Take Closer Look at eZaango Care Partners Terms & Conditions

ECP Software License Agreement

Background

eZaango Group Pty Ltd is the developer of and authorised to license the cloud software for Participant Management (“eZaango Care Partners”) and attached iOS and Android Apps. Customer agrees to license the ECP Software to the customer and the customer accepts the license on the following terms and conditions.

Purpose

The purpose of this agreement is to ensure that the customer has access to the ECP software at a cost and quality commensurate with its service requirements. ECP software is a solution provided to the customer that is designed as per customer requirements and built for the Australian home care industry.

Term

The initial term is for one year starting from the day the portal is created.

Bundle

Software have backend admin panel to the needs and iOS and Android App for Time Management of field staff.

Support Type

We will provide standard support over the phone during business hours for Enterprise Level clients and thru’ ticketing system for Basic, Pro and Premium Plans.

Payment Method

Monthly payment will be charged thru Direct Debit directly from bank at the start of every month and Invoice will be sent out every month. Yearly payment can be made on invoice.

Server Location & Maintenance

Server is based in Sydney with Amazon cloud in high availability cluster environment with proper backups setup on Amazon Data Storage.

Data Security

Server is fully secured under Amazon environment and we have proper tool installed on the server to protect it from any kind of hack attempts. There is no public facing interface on the server apart from a landing page. Rest all the links will be with clients and they will also be upload only a certain type of the files on the server.

Back up of server

Server will be backed up every night at 2AM on Amazon Data Storage in encrypted form for the last 14 days at no extra cost, and on your request it will be restored back not more than once in 3 months. If the requests will exceed this limit, charges will apply.

Standards Terms & Conditions(‘Terms’)

1. Grant of License

• eZaango Group grant a license to the customers to use the ECP Software in accordance with the permitted use of for the term in the Australia.
• eZaango Group warrants that it has authority to grant the licence.
• The license permits only the authorised users of the customer to access and use the ECP Software created by us. They will have no access to the code.
• These rights are personal to the customer, non-transferable, and limited by and subject to this agreement.
• The customer shall have no right to distribute, sell, supply or make available this software to any third party to use or commercialise.
• The customer acknowledges that ECP software forms part of the Hosted Cloud Solution compromising the supply of software as a service (SaaS) over the Internet.
• eZaango Group will provide the limited support services and standards support services as applicable during the time in accordance with appendix three. eZaango Group will fix any bugs or defects if found any during the use of software.
• The customer agrees that the any further upgrades or updates to software after 15 days from the start of contract will be charged and quote will be provided for the same before any changes will be made.

2. Term

This agreement starts on the start date and continues until terminated in accordance with clause 17.

3. Subscription plan

eZaango Group will provide the ECP Software to the customers on the following subscription plan basis:

• Subscription plan with Support Services for the period set out above and
• Subscription Plan in consideration of the Subscription fees.

4. Updates & New Releases

• The customer agrees that the any further upgrades or updates to software after 15 days from the start of contract will be charged and quote will be provided for the same before any changes will be made.
• When a new OS released by Google or Apple, They expect the mobile apps to be upgraded. We will inform you well in advance when the upgrade will happen.

5. Subscription fee and GST

• The customer will pay eZaango Group the subscription fee for use of ECP Software in accordance with the rates, payment method, currency and time for payment set out in contract.
• eZaango Group may change it subscription fee by giving 30 calendar days’ notice in writing to the customer.
• eZaango Group will provide the customer with tax invoices in accordance with the GST law in relation to remuneration payable under this clause.
• All fees or other sums payable under this contract are exclusive of GST. If GST is imposed on any supply made under or in accordance with this agreement, the customer must pay to eZaango Group an additional amount equal to the GST payable on or for the taxable supply in accordance with the GST law. Payment of the additional amount will be made at the same time, as payment for the taxable supply is required to be made in accordance with this agreement.
• Payment of subscription fees must be paid in full without deductions or taxes, charges include any bank charges.
• eZaango Group will have the right to suspend the ECP Software (In whole or in part) by giving 15 calendar days’ notice in writing to the customer if the customer fails to pay the subscription fee when due.
• The parties agree that no part of any such payment under clause 5 is refundable on termination or expiry of this agreement for any reason except in accordance with the express terms of this agreement.

