Aristotle.Cloud Trial Agreement

Thank you for using Aristotle Cloud hosting for your Aristotle Metadata Registry! We’re happy you’re here. Please read this Trial Agreement carefully before signing up for a trial of the Aristotle Metadata Registry.

PLEASE NOTE THAT IF YOU SIGN UP FOR A PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a Cloud Product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for an Aristotle Product or create an Aristotle Product account.

BACKGROUND

a. Aristotle is an organisation that offers the provision of a proprietary web-based Platform as a service for the management and organisation of a client’s data. b. The Client wishes to trial the Platform for sole purpose of determining whether to enter into a Platform Subscription Agreement with Aristotle. c. Aristotle has agreed to provide the Client with a trial of the Platform in accordance with the terms and conditions of this Agreement.

IT IS AGREED

1. DEFINITIONS & INTERPRETATION

1.1 Definitions

In this Agreement, unless the context requires otherwise:

• (a) Agreement means this document, including any schedules, annexures or attachments.
• (b) Background IP means all IP comprising in the Platform, or owned or utilised by Aristotle in providing access to and support of the Platform.
• (c) Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday in the Australian Capital Territory.
• (d) Business Hours mean between 9.00am and 5.00pm on a Business Day.
• (e) Claims includes, but is not limited to, all actions, claims, demands, suits, proceedings, liabilities, sums of money, damages and costs whatsoever (including legal fees) whether arising under a statute, in contract, in equity or any other law and whether involving a third party or a party to this Agreement.

• (f) Confidential Information means all information of and relating to the parties including:

  • (i) the Data and the Background IP;
  • (ii) any information concerning its present, past or prospective employees, clients, customers or contractors, including but not limited to arrangements and agreements with third parties, customer information, and customer lists;

  • (iii) any material, hardware, software, trade secret, Intellectual Property (whether registered or unregistered), patents, patent applications, drawings, discoveries, inventions, improvements, technical data, formulae, software, trademarks (registered or unregistered), databases, know-how, logos, designs, copyright, concepts not reduced to material form or information whether of a technical, marketing or financial nature;

  • (iv) all notes, data, reports and other records (whether or not in tangible form) based on, incorporating or derived from information referred to above; and
  • (v) any other information which is designated in writing by a party at or before the time of disclosure to be confidential,

  excluding any such information which is public knowledge other than by breach of this Agreement.

• (g) Data means information in raw or unorganised form (such as alphabets, numbers, mathematical symbols, geographic coordinates, electronic signals or other similar information used for reference or analysis) which is collected by the Client and which can be uploaded onto the Platform.
• (h) End Date means 90 days from the Start Date or other date as approved by Aristotle.
• (i) Force Majeure means a circumstance beyond reasonable control of Aristotle which results in Aristotle being unable to observe or perform on the time an obligation under this Agreement. Such circumstance may include but is not limited to acts of God, natural disasters, war, cyber and physical terrorism, riots, civil commotion, malicious damage, acts or requirements of government.
• (j) Host Website means http://aristotlemetadata.com/ and its associated pages.
• (k) Intellectual Property means any registered or unregistered rights in any existing or future copyright works, and including but not limited to computer programs, patentable inventions, designs, circuit layouts, new plant varieties, trademarks, know-how, Confidential Information or trade secrets.
• (l) Insolvency event means, for a person or entity, being in liquidation or provisional liquidation or under administration; having a controller (as defined in the Corporation Act 2001 (Cth)) or analogous person appointed to it or any of its property; being taken under section 459F(1) of the Corporations Act 2001 (Cth) to have failed to comply with a statutory demand; being unable to pay its debts or otherwise insolvent; dying; ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason; taking any step that could result in the person becoming an insolvent under administration (as defined in section 9 of the Corporations Act 2001 (Cth)); entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; or any analogous event. Intellectual Property Rights has a corresponding meaning.
• (m) Malicious Code means any software virus, worm or other harmful computer code, file, script agent or program.
• (n) Personal Information has the same meaning as given in the Privacy Act 1988 (Cth).
• (o) Personnel means any officers, employees, agents, contractors and subcontractors.
• (p) Platform means the trial version of the web based software application developed by Aristotle comprising the database and server system on computer hardware which will be accessed and used by the Subscriber for the management and organisation of Data.
• (q) Platform Subscription Agreement means the master Platform Subscription Agreement between Aristotle a client whereby the Aristotle provides the client with full access to the Platform and associated services in consideration for a fee.
• (r) Schedule means a schedule to this Agreement.
• (s) Start Date means the date you first click “I agree” (or similar button or checkbox) or use or access a Cloud Product, whichever is earlier.
• (t) Subscriber means the Client and its Personnel who have been granted a trial to use the Platform by Aristotle.
• (u) Terms of Use is a reference to the Host Website’s conditions.
• (v) Trial Period means the agreed Start Date to the End Date (inclusive) as set out in the Schedule unless terminated earlier by either party.

