a Inasolve Pty Ltd Entity the individual shall be entitled to bring a claim against Inasolve for remediation of the relevant breach of the Standards (where remediable) and/or compensation in the courts of Australia (the Selected Jurisdiction). An individual wishing to submit a claim in respect of a breach of the Standards must confirm to Inasolve that it agrees to submit to the exclusive jurisdiction of the Selected Jurisdiction.
A Inasolve Pty Ltd Entity shall not be deemed to have breached the Standards if it has observed the standard of care appropriate in the circumstances or otherwise acted in accordance with common good practices or applicable law.
If it is held that a breach of the Standards has occurred, it shall be the responsibility of the individual who brought the claim to prove that he or she incurred damage as a result of such breach and to prove the amount of such damage.
To the maximum extent permitted by mandatory law, Inasolve shall not be liable to an individual for:
(i) punitive or exemplary damages (i.e. damages intended to punish a party for its conduct, rather than to compensate the victim of such conduct); or (ii) indirect loss, consequential loss or special damages, howsoever caused.
In any event, Inasolve shall only be liable for damages which have been: (i) agreed by Inasolve under a settlement or compromise agreement with the relevant individual; or (ii) awarded against Inasolve by a non-appealable judgment, order, or by any other legal award of a court or tribunal with valid jurisdiction.
23.CONFLICTS
If a Inasolve Pty Ltd Entity has reason to believe that any applicable law prevents it from complying with the Standards and may have a substantial effect on the protections provided by the Standards, that Inasolve Pty Ltd Entity will inform the Security Officer (whose contact details are set out in paragraph 3). Inasolve will decide on how to proceed.
If any applicable law requires a higher level of protection for Personal Data than that set out in these Standards, the relevant applicable law will take precedence over these Standards in respect of that aspect of the Standards.
Inasolve shall not be responsible for a breach of the Standards, to the extent compliance with the Standards is prevented by applicable laws in the relevant jurisdiction.
24. UPDATING THE STANDARDS
Inasolve reserves the right to amend the Standards (including, without limitation, the addition of new Inasolve Pty Ltd Entity) at any time.
APPENDIX 1
INASOLVE DATA FLOW
1 The Standards shall apply to the processing of all Personal Data of the following kinds:
(a) human resources-related data;
(b) customer and supplier related data (predominantly contact details of individuals within such organisations); and
(c) other business-related data (e.g. contact details of third party suppliers).
2 A Inasolve Pty Ltd Entity may transfer:
(a) personnel data;
(b) sound and/or visual images;
(c) client Personal Data; and
(d) marketing data.
Personal Data may also include Sensitive Data. However, such data will only be processed and transferred to the extent permitted by Applicable Law.
3 In the context of its global activity Inasolve Pty Ltd operates as a boundless organisation and therefore Personal Data may be transferred between any of the Inasolve Pty Ltd Entities worldwide. The majority of the processing is carried out at Inasolve AU.
4 The disaster recovery system necessitates additional replication between data centres to ensure data availability in the event of a data centre failure. Replication for key business systems is as follows:
Appendix 2
Core Purposes
Personal Data covered by the Standards is processed and transferred for the following core
purposes:
(a) staff administration and human resources administration, including recruitment;
(b) advertising and public relations;
(c) licensing and registration;
(d) information and database administration;
(e) billing, accounts and financial records;
(g) information required for the prevention and/or prosecution of offenders.
LEGAL NOTICE
The information on this site is for general information purposes only and does not claim to be comprehensive. Inasolve accepts no responsibility for loss which may arise from accessing or reliance on information contained in this site. Inasolve is not responsible for the content of external internet sites that link to this site or which are linked from it.
The contents of this site are protected by copyright under law and international conventions.
Except if expressly stated otherwise in an agreement between you and Inasolve, all information, software, data in the website and publications are provided “as is” without warranty of any kind. Inasolve hereby disclaims all warranties, either explicit or implicit, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose. In addition, Inasolve disclaims any warranties of non-infringement, title or quiet enjoyment. In no event will Inasolve be liable for any special, indirect or consequential damages, or any damages whatsoever resulting from the loss of use, data or profits, whether in an action for breach of contract or warranty or tort (including negligence) arising out of, or in connection with, the information, software, the data in the web site or the publications.
You assume all risks concerning the suitability and accuracy of the information in the website and publications. The website and publications may contain technical inaccuracies or typographical errors. Inasolve assumes no responsibility for, and disclaims all liability, for any such inaccuracies, errors or omissions in the website and publications and in any other referenced or linked documents.
Inasolve may make changes to the information, software, website, publications, prices, technical specifications and products supplied at any time and without prior notice.
The website and publications are distributed internationally and may contain references to Inasolve products, programs and services that have not been announced in your country. These references do not imply that Inasolve intends to announce such products, programs or services in your country.
