Terms and Conditions
Meanings shall apply to capitalised terms used in the Agreement as specified in this provision, unless the context otherwise requires:
“Authority” means any governmental or semi governmental, statutory or judicial body, instrumentality, department, commission, authority, tribunal, agency or other similar entity. “Authorities” has a corresponding meaning.
“Charges” means all charges payable by the Customer in accordance with the Agreement.
“Claim” means any claim or cause of action in contract, tort or under statute or otherwise.
“Confidential Information” in relation to each separately named party means all information relating to each other separately named party, its business and the Services including, but not limited to:
- Personal Information;
- Information contained in the Agreement or which is supplied by the one party to the other;
- Information stipulated to be confidential or would reasonably be inferred to be confidential;
- Trade secrets, know-how, techniques, business and marketing plans, projections, surveys, financial records, arrangements and agreements with third parties;
- Customer information, information proprietary to customers, formulae, customer lists;
- Designs, plans, models, and concepts not reduced to material form;
- All notes and other records (whether or not in material form) relating to the Confidential Information; and
- The fact that the parties have entered and/or will enter into any contemplated business transactions between them, including the terms of the Agreement.
“DNCR Laws” means collectively as amended Do Not Call Register Act 2006, Do Not Call Registration 2006, Telecommunications Act 1997 and Telecommunications (Do Not Call Register)(Telemarketing and Research Calls) Industry Standard 2007.
“Free Service” means the services provided under any promotional offer granting Free Trial of Services.
“Free Trial” means a limited period of time when the Services shall be made available at no cost to the Customer, subject to these Terms & Conditions.
“GST” includes any value added tax, consumption tax, gross receipts tax or any other tax or charge or impost of a similar nature payable in respect of goods and/or services supplied, consumed or otherwise in connection with the Agreement including any such tax levied charged or assessed under A New Tax System (Goods and Services Tax Act 1999).
“Included Services” means those Services as specified in the Agreement that the Customer shall be entitled to receive in consideration for payment of the monthly Charges.
“Insolvency Event” means with respect to a party, the happening of any of the following events:
- An application is made to a court for an order or an order is made that the party be wound up;
- An application is made to a court for an order appointing a liquidator or provisional liquidator in respect of the party, or one of them is appointed, whether or not under an order;
- Except to reconstruct or amalgamate while solvent, with the prior written consent of the other party, the party enters into, or resolves to enter into a scheme of arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them;
- An order is made, or the party passes a resolution, for the winding up of the party, or the party otherwise dissolves itself, or gives a notice of intention to do so, except to reconstruct or amalgamate while solvent, and with the prior written consent of the other party or is otherwise wound up or dissolved;
- The party is or states that it is unable to pay its debts as and when they fall due or suspends or threatens to suspend making payments with respect to all or any class of its debts;
- A receiver or receiver and manager, or administrator or controller is appointed to the party or any part of the property of the party or steps are taken with respect to the making of such appointment;
- The party takes steps or threatens to cease to carry on its business as a going concern; or
- Any occurrence, similar to any of the above occurrences, happening to or in respect of the party under the law of the relevant jurisdiction.
“Intellectual Property Rights” means any intellectual, industrial or commercial property, or right of a proprietary nature, including:
- Any patent, trade mark, service mark or design;
- Any copyright or work of authorship;
- Any business, trade or commercial name or designation, brand name, internet website or domain name, logo, symbol;
- Any Confidential Information;
- Any other industrial or commercial right derived from intellectual knowledge or activity of any industrial, scientific, literary or artistic nature or description, whether relating to any manufactured or natural service or otherwise;
- Any legal action relating to any previous item; and
- Any licence or other right to use or grant the user, or to become the registered proprietor or user of, any previous item, whether registered or unregistered or recorded or unrecorded, stored or incorporated in any medium of any nature or description.
“Interest Rate” means the interest rate of 4% above the Bank’s Bill Swap Reference Rate (“BBSY”) being the Average Bid for 30 days (rounded to the nearest two decimal places) as quoted on the BBSY screen of Reuters on the day the quote is given and as advertised in the Australian Financial Review the following day.