6. Delivery

• In consideration of the subscription fee, eZaango Group will make the ECP Software available to the customer by giving access to the customer on the delivery date together will all necessary login credentials and passwords.
• From the delivery date, the customer will be responsible for ensuring that ECP Software is used in accordance with the specifications.
• The customer may inspect the ECP Software on the delivery date and must notify eZaango Group within 14 calendar days of any changes they requested are implemented on the base software, or we deem software to be free from any defect, fault or failure to use.

7. Privacy law and data

• eZaango Group will take all responsible steps to ensure the integrity and confidentiality of any personal information obtained through this agreement and use or disclose it only for the purposes of this agreement subject to any applicable exceptions in the privacy laws.
• eZaango Group will not by part any part of this agreement, obtain any ownership interest in any of the personal information or data obtained from the customer by eZaango Group through the supply of ECP Software during the term.
• Parties agree to comply with all applicable law and regulations governing
  • data protection, and
  • Practices and procedures to protect personal information accordance with the privacy laws whether or not that party is an organisation bound by the privacy laws.
• The customer must keep backups of all data and personal information uploaded to the hosted cloud solution
• The customer owns all right, Title and interest in the data and personal information. The customer grants to eZaango Group a license to use, copy, transmit and store the data and personal information to enable the customer to access and use the ECP Software.
• eZaango Group owns all right, title and interest in any data or information that eZaango Group creates, generates or produces in connection with any supply under these terms including data and information that is
  • New, unique, original or non-identifiable
  • Aggregate or raw or statistical relating to usage, analyses and results
  • For the purpose of optimising delivery, commercialisation and performance of the supply and
  • Samples and prototypes, conclusions, techniques, know-how, methods, and undocumented findings generated in the usual course of business of eZaango Group. (Collectively, the products & services data). For the avoidance of doubt, the products and services data does not include any personal information obtained from or imported by the customer or otherwise data that is sensitive to the customer.
• The customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of the data and personal information that is stored or incorporated into the ECP Software.
• The customer is responsible for maintaining the confidentiality and security of its login ID and password and must not grant it to any other person but an authorised user.
• Each party must notify the other party immediately if it becomes aware of any breach or alleged breach of that party’s obligations under this clause and comply for any reasonable direction of the other party to remedy that breach.
• eZaango Group accepts no responsibility or liability for lost, missing, or corrupted data or personal information caused by viruses, Trojan horses or unauthorised user activity(hacking) and the like.
• To the extent permitted by law, eZaango Group expressly excludes liability for any loss of data and personal information no matter how caused.
• The obligations imposed by clause 7 survive the end or termination of this agreement

8. Customer’s obligations

The customer will institute and maintain access control mechanisms which at a minimum:

• Enable a robust password system for each identified user;
• Ensure that only an identified user who has the necessary authority can access the software;
• Securely communicate new passwords after password is created or reset;
• Not documenting passwords;
• Not assessing ECP Software from unsecured networks;
• Logging out of ECP Software when not using it or leaving a computer or device unattended and unlocked when logged into the software and
• Not assessing ECP Software from any unsecure locations where unauthorised persons may be able to access or view the computer or device from which it has been assessed.

If at any time eZaango Group reasonably considers that there has been an unauthorised access or that any person whether or not an authorised user is jeopardising the security or integrity of software, eZaango Group may suspend, break, cancel or change access to the software.

The Customer and its authorised users will:

• Exercise reasonable care, skill and diligence in exercising its use of ECP Software.
• Use the software in a responsible manner and only in accordance with its intended use
• Promptly notify eZaango Group of any issues with the software as and when they occur
• Not use ECP Software for any activities which breach any laws, infringe a third parties rights including intellectual property rights, or are contrary to any relevant standards or codes
• Not use the ECP Software for any activities which defames, threatens, menaces or offends any person
• Keep secure all user IDs and passwords
• Implement, maintain and enforce suitable virus protection including against:
  • Any program or piece of code that is self-replicating when loaded onto a computer and is capable of transmitting itself across networks and bypassing security systems, and
  • Any malicious software designed to disrupt or damage a computer system
• Not sell, lease, Publish, redistribute or sublicense the software so far except as expressly permitted under this agreement
• Not reproduce, copy, modify, make error corrections to or otherwise modify, enhance or adapt the ECP Software or create derivative works based upon ECP Software.
• Not decompile, disassemble, decrypt, Reproduce, reverse engineer, or otherwise attempt to drive any of the key philosophical or reduce the ECP Software to human readable form or permit any third party to do so and
• Not use ECP Software in whole or in part as a basis for creating a product or service that would infringe the intellectual property of eZaango Group products and services.
• The customer will only upload or enter data and personal information which creates, owns, holds intellectual property rights to all which is authorised in writing by the owner or creator of the data or personal information to upload or enter.