The website contains links to third-party sites which are not under the control of Inasolve and Inasolve is not responsible for the content of any linked sited. If you access a third-party site from this website, you do so at your own risk. Inasolve provides these links only for your convenience and the inclusion of the link does not imply that Inasolve endorses or accepts any responsibility for the content of those third-party sites.
Except if expressly stated otherwise in an agreement between you and Inasolve, all information, software, data in the website and publications are provided “as is” without warranty of any kind. Inasolve hereby disclaims all warranties, either explicit or implicit, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose. In addition, Inasolve disclaims any warranties of non-infringement, title or quiet enjoyment. In no event will Inasolve be liable for any special, indirect or consequential damages, or any damages whatsoever resulting from the loss of use, data or profits, whether in an action for breach of contract or warranty or tort (including negligence) arising out of, or in connection with, the information, software, the data in the web site or the publications.
You assume all risks concerning the suitability and accuracy of the information in the website and publications. The website and publications may contain technical inaccuracies or typographical errors. Inasolve assumes no responsibility for, and disclaims all liability, for any such inaccuracies, errors or omissions in the website and publications and in any other referenced or linked documents.
Inasolve may make changes to the information, software, website, publications, prices, technical specifications and products supplied at any time and without prior notice.
The website and publications are distributed internationally and may contain references to Inasolve products, programs and services that have not been announced in your country. These references do not imply that Inasolve intends to announce such products, programs or services in your country.
The website contains links to third-party sites which are not under the control of Inasolve and Inasolve is not responsible for the content of any linked sited. If you access a third-party site from this website, you do so at your own risk. Inasolve provides these links only for your convenience and the inclusion of the link does not imply that Inasolve endorses or accepts any responsibility for the content of those third-party sites.
INASOLVE PTY LTD TERMS AND CONDITIONS
These terms and conditions (the “Terms and Conditions”) govern the provision, use of, and/or access to the Products and together with the Order Form, constitute a binding legal agreement between you as the customer identified in the Order Form (“Customer”) and Inasolve (this “Agreement”). In the event of a conflict between these Terms and Conditions and the Order Form, the Order Form shall prevail to the extent of the conflict.
Customer agrees that by either: 1) signing the Order Form; or 2) accessing, downloading, installing, using, or receiving any of the Products; it is agreeing to be bound by the terms of this Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
“Affiliates” means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time, where “control” means direct or indirect ownership of at least 50% of the voting shares of any body corporate, or any comparable equity or ownership interest or the legal power to direct or cause the direction of the general management of any organisation (including any partnership, firm, trust, body corporate, government, government body, authority, agency, unincorporated body or association);
“Authorised Users” means any of Customer’s employees, agents and non-employee consultants authorised or enabled by Customer to access and/or use the Software;
“Business Day” means a day, other than a Saturday, Sunday or public holiday in the Location, when banks are open for business;
“Business Hours” means the normal business hours of Inasolve on any Business Day;
“Contract Start Date” means such date as is specified on the Order Form;
“Content” means any catalogues, databases, templates, or other data or content in any format which Inasolve makes accessible to Customer during the Term as specified in the Order Form.
“Inasolve” means the Inasolve entity specified in the Order Form;
“Customer Data” means any non-Inasolve data inputted by Customer or Authorised Users, or by Inasolve on Customer’s behalf, into the Software or for the purpose of using the Software or facilitating Customer’s use of the Software;
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the Location including, where applicable, the General Data Protection Regulation ((EU) 2016/679); the UK's Data Protection Act 2018; UK GDPR; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
“Documentation” means specifications, manuals, handbooks, maintenance libraries, and other publications or media in whatever form supplied or made available to Customer or to which Customer has been given access to in connection with the Products. Documentation includes but is not limited to the information accessible to Customer at the Website.
“Excluded Software” means the software listed in Schedule 1;
“Fees” means the fees specified in the Order Form;
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software (including source code, object code, firmware, operating systems and specifications), database rights, rights to use, and preserve the confidentiality of, confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
“Licence” means the Customer’s right to use the Software specified as a License in the Order Form and Licensed Software shall be interpreted accordingly.
“Location” means the country the Customer’s address stated on the Order Form is located in;
“Maintenance” means the Software updates, Content access rights, Content updates, and standard level of Inasolve support during Business Hours linked to a License(s), as specified in the Order Form .
“Minimum Period” unless stated otherwise in the Order Form, means a period of 12 months from the Contract Start Date;
“Order Form” means the “Order Form” entered into between Customer and Inasolve for the Products;
“Payment Date” means a due date for payment of Fees in accordance with the Order Form;
“Permitted Purpose” means Customer’s normal internal business purposes;
“Products” means the Software, Content, Maintenance, and/or Services specified in the Order Form.