“Law” means the common law and requirements of all statutes, rules, ordinances, codes, industry and professional standards, regulations, proclamations and by-laws or consents issued by an Authority, present and future.
“Liability” means charges, claims, payments, actions, judgments, damages, losses, costs, fees, expenses, liabilities and obligations.
“Monthly Subscription Charges” means the minimum amount payable by the Customer where they have entered into a Subscription Plan, during each month of the Subscription Period as specified in the Agreement.
“Overage Rate” means the rate of charges payable where the Included Services have been exceeded by the Customer as specified in Agreement.
“Personal Information” has the same meaning given to it by the Privacy Act.
“Privacy Act” means the Privacy Act 1988 (Cth) including the National Privacy Principles, as amended.
“Services” means those services to be provided by the BUDGET CONFERENCING Agreement as specified in the Agreement.
“Spam Act” means Spam Act 2003 (Cth) as amended.
“Start Date” means the date upon which BUDGET CONFERENCING commences the provision of the Services to the Customer in accordance with the Agreement.
“Subscription Plan” means a fixed term or cap plan which relates to the Included Services as specified in the Agreement.
“Subscription Period” means a 12 months’ period during which the Subscription Plan shall be applicable.
“Usage Charge” means those charges payable by the Customer on account of use / consumption of the Services determined on a usage basis in accordance with the Agreement.
If the Agreement specifies:
(a) that there is to be no fixed term then the Agreement shall commence on the Start Date and shall continue until terminated in accordance with clause 20.
(b) that it is a Subscription Plan, the Agreement shall commence on the Start Date and shall continue for 12 months. After the expiry of the Subscription Period, the Service will continue on a monthly roll-over basis until a written cancellation notice is received by BUDGET CONFERENCING
3. PROVISION OF SERVICES
In consideration for entry into the Agreement and payment of the Charges, BUDGET CONFERENCING shall:
(a) Provide the Services to the Customer; and
(b) Grant the Customer a non-exclusive non-transferable, non-sublicensable revocable right to use the Services, on the terms and conditions of the Agreement.
4. USE OF SERVICES
4.1 Responsibility for Use The Customer shall be solely responsible for the use, supervision, management and control of the Services. The Customer shall ensure that the Services are:
(a) protected at all times from misuse, interference, damage, destruction or any form of unauthorised use; and
(b) used in compliance with the Agreement.
4.2 Restrictions on Use Without limitation to any other provision, the Customer must not (nor cause or permit a third party to):
(a) use the Services or related documentation in combination by any means and in any form with other goods and services not contemplated by the Agreement or approved by BUDGET CONFERENCING;
(b) use the Services or related documentation in a manner or for a purpose which is:
- Not authorised by BUDGET CONFERENCING; or
- Improper, immoral or fraudulent; or
- Infringes any person’s Intellectual Property Rights; or
- Restricts or interferes with the provision of the Services by BUDGET CONFERENCING to any other customers or users.
- Modify or alter the Services or related documentation without the prior written consent of BUDGET CONFERENCING;
- Reverse assemble or reverse compile the whole or any part of the Services; or
- Enter into any transaction relating to the Services or related documentation with a party other than BUDGET CONFERENCING, without BUDGET CONFERENCING’s prior written consent.
4.3 Obligations as to Content
(a) The Customer must not, and must not allow any other person to use the Services to send or make available information or data which:
(i) is indecent, obscene, pornographic, offensive, racist, menacing, illegal or confidential; or
(ii) defames, harasses or abuses another person or entity; or
(iii) is misleading and/or deceptive.
(b) The Customer warrants and covenants to ensure that any information and data provided, including but not limited to Personal Information, owned or used by the Customer in association with the Services is:
(i) accurate and has been collected and used in compliance with all relevant Laws and without limitation in accordance with the Privacy Act; and
(ii) used with the consent and in compliance with the directions of any third party that holds copyright or any other Intellectual Property Rights in any of that information and data, as may be applicable.
(c) BUDGET CONFERENCING may at any time refuse to forward any information or data that does not comply with this clause, and shall not be liable for so doing.
