GENERAL TERMS AND CONDITIONS

OPERATIVE PART:

  1. INTERPRETATION
    1. In this Agreement unless the context requires otherwise:
  1. The singular includes the plural and vice versa.
  1. A reference to one gender includes a reference to all other genders.
  1. A reference to a party that is a corporation includes a reference to all related corporations as that term is defined under the Corporations Act (Cth) 2001.
  1. Headings to clauses are included for the sake of convenience only and do not affect the interpretation of the clauses to which they relate.
  1. References to any statute or statutory provision includes that statute or statutory provision as amended, extended, consolidated or replaced by subsequent legislation and any orders, regulations, instruments or other subordinate legislation made under the relevant statute.
  1. This Agreement binds each party’s legal personal representatives, successors and assigns.
  1. Where a party comprises two or more persons the rights and obligations of such persons pursuant to this Agreement will endure for the benefit of and bind all of them jointly and each of them severally.
  1. All amounts are in Australian Dollars.

(i) The Order Form and the General Terms and Conditions constitute this Agreement.

    1. In this Agreement, unless the context requires otherwise, the following expressions have the following meanings:

Actual Implementation Date” means the date when the Solution has been finalised by Get Digital Flow Pty Ltd for the benefit of the Customer.

Agreement” means this Service Agreement, comprising the Order Form and the General Terms and Conditions, between Get Digital Flow Pty Ltd and the Customer.

Business Days” means Mondays to Fridays except for public holidays in New South Wales.

Commencement Date” means the commencement date specified in the Order Form.

Confidential Information” means all confidential information of or in connection with Get Digital Flow Pty Ltd, its related entities or bodies corporate, business associates, and includes without limitation, the following information of Get Digital Flow Pty Ltd or connected with its activities, dealings and proposals: Get Digital Flow Pty Ltd and its related parties computerised or electronic systems and processes, written materials or video training materials, the Materials, custom written guides and training material, financial information, new ideas, strategies, product and service plans, unpublished works, marketing plans and studies, forecasts, computer programs, databases, computer codes, software ideas, know-how, technologies, concepts and designs, Intellectual Property Rights, research projects and all information connected with research and development efforts, records, technical specifications, product design, and any document that is marked or which the Customer is informed is confidential or that the Customer ought reasonably to know is confidential to Get Digital Flow Pty Ltd, its related parties or any third party.

Customer” means the person set out in the Order Form as the customer, engaging Get Digital Flow Pty Ltd to provide the Services and Solutions and includes the Customer’s employees, the Customer’s representatives and the Customer’s associates.

Customer Content” means any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information content, display or material provided by the Customer to Get Digital Flow Pty Ltd.

Designated Premises” means the designated premises for the Service or Solution to be provided as set out in the Order Form.

Duration of Service Period” means the duration of the service period as set out in the Order Form.

Estimated Implementation Date” means the estimated implementation date for the Solution as set out in the Order Form.

Expiration Date” means the expiration date as set out in the Order Form.

Force Majeure Event” means any event or circumstance or combination of events and circumstances which is beyond the control of Get Digital Flow Pty Ltd and is not a risk for which Get Digital Flow Pty Ltd is responsible for under this Agreement and cannot, or the effects of which cannot, be prevented, overcome or remedied by the exercise of a standard of care and diligence reasonably expected of Get Digital Flow Pty Ltd.

General Terms and Conditions” means these general terms and conditions between the Customer and Get Digital Flow Pty Ltd.

Get Digital Flow Pty Ltd” means Get Digital Flow Pty Ltd ACN 606 580 894.

Intellectual Property Rights” means all intellectual property rights at any time protected or capable of being protected by statute or common law including copyright, trademarks, patents, registered designs and rights in and to designs and any application or right to apply for registration of these rights including or in connection with, the Materials, this Agreement, inventions, ideas, discoveries, designs, models, source codes, software, reports and proposals in connection with the Services and Solutions or any business conducted by Get Digital Flow Pty Ltd.

