September 2023 · Caznet Pty Ltd ABN 47 143 897 303 · Commercial in Confidence
Contents
- Service Orders
- Supply of Services
- Charges, Payment and Payment Terms
- Physical Access
- Publicity
- End Users
- Insurance
- Confidentiality
- Warranties, Indemnities and Liability Limitation
- Disputes
- Termination and Expiry
- Survivability
- Force Majeure
- Failure to Enforce Not to Affect Validity
- Notices and Variations
- Governing Law and Jurisdiction
- Assignment
- Whole Agreement
- Severance
- No Partnership or Merger
- Fault Reporting and Recovery
- Your Data
- Proprietary Rights
- Warranties and Disclaimers
- Ownership
- Maintenance
- Security
- Acceptable Use
- Interpretation
About
Caznet Pty Ltd ("We", "Us", "Our", "Caznet") is a supplier of telecommunication and information technology products and services.
The Client ("You", "Your") wishes to order products and services ("Services") from Caznet Pty Ltd and does so on the terms and conditions specified in this Agreement. Additional terms and conditions may be specified in Service Orders executed by the Client, and these shall be incorporated into this Agreement.
1 — Service Orders
1.1Upon request, we will provide the Client with Service Orders setting out the description and specific terms and conditions of the services the Client wishes to acquire from Us.
1.2Each Service Order constitutes a separate contract between Caznet Pty Ltd and the Client.
1.3By executing a Service Order, the Client warrants that the information in the Service Order is true, accurate and complete and acknowledges that we may rely upon it and that the Client is making a binding offer to acquire the services as set out in the Service Order, which we may accept or decline at our discretion.
1.4The Commencement Date of this Agreement is the date it is executed by the Client.
1.5We may conduct any credit worthiness checks regarding the Client. The Client authorises us to make all enquiries reasonably necessary to determine the Client's credit worthiness by requesting information from banks, credit agencies and other financial institutions. If we are unsatisfied with the Client's credit worthiness after conducting these checks, we may terminate or refuse to provide a Service Order.
1.6We reserve the right to conduct feasibility studies and service qualifications following execution of the Service Order before providing the services. If we determine that the provision of the services will be uneconomic or technically unfeasible, we shall discuss this with You and the parties shall, acting in good faith, work together to find a reasonably acceptable solution to the problem. If no mutually acceptable solution can be found, we reserve the right to terminate the Service Order.
1.7We may, at our discretion, provide services without a formal Service Order. In this case, the correspondence between the Client and us will form a Service Order, is considered executed by the Client when we provide the services and will function in the same way.
2 — Supply of Services
2.1We will make available to the Client the services as specified in the Service Order on the terms and conditions specified in this Agreement and any documents incorporated into this Agreement and the Service Order by reference or attachment.
2.2If the Service Order specifies a Contract Term or Minimum Term ("Term"), the Client agrees to acquire the services for at least that length of time and acknowledges that the total amount payable pursuant to the Agreement becomes a debt payable to Caznet Pty Ltd at the time the Service Order is executed which may be paid in equal monthly instalments throughout the Term.
2.3The Term begins on the date that we advise you that the service is ready for use.
2.4The services will be subject to the service levels specified in the Service Orders. Your sole remedy for breach of the service levels are the rebates specified in the Service Order. If no service levels are explicitly specified in the Service Order, then the Service Level Agreement appended to this Agreement applies.
2.5You agree and acknowledge that if we acquire products or services from a third-party carrier (as defined under the Telecommunications Act 1997 (Cth)), you will comply with all reasonable directions as is necessary for us to comply with our obligations under any agreement with that carrier.
2.6We may change or replace the services at any time at our absolute discretion, provided that such change or replacement does not materially and adversely affect the services as defined in the Service Order.
2.7The Client agrees to follow any procedures, directions and technical specifications provided by us regarding the use of the services.