9. Warranties and Representations

• eZaango Group warrants that it is the owner of or authorised to commercialise the intellectual property rights in the ECP Software.
• eZaango Group warrants that it will comply with all applicable laws in relation to the intellectual property rights in ECP Software.
• Save for those express warranties provided in this agreement and to the maximum extent permitted by law and the statutory consumer guarantees as provided in chapter 3 part 3.2 of the Competition and Consumer Act 2010 (Cth), eZaango Group does not give any other express for warranty of any kind in relation to any goods and/or services supplied under this agreement
• The customer agrees that the demo software is provided for trial “as is” and specific results cannot be guaranteed. It is the current customer’s sole responsibility to determine that the software or any part of it meets the needs of its business and advise us if any customization is required so that it becomes suitable for the purpose for which it is used.
• eZaango Group makes no representations or warranties of any kind, express or implied, concerning the supply of its products and services including:
  • as with the absence of latent or other defects, whether discoverable or not;
  • that it is non-hazardous.
• eZaango Group does not warrant that:
  • The ECP Software meet all of the customer’s requirements,
  • The use of ECP Software will be error or virus free, or uninterrupted or that any updates on new releases of ECP Software will not degrade the functionality of any of the customer’s existing systems, for any purpose whatsoever,
  • The support services would be performed error free or an interrupted, or
  • eZaango Group will correct all faults, defects and errors.
• If the ECP Software is used with any third party software or components by either party, eZaango Group disclaims:
  • all representations and warranties express, implied or statutory with respect to all search third party software or components including without limitation:
  • any warranties, fitness for purpose, system integration, data accuracy, title, noninfringement and
  • responsibility for the failure of the third party software or components.
• The use of third party software or components is at customers own discretion and risk and the customer agrees that the customer will be solely responsible for ensuring that the third party software or components will meet its requirements, will be an interrupted, timely, secure or error-free, and that its use will be effective, accurate or reliable.
• The customer acknowledges that the ECP Software forms part of a hosted cloud solution which is not in the control of eZaango Group. eZaango Group does not warrant that the ECP Software and the hosted cloud solutions will be available, accessible and up hundred percent of the time. Customer understands and accepts any inherent risk associated with the Common Web Applications vulnerabilities.
• The customer warrants to eZaango Group that it has obtained all consents for eZaango Group to interface or inter operate with customers internal systems.
• eZaango Group makes no warranties other than those expressly set out in this agreement. eZaango Group excludes from this agreement all other warranties, conditions and terms implied by Law except for any, the exclusion of which would contravene any law
• Without limiting this clause, the customer warrants that:
  • It has not relied on any representation made by eZaango Group other than those stated expressly in this agreement, or upon any other descriptions, illustrations or specifications contained in any document including manuals or publicity material produced by eZaango Group; and
  • To the extent eZaango Group has made any representation, which is not otherwise expressly stated in this agreement, the customer has been provided with an opportunity to independently verify the accuracy of that representation.
• Each party warrants that:
  • It has been duly organised, properly registered as a legal entity and is validly existing under the laws of the jurisdiction of its organisation;
  • It has full power to enter into and perform its obligations under this agreement and has taken all necessary cooperate and other actions to approve and authorise the transactions Contemplated by this agreement;
  • This agreement constitutes its valid and binding obligations and forcible in accordance with its terms and
  • All relevant consents (if any) to its entering into this agreement have been obtained and neither the entering into nor the performance but it on its obligations under this agreement will constitute a result in any breach of any contractual or legal restriction binding on it

