TERMS AND CONDITIONS
In this Agreement, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean XENON Systems Pty Ltd (ACN 074 339 316). We and you are each a Party to these Terms, and together, the Parties.
This Agreement forms our contract with you and sets out our obligations as a service provider and your obligations as a customer. You cannot purchase our Goods or use our Services unless you agree to this Agreement.
Some capitalised words in this Agreement have defined meanings, and each time that word is used in this Agreement it has the same meaning. You can find a list of the defined words and their meaning at the end of this Agreement.
For questions about this Agreement, or to get in touch with us, please email info@xenon.com.au.
Our Disclosures
Please read this Agreement carefully. We draw your attention to the fact that:
- we will handle your personal information in accordance with our privacy policy, available on our website here; and
- clause 11 (Liability) which sets out exclusions and limitations to our liability under this Agreement.
This Agreement does not intend to limit your rights and remedies at Law, including any of your Consumer Law Rights.
1. Engagement and Term
This Agreement applies from the Commencement Date until the date that is the earlier of:
(a) the date set out in the Quote;
(b) the date the provision of the Goods and/or Services is completed (as reasonably determined by us); or
(c) the date on which these Terms are terminated, (Term)
2. Supply of Goods and Services
2.1 In consideration of your payment of the Fees, we will provide the Goods and Services (as applicable) in accordance with this Agreement, whether ourselves or through our Personnel.
2.2 If this Agreement expresses a time within which the Goods and Services (as applicable) are to be supplied, we will use reasonable endeavours to provide the Goods and Services (as applicable) by such time, but you agree that such time is an estimate only.
2.3 Third Party Products or Services:Where you engage third parties to operate alongside our Services (for example, any third-party software systems or hardware), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services that they provide, unless we expressly agree otherwise in the Quote.
2.3 All variations to the Goods or Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the nature of the Goods or the scope of the Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
3. Delivery, Risk and Title
3.1 This clause 3 applies to the extent that we agree to provide you with Goods in the Quote.
3.2 If we are responsible for delivering the Goods to you, we will use reasonable endeavours to deliver the Goods by the time agreed between the Parties, and risk in the Goods will pass to you once we have delivered the Goods to the agreed delivery location. Unless specified otherwise in the Quote, you will be responsible for the costs of delivery.
3.3 If you are responsible for collecting the Goods from us, you must collect the Goods by the time agreed between the Parties, and risk in the Goods will pass to you once you have collected the Goods from the agreed collection location. Unless otherwise specified in the Quote, you will be responsible for the costs of collection.
3.4 Title in the Goods will only pass to you on the date that you pay the relevant Fees in full in accordance with this Agreement.
3.5 Where Goods are supplied to you without payment in full, you:
(a) are a bailee of the Goods until title in them passes to you;
(b) irrevocably appoint us to be your attorney to do all acts and things necessary to ensure our retention of title to the Goods, including the registration of any security interest in our favour with respect to the Goods; and
(c) must not allow any other person to have or acquire any security interest in the Goods without our prior written consent.
3.6 Where we supply you with Goods from third parties, these may come with warranties against defects from those third parties (which we will pass on to you), but we provide no other warranty in respect of such Goods unless otherwise set out in the Quote.
4. Third Party Software
4.1 This clause 4 applies to the extent that we agree to provide you with access to third party software in the Quote.
4.2 We agree to make the Software available to you as part of the Services, where set out in the Quote.
4.3 During the Term, or as otherwise specified in the Quote, we grant you and your Authorised Users a right to use the Software (which may be suspended or revoked in accordance with this Agreement). This right cannot be passed on or transferred to any other person, unless we agree otherwise in writing.
4.4 You acknowledge and agree that the Software may be subject to additional terms and conditions which you must agree to in order to use and access the Software.
4.5 You may invite Authorised Users to access and use the Software under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use the Software. You are responsible for ensuring that your Authorised Users comply with any terms and conditions for the Software. You and your Authorised Users must keep your information up-to-date, keep usernames and passwords secure and confidential, and notify us if you become aware of, or have reason to suspect, any unauthorised access to the Software.
4.6 You must not (and you must ensure that your Authorised Users do not):
(a) access or use the Software in any way that is improper or breaches any Law, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) interfere with or interrupt the supply of the Software, or any other person’s access to or use of the Software;
(c) introduce any viruses or other malicious software code into the Software;
(d) use any unauthorised or modified version of the Software, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Software;
(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(f) use the Software in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
(h) access or use the Software to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
4.7 We may suspend your access to the Software where we reasonably believe there has been any unauthorised access to or use of the Software (such as the unauthorised sharing of login details for the Software). If we suspend your access to the Software, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may revoke your access to the Software.