“Services” means the training, consultancy, configuration, customisation, onboarding, or similar such services set out in the Order Form.
“Software” means the software specified on the Order Form excluding any Excluded Software (which may be provided subject to separate terms and conditions);
“Subscription” means any combination of the Software access rights, Content access rights, Software and Content updates, and standard Inasolve support during Business Hours specified as a Subscription in the Order Form.
"Term" has the meaning given in Clause 11.1;
“Third Party Software” means software programs proprietary to third parties; and
“Year” means a period of 12 months beginning on the Contract Start Date or any anniversary of the Contract Start Date.
“Website” means https://www.Inasolve.com/documentation or any other such URL notified to Customer by Inasolve from time to time.
2. THE PRODUCTS
2.1 The Order Form states whether:
(a) Software access is provided as a Subscription; or
(b) Software usage is authorised under a Licence.
2.2 Unless stated otherwise in an Order Form or the Documentation:
(a) Subscriptions will make Software accessible as a cloud-based application (i.e. Flex); and
(b) Licences will allow for Software usage as cloud-based applications only.
2.3 Unless stated otherwise in an Order Form or the Documentation all Software and Content:
(a) which is part of a “Flex” Subscription is:
(i) cloud based; and
(ii) accessible on a named user basis only.
(b) which is not part of a “Flex” Subscription (including Licences) are:
(i) fully desktop based; and
(ii) subject to Clause 2.3(c) below, accessible on a non-named user basis in accordance with Clause 5.5(b).
(c) which is part of a SimpliPlan Subscription will be accessible on a named user basis only.
2.4 A Licence does not include any Customer rights to Software updates, Content access rights, Content updates, or any Inasolve support. Maintenance is therefore commonly purchased with Licences.
2.5 In consideration of Customer’s payment of the Fees, and subject at all times to Customer’s compliance with the terms of this Agreement, Inasolve grants Customer:
(a) a non-exclusive, non-transferable, non-sub-licensable right to permit Authorised Users to access the Subscriptions and Maintenance for the Permitted Purpose from the Location during the Term on the terms of this Agreement (including the Documentation); and
(b) a perpetual, non-exclusive, non-transferable, non-sub-licensable right to permit Authorised Users to use the Licences for the Permitted Purpose in the Location on the terms of this Agreement (including the Documentation).
2.6 Authorised Users who are ordinarily based in the Location shall be permitted, acting reasonably, to access and use the Products while outside the Location from time to time, provided such access and use is made on a limited basis during business travel.
2.7 Customer is responsible for all acts and omissions of each Authorised User and any and all use of the Products by such Authorised Users.
2.8 Inasolve’s support obligations for Maintenance are only in respect of the most current version of the Software and Content.
2.9 If Customer's Maintenance lapses for less than 12 months, Customer may reinstate Maintenance by paying the Maintenance fees that would have been due for the whole lapsed period and a reinstatement administrative fee of ten percent (10%) of the annual Maintenance fees. Where Maintenance has lapsed for more than 12 months, the Customer will have to purchase a new Software License, with Maintenance, at the then current price in Inasolve’s price book.
2.10 Unless stated otherwise in an Order Form, Customer acknowledges that in consideration for the discounted (from list price) Software Subscription Fee, Customer as of the Contract Start Date irrevocably relinquishes its rights in all perpetual Software licenses existing prior to the Contract Start Date.
3. RESTRICTIONS ON USE
3.1 Customer shall not use the Software or Content for any purpose other than the Permitted Purpose or use, copy, sell, transfer, rent, lease, distribute or deal with the Software or Content in any way other than as expressly permitted by this Agreement.
3.2 Customer shall not permit the use of the Software or Content by, or for the benefit of, any person other than Authorised Users as necessary for such Authorised Users’ performance of their duties to Customer. Customer shall only allow Authorised Users access to the Software and/or Content for the duration and in the quantity specified in this Agreement.
3.3 Customer shall use all reasonable endeavours to prevent unauthorised access to, or use of, the Software and Content and notify Inasolve immediately in the event of any such unauthorised access or use.
3.4 Customer may not, and shall not attempt to, copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software or Content in whole or in part.
3.5 Customer shall not, and shall ensure that all Authorised Users shall not, access all or any part of the Software or Content in order to build a product or service which competes with the Software or Content.
3.6 Customer shall not access, store, distribute, transmit or permit the introduction of any viruses, or any material during the course of its use of the Subscriptions that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Inasolve reserves the right, without liability or prejudice to its other rights exercisable against Customer, to disable Customer’s access to any material that breaches the provisions of this section.
3.7 Customer shall not use original versions of any Customer Data with the Products. Customer should only use copies of Customer Data with the Products. Customer shall be responsible for maintaining the originals of all such Customer Data. If Customer uses any original versions of Customer Data with the Products it does so at its own risk and understands that Inasolve will not be responsible or liable for any loss, corruption, or unavailability of such original Customer Data resulting from its use with the Products.
