Terms
of Service

Last updated: 8/12/2023

The General Terms, all Service Order(s) and any privacy related documents executed by the parties (collectively, this “Agreement”) form a contract between you and equidi.

This Agreement governs your subscription to, and use of, equidi’s Website and/or other related applications or services including but not limited to translation, analytics and individual and organizational level feedback (together, the “Services”).

The parties have executed this Agreement by signature of their authorised representatives.

This Agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute the same Agreement. The counterparts of this Agreement may be executed electronically and delivered by electronic means by either party to the other party, and the receiving party may rely on the receipt of such document so executed and delivered by electronic means as if the original had been received.

In this Agreement, a reference to:

equidi, we, us or our means equidi Pty Ltd (ACN 655 821 980)
the Customer, you or your means the entity or person indicated in the relevant section of the Service Order;
Customer Data means any content or data that you or your Users submit or transfer to equidi using the Services (including Personal Information, company data or survey responses);
Effective Date means the date that the Customer signs the Service Order;
Personal Information has the meaning given to it by the Privacy Act;
Privacy Act means the Privacy Act 1988 (Cth) and the Australian Privacy Principles, as amended;
Privacy Policy means equidi's privacy policy located at equidi.com/privacy-policy as amended from time to time;
Reports means any reports or analysis generated through the equidi platform or other output of the Services;
Sensitive Information has the meaning given to it by the Privacy Act;
Services means equidi’s Website and/or other related applications or services including but not limited to translation, analytics and individual and organizational level feedback;
Service Improvement means work carried out by equidi to improve the Services, including work in respect of benchmarking and the development and provision of additional services and functionality;
Service Order means an order form that sets forth the equidi products that are being licensed to Customer;
Subscription Term means the length of time set forth on a Service Order for which you agree to use and pay for the Services;
Term means the length of time beginning on the Effective Date and ending on the last day of a then current Subscription Term (that has not been renewed);
Third Party Products means any products and/or services provided by third parties;
Third Party Websites means any websites operated by third parties;
Users means any person or entity to whom you provide access to our Services, including any administrators or managers of your account or survey respondents; and
Website means www.equidi.com

1.0 Services

1.1 EQUIDI SERVICES

During the Term, we will provide you with the worldwide (subject to applicable export and import laws and regulations), non-exclusive, limited, non-transferable (except pursuant to a permitted assignee under these General Terms), non-sublicensable (except to Users), royalty-free licence to access and use the Services as described in your Service Order(s). You may order additional services at any time by contacting our Customer Success team. We will invoice you for any additional services you order after the start of the Term at the time those additional Services are ordered.

1.2 CHANGES TO SERVICES

We continually change and improve our Services. equidi may alter the Services at any time by giving notice to the Customer, which may be given through the Website. We will provide you with reasonable prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. If we do make a change to the Services that results in a material decrease in functionality, you may terminate your Subscription under clause 8.2.

1.3 SUSPENSION OF SERVICES

We may limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency). If equidi limits or suspends the Services, we will give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.

We may suspend your access to or use of the Services following thirty (30) days’ written notice if Customer is in material breach of this Agreement or any Service Order (including but not limited to Customer’s failure to pay equidi the fees for the Services as set forth in a Service Order).

1.4 THIRD PARTY PRODUCTS & WEBSITES

If you use any Third Party Products with the Services (for example, BambooHR, Namely, Slack or Workday integrations or a web browser), you acknowledge that the Third Party Service may access or use the Customer Data. equidi will not be responsible for any act or omission of the third party in respect of such Third Party Products, including such third party’s use of Customer Data in the course of providing the Third Party Products to the Customer. equidi does not warrant or support any such Third Party Products, and you should contact that third party for any issues arising from your use of the Third Party Products.

equidi may include links to Third Party Websites on the Website. These links are provided for your convenience only and you acknowledge and agree that those Third Party Websites do not form part of the Website and are not under equidi's control. You access those Third Party Websites at your own risk. We exclude all liability and responsibility for any loss or damage you may suffer as a result from accessing any Third Party Websites.