4.8 We make no guarantees that the Software will be available 100% of the time. The Software may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance. The Software may also interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by Law, we are not liable for disruptions or downtime caused or contributed to by these third parties. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Software.
4.9 Where you engage third parties to operate alongside the Software (for example, any third party software systems you wish to integrate with the Software), those third parties are independent of us and you are responsible for the goods or services they provide, unless we expressly agree otherwise in the Quote.
4.10 You obtain no Intellectual Property Rights in the Software. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features in the Software), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
5. Hosting and Back Up Services
5.1 This clause 5 applies to the extent that we agree to provide Hosting and Back-Up Services to you in the Quote.
5.2 As part of providing the Hosting and Back-Up Services, we reserve the right to perform maintenance and upgrades at any time and from time-to-time. We will use commercially reasonably endeavours to:
(a) provide you with reasonable notice of maintenance and upgrades relevant to the Hosting and Back-Up Services; or
(a) notify you as soon as practicable after becoming aware of the need for unscheduled maintenance relevant to the Hosting and Back-Up Services.
5.3 In the event of a failure in the Hosting and Back-Up Services, we will use commercially reasonable endeavours to restore Your Data that is affected by the failure. However, you acknowledge that there may be situations in which Your Data cannot be recovered or Your Data retained may be out of date.
6. Your Obligations
6.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):
(a) comply with this Agreement, all applicable Laws, and our reasonable requests;
(b) provide us (and our Personnel) with access to any premises specified in the Quote (and its facilities) and any other premises as is reasonably necessary for us to provide our Goods and Services, free from harm or risk to health or safety at the times and on the dates reasonably requested by us or as agreed between the Parties;
(c) provide us (and our Personnel) with access to your Systems as necessary for us to provide the Services;
(d) provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide our Goods and Services; and
(e) not (or not attempt to) disclose, or provide access to, our Goods and Services to third parties without our prior written consent.
6.2 You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 6.
7. Fees and Payment
7.1 In consideration for us providing the Goods and Services (as applicable), you agree to pay all amounts due under this Agreement in accordance with the Payment Terms.
7.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at Law):
(a) after a period of 5 Business Days from the relevant due date, cease supplying our Goods and Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs);
(b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms; and/or
(c) enter any premises where the unpaid Goods are stored or held, for the purpose of retrieving and taking possession of those Goods, and you agree to provide any access, items and consents required to enable us to do so.
7.3 When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
8. Intellectual Property
8.1 As between the Parties:
(a) we own all Intellectual Property Rights in Our Materials;
(b) you own all Intellectual Property Rights in Your Materials; and
(c) nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
8.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will vest:
(a) where the New Materials are Deliverables that we have developed for you as specifically set out in the Quote, in you after payment by you in full of the Fees relevant to those New Materials; and
(b) in all other cases, in us upon creation, and to the extent that ownership of such Intellectual Property Rights does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.
8.3 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Our Materials that we provide to you solely for your use and enjoyment of our Goods and Services, as contemplated by this Agreement.
8.4 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth)) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing of our obligations or exercising our rights under this Agreement.
8.5 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.
Your Data
8.6 We do not own any of Your Data, but when you provide us with Your Data, you grant us the right to access, analyse, back-up, copy, store, transmit and otherwise use Your Data during the Term (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
(a) supply the Services to you and your Personnel (for example, to enable you and your Personnel to access and use the Services), and otherwise perform our obligations under this Agreement;
(b) diagnose problems with the Services;
(c) improve and develop the Services; or
(d) perform analytics for the purpose of remedying bugs or issues with the Services.
8.7 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted.
8.8 You are responsible for (meaning we are not liable for):
(a) the integrity of Your Data on your Systems;
(b) where Your Data includes Personal Information, ensuring that you have the right to collect and disclose such Personal Information to us in accordance with the Privacy Act 1988 (Cth) and other applicable Laws relating to privacy; and
(c) unless otherwise agreed in the Quote, backing up Your Data.
8.9 We may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
8.10 You acknowledge and agree that if you do not provide Your Data to us, it may impact your ability to receive the Services.
8.11 This clause 8 will survive termination or expiry of this Agreement.
9. Confidential Information
9.1 Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party (subject to subclause 1(c));
(a) to protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;
(a) to only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with this Agreement, provided those Personnel keep the Confidential Information confidential in accordance with this clause 9; and
(a) to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under this Agreement.