3.8 Customer is responsible for retaining and keeping in good working order all software or hardware dongles, software activation keys, and/or other materials provided by Inasolve for the activation and proper functioning of the Products. Inasolve is not required to provide new or replacement versions of any such materials unless they are proven to have been issued defective.
4. PROVISION OF SERVICES
4.1 In consideration of Customer’s payment of the Fees, and subject at all times to Customer’s compliance with the terms of this Agreement, Inasolve will provide Customer with the Services described in the Order form (including any statement of works attached to or incorporated into such Order Form), according to the terms of the Agreement.
5. CUSTOMER’S OBLIGATIONS
5.1 Customer shall provide Inasolve with
(a) all necessary co-operation in relation to this Agreement; and
(b) all necessary access to such information as may be required by Inasolve in order to discharge Inasolve’s obligations under this Agreement, including but not limited to Customer Data, security access information and configuration services.
5.2 Customer shall:
(a) without affecting Customer’s other obligations under this Agreement, comply with all applicable laws and regulations with respect to Customer’s activities under this Agreement;
(b) carry out its responsibilities set out in this Agreement in a timely and efficient manner;
(c) ensure that the Authorised Users use the Products in accordance with the terms and conditions of this Agreement;
(d) obtain and maintain all necessary licences, consents, and permissions necessary for Inasolve and its contractors and agents to perform their obligations under this Agreement;
(e) ensure that its network and systems comply with the relevant specifications provided by Inasolve from time to time; and
(f) from time to time check the Documentation and Website for any updates relating to the Products or this Agreement.
5.3 Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
5.4 Customer shall be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Inasolve’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by the internet.
5.5 Customer shall:
(a) for named user Subscription access, not allow anyone other than the individual named user to access the relevant Subscription, ensure that each Authorised User keeps a secure password for their use of the Subscriptions, and ensure that each Authorised User shall keep their password confidential and not share it with anyone else. In order to transfer a Subscription from one named user to another, the original named user Subscription must first be permanently de-activated. Customer accepts that it may take up to 24 hours for such transfer to take effect;
(b) for non-named user Software/Subscription access, ensure that the maximum number of Authorised Users shall not exceed the maximum number of users specified in the Order Form. Inasolve allows the transfer of usage rights of such non-named user Software between Authorised Users, however Customer accepts that it may take up to 24 hours for such transfer to take effect;
(c) keep a complete and accurate record of Customer’s use of the Software and its Authorised Users, and produce such record to us on request from time to time; and
(d) without prejudice to any other rights or remedies available to Inasolve, pay, for broadening the scope of the rights granted under this Agreement to cover any unauthorised use (whether identified pursuant to Clause 6 or otherwise), an amount equal to the fees which Inasolve would have levied (in accordance with Inasolve’s normal commercial terms then current) had Inasolve licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in Clause 10.4, from the date of commencement of unauthorised use.
6. AUDIT
CUSTOMER SHALL PERMIT INASOLVE TO INSPECT AND HAVE ACCESS TO ANY PREMISES (AND TO THE COMPUTER EQUIPMENT LOCATED THERE) AT OR ON WHICH THE SOFTWARE AND/OR CONTENT IS BEING KEPT OR USED, AND HAVE ACCESS TO ANY RECORDS KEPT IN CONNECTION WITH THIS AGREEMENT, FOR THE PURPOSES OF ENSURING CUSTOMER’S COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, PROVIDED THAT INASOLVE PROVIDES REASONABLE ADVANCE NOTICE TO CUSTOMER OF SUCH INSPECTIONS, WHICH SHALL TAKE PLACE DURING BUSINESS HOURS.
7. INTELLECTUAL PROPERTY
7.1 Customer acknowledges and agrees that Inasolve (or its licensors) retain ownership of all rights including Intellectual Property Rights in the Products and Documentation and all enhancements, updates, developments, releases and modifications thereof, and that Customer shall have no rights in or to the Products other than the right to use, access, or receive the benefit of the relevant Products in accordance with the terms of this Agreement.
7.2 Customer agrees to do or procure to be done all such further acts and things and the execution of all such other documents as may be required from time to time to give full effect to the foregoing.
7.3 Inasolve agrees to indemnify Customer for costs and damages (including legal fees) finally awarded for third party claims based on a finding of infringement of any patent, copyright, or trademark resulting from Customer’s use of the Products (or any part thereof) in accordance with the terms of this Agreement and the Documentation (“Claim”). Customer shall tender the defence to Inasolve, and Inasolve may elect to take control of the defence of a Claim at its discretion. If Inasolve assumes the defence, then it will have sole authority to retain counsel, prepare and present the defence, and settle the Claim.