3 — Charges, Payment and Payment Terms
3.1The charges for each service will apply on and from the start of the Term and it is your responsibility to ensure you are fully ready to accept delivery of the services on that date.
3.2Unless otherwise specified on the Service Order, You agree to pay the charges for the services and to pay invoices within 14 days of the date of the invoice without counterclaim, deductions, setoff or withholding.
3.3Unless otherwise expressly stated, the charges are exclusive of GST. If any supply made under this Agreement is subject to GST, you must pay us the charge plus, at the same time, an amount equal to GST payable. Any taxes, levies, or duties payable under or in connection with this Agreement are payable by you.
3.4Any service or usage which does not have pricing explicitly defined in the Service Order is subject to be charged at our standard rates or as negotiated in writing.
3.5If you dispute any portion of the amount invoiced, you must pay the undisputed amount by the due date and notify us in writing (within 30 days of the receipt of the invoice) of the reasons for disputing the amount. No amounts can be disputed more than 30 days after the invoice due date.
3.6You are responsible for payment of all usage of the services as determined by us based on our monitoring irrespective of if that usage was authorised by you.
3.7You are liable for payment for all services that we have supplied even if you do not utilise them.
3.8We may, at our discretion and after the Term, increase or decrease the charges for services.
3.9Unless otherwise specified in the Service Order, charges for the services may be increased by an amount equal to the Australian Consumer Price Index once per calendar year.
3.10If you fail to pay any amount payable under this Agreement by the due date shown on the invoice, we may:
3.10.1Suspend or limit the provision or use of the services.
3.10.2Terminate this Agreement.
3.10.3Charge you interest on the overdue amount.
3.10.4Refer you to a debt collection agency.
4 — Physical Access
4.1You will provide us and our suppliers, contractors, agents, and employees with full, safe, and uninterrupted access to your premises as may reasonably be required for the purpose of installing and maintaining the services. The premises must be safe and comply with all occupational health and safety laws. We shall fully familiarise ourselves and our suppliers, contractors, agents, and employees with Your rules, policies, instructions, access requirements and security protocols at Your premises.
4.2Where we provide you with access to or use of a facility, you and your contractors, agents and employees must:
4.2.1Comply with any rules, policies, instructions, access requirements and security protocols we specify.
4.2.2Follow our reasonable directions when accessing or using the facility.
4.2.3Not access, compromise, or interfere with our security, equipment, systems, or networks or those of a third party.
4.2.4Not disrupt, adversely affect, or interfere with the use or enjoyment of the facility by others.
4.2.5Ensure that any person you allow to enter the facility is always accompanied by and remains under the direct supervision of a person who we have authorised to access the facility.
4.2.6Not take photographs or video in the facility without express authorisation from us.
4.2.7Protect and secure any keys, passes, pin codes or entry devices we provide.
4.2.8Immediately report the loss, theft, or damage of any keys, passes or entry devices we provide.
4.2.9Promptly return any keys, passes or entry devices we provide when they are no longer required, or we have revoked access.
4.2.10Ensure that You have left the facility in a neat, tidy, clean, and safe condition.
4.2.11Report maintenance, safety, or security issues to us as soon as practicable.
4.2.12Not make any alterations or cause any damage to the facility without our express authorisation.
4.2.13Not access the facility except as strictly necessary.
4.2.14Agree that we may revoke or suspend access at our discretion.
4.2.15Acknowledge and agree that access to the facility will be monitored and recorded by CCTV.
5 — Publicity
5.1Subject to You providing Us with your prior written consent, We may publish or refer to you as a customer in any press release, marketing, sales, financial material, or reports. This may include Us identifying you by use of trading names, legal names, commonly known names, and logos.
6 — End Users
6.1End Users are individuals or entities that use the services and facilities we provide to you and may include, but are not limited to, your employees, consultants, contractors, agents, customers and third parties which you offer the services to.
6.2You are solely responsible for your End Users and their use of the services and facilities.
7 — Insurance
7.1We will take out and maintain all insurance policies relevant to our business in relation to the services.