Marketing” means email marketing, print marketing and online marketing.

Materials” means the processes, techniques, presentations, methodologies, precedents and materials used by Get Digital Flow Pty Ltd in the provision of the Services.

Notice” means a notice in accordance with the provisions of this Agreement.

Order Form” means the order form on the first page of this Agreement and forming part of this Agreement.

Payment Date” means the payment date set out in the Order Form.

Penalty Interest” means an interest rate of 12% per annum.

Recurring Solutions” means an online subscription (including but not limited to Google Apps for Work and WordPress Hosting & Maintenance amongst others) or a maintenance solution provided by Get Digital Flow Pty Ltd.

Requested Information” means information requested from the Customer by Get Digital Flow Pty Ltd in connection with the Services and Solutions or required for Get Digital Flow Pty Ltd to perform the Services and Solutions.

Revision” means a minor amendment to any of the Services and Solutions, performed by Get Digital Flow Pty Ltd for the benefit of the Customer, requested prior to final approval being given to Get Digital Flow Pty Ltd by the Customer and prior to the Service or Solution being completed.

Services” means the consulting, coaching, training and mentoring services provided by Get Digital Flow Pty Ltd and set out in the Order Form.

Session” means a Session where Services are performed or have arranged to be performed by Get Digital Flow Pty Ltd for the benefit of the Customer.

Social Media” means customisation and content management for social media channels.

Solutions” means the Workflow Website, Social Media and Marketing solutions provided by Get Digital Flow Pty Ltd and set out in the Order Form.

“Termination” means termination of this Agreement.

“Timetable For The Provision Of Services And Solutions” means the timetable for the provision of the services (if any) set out in the Order Form.

Total Payment Amount” means the total amount agreed to be paid by the Customer to Get Digital Flow Pty Ltd for the provision of the Services and/or the Solutions and includes the Total Payment Amount (Solutions – One Time), Total Payment Amount (Services and Solutions) and Total Payment Amount (Solutions – Recurring) as the case may be and as set out in the Order Form.

Total Payment Amount (Services and Solutions)” means the payment Total Payment Amount for the Services and Solutions as set out in the Order Form.

Total Payment Amount (Solutions – One Time)” means the payment amount for the once off Solutions as set out in the Order Form.

Total Payment Amount (Solutions – Recurring)” means the payment amount for the Recurring Solutions as set out in the Order Form.

Website” means the website created or developed, or in the process of being created or developed, for the Customer by Get Digital Flow Pty Ltd as part of the Solutions.

Workflow” means workflow productivity solutions and includes, but is not limited to, Google applications for business and accounting software.

  1. PAYMENT

Consideration

    1. The Customer agrees to pay the Total Payment Amount to Get Digital Flow Pty Ltd in return for the Services and Solutions.
    1. Get Digital Flow Pty Ltd agrees to provide the Services and Solutions to the Customer at the Designated Premises in accordance with the Terms and Conditions of this Agreement.

Goods and Services Tax

    1. The Customer agrees to pay any applicable Goods and Services Tax charged to the Customer in respect of the Services, the Solutions or the Total Payment Amount and the Customer acknowledges that the Total Payment Amount provided to the Customer by Get Digital Flow Pty Ltd may be the Goods and Services Tax exclusive amount in which case Goods and Services Tax still remains payable by the Customer.  

Penalty Interest

    1. If the Customer fails to pay Get Digital Flow Pty Ltd the Total Payment Amount then the Customer shall pay Penalty Interest to Get Digital Flow Pty Ltd on all monies outstanding, calculated on and from the date on which the Total Payment Amount was due to Get Digital Flow Pty Ltd.
    1. Such monies together with interest owing, under this Agreement, shall be a debt due from the Customer to Get Digital Flow Pty Ltd.