1.2 Interpretation

In the interpretation of this Agreement, unless the contrary intention appears:

• (a) a reference to:

  • (i) one gender includes the others;
  • (ii) the singular includes the plural and the plural includes the singular;
  • (iii) an individual or person includes a corporation;
  • (iv) a party includes the party’s executors, administrators, successors and assigns;
  • (v) a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
  • (vi) a recital, clause, paragraph, schedule or annexure is a reference to a recital, clause, paragraph, schedule or annexure of or to this Agreement;
• (b) any schedule, attachment or other document referred to in or delivered with this Agreement forms part of this Agreement;
• (c) a term or expression starting with a capital letter which is defined in the Schedule has the meaning given to it in the Schedule.
• (d) no provision of this Agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or that provision;
• (e) where words or phrases are given a defined meaning, any other part of speech or other grammatical form of those words or phrases shall have a corresponding meaning;
• (f) a reference to “currency”, “A$”, “$A”, “dollar” or “$” is a reference to Australian currency;
• (g) “including” and similar expressions are not and must not be treated as words of limitation; and
• (h) headings and tables of contents are inserted for convenience only and have no effect on interpretation.

2. TRIAL SUBSCRIPTION

2.1 Trial Period

• (a) Subject to the terms and conditions of this Agreement, Aristotle will provide the Client with access to the Platform and the Data stored thereon for the duration of the Trial Period.
• (b) The Client’s access to the Platform will cease on the earliest occurring of the End Date or the date this Agreement is terminated in accordance with clause 10.
• (c) Unless otherwise agreed in writing between the parties, if the Client intends to use the Platform after the Trial Period, the Client must enter into a Platform Subscription Agreement with Aristotle.

3. PLATFORM

3.1 Subscribers and Platform Access

• (a) Aristotle will provide the Client with the access codes, passwords or other security measures to enable the Client to access the Platform and use the Data stored on the Platform.
• (b) The Client will provide a Subscriber with the access code, password or other security measures to enable the Subscriber to access the Platform and use the Data stored on the Platform on an on needs basis.
• (c) Prior to providing any access codes, passwords or other security measures to any Subscriber, the Client must ensure that each Subscriber agrees:
  • (i) to prevent unauthorised persons from accessing the Platform or any Data stored on the Platform;
  • (ii) not to facilitate or allow unauthorised persons to access the Platform or any Data stored on the Platform;
  • (iii) to notify the Client of any unauthorised access to the Platform or any unauthorised use of Data;
  • (iv) not to use the Platform in any way that may impair the availability or accessibility to the Platform;
  • (v) not to attempt to override any security or protective measures embedded in the Platform;
  • (vi) to protect the integrity of the Platform and to secure Aristotle’s proprietary rights to the Platform;
  • (vii) to comply with all reasonable directions given by Aristotle as to the use of any access codes, passwords or other security measures implemented by Aristotle to protect the integrity of the Platform; and
  • (viii) not to act in any way that breaches any terms of this Agreement and/or the Terms of Use, and not to use the Platform for any illegal, fraudulent or inappropriate purpose.
• (d) The Client agrees that they are responsible for all acts and omissions of the Subscribers and their use of the Platform. The Client indemnifies Aristotle against all Claims arising out of or in connection with the use of the Platform by any Subscriber.
• (e) Aristotle may (in its absolute discretion) remove or refuse access to any Subscriber where Aristotle is of the opinion that:
  • (i) a Subscriber has not complied with the obligations in clause 3.1(c); or
  • (ii) access should be removed for any other reasonable reason.