7.2You will take out and maintain all insurance policies relevant to your use of the services including public liability insurance for an amount not less than $20 million.
7.3Either party must promptly provide certificates of currency for such insurances upon request by the other party.
7.4Where we allow you to locate your equipment in a facility, it is your responsibility to arrange and maintain all appropriate insurances for that equipment at your expense.
8 — Confidentiality
8.1Neither party to this Agreement will, without prior approval of the other party, disclose the other party's Confidential Information.
8.2Neither party will be in breach of clause 8.1 where: (a) it is legally compelled to disclose the other party's Confidential Information; (b) the information is independently developed by the party and/or its Representatives who had no access to the Confidential Information; (c) the Confidential Information has been lawfully received from another source having the right to furnish the Confidential Information free of any restriction on use or disclosure; (d) it is information which is or has entered into the public domain without breach of this Agreement by the party; or (e) it is information which, at the time of disclosure to the party, was known to be free of any restriction on use or disclosure, as evidenced by documentation in that party's possession.
8.3Each party will (a) hold in confidence and secret all Confidential Information provided to it by the other party or learned by it from the other party; (ii) not use, disclose or reproduce Confidential Information except solely (and to the extent necessary) for the purposes of this Agreement; (iii) use at least the same degree of care to protect and maintain the confidentiality of the Confidential Information that the party uses to protect its own proprietary information of a similar nature and value, but not less than reasonable care, taking into account industry standard controls, to protect the Confidential Information from unauthorized use or disclosure; and (iv) not disclose such Confidential Information to its employees and/or third parties such as professional advisers or consultants ("Representatives") unless such Representatives have a need to know the Confidential Information in connection with the purposes of this Agreement, and provided that such Representatives are advised of the party's obligations hereunder and have agreed to be bound by terms and conditions of confidentiality at least as restrictive as those set forth herein.
9 — Warranties, Indemnities and Liability Limitation
9.1We warrant and represent that we will provide the services in a professional manner, with due care and skill and in compliance with industry best practice. We also warrant and represent that the services shall conform to the specifications and other requirements of the relevant Service Order.
9.2The Client indemnifies Caznet Pty Ltd against all actions, claims and demands (including the cost of defending or settling any action, claim or demand) which may be instituted against us, as well as all expenses, penalties, fines (including those imposed by any Regulatory Authority or governmental body or under any statute), losses, damages and costs (on a solicitor and own client basis) ("Claims") that we may sustain or incur as a result of:
9.2.1any loss of or damage to any property, or injury to or death of any person, caused by any negligent act or omission or wilful misconduct of the Client's or the Client's personnel.
9.2.2any claim, damage or loss relating to hacking, cyber-attack, the transmission or introduction of a virus, malware or other malicious software or code that arises as a result of the Client's use of the Services and is the fault of the Client.
9.3We indemnify You against any and all Claims that we may sustain or incur as a result of:
9.3.1any allegation, action or claim that the use of the services under this Agreement infringes the intellectual property rights of any third party; and
9.3.2any breach of clause 22 of this Agreement.
9.4Each indemnity in this Agreement is a continuing obligation separate and independent from the other obligations and survives termination of this Agreement or settlement of account or the occurrence of anything.
9.5It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.
9.6Subject to clause 9.8, each party's cumulative total liability in respect of any one incident or any series of connected incidents in connection with this Agreement (whether based in negligence or any other tort, in contract, under statute or otherwise) will be the total sum of all charges paid or payable by the Client to us under this Agreement in the 12 months prior to the incident or series of connected incidents giving rise to the liability.
9.7Neither party's liability under this Agreement will extend to any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of contracts, loss of anticipated savings, loss of production, loss of or corruption to data, or any other special, incidental, indirect or consequential loss or damage whatsoever, whether sustained by the other party or any other person and even if foreseeable or if the first mentioned party has been advised of the possibility.