Method of Payment

2.6 The Total Payment Amount must be paid by way of PayPal, cheque or bank transfer or any other method specified by Get Digital Flow Pty Ltd from time to time.

Payment For Solutions

2.7 Payment on Solutions (except for Recurring Solutions) must be made by the Customer to Get Digital Flow Pty Ltd as follows:

  1. Fifty percent (50%) of the Total Payment Amount must be paid prior to the Commencement Date of any work by Get Digital Flow Pty Ltd; and
  1. Fifty percent (50%) of the Total Payment Amount must be received within 30 (thirty) days after the Actual Implementation Date.

2.8 In the case of Recurring Solutions the Total Payment Amount must be paid prior to the Commencement Date of any work by Get Digital Flow Pty Ltd.

Legal Title

    1. Until the Total Payment Amount is paid in full in respect of Solutions, the absolute legal title in the Solutions vests with Get Digital Flow Pty Ltd.

Immediate Payment

2.10 One Hundred Percent (100%) of the Total Payment Amount is payable immediately to Get Digital Flow Pty Ltd in respect of Solutions if the Actual Implementation Date is more than 60 days from the Estimated Implementation Date  where the delay is not due to any fault of Get Digital Flow Pty Ltd.

Payment For Services

2.11 As consideration for Get Digital Flow Pty Ltd providing the Services for the Customer’s benefit, the Customer agrees to provide the Payment Amount to Get Digital Flow Pty Ltd on or before the Payment Date and the Total Payment Amount must be paid by the Customer prior to the Service being provided by Get Digital Flow Pty Ltd.

  1. REFUNDS, RESCHEDULING, REVISIONS, AND EXTENSIONS

Refunds

    1. If the Customer has already paid for work and the Service or the Solutions remain only partially completed by Get Digital Flow Pty Ltd, then the Customer is entitled to a full or partial refund of the Total Payment Amount as agreed between Get Digital Flow Pty Ltd and the Customer.
    1. No refund will be paid by Get Digital Flow Pty Ltd to the Customer if the Service or Solution cannot be completed as a result of the Customer failing to provide Requested Information to Get Digital Flow Pty Ltd.

Rescheduling

    1. In the case that a Customer has paid, all or part of the Total Payment Amount, and the Customer cancels a Session within 48 hours of the scheduled Session, then Get Digital Flow Pty Ltd at its sole discretion may:
  1. provide the Customer with a 50% return of all or part of the Total Payment Amount already paid to Get Digital Flow Pty Ltd; or
  1. credit 50% of all or part of the Total Payment Amount already paid to the Customer’s next booked Session.
    1. If a Customer gives less than 24 hours’ Notice of the cancellation, then the Session may be deemed to have taken place and the Customer forfeits the Total Payment Amount already paid.

3.5 If Get Digital Flow Pty Ltd cancels a Session then the Session will be rescheduled at an agreed time at no additional cost to the Customer.

Revisions

    1. The Customer is able to provide a Notice to Get Digital Flow Pty Ltd for the sole purpose of requesting a Revision to the Services and Solutions which shall be effective only upon the written acceptance of the request by Get Digital Flow Pty Ltd. However, Get Digital Flow Pty Ltd is entitled to accept, reject or modify any such request for Revision.

Extension Notice

    1. The Customer may provide a Notice to Get Digital Flow Pty Ltd, in accordance with the terms of this Agreement, requesting that the Timetable For The Provision Of Services And Solutions be extended.
    1. Upon receipt of the Notice requesting an extension Get Digital Flow Pty Ltd will exercise the power to determine whether or not to extend the Timetable For The Provision Of Services And Solutions and the terms and conditions to apply to any extension of the Timetable For The Provision Of Services And Solutions.
  1. CONFIDENTIALITY

4.1 During the course of Get Digital Flow Pty Ltd’s appointment, Confidential Information may come to the Customer’s possession or control. All Confidential Information is totally confidential whether or not there is a statement to that effect attached to the information.