10. Limitation of liability

• To the fullest extent permissible at law, eZaango Group is not liable for any direct, indirect, punitive, incidentals, special, consequential damages including without limitation any claims, losses, liability, loss of profits, revenue, business on goodwill arising out of or in any way connected with the provision of failure to provide any products and services or otherwise arising out of the provision of products and services, whether based on this terms of this agreement, negligence, strictly ability or otherwise.
• This agreement is to be read Subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies to the extent possible eZaango Group limits its liability as follows, at eZaango Group option:
  • For any Claims relating to this agreement to the fees payable under the agreement for the preceding zero months; or
  • In the case of services including any digital services:
    • The supply of the services again,
    • The replacement of the services or supply of equivalent services or
• The right of eZaango Group to be indemnified under this clause is in addition to, and not exclusive of, any other rights, power or remedy provided by law.
• If the customer is not satisfied with any of the ECP Software, its sole and exclusive remedy is to terminate the agreement in accordance with clause 17.
• In respect of any claim between the parties under or in connection with this agreement the parties agreed that to the maximum extent permitted by Law, and of any laws having a similar effect in Commonwealth and other States and Territories of Australia are excluded and have no effect insofar as any of them would apportion liability to eZaango Group which would not have been apportioned but for such laws.
• Without limiting clause 10, to the extent that eZaango Group is liable in respect of any matters under this agreement, such liability will be reduced to the extent that such claims, liability or loss will caused by any negligent act or omission of the customer or by any breach of this agreement by the customer.
• This clause survives the termination of expiry of this agreement for whatever reason

11. Intellectual property

• The Intellectual Property Rights in or related to ECP Software or any of its documentation vest in eZaango Group or eZaango Group has the right to use or license the use of ECP Software. The intellectual property rights in ECP Software include its specifications and know-how for it as well as any improvements expressed in whatever form including technical information, processes, procedures, methods, formulae, protocols, software, specifications, instructions, data, documents & materials and the right of eZaango Group to have any confidential information kept confidential.
• eZaango Group shall remain the owner or authorised user of:
  • The Intellectual Property Rights now subsisting or conferred in respect of the ECP Software by the Law in force in any part of the world including all renewals and extensions;
  • All future Intellectual Property Rights from time to time belonging to eZaango Group which may be conferred or make subsist in any alterations, improvements, derivative works or additions to the ECP software and any and all renewables and extensions and
  • All common-law rights and statutory or common law remedies in relation to the ECP Software available to eZaango Group in Australia and worldwide.
• The customer agrees that eZaango Group will retain any Intellectual Property Rights in ECP software and any materials created as part of the ECP software and the customer shall not challenge, contest or deny the validity of eZaango Group Intellectual Property Rights.
• If a party becomes aware of any infringement or threatened infringement of any of the Intellectual Property Rights under this agreement, the party will promptly notify the other party in writing giving particulars of the alleged infringement.
• This clause survives the termination or expiry of this agreement for whatever reason.

12. Indemnity

• The customer indemnifies and releases eZaango Group against any claim, liability or loss, demands, proceedings, damages, cost, expense or liability against or sustained by eZaango Group, which is directly or indirectly caused by:
  • the customer’s breach of this agreement;
  • the customer’s misuse of the ECP Software;
  • any negligent on wrongful act or omission of the customer or any of its officers, employees or agents in relation to the performance of its obligations under this agreement;
  • acts or omissions arising out of customer’s use of the ECP Software Including the uploading of any unauthorised or illegal data or personal information; o the event of a common web application vulnerability;
  • any breach of third-party right, including in respect of any claim that infringes Intellectual Property Rights.
• The customer expressly acknowledges that eZaango Group does not have any control over the customer’s or its authorised user’s use of the ECP Software and the specifications and will at all times indemnify and keep indemnified eZaango Group from and against all loss, damage, cost, charge, expense (whether in the contract or in tort) or suffered by eZaango Group either directly or indirectly as a result of customer’s use of ECP Software and its specifications.
• The customer shall inform eZaango Group promptly in writing of any third-party actions, Suits, claims, demands, proceedings, losses, damages, Compensation, sums of money, costs, charges and expenses which may be brought against either eZaango Group or the customer.
• The indemnitor’s obligations pursuant to this clause 12 includes retention and payment of legal fees and payment of court costs, as Well as settlement at indemnitor’s expense and payment of judgements.
• This clause survives the termination of expiry of the agreement for whatever reason.

13. Force majeure

• Notwithstanding any other provision of this agreement, no Party need act if it is possible to act due to force majeure, Meaning any cause beyond its control (Including war, riot, Natural disaster, pandemic or law taking effect after the date of this agreement).
• A party affected by a force majeure agrees to notify the other party promptly after it determines that it is unable to act, giving full details following the occurrence of the cause of the relied upon.
• A party has no responsibility or liability for any loss or expense suffered or incurred by the other party as a result of it’s not acting for so long as the force majeure continues.
• Each party will cover its own cost or losses and neither party will have a claim against the other.
• The non-performing party agrees to make reasonable efforts to avoid or remove the circumstances giving rise to the force majeure and agrees to continue performance under this agreement promptly when they are removed.