9.8The liability of a Party under this Agreement will be reduced proportionately to the extent that any act or omission of the other Party or its personnel directly contributed to the Loss or damage.
9.9Nothing in this Agreement will exclude or restrict either party's liability for:
9.9.1any provision (including an indemnity) in this Agreement relating to: (a) breach of a third party's intellectual property rights; (b) a breach of confidentiality obligations; and/or (c) a breach of data protection/privacy obligations;
9.9.2fraud;
9.9.3death or personal injury resulting from any negligent act or omission or wilful misconduct of a party or its personnel while acting in the course of their employment or engagement; or
9.9.4any other liability that cannot be limited or excluded by law.
9.10Each party agrees to use reasonable endeavours to mitigate any loss or damage suffered by it under or in connection with this Agreement.
10 — Disputes
10.1The parties agree to use reasonable efforts to resolve any dispute that may arise under this Agreement through good faith negotiations.
10.2A party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute. If within fourteen days of receipt of a notice of dispute, the parties have not resolved the dispute, the dispute must be escalated to the chief executive or equivalent of the Client and Caznet Pty Ltd.
10.3The parties shall continue to perform their obligations under the Agreement as far as possible as if no dispute had arisen.
11 — Termination and Expiry
11.1Upon expiry of the Term, this Agreement shall automatically renew for successive periods of 30 days until either party gives 30 days' notice that it wishes to terminate the Agreement.
11.2The Client may terminate this Agreement during the Term if we are in breach of any term of this Agreement and such breach is not remedied within 30 days of being notified of the breach.
11.3Without limiting any other clause in this Agreement, Caznet Pty Ltd may terminate this Agreement immediately by notice during the Term if:
11.3.1the Client is in breach of any term of this Agreement and such breach is not remedied within 30 days of the Client being notified of the breach.
11.3.2the Client suffers or threatens to suffer an Insolvency Event.
11.3.3if a supplier to Caznet Pty Ltd suspends, cancels, terminates or does not renew its supply to us that impairs or prevents us from delivering the services.
11.3.4a Force Majeure Event occurs for more than 30 days.
11.4If Caznet Pty Ltd terminates this agreement, we may in addition to terminating the Agreement:
11.4.1retain all or a portion of any amounts paid to cover any unpaid charges.
11.4.2charge for any work validly performed that has not yet been invoiced.
11.4.3be entitled to the return of any equipment provided to the Client to provide the services.
11.4.4repossess and/or resell any products or services the Client has not paid Us for in full.
11.4.5pursue any additional or alternative remedies provided by law or equity.
11.5The Client acknowledges that Caznet Pty Ltd may obtain products and services from third parties to provide the services. The Client acknowledges that we will suffer loss and damages which we will hold the Client liable for if the Client wishes to vary or cancel the services specified in the Service Order during the Term.
12 — Survivability
12.1Subject to any provisions to the contrary, this Agreement will endure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns or receivers but will not endure to the benefit of any other person or entity.
12.2The covenants, conditions and provisions of this Agreement which can have effect after the expiration or termination of this Agreement will remain in full force and effect following the expiration or termination of this Agreement.
13 — Force Majeure
13.1Except for obligations relating to payment, neither party is in breach of this Agreement nor liable to the other party because of a failure or delay in performing its obligations to the extent caused or partially caused, whether directly or indirectly, by a Force Majeure event including:
13.1.1acts of God, lightning, storm, fire, flood, earthquake, explosion, cyclone, tidal wave, or landslide.
13.1.2strike, lockouts, or other labour difficulty.
13.1.3acts of a public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or trade embargo.
13.1.4any failure of supply.
13.2A party relying on a Force Majeure must undertake reasonable steps to mitigate the effect and duration of the event.
14 — Failure to Enforce Not to Affect Validity
14.1The failure of either party to this Agreement to enforce any of the provisions of this Agreement will not be a waiver of those provisions, rights or elections or affect the validity of this Agreement.