3.2 Unauthorised Access

• (a) The Client must not use, store, post, transmit or introduce any software, routine or device that interferes or attempts to interfere with the operation, integrity or performance of the Platform or attempts to gain unauthorised access to the Platform.
• (b) The Client must:
  • (i) protect any access codes, passwords or other security measures provided to the Client;
  • (ii) inform Aristotle immediately of any unauthorised access to the Platform, including full details of the unauthorised access; and
  • (iii) comply with Aristotle’s reasonable directions and requests, and assist Aristotle to resolve any issues arising from unauthorised access, including but not limited to, removing or refusing access to the Platform for any Subscriber pursuant to clause 3.1(e).

4. AVAILABILITY, PLATFORM UPDATES AND MAINTENANCE

4.1 Availability, Platform Updates and Maintenance of Platform

• (a) Aristotle provides access to the Client on an “as is” and “as available basis” and Aristotle provides no guarantee that:
  • (i) access to the Platform and Data will be free from technical interruptions or downtime; and
  • (ii) the Platform will be free from Malicious Code, bugs or errors.
• (b) The parties agree that the trial is provided as a convenience to the Client and the Client agrees that Aristotle is not obligated (however reserves the right to, in their absolute discretion) to:
  • (i) make available to the Client any Platform maintenance including bug fixes and system/fault corrections) to ensure the continuing functionality of the Platform (Maintenance);
  • (ii) make updates and/or upgrades to the Platform (Platform Updates)
• (c) Aristotle may undertake any Maintenance or Platform Updates without providing any notice to the Client and Aristotle will have no liability to the Client where Aristotle fails to provide the Client with any notice.

4.2 Technical Support

The parties agree that the trial is provided as a convenience to the Client and the Client acknowledges that Aristotle is not obligated to provide any technical support or assistance to the Client during the Trial Period.

5. DATA

5.1 Ownership of Data

• (a) The parties acknowledge and agree that the Client:
  • (i) owns all right, title and interest in the Data the Client uploads; and
  • (ii) retains all causes of action and goodwill in or related to any and all parts of the Data.
• (b) The Client grants Aristotle a royalty-free, non-exclusive, non-transferable licence to use and modify the Data necessary to manage and organise the Client’s Data on the Platform.

5.2 Client Data Obligations

• (a) The Client agrees that they are solely responsible for all Data, including, without limitation, any content or materials of a third party that the Client permits or enables to be uploaded onto the Platform.
• (b) The Client agrees that they are solely responsible at all times to ensure that they:
  • (i) own and have the right to upload the Data to the Platform; and/or
  • (ii) have lawfully obtained permission from a third party owner or custodian to upload the Data to the Platform.
• (c) Aristotle will not be responsible for reviewing the Data prior to its publishing by the Client and does not guarantee or warrant that:
  • (i) all Data uploaded by the Client into the Platform will be uploaded without error; or
  • (ii) the Data stored in the Platform will be accurate and complete.
• (d) The Client is responsible for obtaining any insurance in relation to any loss or damage caused to the Data held in the Platform.
• (e) The Client is solely responsible for, and indemnifies Aristotle against, any Claim that may arise from any Data stored on the Platform.

5.3 Data Warranties

• (a) The Client warrants to Aristotle that no Data:
  • (i) breaches any laws and regulations;
  • (ii) contains any Malicious Code;
  • (iii) would infringe the legal rights of another person (such as copyright); and
  • (iv) is fraudulent, abusive, obscene, threatening or libellous (including material that is harmful to children or violates third party privacy rights) as determined by Aristotle in its absolute discretion.
• (b) The Client warrants that any Data containing Personal Information is uploaded in compliance with the requirements of the Privacy Act 1988 (Cth). For the avoidance of doubt, the Client warrants that they have obtained all necessary consents to allow the Data to be stored on the Platform and be accessed by a Subscriber and by Aristotle and its Personnel.

