Part 1 – Definitions
In this Agreement, unless the subject or context is inconsistent, each of the following expressions shall have the meaning assigned to it below:
Agreement has the meaning given to it by clause 3.
Business Day means a day that the banks are customarily open for business in Adelaide.
Commencement Date means the date set out in the Customer Solution Agreement.
Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of the Company, including, without limitation:
- all technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;
- all business and marketing plans and projections, details of agreements and arrangements with third parties, and customer and supplier information and lists;
- all financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;
- all information concerning any employee, customer, contractor, supplier or agent of the Company;
- the Company’s policies and procedures; and
- all information contained in this document, but excludes information that the Executive can establish:
- is known by or is in the Executive’s possession or control other than through a breach of this document and is not subject to any obligation of confidence; or
- is in the public domain other than by a breach of this document or any obligations of confidence.
- all Customer Data
Customer means the user of the Solution and/or the party nominated as the Customer in the Customer Solution Agreement.
Customer Data means data that is entered into the Solution by the Customer that forms part of its Intellectual Property.
Customer Solution Agreement means the agreement between CDS and the Customer setting out the Parties, Solution, Project Plan and Special Conditions and or any other information entitled Customer Solution Agreement.
Fees & Charges mean the fees and charges set out in the Pricing.
Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party:
- i act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;ii act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
- iii the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and
- iv embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.
GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property means all rights (present and future) conferred by common law, equity or statute (and all Moral Rights) connected with business names, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Pricing means the Pricing set out in the Customer Solution Agreement or as notified to you in writing by CDS from time-to-time.
Privacy Act means the Privacy Act 1989 (Cth)
Solution means the solution described in the Particulars of the Customer Solution Agreement.
Special Conditions mean the Special Conditions in the Customer Solution Agreement.
Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Website means the website found at http://www.communityds.com.au or any other website maintained by CDS.
Part 2 – Interpretation
In this Agreement, headings are for convenience only and shall not affect its interpretation. Except to the extent that the context otherwise requires:-
- reference to any statute or statutory provision shall include any modification or re enactment of, or any legislative provisions substituted for, and all legislation and statutory instruments issued under such legislation or such provision;
- words denoting the singular shall include the plural and vice versa;
- words denoting individuals shall include corporations, associations, trustees, instrumentalities and partnerships and vice versa;
- words denoting any gender shall include all genders;
- references to Parties, Parts, Clauses, Attachments, Annexures and Schedules are references to Parties, Parts, Clauses, Attachments, Annexures and Schedules to this Agreement as modified or varied from time to time;
- references to any document, deed or agreement shall include references to such document or agreement as amended, novated, supplemented, varied or replaced from time to time;
- references to any party to this Agreement or any other document, deed or agreement shall, in the case of a company, its successors and/or assigns and, in the case of a natural person, his representatives and permitted assigns;
- all references to dates and times are to Adelaide time.
- all references to “$” and “dollars” are to the lawful currency of Australia.