Combined Online Subscription, On-Premise, Equipment and Service Agreement
Terms and Conditions
GO Business Australia Pty Ltd (ABN 54 097 087 440) trading as GO Business, as the master distributor of the GO Business products (“GO”, “GO Business”, “We”, “Us” or “Our”) provides customers (“Users”, “user”, “You” or “Yours”) with online access to business and accounting software collectively referred to as ‘GO Business Software’ (“GO Software”). Any access or use by You of the GO Software and any other related services provided by Us (collectively the “Services”) are subject to the following Terms and Conditions.
These terms and conditions are considered as being ‘published as soon as they are made available on the GO Business Website’ and supersede all previous and any other set of terms and conditions that make reference to these terms and conditions.
By Subscribing to the Services, continuing to use the Services or by clicking a box which indicates Your acceptance of these Terms and Conditions, You, any entity for whom You are using the Services are agreeing to be bound by these Terms and Conditions.
These Terms and Conditions may be varied by Us at any time at Our discretion. Where these Terms and Conditions are modified, We may notify You by email or by posting a notification on this Website and any changes will be effective immediately upon notice or upon such other time as You are notified by Us. By accessing and continuing to use any of the Services You agree that You have read and understood these Terms and Conditions and any modifications to the Terms and Conditions as and when they occur.
“Account” means an account set up by Us either manually or automatically when You agree to these terms during the Online Registration Procedure that enables You to access the Services associated with Your Subscription. The Client’s Account applies to all User Access Licences subscribed for under the Client’s Account;
“Agreement” means these Terms and Conditions;
“Additional Terms” means the terms and conditions that apply to GO Business’ supply, and the Client’s access to and use of, the Product and Services which are not included in this Contract, as set out on the Website and in any Documentation;
“Amended Fee” means a Subscription Fee which has been altered or modified by Us in accordance with sub-clause 8.6;
“Archive Storage” means non-volatile electronic storage either on hard drives, tape or solid state memory;
“Business Hours” means between 9:00 am and 5:00 pm WST on a weekday (excluding public holidays in Perth, Western Australia);
“Confidential Information” means any confidential or commercially sensitive or valuable information belonging to Us or You including:
a.all information treated as confidential whether marked as “Confidential” or not;
b.trade secrets, confidential know how, operations manuals, price lists, customer lists, client information, operation methods, operation procedures, advertising, technical and financial information, except information:
i.created independently of either Party; or
ii.that is public knowledge (otherwise than as a result of a disclosure in breach of this Licence);
“Data Allowance” means the data storage capacity assigned to an Account that is flexible depending on the Subscription Package selected or the number of Users subscribed to the Account;
“Equipment” means the hardware, equipment and other accessories identified in the Services Schedule which We have agreed in writing to provide to You for the sole purpose of hosting the GO Software within Your premises;
“Fees Schedule” means the Schedule of Fees;
“GO Software” means the GO Business modules which are provided by Us and published and accessible to users through the Website subject to availability. We may add, modify or discontinue any of the modules offered on the Website at any time without notice, explanation or justification. The modules included in the GO Software may include:
•GO Back Office;
•GO General Ledger;
•GO Start Up;
•GO Report Writer; and
•and/or any other software developed, owned and/or distributed by GO Business Pty Ltd as a part of its product offerings.