5.4 Client Obligations

• (a) At the request of Aristotle (acting reasonably), the Client must as soon as is practicable:
  • (i) conduct any virus scanning and tests that are necessary to ensure that any Data remains free of Malicious Code and ensure that any Data uploaded to the Platform does not contain any Malicious Code; and
  • (ii) immediately remove any Data, the existence of which could be deemed to be a breach of this Agreement, as directed by Aristotle (in its sole discretion).
• (b) If the Client has failed to remove any Data in accordance with clause 5.4(a)(ii) within two days of a request by Aristotle, Aristotle may (in their absolute discretion) remove the Data from the Platform without prior notice to the Client.

5.5 Management of and Privacy of Data

• (a) This clause 5.5 applies to any Personal Information provided to, obtained or accessed by Aristotle during the Subscription Period or otherwise in conduct of this Agreement.
• (b) In dealing with any Data, Aristotle will use its best endeavours to:
  • (i) (where such Data is Personal Information) comply with the requirements of the Privacy Act 1988 (Cth);
  • (ii) act in accordance with any written instructions given by the Client in relation to the processing and retention of the Data;
  • (iii) put in place appropriate security measures to ensure there is no unlawful or unauthorised access to the Data; and
  • (iv) not transfer or permit the transfer of the Data to a third party without the Client’s written consent.

5.6 Data Back-up

The Client acknowledges that Aristotle may (in their absolute discretion) back-up any Data stored by the Client on the Platform, however is under no obligation to the Client to do so.

5.7 Deletion of Data

Unless otherwise agreed in writing between the parties, all Data will be deleted from the Platform on the earliest occurring of the End Date or the date this Agreement is terminated in accordance with clause 10. Aristotle will have no liability to the Client where Aristotle deletes all Data in accordance with this clause 5.7.

6. TRAINING

6.1 Provision of Training

• (a) As part of the trial, the Client may request training from Aristotle in respect of the Platform and Aristotle may in its absolute discretion, agree to provide training to the Client for a fee. Aristotle will provide the Client with an estimate of fees for the training as soon as is practicable after the Client’s request for training pursuant to this clause.
• (b) Unless otherwise agreed between the parties, the provision of training by Aristotle pursuant to this clause will occur at the Client’s usual place of business.
• (c) The Client must give at least three (3) weeks advance written notice to Aristotle if they intend to redeem any Training Credits (Training Notice). The Training Notice must include:
  • (i) the location for the training;
  • (ii) various intended training dates and times; and
  • (iii) the number of staff members that will attend the training.
• (d) Aristotle may (in their absolute discretion), confirm or deny the request for Training Notice.

6.2 Payment of Reasonable Expenses

• (a) The Client agrees to reimburse Aristotle for all reasonable costs associated with the provision of training pursuant to this clause. For the avoidance of doubt, this includes all travel, accommodation and meal allowances.
• (b) As soon as is practicable and no less than ten (10) days prior to the first date of training, Aristotle will provide the Client with details of travel and accommodation expenses for approval. The Client must confirm approval to Aristotle of the travel and accommodation expenses no less than five (5) days prior to the first day of training.
• (c) The Client’s approval of expenses incurred by Aristotle in accordance with clause 6.2(b) must not be unreasonably withheld.
• (d) In the event the Client and Aristotle cannot agree on the approval of the expenses incurred by Aristotle, Aristotle may (in their absolute discretion), decide not to provide training to the Client under this clause.
• (e) Aristotle must provide the Client with a tax invoice detailing the nature of all expenses claimed for reimbursement pursuant to this clause.

7. INTELLECTUAL PROPERTY AND FEEDBACK

7.1 Background IP

• (a) The parties acknowledge and agree that Aristotle:
  • (i) owns all right, title and interest in the Platform and the Background IP (Aristotle IP); and
  • (ii) retains all causes of action and goodwill in or related to any and all parts of the Aristotle IP.
• (b) Nothing in this Agreement is to be construed as giving the Client a licence or other rights to the Platform except as expressly set out herein. If the Client desires additional rights to the Platform then this will be the subject of a separate written agreement between the parties.
• (c) Aristotle grants the Client a royalty-free, non-exclusive, non-transferable licence to the Aristotle IP for the sole purpose of accessing and using the Platform to manage and organise the Client’s Data. This licence cannot be sublicensed to another party without Aristotle’s prior written consent (which may be withheld in its absolute discretion).
• (d) The Client must not, and must procure that any third party does not,:
  • (i) copy, reproduce, alter, modify, reverse-engineer or create derivate works from the Aristotle IP;
  • (ii) incorporate the Aristotle IP into the Client’s own material and property;
  • (iii) de-compile, disassemble or otherwise reverse engineer the Aristotle IP; or
  • (iv) modify or remove any copyright or proprietary notices on the Aristotle IP.
• (e) The Client must notify Aristotle promptly if they become aware of or suspect any infringement or threatened infringement of Aristotle’s IP.