This Clause 7.3 shall not apply where the Claim in question is attributable to: i) possession or use of the Products (or any part thereof) other than in accordance with the terms of this Agreement (including the Documentation); ii) use of the Products in combination with any hardware, software, data, or workflows not supplied or specified by Inasolve; iii) Inasolve’s compliance with Customer’s specifications where such specifications require Inasolve to modify the Products; or iv) use of a non-current release of a Product (provided a current release has been made available to Customer).
7.4 If any third party makes a Claim, or notifies an intention to make a Claim, Inasolve’s obligations under Clause 7.3 are conditional on:
(a) as soon as reasonably practicable, Customer giving written notice of the Claim to Inasolve, specifying the nature of the Claim in reasonable detail;
(b) Customer not making any admission of liability, agreement or compromise in relation to the Claim without Inasolve’s prior written consent;
(c) Customer giving Inasolve and its professional advisers access at reasonable times (on reasonable prior notice) to Customer’s premises and officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within its power or control, so as to enable Inasolve and its professional advisers to examine them and to take copies (at Inasolve’s expense) for the purpose of assessing, defending and settling the Claim; and
(d) Customer taking such action as Inasolve may reasonably request to avoid, dispute, compromise or defend the Claim.
7.5 If any Claim is made, or in Inasolve's reasonable opinion is likely to be made, Inasolve may at its sole option and expense:
(a) procure the right for Customer to continue to use the Products (or any part thereof) in accordance with the terms of this Agreement;
(b) modify the Products so that it ceases to be infringing;
(c) replace the Products with non-infringing Products; or
(d) terminate this Agreement immediately by notice in writing to Customer and refund any of the Fee paid by Customer as at the date of termination (less a reasonable sum in respect of Customer's use of the Products prior to the date of termination) on return of the Products.
7.6 Notwithstanding any other provision in this Agreement, Clause 7.3 shall not apply to the extent that any Claim arises directly or indirectly through the possession or use of any Third Party Software or through the breach of any applicable third party terms by Customer.
7.7 This Clause 7 constitutes Customer's exclusive remedy and Inasolve's only liability in respect of Claims.
8. WARRANTIES AND LIABILITY
8.1 Inasolve:
(a) warrants that the Licensed Software when used in accordance with this Agreement and the Documentation, will perform substantially in accordance with the Documentation for ninety (90) days from first receipt (“Warranty Period”);
(i) As Customer’s exclusive remedy, if Inasolve is notified in writing during the Warranty Period, Inasolve will make reasonable efforts to correct errors in the Licensed Software that prevent it performing substantially as described in the Documentation or, at its option, Inasolve will replace the Licensed Software. This warranty does not cover any errors or failure in the Software when caused directly or indirectly by incompatibility with or failures of hardware, other software, firmware products or data supplied by Customer or any third party;
(b) undertakes to use commercially reasonable efforts to make available the Subscriptions and Maintenance to the Customer during the Term, except during maintenance (whether planned or unscheduled) periods; and
(c) undertakes that the Services shall be performed in a professionally competent and workmanlike manner.
8.2 The express terms of this Agreement are, to the extent legally permitted, in lieu of all other conditions, warranties, undertakings, obligations or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
8.3 AS THE PURCHASER, CUSTOMER ACKNOWLEDGES THAT NO PROMISE, REPRESENTATION OR UNDERTAKING HAS BEEN MADE BY INASOLVE TO ANY PERSON OR COMPANY ON ITS BEHALF IN RELATION TO THE FITNESS FOR PURPOSE OF, OR ANY CONSEQUENCE OR BENEFITS TO BE OBTAINED FROM, THE DELIVERY AND USE OF THE PRODUCTS OR ANY ACCOMPANYING MANUALS OR WRITTEN MATERIALS. SUBJECT TO THE EXPRESS TERMS OF THIS AGREEMENT, THE PRODUCTS ARE PROVIDED “AS IS” AND INASOLVE GIVES NO REPRESENATION OR WARRANTY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR PURPOSE OF THE SOFTWARE NOR DOES INASOLVE WARRANT THAT CUSTOMER'S USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER CONFIRMS THAT IT HAS RELIED UPON ITS OWN SKILL AND JUDGEMENT IN DECIDING TO ACQUIRE THE PRODUCTS AND ANY ACCOMPANYING MANUALS OR WRITTEN MATERIALS FOR ITS USE. CUSTOMER ACCEPTS RESPONSIBILITY FOR THE SELECTION OF THE PRODUCTS TO ACHIEVE ITS INTENDED RESULTS AND ACKNOWLEDGES THAT THE PRODUCTS HAVE NOT BEEN DEVELOPED TO MEET ITS INDIVIDUAL REQUIREMENTS.
8.4 Inasolve does not warrant that:
(a) the information obtained through the Products will meet Customer’s requirements; or
(b) the Products will be free from vulnerabilities or viruses.