“Hardware Support Hours” means between 9:00 am and 5:00 pm WST on a weekday (excluding public holidays in Perth, Western Australia);
“High Priority Non-conformance” means a Non-conformance which impacts on Your ability to use or access the Equipment and/or GO Software;
“Information” includes any information, numbers, statistics or data in any form;
“Initial Fee” means the amount listed in Our Schedule of Fees;
“Intellectual Property” includes without limitation:
•copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist;
•confidential information and trade secrets; and
•trade and service marks (whether registered or unregistered) in, of, or relating to the GO Software and the Website;
“Intellectual Property Rights” means such rights as may subsist in the Intellectual Property;
“Interest” is the interest to be paid on any defaulting payment of Subscription Fees;
“Interest Rate” is the per annum percentage rate, calculated daily, used to calculate the interest and is the rate listed in Our Schedule of Fees;
“Low Priority Non-conformance” means all Non-conformances which do not meet the definition of a High Priority Non-conformance and will include Non-conformances which have no real-time impact on hardware system usage by You or Your staff or do not seriously impede Your access and use of the GO Software;
“Manual Registration Procedure” is where You complete and return to Us or Our representative the Subscription Forms required to open an Account and Subscribe to the Services;
“Minimum Technical Specifications” means the minimum computer, operating system, web browser and any other technical requirements for using the Services;
“Modified Fees” means the Subscription Fees as modified by sub-clause 8.6;
“Non-conformance” means a non-conformance, technical failure or other interruption in the Equipment such that the GO Software is inaccessible and/or which materially affects its operation or use by You;
“Online Registration Procedure” means the entry by You of the information required by the forms presented to You by the GO Business Login module’s “Open A New Account” feature;
“Password” is the unique system generated log-in password either given to You by Us or specified by You to access the Services or as changed by You;
“Period of Subscription” is the duration of time that will apply to Your Subscription as specified in the Services Schedule and for which Subscription Fees will be charged and shall govern the method by which a Subscription may be cancelled under Clause 11 of the Terms and Conditions;
“Personal Information” is any information (including information forming part of a database), about an individual that identifies the individual or which makes the identity of the individual reasonably ascertainable. This includes any information obtained from an individual or a third party;
“Registration Date” means the date of commencement of first Period of Subscription determined at the time of completing the Online Registration Procedure;
“Reinstatement Fee” means the fee to reinstate the Account after it has been cancelled by Us under Clause 11 and is the amount listed in Our Schedule of Fees;
“Services” means the services described in Clause 2;
“Services Schedule” means the Schedule setting out details of the Services being supplied;
“Schedule of Fees” means the Schedule setting out the Fees for the Services;
“SLA” or “Service Level Agreement” is the separate Agreement for the provision of Support Services for any supplied Equipment setting out response times (if any) for such Equipment;
“Subscribe” where You sign up to the Services as described at Clause 1;
“Subscription” means the contract in place between Us and You;
“Subscription Fee” is the amount relevant to the Subscription Package that You have signed up for. Current charges are listed in Our Schedule of Fees but may be amended at any time in accordance with sub-clause 8.7;
“Subscription Form” is the form or forms that You are required to complete as part of the Online Registration Procedure or Manual Registration Procedure to Subscribe to the Services and may be accessed on Our Website;
“Subscription Package” means the Subscription to the Services packages which are offered by Us to Users and set out in the Services Schedule;
“Support Hours” means between 9:00 am and 5:00 pm WST on a weekday (excluding public holidays in Perth, Western Australia);
“Support Services” means support and consultation services pertaining to any defects in or troubles accessing or using the GO Software. In relation to Equipment support, means the Services set out in the Services Schedule made available during the Support Hours for the purposes of remedying any Non-conformance;
“User” means any individual, company or other user that has You have Subscribed to the Services under Your Account;
“User ID” is the unique system generated log-in name either given to You by Us or specified by You to access the Services or as changed by You;
“Your Business” includes any entity on behalf of which You are using the Service.
1. SUBSCRIBING TO THE SERVICES
1.1 You will be taken to have Subscribed to the Services when You complete the Online Registration Procedure or Manual Registration Procedure and pay in full the Subscription Fee for the first Period of Subscription.
1.2 Automatic Renewal of Subscription
Upon expiry of each Period of Subscription, the Subscription will automatically continue for a further Period of Subscription unless the Subscription is cancelled or terminated by either Party in accordance with Clause 12.
1.3 When completing the Subscription Form, You must provide correct information about You and/or any entity on behalf of whom You are Subscribing and using the Services and You agree to update Your Information (and that of the entity) as and when it changes to ensure that Our records and database remains current and accurate.
1.4 Where You provide any false or incorrect information in relation to Your Account (including any false or out-dated information in relation to Your name, contact number or email address), We reserve all rights to suspend or terminate Your Account and the Services.
1.5 If You are Subscribing to the Services on behalf of another entity, You should ensure that You are fully authorised by that entity to use this Service, to sign up to these Terms and Conditions and to enter that entity’s Information on the Services.
2. USE OF THE SERVICES
2.1 The Services:
Subject to Payment of the Subscription Fee We grant to You:
a.a non-exclusive revocable licence to:
i.use and access the online version of GO Software; and/or
ii.use and access a hosted on-premises version of GO Software hosted on Equipment supplied by Us for Your exclusive use;
b.Support Services in relation to use of the GO Software;
c.Hardware Support Services related to equipment supplied by Us for the use of the GO Software only; and
d.such other Services as specified in the Services Schedule,
in accordance with these Terms and Conditions (collectively referred to as the “Services”).