7.2 Aristotle Name/Logo

The Client must not use Aristotle’s name or trademarks in a manner that suggests Aristotle endorses or is associated with the Client’s business, products or services, without the prior written consent of Aristotle.

7.3 Client Name/Logo

Aristotle may use the Client’s name or trademark for the purpose of marketing the Client as an “example” of the clients using the Platform only. Aristotle must follow the Client’s reasonable directions on the use of its name or trademark.

7.4 Feedback

• (a) The Client may at any time, provide suggestions regarding improvements, input, comments or other feedback to Aristotle in relation to the Platform (Feedback).
• (b) Upon provision of Feedback to Aristotle, the Client agrees that all Intellectual Property Rights in the Feedback will vest immediately in Aristotle. To the extent that the Client owns any rights in the Feedback, the Client agrees to do all things necessary to assign all right, title and interest in and to the Feedback to Aristotle.
• (c) The Client agrees that Aristotle is under no obligation to action or use any Feedback it receives from the Client.
• (d) The Client agrees that any Feedback provided shall not, absent of a separate written agreement, create any confidentiality obligation on Aristotle as the receivers of the Feedback.

8. CONFIDENTIAL INFORMATION

8.1 Confidential Information not to be disclosed

Confidential Information received by a party may not be disclosed to any person except:

• (a) with the prior written consent of the other party;
• (b) if it is required to do so by law;
• (c) if the Confidential Information has come within the public domain, other than by a breach of this clause;
• (d) to the party’s auditors and professional advisers;
• (e) if it is required to do so by a governmental agency; or
• (f) in connection with legal proceedings relating to this Agreement.

8.2 Undertakings from others

If any party discloses Confidential Information under clause 8.1, it must use all reasonable endeavours to ensure that persons receiving Confidential Information from it are under appropriate non-disclosure obligations and do not disclose the information except in the circumstances permitted in clause 8.1.

8.3 Time

The provisions of this clause 8 shall be a continuing obligation after the End Date with full force and effect.

9. LIMITATION OF LIABILITY

9.1 Client Liability

• (a) The Client will indemnify and keep indemnified Aristotle against all Claims, arising out of or in connection with:
  • (i) any loss that Aristotle may sustain or incur as a result of any Claim by any third party arising out of the exercise of the Client’s rights under this Agreement;
  • (ii) the Client’s breach of this Agreement; or
  • (iii) or any default, unlawful or negligent act or omission, of the Client or its personnel.
• (b) The Client’s liability to indemnify Aristotle is reduced to the extent that any default, unlawful or negligent act or omission of Aristotle directly contributed to the Claim.

9.2 Aristotle Liability

• (a) The Platform is made available to the Client on an “as is” basis without warranty of any kind including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The Client warrants that they have undertaken their own due diligence in respect of the applicability of the Platform to its own needs.
• (b) This Agreement does not exclude or limit any guarantee, condition, warranty, right or liability implied into it by law (including the Competition and Consumer Act 2010 (Cth)), the exclusion of which would contravene the law or cause this Agreement to be void (‘non-excludable consumer warranties’). This Agreement is at all times to be read subject to such non-excludable consumer warranties.
• (c) In the event that Aristotle is liable to the Client (or any third party), Aristotle’s total liability for loss or damage of every kind (including but not limited to any legal costs):
  • (i) whether arising pursuant to this Agreement; or
  • (ii) out of or in relation to the provision of access to the Platform under this Agreement, in tort or contract or in any other cause of action or in any way whatsoever, is limited to $500.
• (d) Aristotle’s liability under this Agreement is reduced to the extent that any default, unlawful or negligent act or omission of the Client contributed to the Claim.
• (e) Aristotle will not be liable to the Client (or any third party) for any loss of Data, information, any economic loss or for any special or consequential damages, such as losses or damage caused by delay, disruption, loss of product, loss of anticipated profit or revenue, loss of use of equipment or system, non-operation or increased expense of operation of other equipment or system, cost of capital, or cost of purchase or replacement equipment, services or power, or for any damage to goodwill or reputation which is suffered by the Client in any way arising from the Client’s use of the Platform.