8.5 Inasolve is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.6 Inasolve shall in no circumstances be liable to Customer or any person claiming under or through Customer, whether in contract, tort (including negligence, breach of statutory duty, or otherwise), arising under or in connection with this Agreement for any loss of profits, sales, business, economic advantage or opportunity, or revenue, business interruption, loss of anticipated savings, loss or corruption of data or information, loss of business opportunity, goodwill or reputation, in each case whether direct or indirect, or for any other special, indirect, punitive, exemplary, or consequential loss, damage or expenses. Other than the losses for which Inasolve is not liable, Inasolve’s maximum aggregate liability under or in connection with this Agreement, including in respect of Claims, whether in contract, tort (including negligence) or otherwise, with respect to losses suffered or incurred by Customer in any Year, shall in all circumstances be limited to a sum equal to the Fees actually received by Inasolve under this Agreement during that Year. Inasolve shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
8.7 Nothing in this Agreement shall limit or exclude Inasolve's liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 or any other liability that cannot be excluded or limited by applicable law.
9. THIRD PARTY PROVIDERS
9.1 Customer acknowledges and agrees that the Products may include or reference Third Party Software, the quality and accuracy of which is out of Inasolve's control. Inasolve will under no circumstances be liable to Customer in respect of any actions, proceedings, claims, demands, damages or costs (including legal fees) of any nature, whether direct or indirect, arising from any deficiency or inaccuracy in Third Party Software. Customer acknowledges that its use of Third Party Software may be subject to additional terms imposed by the relevant third party and that its agreement to such terms may be required in order to use the Software as envisaged by this Agreement.
9.2 Customer shall indemnify and hold Inasolve harmless against any loss or damage which it may suffer or incur as a result of Customer's breach of any third party terms to which Customer is bound pursuant to Clause 9.1, howsoever arising. Inasolve may treat any breach by Customer of such third party terms as a breach of this Agreement.
9.3 Customer acknowledges that the Products may enable or assist Customer to access the website content of, correspond with, and purchase products and services from, third parties via third party websites and that Customer does so solely at its own risk. Inasolve makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party website, or any transactions completed, and any contract entered into by Customer with any such third party. Any contract entered into and any transaction completed via any third party website is between Customer and the relevant third party, and not Inasolve. Inasolve recommends that Customer refers to the third party's website terms and conditions and privacy policy prior to using any relevant third party website. Inasolve does not endorse or approve any third party website nor the content of any of the third party website made available via the Products.
10. FEES AND TAXES
10.1 Customer agrees to pay the Fees as set out in the Order Form.
10.2 Unless otherwise stated in the Order Form:
(a) all Fees shall be invoiced monthly following the Contract Start Date; and
(b) all Fees must be paid by Customer within 15 days of receipt of Inasolve’s invoice.
10.3 Unless specified otherwise in the Order Form, Inasolve reserves the right to increase the Fees on an annual basis with effect from 1 January by the percentage increase in an appropriate local consumer prices index in the preceding 12-month period plus a percentage mark-up determined at Inasolve's sole discretion.
10.4 If Customer fails to make any payment due by the due date for payment, then (without limiting Inasolve's other remedies), Inasolve may reclaim debt recovery costs in accordance with statute and/or charge statutory interest, such interest to accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Customer shall pay the interest together with the overdue amount.
10.5 Inasolve reserves the right to amend the Fees and/or general pricing for the Products at any time, provided that Inasolve gives at least three (3) months' prior written notice of such pricing/Fee change, and no such pricing/Fee change takes effect during the Minimum Period.
10.6 In respect of any partly or fully cloud based applications only, if, at any time whilst using the Subscription, Customer exceeds any amount of disk storage space which has been agreed between the parties, Inasolve shall charge Customer, and Customer shall pay, Inasolve’s then current excess data storage fees.
10.7 The Fees do not include any local, state, provincial, federal or national sales, use, excise, personal property, value-added, import/export, digital, or other similar taxes or duties, which may be assessed in connection with the Products. If any such taxes or duties are applicable they will be added to Inasolve’s invoices to Customer. If Inasolve must initially pay such assessments, Customer agrees to reimburse Inasolve within thirty (30) days after receipt of Inasolve’s invoice. Taxes based upon Inasolve’s income are the sole responsibility of Inasolve.
10.8 The Fees are completely net of any amounts in respect of any withholding taxes that may be applicable upon payments by Customer. If any withholding taxes are deemed to be applicable on settlements made by Customer to Inasolve, Customer agrees that it shall on its own accord gross-up the Fees due under this Agreement in a fashion that net amounts received after such withholding yield back the prices and rates under the Agreement. In such case, Customer shall deduct the withholding taxes from such grossed-up amounts and pay such withholding taxes directly to the appropriate governmental authority.