4.2 The Customer is required during Get Digital Flow Pty Ltd’s appointment and at all times after Get Digital Flow Pty Ltd’s appointment has ended to keep the Confidential Information confidential, unless otherwise required by law or Court Order to disclose such Confidential Information.

4.3 The Confidential Information the Customer receives will only cease to be confidential if it becomes publicly known other than as a result of a breach of a confidentiality obligation.

4.4 The Customer agrees not to duplicate any Confidential Information or permit any of the Customer’s employees, the Customer’s representatives, or any third party to copy, reproduce, divulge, publish, or circulate any Confidential Information without first obtaining written Notice from Get Digital Flow Pty Ltd authorising that copying, reproduction, divulgence, publishing, or circulation.

  1. INTELLECTUAL PROPERTY RIGHTS

Customer’s Assignment of Intellectual Property

    1. The Customer assigns and transfers to Get Digital Flow Pty Ltd the Customer’s right, title and interest in and to all Intellectual Property Rights (anywhere in the world) and all rights of action, damages and other relief recoverable in respect of infringements of Intellectual Property Rights (anywhere in the world) in regards to any Intellectual Property created, discovered or developed by Get Digital Flow Pty Ltd after the date of this Agreement, either solely or jointly with others:
  1. Which have been developed for use by Get Digital Flow Pty Ltd, its related entities or its beneficiaries or other parties it deals with.
  1. In respect of which Get Digital Flow Pty Ltd has been remunerated under this Agreement.
  1. Which relate to the appointment of Get Digital Flow Pty Ltd in accordance with this Agreement.
  1. Utilising any time, material or facilities of Get Digital Flow Pty Ltd or of any of its related entities.
  1. Relating in any way to Get Digital Flow Pty Ltd, services, products, processes or other activities of Get Digital Flow Pty Ltd or of any of its related entities.
    1. The Customer must not at any time use or reproduce the Intellectual Property or the Materials in any manner, shape or form (except for the Customer’s own personal use) and shall ensure that none of the Customer’s servants, agents or any related bodies corporate use or reproduce the Materials in any manner, shape or form.
  1. GET DIGITAL FLOW PTY LTD WARRANTIES

Get Digital Flow Pty Ltd warrants to the Customer that:

6.1 Get Digital Flow Pty Ltd will comply, conduct itself, act and perform the Services and Solutions, at all times in accordance with the local, State and Federal legislation, by-laws, orders and notices of all government, municipal and statutory authorities relating to the Services and Solutions.

  1. LIMITATION OF LIABILITY

Generally

7.1 The Parties agree that the following limitations apply to any liability imposed upon Get Digital Flow Pty Ltd:

  1. Get Digital Flow Pty Ltd does not warrant that the Services and Solutions will meet the Customer’s requirements or that the Services and Solutions will be uninterrupted or error free.
  1. The entire risk as to the quality and the performance of the Services and Solutions is with the Customer.
  1. The Customer agrees not to take any action whatsoever for any loss that the Customer suffers as a result of Get Digital Flow Pty Ltd ceasing or suspending the provision of any Services and Solutions as a result of the Customer not fulfilling any payment obligations under this Agreement.
  1. Get Digital Flow Pty Ltd, its subsidiaries, affiliates, officers, agents, partners, representatives, or employees shall not be liable to the Customer for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for damages to property, loss of profits or revenue, loss of data, goodwill, or any other tangible and intangible losses, even if Get Digital Flow Pty Ltd has been advised of the possibility of such damages arising.
  1. The Customer agrees that Get Digital Flow Pty Ltd and Get Digital Flow Pty Ltd employees are not responsible for any loss or damage caused by Customer’s failure to carefully review or inspect any disposed items. The Customer also agrees that Get Digital Flow Pty Ltd and its employees are not liable for any loss or damage, including consequential damages, the Customer sustains as the result of Services and Solutions provided to the Customer by Get Digital Flow Pty Ltd, or its employees, under this Agreement, including any loss or damage caused by the negligence or fault of Get Digital Flow Pty Ltd or its employees.
  1. Get Digital Flow Pty Ltd is engaged by the Customer solely as an independent contractor. Get Digital Flow Pty Ltd at all times acts as an independent contractor and Get Digital Flow Pty Ltd has no authority to bind or represent any other party in any way. The Customer shall not hold any third party liable for any act, matter or thing done or to be done by Get Digital Flow Pty Ltd in or as a result of the provision of the Solutions or the Services.
  1. Get Digital Flow Pty Ltd may engage or employ others, to conduct the Solutions or Services, as Get Digital Flow Pty Ltd sees fit from time to time, and the Customer agrees to release any employee, contractor, consultant and any other third party whatsoever for any breach of this Agreement and the Customer indemnifies Get Digital Flow Pty Ltd against all actions, proceedings, liabilities, claims damages, costs and expenses arising out of or in any way relating to that employment or engagement.
  1. The Customer will review all materials recommended by Get Digital Flow Pty Ltd to be disposed of by means of recycling, shredding, donation, resale, or any other means agreed to between the Customer and Get Digital Flow Pty Ltd.