10. TERM AND TERMINATION

10.1 Term

Access to the Platform and to any Data stored on the Platform will cease on the End Date or on the date on which this Agreement is terminated in accordance with this clause 10.

10.2 Termination by Mutual Agreement

The parties may terminate this Agreement by mutual agreement in writing

10.3 Termination by Aristotle

• (a) Aristotle may terminate this Agreement:
  • (i) for convenience;
  • (ii) immediately upon written notice upon a breach by the Client of its material obligations under this Agreement; or
  • (iii) immediately upon written notice in the event the Client becomes Insolvent.

10.4 Termination by the Client

The Client may terminate this Agreement with 10 Business Days written notice.

10.5 Consequences of Termination

• (a) Upon termination of this Agreement in accordance with this clause, each party must:
  • (i) return to the other Party without request all property owned by the other Party in its possession or control; and
  • (ii) return or delete all Confidential Information and Intellectual Property.
• (b) Clauses 1, 3, 7, 8, 9, 10, 14 and 15 will survive the termination of this Agreement.

11. FORCE MAJEURE

11.1 Force Majeure

• (a) Aristotle is not liable for any delay or failure to perform its obligations pursuant to this Agreement if such a delay is due to Force Majeure.
• (b) If a delay or failure of Aristotle to perform its obligations is caused or anticipated due to Force Majeure, the performance of Aristotle’s obligations will be suspended until the Force Majeure has ended.
• (c) If a delay or failure of Aristotle’s obligations due to a Force Majeure exceeds sixty (60) days, then the Client may terminate the Agreement immediately on providing reasonable notice in writing to Aristotle.

12. DISPUTE RESOLUTION

12.1 Dispute Process

Subject to clause 12.2, if a dispute arises out of or relates to this Agreement (including any dispute as to breach or termination or any claim), no party may commence any proceedings relating to the dispute unless that party has complied with the following paragraphs:

• (a) A party claiming that a dispute (the Dispute) has arisen out of or in relation to this Agreement must give notice (the Dispute Notice) to each other party to this Agreement specifying the nature of the Dispute.
• (b) On receipt of the Dispute Notice by each other party, the parties must endeavour in good faith to resolve the Dispute expeditiously.
• (c) If the parties do not resolve the Dispute within 21 days of receipt of the Dispute Notice (or such further period as agree to in writing by them) then the parties must refer the Dispute for confidential mediation by the Australian Disputes Centre Ltd (ADC) for resolution in accordance with the Mediation Rules of the ADC.
• (d) If the parties do not resolve the Dispute under clause 12.1(c) within thirty (30) days of submitting the Dispute to mediation (or such further period as agreed to in writing by them) then:
  • (i) either party may initiate proceedings in a Court; or
  • (ii) if agreed by the parties the Dispute can be submitted to confidential arbitration in which case the ADC Arbitration Rules will apply.

12.2 Exceptions to Dispute Resolution

Clause 12.1 does not apply in relation to a Dispute wherein a party to this Agreement:

• (b) seeks urgent relief against another party; or
• (c) seeks recovery of a debt or makes a liquidated demand in connection with this Agreement against another party of less than or equal to $2,000, excluding costs and interest; or if the parties to the Dispute agree in writing that clause 12.1 is not to apply to a given Dispute.

12.3 Continued Performance

Notwithstanding the foregoing provisions of this clause 12, pending the resolution of any Dispute the parties to this Agreement must without delay continue to perform their respective obligations under this Agreement except, provided that a party has acted reasonably and bona fide in relation to the Dispute (including without limitation in respect to its subject matter and the circumstances giving rise to it), to the extent that the matter the subject of the Dispute and matters necessarily dependent on it cannot be proceeded with until the Dispute has been determined.