5.1 Invoice BUDGET CONFERENCING will email the Customer an invoice each month on account of the Charges payable by the Customer.
5.2 Payment BUDGET CONFERENCING will charge the Customer’s credit card with the monthly Charges payable in arrears as per the Subscription Plan or the agreed rates. BUDGET CONFERENCING rounds completed calls to the next full minute on a per participant basis, and rounds the price of the call to the nearest whole cent.
5.3 Late Payment Without prejudice to any other remedies BUDGET CONFERENCING may have under this Agreement or otherwise, if the Customer fails to pay any Charges by the due date BUDGET CONFERENCING may without notice to the Customer:
(a) suspend the provision of the Services;
(b) charge interest at the Interest Rate on the outstanding Charges or any other monies due and unpaid by the Customer, until such time as the Customer has paid, in full, the outstanding amount and any interest accrued on the outstanding amount.
(a) The Customer’s credit card will be charged with the full payment of all Charges in accordance with clause 5.2 notwithstanding any dispute as to the amount of Services used.
(b) The Customer shall notify BUDGET CONFERENCING in writing of any dispute with respect to the whole or any portion of the amount charged by BUDGET CONFERENCING. Such notice must be given within 14 days after month end by email to firstname.lastname@example.org.
(c) If it is determined by BUDGET CONFERENCING, acting reasonably, that some or all of the amount in dispute ought not to have been paid by the Customer, BUDGET CONFERENCING shall credit that amount towards the payment for the next period, or where there is to be no further period, BUDGET CONFERENCING shall reimburse to the Customer’s credit card the relevant amount.
5.5 Rate Changes
(a) Customer acknowledges that rates are subject to change at any time, and without prior written notice to Customer. Where BUDGET CONFERENCING increases such rates, BUDGET CONFERENCING may, in its sole discretion, notify Customer by including a statement to that effect on the Customer’s invoice.
(b) Rates which are specified in the Agreement are subject to change at any time upon BUDGET CONFERENCING giving no less than thirty (30) days’ prior written notice to Customer. Customer agrees that such notice may be included in an invoice.
(c) Notwithstanding the preceding clauses, Customer acknowledges and agrees that each year BUDGET CONFERENCING may increase the rates by the greater of the CPI rate, or 5.9% without prior notice to Customer.
5.6 For calls with less than three (3) participants, a minimum participant charge will apply.
6. CREDIT CHECKS
The provision of services under this Agreement is subject to credit verification and acceptance by BUDGET CONFERENCING. BUDGET CONFERENCING may, in its sole discretion, request advanced payment, in whole or in part, from Customer or change its payment terms at any time. BUDGET CONFERENCING may cancel or reschedule orders if it determines, in its sole discretion, that the Customer’s financial position or previous payment record warrants such a change.
7. CREDIT CARDS
Notwithstanding any provisions in this Agreement, the Customer agrees that if a payment is not received by BUDGET CONFERENCING from the card issuer or its agents, the Customer will pay all amounts due upon demand from BUDGET CONFERENCING. Every time the Customer uses the Services, or allow or cause the Services to be used, the Customer agrees and re-affirms that BUDGET CONFERENCING is authorised to charge the Customer’s credit card in connection with the Services. The Customer further agrees that BUDGET CONFERENCING may submit additional charges for use of the Services each month, without further authorisation from the Customer, until the Customer provides a prior written notice (in accordance with BUDGET CONFERENCING’s verification procedures, as may be established by BUDGET CONFERENCING in its sole discretion) that the Customer terminates the authorisation or desires to change its designated card. Such notices will not affect the charges submitted before BUDGET CONFERENCING could reasonably act on the Customer’s notice.
8. SUBSCRIPTION PLAN
8.1 The Customer must pay to BUDGET CONFERENCING Monthly Subscription Charge in accordance with clause 5.
8.2 If at the end of each month it is determined by BUDGET CONFERENCING that the Customer has utilised the Services in excess of or in addition to the Included Services during that month, then the Customer shall pay to BUDGET CONFERENCING all Usage Charges incurred during that month on account of the Services utilised in excess of or in addition to the Included Services at the Overage Rate.