2.0 Services

2.1 FEES FOR SERVICES

equidi Services are billed on a subscription basis (Subscription) and you will be billed as set forth in the Service Order (Billing Cycle).

You agree to pay equidi any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Service Order. Except as indicated in this Agreement or required by law, fees paid by you are not refundable.

2.2 USER INCREASES

If your use of the Services during a Billing Cycle exceeds the User limit indicated in the Service Order, we may charge you for the additional Users on a pro rata basis for the remainder of that Billing Cycle as well as any additional Billing Cycles.

2.3 AUTOMATIC RENEWAL

Unless stated otherwise in your Service Order, your Subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with written notice during the current Subscription Term for that Service. The fees for the Services during each Subscription will be in accordance with our then-current fees as advised in your Service Order. If you do not agree with our then-current fees, you have the option to cancel the automatic renewal of the Services during the current Subscription Term for that Service.

2.4 PAYMENT

Payment terms are set forth on the Service Order (or if not set forth on the Service Order, payment terms are 30 days) and all undisputed payments will be paid by Customer within the time period set forth on the Service Order. You agree to keep your billing and billing contact information current and accurate.

2.5 INTEREST

Overdue payments may incur interest at the rate of 1% per month (or the highest rate permitted by law, if less) on the amount overdue, from the date that the relevant payment was due until that payment has been received. You will be responsible for all reasonable expenses (including lawyers’ fees) incurred by equidi in collecting such overdue amounts, except where:

(a) the overdue amounts are due to equidi’s billing inaccuracies; or

(b) you have sought to resolve a dispute using the dispute resolution process in clause 13.1 and that process is still active.

2.6 TAXES

Unless stated otherwise in the Service Order, all fees for Services exclude sales tax, GST, VAT, or other similar taxes. Except for any income taxes payable by equidi, you are responsible for all other taxes or duties payable under applicable law relating to the Services provided under this Agreement, including any penalties or interest. If equidi is required to collect or pay any taxes on your behalf, we will invoice you for those taxes unless you provide us with valid evidence that no tax should be invoiced.

3.0 Data Protection

3.1 PRIVACY

In the course of using the Services, you or your Users may transfer to us Customer Data containing Personal Information (including Sensitive Information). equidi is committed to collect, use and store your Personal Information in accordance with relevant data protection laws, including the Privacy Act. You agree and consent to the use, transfer, processing, and storage of Customer Data in accordance with this Agreement, our Privacy Policy and any applicable law.

Our Privacy Policy explains our commitment to the protection of your Personal Information. By providing your Personal Information to equidi, you agree to equidi:

collecting, using, and processing your Personal Information in accordance with our Privacy Policy and these General Terms; and
using your Personal Information to send you emails for the purpose of complying with our obligations under these General Terms

equidi will only send you marketing material by electronic communications if you have given us permission to do so. By agreeing to these General Terms, you give us this permission unless you have already told us that you withdraw your consent.

If we send you an electronic communication other than a communication containing no more than factual information (for example, an email advising you that these General Terms have changed), we will give you the option of not receiving further communications of this nature which will allow you to opt out of receiving electronic communications containing marketing material at any time.

If you suspect any misuse or loss of, or unauthorised access to or disclosure of, Personal Information in connection with the Website, you must let us know immediately.

3.2 SECURITY

equidi will store and process Customer Data in a manner consistent with industry security standards. equidi has taken reasonable steps and implemented technical, organisational, and administrative systems, policies, and procedures to protect Customer Data from misuse, interference, loss, as well as unauthorised access, modification or disclosure.

3.3 DISASTER RECOVERY

equidi will retain backup copies of Customer Data made in the ordinary course of business by equidi. Notwithstanding, you must procure your own backup copies of Customer Data and you may not rely on equidi's backup copies at any time.