Services Warranties and Acknowledgements

    1. Get Digital Flow Pty Ltd makes no representation or warranty to the Customer that any of the methods utilised in the delivery of the Services will work for the Customer’s particular circumstances. The Customer will not hold Get Digital Flow Pty Ltd responsible for the failure (in whole or part) to achieve any of the Customer’s goals.

Solutions Warranties and Acknowledgements

    1. Get Digital Flow Pty Ltd will not be responsible for any adverse impacts on search engine or directory rankings caused by changes made to the Solutions by the Customer and/or any third parties.
  1. CUSTOMER WARRANTIES AND ACKNOWLEDGEMENTS

Generally

8.1 The Customer provides the following warranties and acknowledgements in accordance with this Agreement.

(a) Get Digital Flow Pty Ltd is excluded from any liability to the Customer, of any kind, in regards to the Solutions and Services howsoever arising, whether or not connected with this Agreement.

(b) The Customer expressly warrants to Get Digital Flow Pty Ltd, to the full extent permitted by law, that all information provided by the Customer is accurate and not misleading.

(c) The Customer holds Get Digital Flow Pty Ltd harmless and indemnifies Get Digital Flow Pty Ltd against any loss, cost or expense resulting from the use and implementation of the Services and Solutions provided by Get Digital Flow Pty Ltd.

(d) The Customer agrees to review and test any Solutions provided by Get Digital Flow Pty Ltd for grammatical, spelling, graphical errors and coding bugs and it is the Customer’s sole responsibility to notify Get Digital Flow Pty Ltd of any such errors to the Solutions immediately upon becoming aware of such error.

(e) The Customer agrees to provide feedback and Revisions to Get Digital Flow Pty Ltd within an agreed upon date/time frame after any receipt of the draft of the Solutions is provided to the Customer.

(f) The Customer is not entitled to a refund of any or all of the Total Payment Amount if the Customer decides that the Customer does not want the Solution or Service.

Services Warranties and Acknowledgements

    1. The Sessions may be personally, emotionally and physically challenging and that the Customer may feel emotional challenges including, but not limited to, frustration, annoyance or stress.
    1. The Customer must make all efforts and schedule all Sessions at such times to ensure the Customer’s peak physical, mental and emotional state and condition necessary for the conduct of the Session and the Customer hereby agrees to cancel any Session in the event that the Customer is not well enough to continue with the Session.
    1. The Customer will not hold Get Digital Flow Pty Ltd liable for any loss or cost incurred by the Customer (or any person related to the Customer) in the event of mental, physical, emotional stress or distress (or other ailment or condition) caused either directly or indirectly in relation to the Sessions and the Customer agrees to indemnify Get Digital Flow Pty Ltd in the event of any such claim.
    1. The Customer agrees to perform all actions forming part of the Sessions and also carry out any act, matter or thing in preparation for future Sessions as determined by the Customer or requested by Get Digital Flow Pty Ltd.