11. TERM AND TERMINATION
11.1 This Agreement shall commence on the Contract Start Date and shall continue for the Minimum Period and thereafter until terminated in accordance with this Clause 11 (Term and Termination) (the “Term”).
11.2 Either party may terminate this Agreement without cause at any time following expiry of the Minimum Period by giving the other party at least three months' prior written notice. Customer will remain liable for Fees for the period up to and including the month in which the effective date of termination occurs.
11.3 Either party may terminate this Agreement immediately by written notice to the other party if the other party commits a material or persistent breach of this Agreement which it fails to remedy (if capable of remediation) within thirty (30) days of notice requiring it to do so. Any failure by Customer to pay any Fees by the applicable due date shall be deemed a material breach of this Agreement for the purposes of this Clause 11.3.
11.4 Inasolve may terminate this Agreement immediately by written notice if Customer has a receiver, administrative receiver or an administrator appointed, passes a resolution for winding up or are subject to an order to that effect from a court of competent jurisdiction, becomes subject to an administration order, enters into a voluntary arrangement with its creditors, or anything equivalent to any of the foregoing occurring under national or local law (except where for the purposes of a solvent and bona fide amalgamation or reorganisation).
11.5 On termination for any reason:
(a) all rights granted to Customer under this Agreement shall cease;
(b) Customer must immediately cease all activities authorised by this Agreement;
(c) Customer must immediately and permanently delete or remove the Software and Content from all computer equipment it has been installed on, and immediately destroy or return to Inasolve (at Inasolve’s option) all copies of the Software and Content in Customer’s possession, custody or control;
(d) Customer must immediately pay any sums due under this Agreement, which shall include any Fees for the period up to and including the month in which the effective date of termination occurs;
(e) Inasolve may take such measures as it deems reasonable and appropriate to prevent Customer accessing, downloading, installing or using the Products;
(f) any provision of this Agreement that is expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect; and
(g) such termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry including the right to claim damages in respect of any breach of the Agreement.
12. CONFIDENTIALITY
Each party shall, during the Term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
13. DATA PROTECTION
13.1 Both parties shall comply with all applicable requirements of Data Protection Legislation. This Clause 13 is in addition to, and does not relieve, remove or replace, either party's obligations or rights under Data Protection Legislation
13.2 Both parties acknowledge that:
(a) if Inasolve processes any personal data on Customer’s behalf when performing Inasolve’s obligations under this Agreement, Customer is the controller and Inasolve is the processor for the purposes of Data Protection Legislation;
(b) Schedule 2 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject; and
(c) the personal data may be transferred or stored outside the UK, the EEA and/or the Location in order to perform Inasolve's obligations under this Agreement.
13.3 Without prejudice to the generality of Clause 13.1, Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Inasolve for the duration and purposes of this Agreement so that Inasolve may lawfully use, process and transfer the personal data in accordance with this Agreement on Customer’s behalf.
13.4 Without prejudice to the generality of Clause 13.1, Inasolve shall, in relation to any personal data processed on Customer’s behalf in connection with the performance of Inasolve’s obligations under this Agreement:
(a) process that personal data only on Customer’s written instructions unless Inasolve is required by any applicable laws to process personal data;
(b) not transfer any personal data outside of the UK or the European Economic Area unless the following conditions are fulfilled:
(i) Customer or Inasolve has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Inasolve complies with its obligations under Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) Inasolve complies with reasonable instructions notified to it in advance by Customer with respect to the processing of the personal data;
(c) assist Customer, at Customer’s cost, in responding to any request from a data subject and in ensuring compliance with Customer’s obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d) notify Customer without undue delay on becoming aware of a personal data breach;
(e) at Customer’s written direction, delete or return personal data and copies thereof to Customer on termination of the Agreement, unless Inasolve is required by any applicable laws to retain the personal data; and
(f) maintain complete and accurate records and information to demonstrate Inasolve’s compliance with this Clause 13 and immediately inform Customer if, in Inasolve’s reasonable opinion, an instruction infringes Data Protection Legislation.
13.5 Both parties shall ensure that they have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of that party's systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by that party).
13.6 Customer consents to Inasolve appointing any third party processors of personal data under this Agreement. Inasolve confirms that it will enter into written agreements with the third party processors which reflect the requirements of Data Protection Legislation. As between Customer and Inasolve, Inasolve shall remain fully liable for all acts or omissions of any third party processors appointed by Inasolve pursuant to this Clause 13.6.
13.7 Without prejudice to the provisions of Clause 16, Inasolve may, at any time on not less than 30 days' written notice, revise this Clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).