4.0 Confidentiality

4.1 CONFIDENTIAL INFORMATION DEFINITION

In this Agreement, Confidential Information means any information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with the use of the Services that is marked confidential or would reasonably be considered as confidential under the circumstances. Customer Data is the Customer’s Confidential Information. Confidential Information does not include any information that:

(a) is or becomes public through no fault of the Recipient;

(b) the Recipient already lawfully knew;

(c) was rightfully given to the Recipient by a third party free of any confidentiality duties or obligations; or

(d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.

4.2 CONFIDENTIALITY OBLIGATIONS

The Recipient must:

(a) protect the Discloser’s Confidential Information using commercially reasonable efforts and no less than the same efforts it uses to protect its own Confidential Information;

(b) not disclose the Discloser’s Confidential Information, except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who need to know it and who have agreed in writing to keep it confidential;

(c) only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement; and

(b) ensure that its affiliates, employees, directors, contractors, agents and professional advisors only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement.

4.3 COMPELLED DISCLOSURE

The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, but only after it, if permitted by law:

(a) uses commercially reasonable efforts to notify the Discloser in writing;

(b) gives the Discloser the opportunity to challenge the requirement to disclose; and

(c) cooperates with the Discloser if the Discloser seeks an appropriate protective order.

4.4 NON-DISCLOSURE AGREEMENTS

The provisions of this clause 4 will supersede any non-disclosure agreement between the Parties and such agreement will have no further force or effect.

5.0 Intellectual Property

5.1 INTELLECTUAL PROPERTY RIGHTS DEFINITION

In this Agreement, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trademarks, service marks, domain names, good will and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognised under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.

5.2 EXISTING INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights existing prior to the date of this Agreement will belong to the party that owned such Intellectual Property Rights on that date. You retain all ownership and Intellectual Property Rights to Customer Data. equidi does not claim ownership over any Customer Data. This Agreement does not grant us any licences or rights to Customer Data except for the licences granted in clauses 5.3 and 5.4 below, or as otherwise required for us to provide the Services to you or your Users.

5.3 LICENCE FOR SERVICES

For the Term of this Agreement, you grant equidi a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, or archive Customer Data for the purposes of providing the Services to you as contemplated by this Agreement.

Subject to the receipt of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use any Reports which you can (and are authorised to) export through the functionality of the Services for your internal purposes (in each case subject to any Confidentiality Notices).

5.4 LICENCE FOR SERVICE IMPROVEMENT

You grant equidi a royalty-free, perpetual, irrevocable, worldwide, sublicensable, transferable licence to access, use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise use Customer Data for the purposes of Service Improvement, creating de-identified aggregated data (“Data Sets”), and creating analytics, benchmarks and insights in respect of those Data Sets. You acknowledge and agree that Data Sets may be made publicly available and may be used after termination of this Agreement provided that such Data Sets cannot directly or indirectly identify the Customer or its Users.

5.5 CUSTOMER DATA REVIEW

You acknowledge that, in order to ensure compliance with legal obligations, equidi may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates this Agreement (such as when unlawful conduct or content is reported to us). We may also prevent access to or refuse to display content that we reasonably believe violates the law or this Agreement. However, equidi otherwise has no obligations to monitor or review any content submitted to the Services by you or any other person.

5.6 CUSTOMER FEEDBACK

If you provide us with any feedback associated with the Services, equidi may use that feedback without any obligation to you.

5.7 CUSTOMER LISTS

equidi may identify you (by name and logo) as an equidi customer in promotional materials or during promotional events. If you do not want your name and/or logo to be used in this way, please contact us.

5.8 EQUIDI INTELLECTUAL PROPERTY RIGHTS

Nothing in this Agreement or from your use of the Services grants you:

(a) ownership in the Services or the content (including Reports or any of our policy, strategy, tools or resource documentation) you access through the Services (other than Customer Data); and

(b) any right to use any equidi trademarks or other Intellectual Property Rights contained in our brand identity.

equidi will continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g. dashboard data or Reports), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing as well as any other policy, strategy, tools or resource documentation. Except for the express rights granted herein, we do not grant you any other licenses, express or implied, to any of our intellectual property including software, services, or products.