2.2 Additional Services:
a.We will negotiate in good faith with You to attempt to agree upon the terms on which We will provide You with additional services not already specified in the Services Schedule (“Additional Services”).
b.If the Parties agree on the terms for the provision of Additional Services by Us, the terms and conditions specific to that Additional Service must be agreed separately in writing. Without limiting what may be included, such additional terms may provide that any other terms of this Agreement do not apply or are modified as they apply to any Additional Service.
2.3 Intellectual Property in the GO Software:
a.You acknowledge that all Intellectual Property rights in the GO Software and Website belong to Us and to any other third party whom We identify as owners of software used by Us to provide the Services. Nothing in these Terms and Conditions transfer or assign any of Our Intellectual Property rights in GO Software or any other third-party software to You whatsoever. Your only right is to use the GO Software, Website and Services during the Periods of Subscription for which You continue to pay the Subscription Fees.
b.Where You have requested customisations or additional features or functions to the GO Software by Us or have otherwise made customisations or made new modules, features or functions to, or that interoperate with, the Go Software (“Modifications”) You acknowledge and agree that all such Modifications and the Intellectual Property associated with the same are Our property and vest with Us from the time of their creation or otherwise can and will be assigned to Us. You agree that at Your own cost You will do all things reasonably requested by Us including to sign any further assignment or other document to assure further Our title and rights in and to such Modifications.
c.We warrant that to the best Our knowledge:
i.the GO Software does not infringe the Intellectual Property Rights of any person; and
ii.Your use of the GO Software as contemplated by this Agreement will not infringe the Intellectual Property Rights of any person.
3. USER ID AND PASSWORD
3.1 You will access the Services by logging on to the Services with Your allocated Company ID, user ID and Password (given to You at time of Subscription).
3.2 You must ensure that You DO NOT disclose Your Company ID, user ID and Password to anyone other than authorised personnel, representatives or agents. While We will use Our best commercial endeavours to maintain the privacy and secrecy of all user IDs and Passwords, it is Your sole responsibility to ensure that there is no unauthorised access to Your Account or the Service. We are not responsible for any loss or damage caused to You or any entity on whose behalf You are using the Services as a result of unauthorised access to Your Account. Where You suspect any unauthorised use of Your Account, You should notify Us immediately.
4. YOUR OBLIGATIONS/WARRANTIES
4.1 It is Your responsibility to ensure that in using the Service You (and all Users Subscribed to Your Account):
a.have complied with any and all laws and regulations relevant to the use of the Services – We are not responsible for You meeting Your reporting and regulatory requirements;
b.have ensured that Your computer and all operating systems and web browser software meet the Minimum Technical Specifications for using the Services;
c.maintain a back-up copy of all Information uploaded or transmitted onto the Services. We will not be responsible for any loss of Your information as a result of use of the Services;
d.do not use the Services in a way which compromises the functionality or use of the Services, including uploading or transmitting any Information which may damage the Service, the GO Software or Website;
e.will not use the Services for any illegal purposes including infringing Our intellectual property rights or of any third party (including but not limited to decompiling, reverse engineering or reproducing any content, information or portion of the GO Software or the Website);
f.provide full and accurate registration information including for You and any other entity on whose behalf You are using the Service;
g.ensure that if You are using the Service on behalf of another entity You obtain their consent to use of the Service and to the Terms and Conditions. If You are subscribing to the Services on behalf of another Entity You warrant that You are fully authorised by that entity:
i.to use this Service;
ii.to sign up to these Terms and Conditions; and
iii.to enter that entity’s Information on the Services.
5. SOFTWARE SUPPORT AND EQUIPMENT SUPPORT
5.1 Software Support
For Support or technical help relating to the Go Software or Services, You may contact Us by:
a.phoning Our help desk on +61 (0) 405 224 393
during Support Hours;
b.emailing Us at email@example.com
24 hours 7 days per week; or
c.any other agreed means.