15 — Notices and Variations
15.1Any notice required to be given under this Agreement may be delivered in person, sent by email, or sent by registered post to the other parties address as set out below:
| Party | Method | Address |
|---|---|---|
| To Caznet | By Email | caznet@caznet.com.au |
| By Post | GPO Box 2409, Adelaide SA 5001 | |
| In Person | Level 1, 172 Morphett Street, Adelaide SA 5000 | |
| To the Client | By Email | The email addresses listed in the Service Order |
| By Post | The postal address listed on the Service Order | |
| In Person | The physical address listed on the Service Order |
15.2Notices will be deemed to be received:
15.2.1In the case of personal delivery, when delivered.
15.2.2If sent by email, upon receipt.
15.2.3If sent by registered post, five business days after being posted.
16 — Governing Law and Jurisdiction
16.1This Agreement is governed by the laws of South Australia.
16.2Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of South Australia and courts hearing appeals from those courts.
17 — Assignment
17.1You must not assign, transfer or sub-licence this Agreement, or part of this Agreement, without the prior written consent of Caznet Pty Ltd, which consent may be granted or withheld in our absolute discretion.
17.2We may, entirely at our discretion:
17.2.1assign all or part of our rights under this Agreement to a third party; or
17.2.2novate our rights and obligations under this Agreement to a third party,
without your consent, on condition that the assignee agrees to provide the Services to you on substantially the same terms and conditions as this Agreement. You must do such things and execute such documents as are reasonably required to give effect to the assignment or novation.
18 — Whole Agreement
18.1There are no conditions, warranties or other terms affecting the arrangements between parties other than those referred to in this Agreement and the Service Orders or other documents referred to in this Agreement and the Service Orders. This Agreement contains the whole of the contract between the parties and supersedes all prior agreements and understandings, if any, with respect to the services and transactions contemplated herein.
19 — Severance
19.1If any part of this Agreement is legally unenforceable, this Agreement does not include it. The remainder of this Agreement continues in full force.
20 — No Partnership or Merger
20.1Nothing contained in this Agreement shall be construed as constituting a partnership, joint venture or as creating the relationship of employer and employee, franchise, agency or principal and agent or otherwise create any relationship other than that of seller and purchaser.
21 — Fault Reporting and Recovery
21.1The Client must report any faults in relation to the services to the Caznet support team using the contact details listed on our website as soon as reasonably practicable after it becomes aware of them.
21.2Before reporting a fault, the Client must take all reasonable steps to ensure that the fault is with the service we provide and not caused by any equipment, software and services owned or under the control of the Client.
21.3If no timeframe for resolution of a particular fault is specified in the Service Order, then we will use reasonable efforts to rectify that fault within a reasonable time.
21.4We are not responsible for rectifying faults where the fault arises in or is caused by a third-party outside of our reasonable control, but we will request that third party rectify such faults.
21.5The Client is responsible for repairing faults relating to or caused by equipment, software and services owned or under the control of the Client.
21.6The Client is liable for all costs incurred by us in restoring a service where the fault arises because of:
21.6.1any equipment, software and services owned or under the control of the Client.
21.6.2defects in equipment, software and services owned or under the control of the Client; or
21.6.3any act or omission of the Client or any of its End Users, employees, consultants, contractors, agents, or representatives.
22 — Your Data
22.1Where we store or archive Your Data on our equipment or systems:
22.1.1We will comply with the Privacy Act 1988 and all other applicable laws.
22.1.2We will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of the data.
22.1.3We will not modify, disclose, or access the data (except as required to provide the services) without your permission unless compelled by law to do so.
22.1.4upon your request, we will provide you with a copy of Your Data in whatever form reasonably determined by us to be appropriate subject to your agreement to pay our reasonable costs.
22.1.5We cannot be held responsible for access that is gained to Your Data through systems or mechanisms that are directly under your control.
22.1.6We acquire no right, title or interest in Your Data including any intellectual property rights.
22.1.7You are solely responsible for maintaining backups of your Data.