14. Employees and Contractors

• The customer will not during the term of this agreement and for a period of three (3) years after its termination directly or indirectly solicit or entice away any of eZaango Group and its all the associated companies’ employees or subcontractors who were introduced by eZaango Group to the customer.

15. Confidentiality

• A Party (Receiving Party) shall keep in secret confidence all Confidential Information which has been disclosed to the Receiving Party by the other Party (Disclosing Party), it’s employees, agents or subcontractors. The Receiving Party shall restrict disclosure of any such Confidential Information to such of its employees, agents or subcontractors as need to know it for discharging the Receiving Party’s obligations under the Agreement and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those who bind the Receiving Party.
• The terms of this Agreement and any subsequent amendments by the Parties in writing and confidential and may not be disclosed by either Party other than for obtaining professional legal, accounting or other specialist consulting advice.
• The obligations in clause 15 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this Agreement, is already or rightly comes into eZaango Care Partner’s possession, is independently developed by eZaango Group, or which eZaango Group is required to disclose by Law.
• Each party will be entitled to the benefit of this clause during the Term of this Agreement and following termination.

16. Insurance

• Both the customer and eZaango Group must, during the term at that individual party’s sole cost And expense, obtain and keep in full force and effect business insurance as a prudent person in the business world take out, including:
  • Public liability; and
  • Professional indemnity/errors and omissions insurance;
• These insurances must be taken out with reputable insurers and on terms that are reasonably prudent person would require.
• Certificates of insurance, or if each of the party requires, certified copies of each other’s insurance policy must be delivered to the other party within 14 calendar days of a written request from a party.

17. Termination

• Either party may terminate this agreement by giving 90 days’ notice to the other partner even if the original contracted date has passed.
• This agreement will terminate by notice of a party if:
  • The other party becomes subject to external examination or being a natural person becomes bankrupt or dies;
  • The customer (if a partnership) dissolves or enters into a process of dissolution or if a corporation undergo the change of control event; or
  • The customer Ceases or notifies of its intention to cease trading as a business
• Where there has been a termination under clause 17,
  • Each party must return to the other party all of the other parties property including its intellectual property and any confidential information whether written or in machine readable form,
  • Except as otherwise required by law, But eZaango Group make available to the customer it’s data add personal information upon written request by the customer within 3 months (The retention period) of termination,
  • Each party must not record or retain any of the others confidential information or data or personal information unless otherwise required by law,
  • The customers must seize its use of software including any use of by authorised users and pay to eZaango Group any outstanding fees owed to eZaango Group as per contract, and
  • eZaango Group shall have the right to immediately suspend or terminate access by the customers and it’s authorised users to ECP Software.
• The customer agrees that it is customers responsibility to seek the data and personal information from eZaango Group in accordance with clause 17 and eZaango Group will not retain a backup or copy of the data other than as required by law after the retention period following the termination or expiry of the agreement for any reason. The customer agrees that the deleted data and personal information will be irrecoverable after the retention period.
• Termination of this agreement is without prejudice to any accrued rights of either party as at the date of termination.

18. Dispute resolution

• Compulsory process. A party must not start arbitration or court proceedings (except proceeding seeking interlocutory relief) in respect of a dispute arising out of these term dispute unless it has complied with this clause.
• Notification. A party claiming that a dispute has arisen must notify each other party to the dispute giving details of the dispute.
• Initial period – efforts to resolve dispute. During the 30 day calendar period after the notice is given (or longer period agreed in writing by parties to the dispute) (initial period) each party to the dispute (Disputant) covenants with the other to cooperate and take all reasonable steps necessary to attempt to resolve the dispute.
• Mediation. If the disputants are unable to resolve the dispute within the initial period, each disputant agrees that the dispute shall be referred for mediation, at the request of any disputant, to:
  • A mediator agreed on by the disputants; or
  • If the disputants are unable to agree on a mediator within seven days after the end of the initial period, then the disputants must submit the dispute for mediation through the 18 chair of resolution Institute or the chairs designated representative and the resolution Institute mediation rules shall apply to the mediation.
• The role of mediator. The role of mediator is to assist in negotiating a resolution of the dispute. A mediator may not make a decision that is binding on a disputed unless the disputant has so agreed in writing.
• Information. any information or documents disclosed by a disputant Under this clause must be kept confidential and may not be used except to attempt to resolve the dispute.
• Costs of mediation. Each disputant must be it’s on cost of complying with this clause the disputants must pay equally the costs of any mediator engaged.
• Failure to resolve. After the initial period, a disputant that has complied with this section may terminate the dispute resolution process by giving notice to each other disputant. A party to the dispute will only be in titled to pursue other remedies available to it at law or otherwise, if the parties have failed to resolve the dispute within 30 calendar days after the commencement of the dispute resolution.