8.3 If at the end of the month it is determined by BUDGET CONFERENCING that the Customer has not used the Services in an amount less than or equal to the Included Services the balance of the Included Services will not be carried forward to the next month and the Customer will forfeit those Included Services and shall not be entitled to any refund of any part of the Monthly Subscription Charge.
8.4 If the Agreement is terminated prior to the End Date or expiry of the Subscription Period the Customer must pay to BUDGET CONFERENCING the Monthly Subscription Charges that would be payable by the Customer to BUDGET CONFERENCING for the remainder of the Subscription Period or for the period from the date upon which the Agreement is terminated up to and including the End Date (whichever is the later).
9. FREE TRIAL
9.1 If the Customer subscribes for Services pursuant to a promotional offer granting a Free Trial for Services, the Customer will receive use of the Free Services solely for a limited period of time and all use of all Free Services shall be subject to these Terms & Conditions, and to all other restrictions, limitations and conditions identified with the Free Services offer to the Customer on the BUDGET CONFERENCING website.
9.2 Notwithstanding any other provision in this Agreement, BUDGET CONFERENCING reserves the right, at all times and in its sole discretion, to terminate any Free Services at any time without notice, including without limitation for any abuse of the Free Services.
9.3 Free Trial services are provided for local and national calls only. International calls are not included in Free Trial and Customer will be invoiced to the Customer in accordance with clause 5.
9.4 After the expiry of the Free Trial, the Customer will be charged the per-minute rate on a monthly roll-over basis until a written cancellation notice is received.
10.1 If the Customer is on a Subscription Plan and in good standing, the Customer may request to upgrade its plan, at no additional fee, by sending a written notice to BUDGET CONFERENCING no less than ninety (90) days prior to the expiry date.
10.2 The Customer cannot downgrade its plan during the term of the Subscription Plan.
11. COMPLIANCE WITH LAW
11.1 General: The Customer shall only use the Services in compliance with all relevant Laws.
11.2 Spam Act
(a) Without limitation to clause 10.1, the Customer shall ensure that any messages or communications sent using the Services shall be in compliance with the Spam Act.
(b) BUDGET CONFERENCING may at its discretion refuse to send any broadcast communications that meet the commonly accepted definition of Spam as contemplated by the Spam Act.
11.3 DNCR Laws Without limitation to clause 10.1, where applicable the Customer must comply with all requirements of the DNCR Laws when using the Services and must take all reasonable steps to ensure that its employees and agents comply with the DNCR Laws.
11.4 Failure to Comply Without limitation to any other rights and remedies available to BUDGET CONFERENCING, BUDGET CONFERENCING reserves the right to suspend the provision of Services, terminate the Agreement or take any such other appropriate action against the Customer in the event that BUDGET CONFERENCING becomes aware that the Customer has used or permitted the use of the Services in contravention of any Law including but not limited to the Spam Act, the DNCR Laws, the Privacy Act.
12. SUSPENSION OF SERVICES
12.1 Without Notice
BUDGET CONFERENCING may at any time – without notice to the Customer – suspend all or any part of the Services to:
(a) rectify unforeseen defects or failures with the Services, which in BUDGET CONFERENCING opinion acting reasonably
require urgent or immediate attention;
(b) comply with any Law or direction of any Authority;
12.2 With Notice
BUDGET CONFERENCING may at any time upon providing the Customer with reasonable notice suspend all or any part of the Services to carry upgrades, maintenance or repair the Services.
13. INTELLECTUAL PROPERTY
Customer acknowledges that BUDGET CONFERENCING and/or its suppliers owns all Intellectual Property Rights subsisting in the Services and any documentation supplied by BUDGET CONFERENCING in connection with the Services. Nothing in the Agreement transfers ownership of any of the Intellectual Property Rights subsisting in the Services or related documentation.
13.2 Exercise of Rights
The Customer must not exercise any of the rights of BUDGET CONFERENCING as owner of the Intellectual Property Rights subsisting in the Services and related documentation except as expressly permitted by the terms of the Agreement.