5.2 Hardware Support
In circumstances where We have agreed to supply Our Equipment (including without limitation any server, modem, disk unit or cabinet) for the purpose of hosting the GO Business Software at Your premises, such Equipment will at all times, at Your own entire expense:
a.be secured and stored in such a way as to prevent unauthorised access;
b.be insured by You against theft, fire and damage;
c.be housed in appropriately air-conditioned environment;
d.be powered by You;
e.be physically and electronically accessible by Us; and
f.be serviced and cleaned by You as instructed by Us (excluding in relation to any Non-conformance unless We instruct You to carry out specific servicing).
We deal with Non-conformances in the Equipment, as follows:
a.We will provide telephone/email support during the Support Hours for the reporting of Non-conformances in the Equipment.
b.If an apparent Non-conformance arises, We will allocate either a "High Priority Non-conformance" or "Low Priority Non-conformance" ranking to it. We will then use reasonable efforts to diagnose the Non-conformance and commence corrective activity within the timeframe set out at Clause 5.3(c).
c.Severity of Non Conformance and target time for commencement of correction:
i.High Priority Non-conformance - 24 Support Hours;
ii.Low Priority Non-conformance - 72 Support Hours.
5.4 If, in Our opinion, it is useful or necessary for a technician to attend Your premises to resolve the Non-conformance, We will dispatch a technician to Your site and premises to diagnose the problem. The technician will resolve the Non-conformance through adjustment and/or replacement of unserviceable parts and the fitting of essential technical improvements.
5.5 Where We dispatch a technician in accordance with Clause 5.4, You must:
a.provide Us or Our technician with information reasonably requested in connection with the performance of the Services;
b.ensure that You or Your personnel are available to work with Our technician where necessary for the performance of the Services; and
c.make available to Our technician reasonable work space and facilities for use when performing Services at Your premises.
5.6 Repair and Replacement Service
Equipment parts are replaced on an exchange basis when installed by Our personnel. Such parts will be new, or in the case of parts refinished or remanufactured, equivalent to new in performance. Risk in all replacement parts passes to You when the items have been installed. Parts which are replaced will form part of the Equipment which always remains Our property unless otherwise agreed in writing by Us.
5.7 You will make remote access available to Us (via VPN or as otherwise instructed by Us) to Our Equipment that is being used to host Your instance of the GO Software for the purpose of allowing Us to provide remote support for the Equipment and GO Software. Where You do not permit or otherwise prevent such remote access to Us, We shall not be liable for any failure or delay in providing the Support Services.
6. SERVICE LIMIITATIONS
6.1 Data Allowance
a.Where You exceed the Data Allowance for Your Subscribed Package You will be asked to increase the number of Users Subscribed to Your Account.
b.Failing to increase the number of Users will result in all or partial access to the Services being suspended until You:
i.reduce the amount of data stored in the Service to within the Data Allowance; or
ii.until such time as You upgrade Your Account to a higher storage capacity by paying for additional Users.
7. SERVICE AVAILABILITY
7.1 We endeavour to provide You with access to the:
a.GO Software 24-hours a day, 7 days a week; and
b.Equipment and Support Services as set out in Clause 3.
7.2 We do not make any guarantees or warranties that You will always be able to access the Services.
7.3 You agree that We are not liable for any delays or interruptions to users as a result of any service interruption or down time.
7.4 Where We are aware of any pending interruptions to access to any of the Services, We will notify You within 24 hours of the pending interruption and the steps taken to minimise any impact it may have on You. We will use reasonable commercial endeavours to minimise any infrastructure, hardware or software maintenance or development interruptions to You.
8. SUBSCRIPTION FEE
8.1 You must pay to Us the Subscription Fee in full by the Due Date. Any failure by You to pay the Subscription Fee by the Due Date may result in the suspension of Your access to the Services at Our sole discretion.
8.2 You must pay the Subscription Fee:
a.by Direct Debit an account nominated by Us; or
b.as otherwise agreed between Us and You.
8.3 Where You fail to pay the Subscription Fee by the Due Date, We will suspend Your Account. In order to reinstate Your Account You must pay the Reinstatement Fee and Subscription Fee together with any Interest and other fees that may be in arrears.
8.4 Where We suspend Your access to the Service, You will be unable to log in to Your Account other than for the purposes of paying the Subscription Fee. This means that You will not be able to access any of Your Information in the Services or update, edit or add any Information to the Services unless and until You pay any outstanding Subscription Fees.
8.5 Where We cancel Your Subscription to the Services, including GO Software, You remain responsible for payment of all outstanding Subscription Fees (plus GST) and any accrued Interest on the owing amounts.