19. Notices

• Any notice to be given to one party by another under this agreement:
  • Must be in legible writing and in english addressed in accordance with the address for notices
  • Must be delivered to the recipient in person or by courier hand delivery, by prepaid ordinary post or by email; and
  • Must be signed by an authorised officer of the party giving or making it or on its behalf by any Solicitor, director, secretary or authorised agent of the party.
• A notice is regarded as being given by the sender and received by the recipient:
  • If by delivery in person, when delivered to the recipient;
  • If by post, four calendar days from and including the date of postage; or
  • If by email, immediately unless sender receives an automated reply that the email was not delivered by reason of the address being invalid or otherwise.
• If the notice is received on the day which is not a business day or after 5 pm on a business day that notice is regarded as received 9 am on the following business day

20. General

• Entire agreement. This agreement (and any documents executed in connection with it) embodies the entire understanding and agreement between the parties as to the subject matter of this agreement.
• Relationship. Nothing in this agreement will constitute or be deemed to constitute a partnership, joint-venture or agency between the parties.
• Variation. This agreement may only be varied in writing by the parties.
• Severability. If any part of the provision of this agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with the provision which, as far as possible, accomplishes the original purpose of that part of the provision otherwise it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
• Waiver. No right under this agreement is waived or deemed to be waived except by notice in writing signed by the parties waving the right.
• Implied Terms. Any implied term under law that can be excluded is expressly excluded and no term is to be implied as being a term of this agreement unless by law it cannot be excluded.
• Assignability/Transferability/Notification. eZaango Group may assign, sub license, transfer, novate or otherwise Deal in any other way of its rights under this agreement without the prior written consent of the customer. The rights granted to the customer under this agreement maybe assigned only with the written consent of eZaango Group.
• Joint and several. Any warranty representation or obligation, which binds or benefits two or more persons under this agreement binds or benefits those persons jointly and separately.
• Further assurance. Each party must promptly execute all documents and do all things that another party from time to time reasonable requests to effect, perfect or complete these terms and all transactions incidental to it.
• Implied terms. Any implied terms under law that can be excluded is expressly excluded and no term is to be implied as being a term of this agreement unless by law it cannot be excluded.
• Successors and assigns. A person includes the trustee, executor, administrator, successor in title and permitted assign of that person. This clause must not be construed as permitting the party to assign any right or obligation under this agreement.
• Survival of agreement. This agreement shall ensure to the benefit of and be binding upon the parties and their respective successors, Trustees, heirs, Executors, administrators and permitted assigns or receivers but will not enure to the benefit of any other persons. The terms, covenants, conditions and provisions of this agreement which are capable of having effect after the expiration of the agreement settlement funds remain in full force and effect following the expiration of this Agreement.
• Law and jurisdiction. The law of the state of Victoria, Australia governs this agreement. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria, and any court that may hear appeals from any of those courts for any proceedings in connection with this agreement, and the waives any right it may have to claim that those codes are an inconvenient forum.
• Counterparts. This agreement may be executed in counterparts, each of which will be deemed to be an original and all of which together will constitute one instrument and agreement provided that those counterparts have been exchanged.