23 — Proprietary Rights
23.1We reserve all rights, title and interest in the services including all related intellectual property rights. No rights are granted to you other than those expressly set forth in this Agreement.
23.2We shall have free rights to use and exploit at our discretion any suggestions, ideas, or feedback you provide us.
24 — Warranties and Disclaimers
24.1Caznet Pty Ltd makes no representations and gives no warranties, guarantees or undertakings concerning the performance of the services, except as expressly set out in this Agreement and/or the Service Orders. All other warranties, express or implied, by statute or otherwise (including but not limited to the warranties of merchantability, fitness for a particular purpose, and satisfactory quality) are excluded from this Agreement to the fullest extent permitted by law.
24.2Each representation, condition, indemnification, or warranty alleged to be made by us but not expressly contained in this Agreement is excluded unless it is unlawful to do so.
25 — Ownership
25.1All property, equipment and infrastructure used by us to provide the services to you (including but not limited to facilities, software, computers, network equipment, storage devices, IP addresses and materials) remain our property.
25.2This Agreement does not entitle you to access the infrastructure or facilities used to provide you with services beyond the level we deem necessary and appropriate unless otherwise agreed in writing.
25.3Any internet protocol addresses assigned by us to the Client are not portable, must only be used in accordance with our policies and must be returned to us immediately if Caznet suspends or discontinues supply of the services.
26 — Maintenance
26.1We may perform scheduled and unscheduled maintenance or updates in relation to our Infrastructure, the services, facilities, or third-party systems from time to time.
26.2We will make our best effort to give the Client notice before undertaking any scheduled maintenance that may impact upon the Client and, where possible, we will perform all scheduled maintenance at times likely to minimise interference to the Client. If we are required to perform unscheduled or urgent maintenance, then we will make our best effort to provide prior notice to the Client, however the Client accepts that such prior notice may not always be possible.
26.3We may, upon reasonable notice considering the urgency of the circumstances and without liability, suspend the service for as long as we, acting reasonably, consider necessary to comply with any law, protect the health and safety of any person, equipment, system, or facility or to enable authorised persons to attend to any emergency.
26.4Unless otherwise specified in a Service Order or agreed in writing, any labour required of Us by You to provide the services will be conducted between 8.30am and 5.00pm on a Business Day.
27 — Security
27.1We may provide you and Your End Users with credentials to access services we provide.
27.1.1You agree that use of those credentials will be considered by us as your authorisation of the actions and subsequent usage and/or consumption initiated using those credentials.
27.1.2You are responsible for ensuring the security and protection of any credentials we provide to you and your End Users.
27.2You must provide and maintain your own network and network security.
28 — Acceptable Use
28.1You and your End Users must not act recklessly or irresponsibly in using our services or by your actions endanger any person or the integrity of our network, systems, facilities, or equipment.
28.2You must not use, attempt to use, or authorise, aid, abet, encourage, allow, or incite any other person or entity to use or attempt to use the products or services:
28.2.1for any illegal conduct or in an illegal manner.
28.2.2for any purpose stated to be prohibited in Your Service Order.
28.2.3in any manner that may cause death or personal or property injury.
28.2.4to store or distribute any copyright material unless you have a lawful right to do so.
28.2.5in any manner which is defamatory, abusive, menacing, threatening, harassing, offensive, violates privacy, or incites violence or hatred towards any person or class of persons, or which could give rise to civil or criminal proceedings.
28.2.6in any manner which is illegal, fraudulent, or otherwise prohibited by Commonwealth or State law.
28.2.7to store or distribute any content which is restricted, prohibited or otherwise unlawful under Commonwealth or State law.
28.2.8to make inappropriate contact with minors.
28.2.9to provide unrestricted access to content that is inappropriate to minors.
28.2.10to do anything which interferes with other users or restricts or hinders any person from accessing, using, or enjoying the Internet, Our services, networks, facilities, and systems.