Solutions Warranties and Acknowledgements

    1. The Customer acknowledges that it is responsible for acquiring and purchasing a domain name if needed in order for Get Digital Flow Pty Ltd to perform the Solutions and where applicable the Customer must provide all login details to the domain name, hosting and control panel details immediately upon request, in order for Get Digital Flow Pty Ltd to develop and perform the Solutions.
    1. Get Digital Flow Pty Ltd is not responsible for any errors, grammatical or otherwise found in submitted Materials the Customer provides towards the development of their Solutions.
    1. The Customer acknowledges that a maximum of three (3) Revisions are reasonable and any more than 3 Revisions will require an additional Payment from the Customer to Get Digital Flow Pty Ltd at the amount specified by Get Digital Flow Pty Ltd.
    1. The Customer acknowledges that the Customer has the sole responsibility for files and data transferred, all appropriate back up files and data stored on Get Digital Flow Pty Ltd’s servers.
    1. The Customer acknowledges that Get Digital Flow Pty Ltd has no control over the policies of search engines or directories with respect to the type of websites and/or Customer Content that may be accepted for search result and ranking purposes, including any policies relating to algorithm of search results.
  1. INDEMNITIES

The Customer holds Get Digital Flow Pty Ltd harmless and indemnifies Get Digital Flow Pty Ltd (and its subsidiaries, affiliates, officers, related parties, employees, contractors, agents, co branders or other partners) from and against any claims (including third party claims), actions, liabilities, damages, costs, charges or expenses (including but not limited to legal fees) Get Digital Flow Pty Ltd incurs or becomes liable to pay in respect of the subject matter of this Agreement, the Customer Content, the Services and Solutions, Confidential Information, Intellectual Property Rights, including any action taken by third parties against the Company and in respect of the subject matter of this Agreement or the Services and Solutions.

  1. NOTICES

10.1 Service of any Notice under or relating to this Agreement shall be sufficiently served:

  1. If delivered personally to the Customer.
  1. If left at or sent by pre-paid registered post to the address of the Customer as set out in the Customer’s description in the Order Form, and in the case of posting, such Notice shall be deemed to have been duly served on the second day after such Notice has been posted.
  1. If emailed to the last known email address of the Customer and, in the case of emailing, shall be deemed to have been duly served at the time such email transmission is sent.
  1. If sent by facsimile transmission to the last known facsimile number of the Customer and, in the case of a facsimile notice, shall be deemed to have been duly served at the time such facsimile transmission is sent.

10.2 A Notice must be served upon Get Digital Flow Pty Ltd by pre-paid registered post to the following address:

Address: Unit 2, Level 6, 12 O’Connell Street, Sydney, NSW 2000

10.3 A Notice served upon Get Digital Flow Pty Ltd shall be deemed to have been duly served on the second day after such Notice has been posted.

  1. TERMINATION

11.1 Either the Customer or Get Digital Flow Pty Ltd can bring this Agreement to an immediate end if any of the following events occur:

    1. A receiver or manager, controller, administrator, liquidator, provisional liquidator, trustee, official manager or similar person under the laws of any jurisdiction is appointed to or exists in relation to either Get Digital Flow Pty Ltd or the Customer.
    1. Any action is taken by a competent authority with a view to striking the Customer’s name off any register of companies or businesses as the case may be.
    1. Either the Customer or Get Digital Flow Pty Ltd breaches a term of this Agreement and fails to remedy such breach within thirty (30) days of receiving written Notice from the other party requiring it to do so.