Definitions and Interpretation

21. Definitions

• Access means access by customer to the ECP Software using the security measures defined in security.
• Agreement means this agreement including, appendices and any variations in writing signed by both parties
• Authorised user means user of the ECP Software authorised by the customer in accordance with the terms of this agreement.
• Business day means a day on which banks are open for business in Victoria.
• Change of control means, in relation to a corporation, a change in control of the board of directors, a change of control of more than half the voting rights attached to the shares in the corporation, or change of control of more than half that you should shares to which voting rights are attached.
• Claim Means any claim, cost, Damages, debt, expense, liability, loss, suit, action, demand, close action or proceeding of any kind respective of:
  • how or when it arises;
  • whether it is actual or contingent;
  • whether or not it is in respect of legal or other costs, damages, expenses, fees or losses;
  • whether or not it is in respect of breach of trust o of a fiduciary or other duty or obligation; and
  • whether or not it arises at law or otherwise (including by the way of contribution or indemnity).
• Common Web Application Vulnerabilities Means traffic interception and the possibility that a third party through decryption may intercept encrypted traffic between hosted cloud solution and an authorised user browser.
• Confidential information means all information disclosed by a party to the other party for or in connection with:
  • The terms of this agreement; o Information that by its nature is confidential;
  • Information that is non-public, sensitive information disclosed by a party;
  • All information in whatsoever form, either all or written, that is marked or identified as confidential, secret, not to be disclosed or private;
  • Intellectual property rights;
  • Trade secrets on information which is capable of protection at law or equity as confidential information; and
  • Any other information however obtained, ascertained, discovered or derived by the customer whether the information was disclosed:
    • Orally, graphically, in writing or in electronic or machine readable form or by observation;
    • Before, on or after the date of this agreement; or
    • As a result of any decision between the parties

But does not include any information which prior to the date of this agreement was lawfully in the public domain or which eZaango Group has published, circulated what announced publicly.

• Data means the data that the customer uploads to the hosted cloud solution thru ECP software.
• Delivery Date means the date specified in contract for grant of access to the ECP Software.
• Fault means a failure in the normal operation of the ECP Software
• GST means good and services tax as defined in a new tax system goods and services act 1999
• GST law means the same as in a new tax system devices and cleaning services tax act 1999.
• Hosted cloud solution means Amazon AWS cloud server.
• Intellectual property rights means all intellectual property rights, including all copyright, patents, trademarks, design right, trade secrets, secret layouts, domain names, know-how, trade secrets and other rights of a similar nature worldwide, whether registrable or not and whether registered or not and any application for registration or right to make such an application.
• Laws mean all laws including rules of common-law, principles of equity, statutes, regulations, proclamations, audiences, bylaws, rules, regulatory principles and requirements, statutory rules of any industry body, statutory mandatory code of conduct, writs, orders, injunctions, judgements and Australian generally accepted accounting principles.
• Liability means any debt, obligation, cost including legal costs, deductibles or increased premiums, expenses, lost damage, compensation, charge or liability of any kind, including those arising from third party claims those that are perspective or contingent and those the amount of which is not ascertained or ascertainable, and whether arising under the breach of contract in tore, including negligence, restitution, Pursuant to statute or otherwise at law or in equity.
• Support services means the services supplied by eZaango Group to the customer as specified in appendix three.
• Loss Means any cost, expense, loss, damage or liability with a direct, indirect or consequential including pure economic loss, present or future, ascertained or unascertained, actual, perspective or contingent or any find or penalty and includes legal costs.
• Notice means any written communication from a party to the other party including those sent by fax, letter, email and conveyed in accordance with the terms of agreements.
• Party means a party to this agreement.
• Permitted use means the right of the customer to use the ECP Software in accordance with this agreement and any other reasonable directions Issued by Web 24x7 to the customer from time to time in hard or digital form.
• Person means any person that is recognised by law whether it be a natural person, and entity or a corporation.
• Personal information has the meaning as identified in the privacy act 1988.
• Privacy laws means the privacy act 1988.
• Security means such as security measures as eZaango Group may reasonable designate to the customer from time to time having regard to known or suspected actual or future risks, as a minimum that the customer keeps confidential and uses secure user ids and robust passwords.
• Specifications means any hard or electronic printed material which forms part of ECP Software and contains technical information and training related to the use of ECP software.
• Standard support services means the standard Services supplied by eZaango Group to the customer during the regular subscription plan as specified in appendix three.
• Subscription fees means eZaango Group fees in contract for the supply of ECP software.
• Subscription plan means the plan set out in contract.
• Tax invoice means an invoice that is GST compliant.
• Term means the term of agreement as set out in contract.