13.3 Modifications and Developments
Unless otherwise agreed by the parties in writing, BUDGET CONFERENCING will own all Intellectual Property Rights in any modification, adaptation or development of the Services carried out by the Customer notwithstanding that any such modification, adaptation or development by the Customer may be in contravention of the Agreement, and the Customer will do all such things that are necessary to confer those Intellectual Property Rights to BUDGET CONFERENCING.
14. CONFIDENTIAL INFORMATION
14.1 Confidentiality Any party, who receives Confidential Information during the term shall keep that information confidential and shall:
(a) not publish or disclose the Confidential Information to any person except as permitted under the Agreement or with the prior written consent of the other party;
(b) not use the Confidential Information for any purpose, except where strictly necessary for the performance of its liability under the Agreement; and
(c) comply with all applicable privacy and consumer laws. Both parties acknowledge that the contents of the Agreement are strictly confidential.
14.2 Permitted Disclosure
(a) The receiving party may disclose Confidential Information on a confidential basis to any officer or employee of that party to the extent reasonably necessary or desirable for the purposes of the Agreement during the term of the Agreement.
(b) The receiving party shall procure that any Customer, officer or employee of the receiving party shall be informed of, and comply with, the confidentiality liability of the receiving party under the Agreement.
14.3 Permitted Exemptions This provision shall not apply to any Confidential Information which:
(a) at the date of the Agreement is in or comes into the public domain, except through default under the Agreement by the receiving party or any Customer of the receiving party;
(b) can be shown by the receiving party to have been known by the receiving party before disclosure by the disclosing party to the receiving party;
(c) subsequently comes lawfully into the possession of the receiving party from a third party;
(d) is required by compulsion of Law to be disclosed to a third party; or
(e) is disclosed to either party’s legal advisers in the course of obtaining legal advice.
BUDGET CONFERENCING may sub-contract the provision of any and part of the Services without the prior approval of the Customer.
All amounts payable under the Agreement or any other agreement or document entered into between the parties are GST exclusive amounts. The Customer must in addition to the stated amounts pay GST on such amounts. BUDGET CONFERENCING must give to the Customer a tax invoice in accordance with any applicable GST Law.
The Customer represents and warrants that:
(a) it has the power to enter into and perform its obligations under the Agreement and to carry out the transactions contemplate by it and to carry on its business as contemplated in the Agreement;
(b) it has taken all necessary steps, including any corporate action necessary in the event that it is a corporation, to authorise its entry into and performance of all of its obligations under the Agreement and to carry out the transactions contemplated by the Agreement;
(c) the execution and performance by it of the Agreement and each transaction contemplated by the Agreement does not and will not in any respect violate the provisions of:
(i) any statute, decree, rule or regulation or any determination, order or award of any Authority;
(ii) its constitution or other constituent documents;
(iii) any other document or agreement which is binding on it or its assets;
(d) it is not knowingly in default or difficulty under any deed, agreement, financial commitment or other document or obligation which is reasonably likely to adversely affect the ability of the party to comply with its obligations under the Agreement;
(e) so far as it is aware, it is in full and ongoing compliance with all companies and securities legislation and regulations and all other legislation and regulations to which the party may at any time and from time to time be subject;
(f) no Insolvency Event has occurred and is continuing in relation to it; and
(g) no litigation or administrative or other proceedings before or of any Authority have, to its knowledge, been initiated or threatened against it or any of its assets which would or might have a materially adverse effect upon its business, assets or financial condition.
17.2 Reliance on Warranties
The Customer acknowledges that BUDGET CONFERENCING has entered into the Agreement in reliance upon the warranties in this clause. For the avoidance of doubt, a breach of any of the warranties set out in this clause shall be a material breach of the Agreement.
18. INDEMNITIES AND RELEASES
The Customer indemnifies and must keep indemnified BUDGET CONFERENCING from and against all Claims and Liabilities sustained, recovered or made against BUDGET CONFERENCING or BUDGET CONFERENCING’s servants, contractors or agents in connection with:
(a) any breach of the Agreement by the Customer;
(b) any act, omission, negligence or default of the Customer, including but not limited to any damage to person or property;
(c) any Liability in consequence of or resulting directly or indirectly out of the supply, performance or the use of the Services by the Customer, to any third party.