8.6 You acknowledge and agree that We may modify or alter the Subscription Fee for any future Subscription Periods (Amended Period) in accordance with sub-clause 8.7.
8.7 Where We modify or alter the Subscription Fees:
a.we will notify You by email or by publishing a notice on the GO Business Website informing You of the Amended Fee, seven (7) days or more before the Due Date for the Subscription Fee for the Amended Period; and
b.the Amended Fee will only apply to any Amended Period which You have not yet paid Subscription Fee for. Where You have paid the Subscription Fee prior to the relevant Due Date for the Amended Period:
i.if the amount of the Subscription Fee paid is greater than the Amended Fee: We may at Our sole discretion, credit the difference in the amount between the Subscription Fee paid and the Amended Fee toward the payment of Fees for the next Subscription Period;
ii.if the amount of Subscription Fees paid is less than the Amended Fee: You are not required to pay to Us the difference in the amount between the Subscription Fee paid and the Amended Fee; and
iii.the Amended Fee will apply to the next Amended Period which the Subscription Fee had not yet been paid.
9. EXTERNAL LINKS
9.1 Where the Services include use of data feeds to or from external organisations such as banks or other financial institutions to Your transactions, We will pass on any costs that may be charged by such organisations plus whatever agreed services fees apply for providing such links to You and will only provide access to such data feeds if any such fees and charges are paid in full.
10. DATA EXTRACTION
10.1 Your Information
We will not collect information or data from You. All information relating to Your Account will be entered or uploaded by You through Your use of Our Website, the Services, including the GO Software (“Your Information”). Your Information will be stored in Our system’s databases and records and shall be kept separate from all information relating to other Clients’ Accounts.
10.2 Transfers of Your information
a.We will maintain strict procedures and standards and take all reasonable care to prevent unauthorised access to, transfer, and modification and disclosure of, Your Information. We will take all reasonable steps to protect Your Information from misuse and loss.
b.We will take all reasonable steps to secure any of Your Information that is transferred between You and Our servers but as it is commonly acknowledged, no Information transmission over the Internet can be guaranteed as fully secure and accordingly, We cannot guarantee or warrant the security of any information You send to Us through the Website, Internet or upload into the Services. You submit information over the Internet and into the Services at Your own risk.
10.3 Disclosure of Your Information
We will not disclose Your Information to any other third parties unless We have been authorized and asked by You to do so. We will treat all of Your Information as Confidential Information and the provisions of Clause 11 apply to any and all of Your Information that is stored by Us.
10.4 Accessing Your Information
You have the right to access any of Your Information at any time during the Subscription Period.
10.5 Data Extraction
At any time during the Period of Your Subscription, You may take copies of Your Information relating to Your Account by using the facilities provided by Us.
10.6 Data Removal
Your Information will be removed from Our database after the expiry or cancellation or termination of Your Subscription, unless We are otherwise instructed by You not to do so. Should You request Us to retain Your Information, We reserve the right to charge Data Retention Fees which will be negotiated at the time of the request.
10.7 Offline Backup
You are responsible for ensuring that Your Information is at backed up to whatever extent You require to secure the ongoing operations of Your Business.
11. CONFIDENTIAL INFORMATION
11.1 Your Confidential Information
Your Confidential Information includes all Information uploaded by You and Users of Your Account onto the Services including Your Information (“Your Confidential Information”).
11.2 Our Confidential Information
a.Our Confidential Information includes all information in relation to the GO Software, technical Information, operation, specifications or any aspect of Our Website (“Our Confidential Information”).
b.In relation to Our Confidential Information, You may only disclose Our Confidential Information to:
i.Your directors, officers and employees who have agreed to comply with the confidentiality obligations in this Agreement;
ii.Your professional advisers who have agreed to comply with the confidentiality obligations in this Agreement; or
iii.Your contractors, subcontractors or consultants who have signed confidentiality undertakings in an agreed form.
c.Within 3 days after any written request from Us, You must:
i.at Our option, return or destroy all copies of Our Confidential Information in Your possession or control; and
ii.if requested by Us, give Us a signed letter certifying compliance with the previous paragraph.
11.3 Confidential Information
In relation to the Confidential Information of the Parties under this Agreement, both Parties agree to:
a.keep the other Party’s Confidential Information confidential;
b.adopt security measures in relation to the other Party’ Confidential Information that are at least as good as it would adopt for its own confidential information;
c.only disclose or provide the Confidential Information to those with a need to know for the purposes of this Agreement;
d.notify the other Party immediately if it becomes aware of any unauthorised use, copying or disclosure of that Party’s Confidential Information.