13. NOTICES

13.1 Notices

• (a) All notices given under this Agreement must be in writing and may be validly given by any one of the following means:
  • (i) by sending it by prepaid post to the address of the party to be served;
  • (ii) by electronic mail to the email address of the party to be served; or
  • (iii) by delivering it to the party to be served.
• (b) The parties current addresses for service are set out in the Schedule.

13.2 Service

A notice will be deemed to be given and received:

• (a) if sent by pre-paid post, three (3) Business Days after it has been posted;
• (b) if sent by email during Business Hours, on the day it was sent; and if sent by email outside Business Hours, on the first Business Day after the day it was sent; and
• (c) if delivered during Business Hours, on the day of delivery; and if delivered outside Business Hours, on the first Business Day after the day of delivery.

13.3 Signature

A notice given or a document signed or served on behalf of any party by any director or company secretary or solicitor of that party shall be deemed to have been given, signed or served by that party personally.

13.4 Evidence of Service

Any delivery or read receipt issued by a machine to any party seeking to serve any other party by electronic mail shall constitute sufficient and good proof of service for the purposes of this Agreement.

14. RELATIONSHIP BETWEEN PARTIES

14.1 Relationship of the Parties

• (a) Nothing in this Agreement is intended or to be implied to create a relationship of employment, partnership or joint venture between the parties or any of their respective agents, employees, sub-contractors and assigns.
• (b) The parties acknowledge that the Client has no obligation to Aristotle or any person that Aristotle engages, with respect to any expense or obligation arising from any employment law, including (but not limited to) as to paid annual leave, long service leave, sick leave or superannuation entitlements.

15. MISCELLANEOUS

15.1 No Waiver

• (a) Any delay or failure to enforce any term of this Agreement will not be deemed to be a waiver.
• (b) There is no implied waiver by either party in respect of any term of this Agreement and any waiver granted by either party shall be without prejudice to any other rights.
• (c) Any waiver must be in writing and does not cover subsequent breaches of the same or a different kind.
• (d) A waiver by a party of its rights under this Agreement is only effective in relation to the particular obligation or breach in respect of which it is given.

15.2 Assignment

• (a) The Client must not assign any of their rights under this Agreement to any person without the prior written consent of Aristotle. Any such consent may be given or withheld in the absolute discretion of Aristotle.
• (b) Aristotle may assign or novate any of their rights or obligations under this Agreement in their absolute discretion without reference to (or consent from) the Client. The Client is deemed to consent to such assignment and novation provided Aristotle has given the Client notice of the assignment or novation.

15.3 Joint and Several Liability

• (a) Any obligation imposed by this Agreement on more than one person or entity and any covenant given in this Agreement by more than one person or entity binds those persons or entities jointly and each of them severally and may be enforced against anyone or any two or more of them.
• (b) Where a party is comprised of more than one person, the obligations and covenants of that party bind any two or more of those persons jointly and each of them severally.

15.4 Agreement binds Heirs

The parties each intend this Agreement to be binding on their heirs, executors, administrators, receivers, liquidators, successors and assigns.

15.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Australian Capital Territory and the Commonwealth of Australia and the parties submit themselves to the exclusive jurisdiction of the Courts of those jurisdictions and those that have jurisdiction to hear any appeals from them.

15.6 Variation

No variation to this Agreement (including this clause) is effective unless confirmed in writing and signed by the parties. A variation is effective only to the extent for which it is made or given.

15.7 Severability

If any provision of this Agreement is void, unenforceable or illegal in the jurisdiction governing this Agreement, then:

• (a) it is to be read down so as to be valid and enforceable; or
• (b) if it cannot be read down, the provision (or where possible the offending words), is severed from this Agreement and the rest of this Agreement remains in force.

15.8 Non-Merger

Any provision of this Agreement which imposes any obligation or confers a right on a party after completion, or which remains to be performed or is capable of having effect following completion, shall not merge on completion but shall remain in full force and effect.

15.9 Legal Costs

Except as otherwise provided in this Agreement, each of the parties must pay their own costs and expenses (including legal fees) of and incidental to the preparation, negotiations, execution and (where applicable) the stamping and registration of this Agreement.

15.10 Entire Agreement

This Agreement:

• (a) is the entire Agreement of the parties concerning everything connected with the subject matter of this Agreement; and
• (b) supersedes any prior representations, statements, promises or understanding on anything connected with that subject matter.