9.2 The obligations in clause 9.1 do not apply to Confidential Information that:
(a) is required to be disclosed for the Parties to comply with their obligations under this Agreement;
(b) is authorised in writing to be disclosed by the Disclosing Party;
(c) is in the public domain or is no longer confidential, except as a result of a breach of this Agreement or other duty of confidence; or
(d) must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) the Receiving Party has given the Disclosing Party notice prior to disclosure.
9.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 9. A Party is entitled to seek an injunction, or any other remedy available at Law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 9.
9.4 This clause 9 will survive the termination of this Agreement.
10. Australian Consumer Law
10.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of our Goods and Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in this Agreement excludes those Consumer Law Rights.
10.2 Subject to your Consumer Law Rights, we provide all material, work, goods and services (including our Goods and Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in this Agreement.
10.3 This clause 10 will survive the termination or expiry of this Agreement.
11. Liability
11.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:
(a) neither Party will be liable for Consequential Loss;
(b) a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
(c) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to:
(i) replacing the Goods or the supply of equivalent Goods, or the payment of the cost of replacing the Goods or of supplying equivalent Goods;
(ii) repairing the Goods, or the payment of the cost of having the Goods repaired; or
(iii) supplying the Services again or paying the cost of having the Services supplied again; and
(d) our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to the Fees paid by you to us in respect of the supply of the relevant Goods and Services to which the Liability relates.
11.2 This clause 11 will survive the termination or expiry of this Agreement.
12. Term and Termination
12.1 This Agreement will operate for the Term.
12.2 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.
12.3 Upon expiry or termination of this Agreement:
(a) we will immediately cease providing the Goods and/or Services;
(b) without limiting and subject to your Consumer Law Rights, any payments made by you to us for Goods and Services already supplied are not refundable to you;
(c) you are to pay for all Goods and Services supplied prior to termination, including Goods and Services which have been supplied and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
(d) you agree to grant us such rights of access to any premises where the Goods are located to allow us (or our Personnel) to recover or repossess any Goods which we retain title to;
(e) by us pursuant to clause 2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
(f) we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 9.
12.4 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
12.5 This clause 12 will survive the termination or expiry of this Agreement.
13. General
13.1 Amendment: Subject to clauses 2.4 and 2.4, this Agreement may only be amended by written instrument executed by the Parties.
13.2 Assignment: Subject to clauses 13.3 and 13.10, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
13.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
13.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre.
13.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
13.6 Governing Law: This Agreement is governed by the laws of Victoria, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria, Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
13.7 Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
13.8 Publicity: Despite clause 9, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of our Goods and Services to you, including on our website or in our promotional material.
13.9 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
13.10 Subcontracting: We may subcontract the supply of any part of our Goods and Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
14. Definitions
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Quote, and:
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.
Account means an account accessible to you for the use of the Software, under which Authorised Users may be granted with access to the Software.
Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.
Authorised Users means your Personnel that are authorised to use the Software.
Business Day means a day on which banks are open for general banking business in Melbourne, Victoria, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date that is the earlier of:
(a) the date that you accept the Quote;
(b) the date that you ask us to begin supplying the Goods or Services; or
(c) the date that you make part or full payment of the Price.
Confidential Information means information which:
(a) is disclosed to the Receiving Party in connection with this Agreement at any time;
(b) relates to the Disclosing Party’s business, assets or affairs; or
(c) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Fees will not constitute “Consequential Loss”.
Consumer Law Rights has the meaning given in clause 10.1.
Deliverables means any materials, goods, items or other deliverables we have agreed to provide to you, as set out in the Quote.
Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.
Fees means the fees set out in the Quote, as adjusted in accordance with this Agreement.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Goods means the goods to be supplied as set out in the Quote, as adjusted in accordance with this Agreement.
Hosting and Back-Up Services means the provision of server hosting infrastructure, data storage, system monitoring, maintenance, and data backup and recovery services by us as set out in the Quote, including but not limited to cloud hosting services, server management, data replication, disaster recovery solutions, and related technical support services.
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of our Goods and Services
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.
New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of our Goods and Services, whether before or after the date of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.
Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.
Payment Terms means the timings for payment of the Fees and any other amounts payable under this Agreement, as set out in the Quote.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Receiving Party means the Party receiving Confidential Information from or on behalf of the Disclosing Party.
Services means the services set out in Quote, as adjusted in accordance with this Agreement.
Software means the software that we make available to you as part of the Services, as specified in the Quote.
Systems means all hardware, software, networks, telecommunications and other information technology systems used by a Party from time-to-time.
Quote means the document to which this Agreement is attached or incorporated.
Your Data means the information or data supplied by you and your Personnel when receiving the Services, or stored or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.
Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.
<< End of Terms and Conditions >>
Version: LV9 Sept 2025, as of 1 October 2025.