28.2.11to access, monitor, use, control, probe, scan, make modifications to, or otherwise interfere with, any other person or entities equipment or systems without lawful authority to do so.
28.2.12to access, download, store or distribute any harmful programs or material.
28.2.13in any way contrary to the Spam Act 2003 (Cth).
28.2.14in any way which could reasonably be regarded as excessive, unreasonable, unusual, or non-ordinary use.
28.3We may restrict, suspend, or cancel Your services if there are reasonable grounds to suspect that you or your End Users are using the service in an unacceptable manner.
29 — Interpretation
29.1In this Agreement, unless otherwise indicated by the context:
29.1.1Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Adelaide, South Australia.
29.1.2Agreement means this Master Service Agreement, the Service Order, and its Schedules.
29.1.3Charges means the fees payable by the Client to Caznet Pty Ltd, based on the prices and rates set out in the Service Orders.
29.1.4Confidential Information of a party means all information which is, or may be, proprietary to that party, or commercially sensitive, and includes, but is not limited to, computer data and personal data including names, addresses, personal, medical or business affairs of persons associated with that party and information relating to the organisation, methods, administration, operation, business affairs, services provided by or to third parties, or financial or commercial arrangements of that party, or persons associated with the party and information of any nature, technical or otherwise, relating to any product or process in which the party or persons associated with the products or services on behalf of the party are involved, and is (a) reduced to writing and marked "confidential" or "proprietary" (or with a similar expression); or (b) by the context and circumstances surrounding the disclosure, is information which a reasonable person would assume to be confidential.
29.1.5Insolvency Event means in relation to a party: (a) a receiver, receiver and manager, trustee, administrator, other controller (as defined in the Corporations Act 2001 (Cth)) or similar official is appointed over any of the assets or undertakings of the other party; (b) the party suspends payments of its debts generally; (c) the party is or becomes unable to pay its debts when they are due; (d) the party is insolvent within the meaning of the Corporations Act 2001 (Cth); (e) the party enters or resolves to enter any arrangement, composition, or compromise with, or assignment for the benefit of its creditors or any class of them; (f) the party ceases to carry on business or threatens to do so; (g) a resolution is passed, or any steps are taken, to appoint an administrator; or (h) an application or order is made for the winding up or dissolution of the other party.
29.1.6Party means either the Client or Caznet Pty Ltd as the context dictates and includes a permitted substitute or permitted assign of each entity.
29.1.7Commencement Date means the date on which this Agreement comes into force between the parties, which will typically be the date on which a contract was formed through offer, acceptance, and consideration. Commencement Date may be defined otherwise in any document which incorporates these terms and conditions.
29.1.8Your Data means all electronic data or information submitted or transferred by You to the products or services.
29.1.9Product or Service ("Services") means a product or service made available by Caznet Pty Ltd to the Client pursuant to this Agreement and includes without limitation any software, equipment, wires, cables, ports, switches, routers, cabinets, racks and any other hardware and telecommunications equipment and services.
29.2In this Agreement, unless otherwise indicated by the context:
29.2.1words importing the singular include the plural and vice versa.
29.2.2capitalisation is for readability only and does not affect interpretation of this Agreement.
29.2.3headings are for convenience only and do not affect interpretation of this Agreement.
29.2.4where any word or phrase is given a definite meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning.
29.2.5an expression importing a natural person includes a body corporate, partnership, joint venture, association, or other legal entity.
29.2.6a reference to a statute, statutory provision or regulation includes all amendments, consolidation, or replacements thereof.
29.2.7a provision of this agreement will not be interpreted against a party just because that party prepared the provision.
Caznet Pty Ltd · ABN 47 143 897 303 · Level 1, 172 Morphett Street, Adelaide SA 5000 · GPO Box 2409, Adelaide SA 5001
Master Services Agreement — September 2023 · Commercial in Confidence · caznet.com.au/about/legal/msa
Master Services Agreement — September 2023 · Commercial in Confidence · caznet.com.au/about/legal/msa