5.9 PLATFORM SUB-PROCESSORS

You agree that equidi and the third-party service providers that are utilized by equidi to assist in providing the Services to you have the right to access your account and to use, modify, reproduce, distribute, display and disclose Customer Data to the extent necessary to provide or improve or deliver the Services, including, without limitation, in response to your or your Users’ support requests. equidi will be responsible for all acts and omissions of its sub-processors.

Any third-party service providers utilized by equidi will only be given access to your account and Customer Data as is reasonably necessary to provide the Services and will be subject to:

(i) confidentiality obligations which are substantially consistent with the standards described in this Agreement; and

(ii) their agreement to comply with the data transfer restrictions applicable to Personal Information as set forth in this Agreement.

6.0 Account Management

6.1 ACCOUNT SECURITY & ACCESS

You are responsible for safeguarding any passwords or other credentials used to access your account. Administrator or manager accounts may not be shared and may only be used by one individual per account. You are responsible for any activity occurring in your account (other than activity that equidi is directly responsible for and is not performed in accordance with your instructions), whether or not you authorised that activity. If you become aware of any unauthorised access to, or use of, your account, you should immediately notify our Customer Success team.

6.2 CUSTOMER SYSTEMS

You are responsible for maintaining and updating your operating systems, Internet browsers, anti-virus software, or other software that you or your Users use to access and use the Services.

7.0 Customer Obligations

7.1 LEGAL COMPLIANCE

You must use the Services in compliance with, and only as permitted by, your internal company rules and any applicable law. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You must not use the Services in a way that would subject equidi to any industry-specific regulations (for example, the Children’s Online Privacy Protection Act, the Payment Card Industry Data Security Standard or the Health Insurance Portability and Accountability Act). You acknowledge and agree that we are not responsible for any liabilities arising from your violation of this restriction.

7.2 UNACCEPTABLE USES

You are responsible for your conduct and the conduct of your Users. You must ensure that you and your Users do not:

(a) misuse the Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide;

(b) circumvent or attempt to circumvent any limitations that equidi imposes on your account (such as any User limits in a Service Order);

(c) probe, scan, or test the vulnerability of any equidi system or network, unless with prior written authorisation of equidi;

(d) decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reconstruct, identify or discover any source code, algorithms, underlying ideas or underlying user interface techniques in the Services or any of the software used to provide the Services, or attempt to do so;

(e) directly or indirectly identify a User contrary to the terms of any Confidentiality Notice or other privacy setting, or attempt to do so;

(f) transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services;

(g) engage in abusive or excessive use of the Services, which is usage significantly in excess of average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Services for other customers and their users. equidi will use reasonable efforts to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to equidi;

(h) use the Services to infringe the Intellectual Property Rights of others, or to commit any unlawful activity;

(i) attempt to circumvent any license, timing or use restrictions that are built into the Services; or

(j) unless authorised in writing by equidi, lend, resell, lease or sublicense or otherwise use the Services for the benefit of a third party.

7.3 USERS

You must:

(a) ensure that your Users comply with clause 7.2;

(b) obtain any consents required from each User to allow you and the administrators or managers of your account to engage in the activities contemplated by this Agreement, as required by applicable law;

(c) obtain any consents required from each User to allow equidi to provide the Services, including the transfer and provision of Customer Data by each User to equidi, as required by applicable law; and

(d) not provide any person under the age of 16 with access to the Services, unless otherwise permitted by applicable law.

7.4 SUSPENSION OF USERS

If a User breaches any subsection of clause 7.2 or otherwise uses the Services in a manner that equidi reasonably believes will cause equidi liability or disrupt others’ use of the Services, then equidi may suspend or close the applicable User account until the breach has been cured or the use in such manner has stopped.