The Customer agrees to use the Services at its own risk. The Customer hereby releases to the fullest extent permitted by law BUDGET CONFERENCING and its contractors, servants and agents from all Claims and demands of every nature resulting from or in relation to:
(a) any statement, representation, warranty, promise, undertaking or agreement in connection with the provision of the Services unless the same is specified in the Agreement;
(b) any Liability by the Customer in consequence of or resulting directly or indirectly out of the supply, performance or the use of the Services by any third party or out of any breach, default, fault or negligence of BUDGET CONFERENCING in or in connection with the Agreement or otherwise except to the extent the Liability arises under an express obligation or a warranty in the Agreement;
(c) any loss of or interruption to data or computer time, loss due to any inaccuracy, alteration or erroneous transmission of data, unauthorised access to data processed or transmitted by, to or through the Services, software errors or the infringement of any intellectual property rights of the Customer or any other person; or
(d) suspension or termination of the Services in accordance with the terms of the Agreement or as otherwise directed by any Authority.
19. LIMITATION OF LIABILITY
Limitation of Liability under the Agreement
19.1 To the extent permitted by law, these Terms & Conditions are in substitution for all other terms, conditions, warranties and representations, express or implied, by statute or otherwise, as to the description, merchantable quality or fitness for purpose of a product or service, which terms, conditions, warranties and representations are excluded.
19.2 If legislation implies warranties or conditions which cannot be excluded, restricted or modified, to the extent which BUDGET CONFERENCING is entitled, its liability will be limited at its option to:
(a) in the case of a supply of a product, the replacement of the product or the supply of equivalent product; the cost of replacing the product or acquiring equivalent product; the repair of the product or the payment of the cost of having the product repaired; and
(b) in the case of services, the supply of the services again.
19.3 Except as expressly provided in these Terms and Conditions, in no event will BUDGET CONFERENCING be liable to Customer for:
(a) any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement, the Services or otherwise;
(b) any loss of profits, business, revenue, goodwill or savings or other expected benefits, or any liability of Customer to any third party howsoever arising, even if BUDGET CONFERENCING has been advised of the possibility of such damages; or
(c) any other damages arising from loss or use of Customer’s data.
19.4 In the event that any exclusion or limitation contained in these Terms and Conditions shall be held to be invalid for any reason and to the extent that BUDGET CONFERENCING liable for loss or damage that may lawfully be limited; such liability shall not exceed the amount paid by Customer for the 1-month immediately preceding the month in which the first claim arose.
19.5 Customer must take reasonable steps to mitigate any loss it incurs.
20. FORCE MAJEURE
Each of BUDGET CONFERENCING and the Customer shall not be liable to the other party for any Liability incurred by that party as a direct result of a party failing or being prevented, hindered or delayed in the performance of its liability under the Agreement by reason of a Force Majeure Event.
20.2 Notice of Delay
The party affected by a Force Majeure Event shall as soon as practicable notify the other party in writing of any anticipated delay due to that Force Majeure Event and use reasonable efforts to perform its obligations under the Agreement.
Either party may terminate the Agreement immediately on providing written notice to the other, if delay due to a Force Majeure Event continues for a period in excess of 30 days from the date of notification.
21. DEFAULT AND TERMINATION
21.1 Default Events
The following events shall be default events under the Agreement:
(a) failure by the Customer to pay or perform any Liability or covenant under the Agreement;
(b) non-compliance by the Customer with or the fact of inaccuracy of any representation made or deemed to be made or
repeated by the Customer in the Agreement, or in any document delivered to BUDGET CONFERENCING under or in
connection with the Agreement;
(c) the appointment of any controller over, or possession taken by any secured party of, any asset;
(d) cessation of payment generally by the Customer or the inability of the Customer to pay all its debts as and when they
become due and payable;
(e) the appointment of any administrator to the Customer;
(f) any legal action, not being a disputed action, being commenced, judicial order made or resolution passed for the liquidation
of the Customer;
(g) the creation by the Customer of any debt arrangement with all of its creditors generally or any class of creditors; or
(h) the initiation of any investigation under the Australian Securities and Investments Commission Act 1989 or any other
legislation of the Customer or its business activity or business records.
