Standard Terms of Business

The terms and conditions set out in this document form the legal agreement between you and The Embassy Group Pty Ltd (ABN 33 894 609 884) and govern the provision of services by The Embassy to you as set out in any order for the same which you have signed (Services Order). Where there is an inconsistency between this document and a Services Order this document will prevail to the extent of the inconsistency. When we say “you”, “your” etc. we mean the entity which has signed the Services Order which we will also refer to as Customer. When we say “we”, “us”, “our” etc. we mean The Embassy.

Framework
This document comes into force on the Commencement Date of each Services Order and will continue in force so long as that Services Order is valid. Services Orders may be terminated or entered into between you and us from time to time and the entering into or termination of a Services Order shall not affect any other Services Order. Each provision in this document shall be read as applying individually to each Services Order.

Using our services
You promise to us that you will not: infringe any laws, regulations, rules or codes of conduct that you are subject to nor infringe any third party rights or any of our policies which we tell you about; interfere with our other customers use of the Services; or circumvent or manipulate our fee structure, the billing process, or Charges owed to us. Without limiting other remedies, we may limit, suspend or terminate the Services if we think that you have breached any part of this document, are creating problems or possible legal liabilities for us, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. If we do any of these things we are not liable to you in any way.

Costs and expenses
You will reimburse us for all reasonably incurred expenses we incur in connection with the Services. You must first approve any expense over the expense limit before it is due and payable.

Termination
Either party may terminate a Services Order with immediate effect by writing to the other party if the other party: undergoes a Change in Control; ceases or threatens to cease to trade (either in whole, or as to any part or division involved in the performance of this document); becomes insolvent; is unable to pay its debts as they fall due; has a receiver, administrative receiver, administrator or manager appointed of the whole or any part of its assets or business; makes any composition or arrangement with its creditors; has an order or resolution made for its dissolution or liquidation; or takes or suffers any similar or analogous procedure to of any of the events described above in any jurisdiction.

Data & privacy
We promise to keep all your confidential information confidential. We will not disclose your confidential information to anyone unless you have already authorised us to do so, the other party already has knowledge of the information (before we disclose it) or we are required by law to disclose the information. The only people that will routinely see your information are people working for our organisation who have access to your information to enable us to provide the Services to you – you authorise this. You and we promise to each other to comply with all applicable privacy law. You have sole responsibility for the accuracy and completeness of all data you give us and you acknowledge that all outputs of the services rely on this. You also promise to keep our confidential information confidential. We may tell people that you are using the Services and you consent to us doing that.

Intellectual property
We do not make any claims to any intellectual property connected with the data you provide us. We own (or hold relevant authorisations to) all other intellectual property connected with the Services and our supply of it to you including all intellectual property developed in the course of your use of the Services. You consent to our use of your intellectual property purely for the purpose of providing the Services to you. We promise not to do anything else with your intellectual property.

Liability
To the extent permitted by law we are not liable to you for any consequential, indirect, special, punitive, remote or incidental damages or for any loss of profit, loss of data, loss of goodwill, loss of business, loss of opportunity, increased financing costs, or any failure to realise anticipated savings or any type of commercial or economic loss. All services supplied to you by us may come with guarantees, warranties, conditions or terms that cannot be excluded by law (Implied Rights). In relation to any service you purchase, we limit our liability in connection with Implied Rights to (when the problem is minor) at our option providing the services again or a refund of amounts you have paid for the affected service, and when there is a major failure, you can cancel the services and get a refund, or get compensation for the difference in value between what you got and what you paid. Nothing in this document excludes, restricts or modifies any condition, guarantee, warranty, right or liability protected by law to the extent that such exclusion, restriction or modification would render this document or any provision of this document void, illegal or unenforceable. Save for in relation to claims you make in connection with Implied Rights, the maximum amount we will be liable to you in connection with any claim (or claims) you make in connection with your use of the Services is an amount equal to 75% of the fees paid by you for the Services from which the claim(s) arise. We make no promise or warranty to you that the Services will meet any of your requirements, be error or defect free. Our liability to you for loss or damage of any kind arising out of this document or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise. You indemnify us and will hold us harmless against any loss or claim we suffer due to your use of the Services. You have not relied on any representation made or implied by us or arising out of or implied by our conduct. To the extent that we have made or implied, or by conduct given rise to or implied, any representation that is not expressly stated in this document, you are not proceeding in reliance on the representation. We make no promise, representation or otherwise in relation to any benefit you may obtain by purchasing the Services and we guarantee in no way any increased sales, savings, transactions, revenue, goodwill or profit or any other benefit that may flow from you purchasing the Services.

General
If any provision of this document is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in effect. In our sole discretion, we may assign our rights and obligations under this document to another entity. Headings are for reference purposes only and do not form part of this document. Our failure to act on a breach by you or others doesn’t waive our right to act on subsequent or similar breaches. We may amend this document at any time by posting the amended terms on a relevant site of ours or directly to the email address linked to your account. Except as stated elsewhere, all amended terms will automatically be effective as soon as you continue to use our services. If you do not accept the changes you should close your account in accordance with this document. This document and your engagement letter contain the entire understanding and agreement between you and us in connection with the Services. We shall have no liability to you if we are prevented from, or delayed in, performing any service or delivering the Services to you by acts, events, omissions or accidents beyond our reasonable control. All sections which by their nature are intended to survive termination of this document will be deemed to survive. This document is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place. Any rights or remedies to which you are entitled in connection with Implied Rights arise independently of these terms and conditions and the jurisdictional selection provision above does not apply to any claim you may have under those Implied Rights.