8.0 Termination

8.1 TERMINATION AT END OF SUBSCRIPTION TERM

If your Service Order states that your Subscription will not auto-renew, then your Subscription will terminate at the end of the Subscription Term for that particular Service with no further action required by you.

At the end of the Term, You agree to return any of our documents, tools, resources and anything else provided to you as part of the Services (with the exception of Customer Data) and to destroy any copies of those documents in your possession.

8.2 TERMINATION FOR CAUSE

Each party may suspend performance or terminate this Agreement if the other party:

(a) is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; or

(b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

In addition, equidi may immediately terminate this Agreement if:

(i) any payment owed by you to equidi is more than 30 days overdue and we
have provided you with written notice of any outstanding amounts; or

(ii) Customer breaches clause 7.2.

8.3 CONSEQUENCES OF TERMINATION

If this Agreement is terminated:

(a) by you due to breach by equidi or termination by the Customer in accordance with clause 1.2, we will provide you with a pro rata refund for any fees prepaid by you applicable to the period following the termination of this Agreement; or

(b) by equidi due to breach by you, we will bill you, and you will pay, for any accrued but unbilled fees for the Subscription Term, and you will remain liable to pay any invoices outstanding on the termination date.

In no event will expiration or termination of this Agreement relieve you of any fees payable for the period prior to the date of termination.

8.4 DATA EXPORTS

The Services include functionality that enables you to export Customer Data in your account at any time during the Term. If the foregoing functionality is not operational, we may assist you to export any Customer Data that existed in your account at the time of termination, provided you make such request before the end of your Subscription Term. However, we do not guarantee that all Customer Data can be exported and you must maintain your own backup copies of Customer Data in accordance with clause 3.3. Upon Customer’s written request, equidi will delete all Customer Data from its production environments.

8.5 SURVIVAL

The following clauses will survive the termination of this Agreement: Definitions, 2, 4, 5.6, 5.7, 8, 10, 11, 13 and 14.

9.0 Warranties

9.1 WARRANTIES

Each party represents and warrants that it:

(a) has full power and authority to enter into this Agreement; and

(b) will comply with all laws and regulations applicable to its provision or use of the Services.

9.2 WARRANTY DISCLAIMER

To the maximum extent permitted by applicable law, equidi does not warrant, represent or guarantee that:

(a) the operation of the Services will be secure, error free, uninterrupted, always accessible, timely, accurate or that the Services are free of viruses, bugs or other harmful applications or interferences. Customer is responsible for implementing appropriate technical and organisational security measures to satisfy its own requirements; or

(b) that the Services will achieve any desired business result for Customer.

10.0 Indemnities

10.1 BY CUSTOMER

You will indemnify, defend, and hold harmless equidi and its affiliates from and against all liabilities, damages, and costs (including settlement costs and reasonable lawyers’ fees) arising out of a third party claim regarding or in connection with:

(a) Customer Data (including claims of Intellectual Property Rights infringement or failure by the Customer to obtain the relevant consents from individuals to collect, use, disclose, store, or otherwise handle Personal Information incorporated into or forming part of the Customer Data in accordance with these General Terms); and

(b) your or your Users breach of clause 7.2.

10.2 BY EQUIDI

equidi will indemnify, defend, and hold you harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that the technology used to provide the Services to you infringes any Intellectual Property Rights of such third party; provided however, that equidi will not have any obligations or liability under this clause arising from:

(a) use of any Services in a modified form or in combination with materials not furnished or authorised by equidi;

(b) any content or data provided by you, your Users, or any third parties; or

(c) designs or specifications provided to equidi by Customer that caused such claim.

10.3 POTENTIAL INFRINGEMENT

If we believe the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then we may:

(a) obtain the right for you, at our expense, to continue using the Services;

(b) provide a non-infringing functionally equivalent replacement; or

(c) modify the Services so that they no longer infringe.

If we do not believe that the options above are commercially reasonable, then we may suspend or terminate your use of the impacted Services and provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of such Services.