21.2 Consequences of Default
If a Default Event occurs, then BUDGET CONFERENCING may, in its absolute discretion and without prejudice to any other rights that it may have, at any time prior to rectification of the Default Event, either:
(a) require the Customer to immediately pay all amounts in relation to any Services which have been invoiced but remain
(b) temporarily and indefinitely suspend the provision of Services; and/or
(c) require the Customer to pay in advance before supplying any further Services to the Customer; and/or
(d) confirm the Agreement as a binding Agreement and seek damages and/or any other remedies legally available to BUDGET
(e) treat such Default Event as a repudiation of the Agreement by the Customer and accept the Customer’s repudiation, rescind
the Agreement, forfeit all moneys paid by the defaulting party as a genuine pre-estimate of BUDGET CONFERENCING’s loss
and the Customer must otherwise comply with the requirements of clause 20.4; and/or
(f) terminate the Agreement.
21.3 Termination by Notice
Subject to clause 20.4 and in particular subject to clause 20.4(a)(ii), the Agreement may be terminated by either party upon giving the other party not less than 30 days’ notice in writing.
21.4 Obligations on Termination
Upon expiration or termination of the Agreement (other than termination under clause 26.1), the Customer must:
(a) pay to BUDGET CONFERENCING any and all amount due and payable to BUDGET CONFERENCING under the Agreement, including but not limited to any amount due and payable;
(b) if the Agreement is terminated prior to the End Date or Initial Period pay to BUDGET CONFERENCING an amount equal to any fixed Charges that would be payable by the Customer for the remainder of the Term or Initial Period as a genuine pre-estimate of the BUDGET CONFERENCING loss
22. PERSONAL INFORMATION
22.1 Collection of Personal Information
BUDGET CONFERENCING, its agents and resellers may collect, use and disclose Personal Information about the Customer for the primary purpose of providing the Services to the Customer.
22.2 Use of Personal Information
BUDGET CONFERENCING may use the Customers information for the purposes that are related to providing the Customer with the Services or for purposes which would be reasonably expected, including but not limited to determining whether to start, stop or limit the supply of Services to the Customer, billing and account management.
BUDGET CONFERENCING may receive and disclose Personal Information or documents about the Customer to or from:
(a) credit providers or credit reporting agencies for the purposes permitted under the Privacy Act;
(b) law enforcement agencies to assist them in prevention of criminal activity;
(c) BUDGET CONFERENCING service and content providers, dealers, agents and resellers, or any company within the
BUDGET CONFERENCING group
for purpose that are related to providing the Customer the Services and which the Customer reasonably expects BUDGET
CONFERENCING to use that information for.
22.4 Access to and Correction of Personal Information
If the Customer is an individual, BUDGET CONFERENCING will at the Customer’s request:
(a) provide the Customer with access to the Customer’s Personal Information held by BUDGET CONFERENCING; and
(b) correct any Personal Information of the Customer that is inaccurate, incomplete or out of date, in accordance with the Privacy Act.
23. NAMES AND MARKS
BUDGET CONFERENCING may from time to time request the Customer to grant rights to BUDGET CONFERENCING for a non-exclusive royalty free license to use any company name, business name or trade mark of the Customer, whether registered or unregistered, and to identify the Customer as a customer of BUDGET CONFERENCING for the purposes of providing the Services and in connection with a marketing, advertising or promotion or BUDGET CONFERENCING or the services provided by BUDGET CONFERENCING. The Customer may at its discretion grant the rights for a request in writing.
(a) The Customer shall not transfer any right or liability under the Agreement without the prior consent of BUDGET CONFERENCING, except where the Agreement provides otherwise.
(b) BUDGET CONFERENCING may without notice transfer any right or liability under the Agreement. Where required by BUDGET CONFERENCING to affect the transfer of any such rights or liabilities, the Customer will sign and enter into an agreement on substantially similar terms and conditions to the Agreement with the party to which BUDGET CONFERENCING transfers its rights and liabilities.