Suspension and Termination By Get Digital Flow Pty Ltd

11.2 Get Digital Flow Pty Ltd may terminate or suspend this Agreement immediately upon providing written Notice to the Customer if:

  1. The Customer does, or fails to do as the case may be, anything that in the opinion of Get Digital Flow Pty Ltd may affect Get Digital Flow Pty Ltd’s ability to perform its obligations, or exercise any rights, under this Agreement.
  1. If a Force Majeure Event occurs and continues beyond one (1) month from the date of occurrence of such event.
  1. The Customer cancels more than three (3) scheduled Sessions.
  1. The Customer fails to perform or observe any of the terms of this Agreement and the Customer fails to remedy such breach within 5 Business Days from receipt of a Notice from Get Digital Flow Pty Ltd to remedy that breach.
  1. Any cheque drawn or endorsed by the Customer fails for the purposes of this Agreement has been dishonored and the Customer fails to honor such cheque within 5 Business Days of a Notice from Get Digital Flow Pty Ltd to remedy the defect.
  1. If the Customer fails to provide Requested Information to Get Digital Flow Pty Ltd, as soon as possible after requested to do so by Get Digital Flow Pty Ltd, to enable Get Digital Flow Pty Ltd to commence or complete the Services and Solutions.
  1. The Customer does not pay the Total Payment Amount in accordance with this Agreement, in which case Get Digital Flow Pty Ltd has the sole discretion to either cease or suspend providing the Services and Solutions until Payment is received, or terminate this Agreement.

Termination By The Customer

    1. The Customer is entitled to terminate this Agreement prior to the Expiration Date in the case that Get Digital Flow Pty Ltd does not perform its obligations under this Agreement, the Customer has given Get Digital Flow Pty Ltd Notice of the failure, and Get Digital Flow Pty Ltd has been afforded at least 21 days form the Notice to rectify the failure to perform the obligations under this Agreement.  

Consequences of Termination Or Suspension

11.4 If this Agreement is validly terminated by Get Digital Flow Pty Ltd prior to the Expiration Date, or before all agreed to Sessions have been performed, then the Customer must immediately pay Get Digital Flow Pty Ltd the balance (if any) of the Total Payment Amount together with any other Payment Amount owed by the Customer to Get Digital Flow Pty Ltd under this Agreement (if any).

11.5 Upon termination of this Agreement Get Digital Flow Pty Ltd shall immediately cease to be liable to the Customer in respect of any outstanding obligations regarding the Services or the Solutions.

    1. In the event of a suspension or termination for any reason whatsoever, Get Digital Flow Pty Ltd shall be under no obligation to provide the Customer with copies of any information, materials or data developed or created by Get Digital Flow Pty Ltd for the purpose of carrying out the Services and Solutions.
  1. ASSIGNMENT

The Customer shall not assign its interests under this Agreement without the consent in writing of Get Digital Flow Pty Ltd.

  1. SEVERABILITY

In the event of any clause or part of a clause of this Agreement being invalid, illegal, unlawful or otherwise being incapable of enforcement, that clause or part of that clause shall be deemed to be severed from this Agreement and of no force and effect but all other clauses and parts of clauses of this Agreement shall nevertheless prevail and remain in full force and effect and be valid and fully enforceable and no clause or part of a clause of this Agreement shall be construed to be dependent upon any other clause or part of a clause unless so expressed herein.

  1. WAIVER

The failure by either party at any time to enforce any of the provisions of this Agreement or any rights or to exercise any election in respect of this Agreement shall not be a waiver of such provisions rights or elections or affect the validity of this Agreement.

  1. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between Get Digital Flow Pty Ltd and the Customer as to the subject matter and renders all previous communications and representations with respect to this Agreement invalid.

  1. FURTHER ASSURANCE

Each party to this Agreement shall do, sign and execute all acts, deeds, documents and things as may be reasonably required by the other party to effectively carry out and give effect to the terms of this Agreement.

  1. PROPER LAW

This Agreement shall be governed by and construed pursuant to the laws of New South Wales and the parties agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales in connection with any dispute or other matter relating to this Agreement.

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