11.4 Neither Party may copy the other Party’s Confidential Information without the other Party’s prior consent and where the consent is given, any copies of Confidential Information must be clearly marked “Confidential”.
11.5 The obligation to keep Confidential Information confidential will continue to be binding notwithstanding the expiration of Your Subscription for at least the period of time governed by the statute of limitations and information privacy laws in Western Australia.
12. CANCELLATION OF THE SERVICES
12.1 We reserve the right to cancel the Subscription if the Subscription Fees are not paid by You and received by Us within fourteen days of the Registration Date.
12.2 You can cancel the Subscription within the first fourteen (14) days of the Registration Date whereby any fees paid by You prior to the cancellation will be refunded to You in full.
12.3 Thereafter, either Party may cancel the Subscription to the Services by notifying the other Party in writing either by email or signed letter no later than the mid-point in time of the Period of Subscription current at the time of cancellation.
12.4 A Subscription that has been cancelled will continue until the end of the Period of Subscription current at the time of cancellation.
12.5 Cancellation notices received after the mid-point in time of a Period of Subscription shall apply to the following Period of Subscription and the current Period of Subscription will continue onto the next by automatically renewing itself for one further Period of Subscription for which the full Subscription Fee will apply.
12.6 Upon automatic renewal of the final Period of Subscription the Subscription will be deemed Cancelled by the notice received during the prior Period of Subscription.
12.7 You should refer to paragraph 10 above for information on accessing Your Information after the cancellation of Your Subscription.
13. NO WARRANTIES
13.1 No warranties are provided by Us to You whatsoever for the Services including the GO Software (or Your access to it) supplied under this Agreement, or other materials supplied by Us to You, including any information on the Website. Specifically We do not warrant or represent:
a.that the functions contained in the GO Software or any of the Services will meet Your requirements; and
b.that the Services will be uninterrupted or error free.
13.2 You also acknowledge that:
a.You have exercised Your own independent judgment in Subscribing to the Services and using the GO Software and have not relied on any representation made by Us; and
b.We are not Your accountant or financial adviser and use of the Services, including the GO Software, does not constitute accounting or financial advice.
14. LIMITATION OF LIABILITY
14.1 To the extent applicable law permits, We will not be liable to You or any person for any direct, indirect, incidental, special or consequential loss or damages or any loss of revenue or profits whatsoever even where We have been advised of the possibility of such loss or damage, or where such loss or damage may be foreseeable.
14.2 In the event that any statute implies terms into this Agreement which cannot be lawfully excluded, or where We cannot be partially or wholly excluded, Our liability for breach of any such implied term and Our liability will be limited to payment to You of any amount equal to the Subscription Fee paid by You.
15.1 You will at all times indemnify Us and hold Us harmless against any loss, costs, expenses, demands or liability, whether direct or indirect, (Loss or Liability) incurred by Us arising out of a claim, demand, suit, action or proceeding by a third party against Us where such Loss or Liability arose out of, in connection with, or in respect of, Your use of the GO Software and Services or alleging that the You have infringed any intellectual property rights. This obligation shall survive any termination of this Agreement.
16.1 The Parties agree:
a.to apply a construction of each provision of this Agreement that creates a legal and enforceable provision;
b.that any illegal or unenforceable provision will be severed from this Agreement and will not affect the continued operation of the remaining provisions; and
c.to use their best endeavours to replace any severed provision having a commercial import as close as possible to the severed provision.
17. ENTIRE AGREEMENT
17.1 These Terms and Conditions:
a.exclude all conditions, warranties and terms implied by custom, general law or statute (except ones that by law may not be excluded);
b.is the entire Agreement between the Parties about its subject matter; and
c.in relation to that subject matter, supersedes any prior:
i.understanding or Agreement between the Parties; and
ii.condition, warranty, indemnity or representation imposed, given or made by a Party.
18. GOVERNING LAW
18.1 By Subscribing to the Services, You agree that this Agreement will be governed by and construed in accordance with the laws of the State of Western Australia and You agree to submit to the exclusive jurisdiction of Western Australia’s courts and any courts which have jurisdiction to hear appeals from any of those courts.