10.4 INDEMNITY PROCEDURES

A party seeking indemnification under this Agreement will promptly notify the other party of the claim and cooperate with the other party in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defence, except that:

(a) any settlement requiring the indemnified party to admit liability or to pay any money will require that party’s prior written consent (such consent not to be unreasonably withheld or delayed); and

(b) the indemnified party may join in the defence with its own counsel at its own expense.

Nothing in this Agreement will restrict or limit a party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under Clauses 10.1 and 10.2. The indemnities in this Agreement are a party’s sole and exclusive remedy under this Agreement for violation by the other party of a third party’s Intellectual Property Rights.

11.0 Disclaimers & Limitations of Liability

11.1 DISCLAIMERS

Except as expressly provided in this Agreement and to the extent permitted by applicable law, neither party makes any warranties of any kind, express, implied, statutory, or otherwise, including those of merchantability, fitness for a particular purpose, and non-infringement.

equidi provides the services on an “as is” basis and, except as expressly provided in this Agreement and to the extent permitted by applicable law, we make no representations regarding the availability, reliability, or accuracy of the Services or any portion thereof, or regarding any Customer Data or other content associated with your account.

equidi disclaims liability for any links to Third Party Websites located on equidi's Website. Links to Third Party Websites are provided for user convenience only and links to external websites do not constitute an endorsement or a recommendation of any Third Party Products on those sites. equidi further disclaims liability for any Third Party Products that Customer may use in connection with the Services. Users are strongly encouraged to evaluate third party information, products and to review applicable privacy policies.

While equidi makes every effort to provide comprehensive and accurate information and reports and to make quality recommendations, Customer acknowledges that equidi does not accept any liability for the truth, accuracy or completeness of the information, reports and recommendations provided to Customer. equidi is not responsible or liable for any consequences of Customer or anyone else acting, or refraining to act, in reliance on information, reports and recommendations or for any decision based on it, including anyone who received the information from any source.

11.2 EXCLUSION OF LIABILITY

To the extent permitted by applicable law, neither party will be liable for any lost profits, business interruption, data, replacement Services or any indirect, consequential, special, incidental, punitive, or exemplary damages arising out of or in connection with this Agreement, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose, and regardless of the theory of liability.

11.3 LIMITATION OF LIABILITY

To the extent permitted by applicable law, the aggregate liability of either party arising out of or in connection with this Agreement will not exceed the total amounts paid or payable by you to equidi under this Agreement during the 12 months prior to the event giving rise to the liability or claim.

11.4 EXCEPTIONS TO LIMITATIONS

Clause 11.3 (Limitation of liability) does not apply to each party’s indemnification obligations set forth in clauses 10.1 and 10.2.

11.5 AUSTRALIAN CONSUMER LAW

Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of States or Territories, which may not be excluded, modified or restricted. To the extent permitted by law, our liability for breach of any condition, warranty or guarantee imposed by statute that cannot be excluded and your sole and exclusive remedy in relation to such breach will be limited to (at our election):

(a) in the case of goods:

(i) replacement or repair of the goods or supplying the equivalent goods again; or

(ii) paying the cost of replacing or repairing the goods or of acquiring equivalent goods; and

(b) in the case of services:

(i) supplying the services again; or

(ii) paying the cost of having the services supplied again.

To the full extent permitted by law, we are not liable to you for any Consequential Loss arising under or in connection with these Terms and Conditions.

12.0 Amendments

12.1 AGREEMENT AMENDMENTS

equidi may amend this Agreement from time to time and the most current version will be posted on equidi’s Website. If an amendment is material, as determined in equidi’s reasonable discretion, we will notify the Customer contact by email or when they next log in to your account. Except in the case of an amendment being made to satisfy legal requirements, we will provide you with advance notice of material amendments.