(a) Any notice to or by a party under the Agreement shall be in writing.
(b) all notices concerning cancellations, change of plans and/or disputes concerning invoices should be emailed to email@example.com.
26. GOVERNING LAW
The Agreement shall be governed by and construed under the law of the State of Victoria, Australia.
27. GENERAL PROVISION
BUDGET CONFERENCING may amend at any time the provisions of these Terms & Conditions by, at BUDGET CONFERENCING’S:
(i) posting revised terms and conditions (“Amended Terms”) on this website (“Budget Conferencing Website”); or
(ii) delivering the Amended Terms to Customer at the address, fax or e-mail address provided in the Agreement (such delivery may be included in invoices for the Services delivered to Customer).
All Amended Terms shall automatically be effective 30 days after such amendment is posted on the Budget Conferencing Website or delivery to Customer as provided above and Customer has not terminated the Agreement prior to the terms coming into effect. Customer agrees to be responsible for regularly reviewing the Budget Conferencing Website to obtain timely notice of any such amended terms and BUDGET CONFERENCING’S then-current terms and conditions. By using the services after posting or delivery of amended terms, Customer will be deemed to have accepted and be bound by such amended terms. No such amendment by BUDGET CONFERENCING shall serve to constitute a default or termination by BUDGET CONFERENCING of this Agreement.
27.2 Entire Agreement
(a) expresses and incorporates the entire agreement between the parties in relation to its subject-matter, and all the terms of that agreement; and
(b) supersedes and excludes any prior or collateral negotiation, understanding, communication or agreement by or between the parties in relation to that subject-matter or any term of that agreement.
27.3 Further Assurance
Each party shall execute any document and perform any action necessary to give full effect to the Agreement, whether prior or subsequent to performance of the Agreement.
Any failure or delay by any party to exercise any right under the Agreement shall not operate as a waiver and the single or partial exercise of any right by that party shall not preclude any other or further exercise of that or any other right by that party.
The rights of a party under the Agreement are cumulative and not exclusive of any rights provided by law.
Any provision of the Agreement which is invalid in any jurisdiction shall be invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of the Agreement or the validity of that provision in any other jurisdiction.
28. USER ACCOUNT AND USER ACCESS SECURITY POLICY
28.1 Inactive accounts
BUDGET CONFERENCING reserves the right to cancel or suspend user accounts or passcodes access where there has been no activity on the account for a period of 12 consecutive months. The User Account will remain in the system, and the Customer can contact the local BUDGET CONFERENCING to re-issue new accounts passcodes and passwords.
28.2 Strong Password / Passcode Policy:
BUDGET CONFERENCING requires customers to use ‘strong’ passcodes and passwords. A strong passcode / password is one that is:
a) numeric: six-ten numeric digit passcode, consisting of none consecutive or the same numbers (i.e.: 123456; 888888; 654321);
b) alpha / numeric: six-ten alpha/numeric characters; consisting of none consecutive characters or familiar name (i.e.: Melbourne office; ABC123)
28.3 Periodic sweeps
BUDGET CONFERENCING will periodically sweep its database to identify and change ‘soft’ passcodes to ‘strong’ passcodes/passwords. BUDGET CONFERENCING may communicate to account owners advising them of this action undertaken to mitigate risk of unlawful usage of user accounts. However any failure to do so does not alter BUDGET CONFERENCING’S liability for any misuse of the Services, or any use of the Services not authorised by Customer.
29. ADDITIONAL TERMS AND CONDITIONS
29.1 Cisco WebEx Services
If it is specified that the Services or part of the Services are Cisco WebEx Services, in addition to the terms and conditions contained here, the Customer agrees to be bound by the Cisco WebEx Special Conditions to the extent that the Services are Cisco WebEx Services.
To the extent that the Cisco WebEx Special Conditions conflict with these Terms & Conditions, then the Cisco WebEx Special Conditions as may be applicable, will prevail to the extent of the inconsistency.