14. USAGE DATA
14.1 Customer hereby consents to Inasolve’s use of the Software and other software tools (including cookies) to collect data relating to the way Customer and its Authorised Users use the Products (“Usage Data”). Usage Data may include:
(a) statistical data relating to how the Products are used by Inasolve’s customers; and
(b) anonymised versions of the designs, projects, used catalogues and other business related information,
each of which is collected from Customer’s use of the Products.
14.2 Customer hereby further consents to Inasolve’s storage, retention, processing and use of the Usage Data for the purposes of (1) detecting and preventing breaches of network security, the law, or this Agreement; (2) capacity planning and the operation and improvement of the Products and any of Inasolve’s current or future products and services; and (3) customising, obtaining feedback on and marketing the Software and any of Inasolve's current or future products and services.
14.3 For the avoidance of doubt, with respect to Usage Data, Inasolve shall at all times comply with Data Protection Legislation and its obligations under Clause 13. To the extent Usage Data contains any personal data, this Clause 14 shall be considered to be Customer’s written instructions for the purposes of Clause 13.4(a).
15. EXPORT
15.1 Neither party shall export, directly or indirectly, any technical data acquired from the other party under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations ("Export Control Laws"), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
Inasolve Pty Ltd Terms & Conditions Version 1.1 (10 March 2021) 14
15.2 Each party undertakes:
(a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
(b) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
16. VARIATION
Inasolve may update the terms of this Agreement at any time on 30 days' written notice to Customer. Customer’s continued use of any Products following the receipt (or deemed receipt) of such notice shall constitute Customer’s acceptance to the terms of this Agreement, as varied. If Customer does not wish to accept the terms of the Agreement (as varied) Customer must immediately notify Inasolve of such non-acceptance and stop accessing and using the Products. Following any notice of non-acceptance, Inasolve shall discuss whether (at its sole discretion) any alternative arrangements can be made, failing which Inasolve shall notify Customer that the Agreement shall be terminated.
17. EVENTS OUTSIDE INASOLVE’S CONTROL
Inasolve will not be liable or responsible for any delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond Inasolve’s reasonable control. In such circumstances Inasolve’s obligations under this Agreement will be suspended and the time for the performance of Inasolve’s obligations will be extended for the duration of the event outside of its control.
18. ASSIGNMENT
18.1 Customer shall not assign, transfer, sub-license, novate, charge or otherwise deal with any or all of its rights or obligations under this Agreement in whole or in part without Inasolve’s prior written consent. Inasolve may at any time assign, transfer, sub-license, novate, charge or otherwise deal with any or all of its rights and obligations under this Agreement.
18.2 Notwithstanding the confidentiality restrictions in this Agreement Inasolve may disclose to a proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the other party as is appropriate to disclose for the purposes of the proposed assignment.
19. NOTICES
19.1 Any notice given to Customer under or in connection with this Agreement shall be sent by email to Customer’s email address as provided in the Order Form. Any notice given to Inasolve under or in connection with this Agreement shall be sent by email to Inasolve’s email address as provided in the Order Form.
19.2 Any notice shall be deemed to have been served at the time of transmission, or, if this time falls outside Business Hours, when Business Hours resume.
19.3 Where any provision of this Agreement requires notice to be made in writing, such notice may be made by email in accordance with this Clause 19.
20. THIRD PARTIES
This Agreement does not confer any rights on any person or party (other than Customer and Inasolve and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
21. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between Inasolve and Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the Products. Customer agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement. Customer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this Clause 21 shall limit or exclude any liability for fraud.
22. LEGACY TERMS AND CONDITIONS
If Inasolve (or an Affiliate) and Customer (or an Affiliate) have any agreements in place prior to the Contract Start Date (“Legacy Agreements”) in respect of products or services similar to the Products, Inasolve and Customer agree (where applicable on behalf of their respective Affiliates who they each confirm they have authorization to act on behalf of) to these Terms and Conditions replacing the terms and conditions governing the Legacy Agreements as of the Contract Start Date.
23. NO EXCLUSIVITY
Subject to Clause 3.5, this Agreement shall not prevent either party from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
24. SEVERABILITY
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted and, if possible, shall be replaced with a lawful provision which as closely as possible gives effect to the intention of the parties, and where possible that shall not affect the validity and enforceability of the rest of the Agreement.
25. RIGHTS CUMULATIVE
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
26. NO PARTNERSHIP
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
27. NO WAIVER
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
28. GOVERNING LAW AND JURISDICTION
28.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Australia.
28.2 The parties irrevocably agree that the courts of Australia shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
This Agreement has been entered into on the Contract Start Date.
SCHEDULE 1
EXCLUDED SOFTWARE
N/A
SCHEDULE 2
PROCESSING OF PERSONAL DATA
Inasolve will process personal data in accordance with this Agreement from the Contract Start Date until the expiry or valid termination of this Agreement.
Inasolve shall process personal data for the following purposes:
Inasolve will process the following categories of personal data:
Version: 31 May 2022