If an amendment has a material adverse impact on the data privacy or security of your Customer Data and you do not agree to the amendment, you may terminate the Agreement by notifying our Customer Success team within 30 days of receiving notice of the amendment or date of publication of the updated version (otherwise, you will have been deemed to have consented to the amendment), in which case equidi will provide you with a pro-rata refund of fees paid for the Services affected by the material adverse impact on data privacy or security of the Customer Data.

The terms and conditions of the updated version of this Agreement shall apply to all existing Service Orders and new Service Orders following the date of publication of the updated version.

12.2 OTHER AMENDMENTS

Any amendment to this Agreement that is not made to the current version displayed on our Website, must be in writing, signed by you and equidi, and must expressly state that it is amending this Agreement.

13.0 Dispute Resolution, Governing Law & Jurisdiction

13.1 DISPUTE RESOLUTION

Before commencing any form of litigation, including court proceedings, professional mediation or arbitration, each party agrees to:

(a) give the other party notice of the dispute and its nature;

(b) give the other party the opportunity to remedy any breach of this Agreement within 30 days; and

(c) hold good faith negotiations with the other party to settle the disputed matter.

13.2 GOVERNING LAW

This Agreement is governed by the laws of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of the courts of Victoria, Australia, in relation to any proceedings connected with this Agreement.

13.3 INJUNCTIONS

Nothing in this Agreement prevents a party from seeking a temporary restraining order, injunction, or other equitable relief in relation to a breach (or attempted breach) of this Agreement by the other party.

14.0 Other Terms

14.1 ASSIGNMENT

Neither party may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld).

However, both parties may assign this Agreement without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of the party’s assets or its business to which the subject matter of this Agreement relates. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any other attempt to transfer or assign this Agreement or any rights or obligations under this Agreement are void.

14.2 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and equidi and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. If Customer requests equidi to reference a purchase order (PO#), Customer acknowledges and agrees that any reference to a purchase order in a Service Order or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of Services to Customer following receipt of any purchase order will be deemed an acknowledgement of or agreement to any terms or conditions associated with any such purchase order or in any way be deemed to modify, alter, supersede or supplement this Agreement. The terms and conditions of this Agreement are the exclusive agreement of the Customer and equidi with respect to the subject matter of this Agreement and no other terms or conditions will be binding upon equidi or otherwise have any force or effect.

14.3 FORCE MAJEURE

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, pandemic, health emergency or general internet disturbance) (Force Majeure Event) that was beyond the party’s reasonable control (except for payment of any money owed). Either party may terminate this Agreement by giving prior written notice to the other party if the Force Majeure Event continues for longer than 90 days.

14.4 INDEPENDENT CONTRACTORS

The relationship between the parties is that of independent contractors, and not legal partners, employees, or agents of each other.

14.5 INTERPRETATION

The use of the terms includes, including, such as and similar terms, will be deemed not to limit what else might be included.

14.6 NO WAIVER

A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.

14.7 NOTICES

All notices must be in writing and will be deemed given when:

(a) verified by written receipt, if sent by postal mail with verification of receipt service or courier;

(b) received, if sent by mail without verification of receipt; or

(c) when verified by automated receipt or electronic logs if sent by email.

Notices to equidi must be sent to equidi Pty Ltd, Level 30, 35 Collins Street, Melbourne, Victoria, 3000 and marked to the attention of the Legal Department, or by email to legal@equidi.com. Notices to you may be sent to the email address associated with the Customer contact details in the Service Order and/or the administrator of your account. You must keep the contact details associated with your account current and accurate by notifying equidi’s Customer Success team when your contact details change. You may grant approvals, permission, extensions, and consents by email.

14.8 PRECEDENCE

To the extent any conflict exists between the documents that constitute this Agreement, the order of precedence will be: Service Order, Privacy Policy and General Terms.

14.9 SEVERABILITY

If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed from this Agreement and the remaining terms will remain in full effect.

14.10 THIRD PARTY BENEFICIARIES

There are no third party beneficiaries to this Agreement. Your Users are not third party beneficiaries to your rights under this Agreement.

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