22. Interpretation

• In these terms, unless the context otherwise requires:
  • The singular includes the plural and vice versa;
  • A reference to an individual person includes a corporation, partnership, joint-venture, association, authority, trust, state or government and vice versa;
  • Reference to recital, clause, and annexure or exhibit is to recital, clause, annexure or exhibit of or to this document and references to this document include any such recital, clause, annexure or exhibit;
  • A recital, annexure or a description of the parties’ forms part of this document;
  • A reference to any party to this document or any other document or arrangement includes that parties’ executors, administrators, substitutes, successes and permitted asigns;
  • Where in expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
  • Reference to dollars or $ is to Australian currency;
  • Reference to statute, ordinance, code or other laws include regulations and other instruments under it and consolidation, amendments, re-enactments or replacement of any of them;
• In this document, Headings are for convenience and reference only and do not affect interpretation.

Direct Debit Service Agreement

This is your Direct Debit Service Agreement with our company, eZaango Group Pty Ltd.

ABN: 69 610 946 631. It explains what your obligations are when undertaking a Direct Debit arrangement with us. It also details what our obligations are to you as your Direct Debit Provider.

Please keep this agreement for future reference, it forms part of the terms and conditions of your Direct Debit Request (DDR) and should be read in conjunction with your DDR authorisation.

Definitions

Account - Means the account held at your financial institution from which we are authorised to arrange for funds to be debited.

Agreement - Means this Direct Debit Request Service Agreement between you and us.

Banking Day - Means a day other than a Saturday or Sunday/or Public Holiday listed throughout Australia.

Debit Day - Means the day that payment by you to us is due.

Debit Payment - Means a particular transaction where a debit is made.

Direct Debit Request - Means the Direct Debit Request between us and you.

Us or We - Means company (the Debit User) you have authorised by requesting a Direct Debit Request.

You - Means the customer who has signed or authorised by other means the Direct Debit Request.

Financial Institution - Means the financial institution nominated by you on the DDR at which the account is maintained.

1. Debiting your account

1.1 By signing a Direct Debit Request or by providing us with a valid instruction, you have authorised us to arrange for funds to be debited from your account. You should refer to the Direct Debit Request and this agreement for the terms of the arrangement between us and you.

1.2 We do not accept Non-Australian accounts.

1.3 We will only arrange for funds to be debited from your account as authorised in the Direct Debit Request.

1.4 We will be using Stripe as our payment gateway.

2. Amendments by us

2.1 We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least 15 days written notice.

3. Amendments by you

3.1 You may change, stop or defer a direct debit payment, or terminate this agreement in accordance with the terms and conditions of your subscription agreement.

4. Your obligations

4.1 It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with the Direct Debit Request.

4.2 If there are insufficient clear funds in your account to meet a debit payment:

a) you may be charged a fee and/or interest by your financial institution.

b) you will be required to arrange for the debit payment to be made in Centre or arrange for sufficient clear funds to be in your account for re-billing in the next debit cycle.

4.3 You should check your account statement to verify that the amounts debited from your account are correct.

4.4 All susbcribers must be 18 years of age or over to be debited.

5. Dispute

5.1 If you believe that there has been an error in debiting your account, you should notify us and confirm in writing as soon as possible so that we can resolve your query more quickly.

5.2 If we conclude as a result of our investigations that your account has been incorrectly debited, we will respond to your query by arranging for a credit to your subscription account accordingly. We will also notify you in writing of the amount by which your account has been adjusted.

5.3 If we conclude as a result of our investigations that your account has not been incorrectly debited we will respond to your query by providing you with reasons and any evidence for this finding in writing.

6. Accounts

You should check:

a) with your financial institution whether direct debiting is available from your account as direct debiting is not available on all accounts offered by financial institutions.

b) your account details which you have provided to us are correct by checking them against a recent account statement.

c) with your financial institution before completing the Direct Debit Request, if you have any queries about how to complete the Direct Debit Request.

7. Confidentiality

7.1 We will keep any information (including your account details) in your Direct Debit Request confidential. We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information.

7.2 We will only disclose information that we have about you:

a) to the extent specifically required by law; or

b) for the purposes of this agreement (including disclosing information in connection with any query or claim)

8. Notice

8.1 If you wish to notify us in writing about anything relating to this agreement, you should email our administration department. Email addresses are at the bottom of this form.

8.2 We will notify you by sending an email to the email address nominated in the Direct Debit Request.

8.3 Any notice will be deemed to have been received on the third banking day after posting.

8.4 We do not accept responsibility for contact details which are not updated. subscribers will not be reimbursed for any miscommunication as a result of incorrect details