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Headings are for convenience only and do not affect the interpretation of this Agreement.

A reference to the singular includes the plural and references to the masculine include the feminine and vice versa.

An expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency.

A reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute.

A reference to a document includes an amendment or supplement to, or replacement or novation of, that document.

A reference to a party to a document includes that party's successors and permitted assigns.

This Agreement governs the Customer's right to access the Site and use the Services.

The Customer is entitled to use the Services solely for its internal business use during the Term subject to the terms and conditions of this Agreement.

The Supplier may enhance and/or alter the features of the Services at its discretion so long as it does not materially and adversely reduce the core functionality of the Services.

The Supplier, at its discretion, may make available to the Customer at an additional cost additional optional functionality in addition to the Services.

The Supplier at its discretion, may provide Additional Services to the Customer at its request. Additional Services will involve the payment of additional fees by the Customer to the Supplier.

The Supplier will handle Personal Information supplied to it by the Customer in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles and as set out in the Supplier's Privacy Policy. [http://www.shiftcare.com/privacy/]

The Supplier will give the Customer access to the Site and provide to the Customer the Services for the Term. The Services will be as described in this Agreement and on the Site.

The Supplier warrants that it will cause a daily backup of the Customer Data stored on the Site, to be made and to be held at a location other than the Data Centre.

The Data Centre is responsible for physical and cyber security. The Data Centre's representations to us about its management of such security is available here. [https://aws.amazon.com/security/]

The Supplier will maintain a Business Continuity and Disaster Recovery Policy to enable it to ensure that it can continue to provide access to the Site and the Services during the Term if an event occurs which disrupts or prevents the Customer accessing the Site and using the Services. If the Data Centre is out of commission the Supplier will implement its Business Continuity and Disaster Recovery Policy.

The Customer acknowledges and agrees that implementation of the Business Continuity and Disaster Recovery Policy is dependent on the cooperation of the Data Centre and other third party service providers and is designed to minimise rather than eliminate the impact of an event which disrupts or prevents the Customer accessing the Site and using the Services.

The Supplier is not responsible for the information that the Customer uploads or enters onto the Site or that the Customer creates using functionality available on the Site. Without limiting the generality of this responsibility and clause 8.4, the Customer warrants to the Supplier that the Customer will not upload data (or permit any data to be uploaded) to the Site unless it is the owner of that data or has the authority to upload the data. In any event the Customer (and not the Supplier) is responsible for ensuring compliance with the Privacy Act 1988 (Cth) in respect of such uploaded data.

The Customer acknowledges and agrees that the Site, the contents of the Site, the Documentation and any other information or materials that are supplied by the Supplier to the Customer during the Customer's use of the Services remain the exclusive property of the Supplier or its third party licensors.

The Supplier acknowledges and agrees that all Customer Data is owned by the Customer and is to be treated by the Supplier as Confidential Information of the Customer.

Any fees specified as part of Agreement are expressed on a GST exclusive basis unless otherwise expressly stated.

The Supplier will determine the fees payable by the Customer in respect of each month during the Term promptly after the expiry of the month by reference to the Supplier accessing its records of the Customer's use of the Site and Services and computing the amount payable.

Supplier will debit funds from customer's account based on selected plan amount.

If the Customer asserts that the Supplier's invoice is incorrect it must notify the Supplier within five days of the invoice date and provide the Supplier with details of the error or omission. The Customer may withhold payment of any invoice which has been disputed by it in good faith provided that the balance of the invoice is paid in accordance with this Agreement.

If an invoiced amount is not paid by the Customer by the due date for payment the outstanding amount accrues interest from the date of invoice to the date payment is received at the rate of 12% per annum. Overdue payments and accrued interest are payable on demand.

In order to use the Services:

• The Customer will need to access the Site by use of a supported web-browser or supported mobile browser; and
• Access and use the Documentation accessible through the Site.

The Supplier grants to the Customer a non-exclusive, non-transferable, revocable licence to use the functionality of the Site for the Term to the extent necessary to enable the Customer to use the Services.

Unless otherwise permitted by the Law, the Customer must not:

• resell, reframe, distribute or on-sell the Service provided by the Supplier to the Customer;
• Access and use the Documentation accessible through the Site.
• modify or adapt or create derivative works of the functionality of the Site;
• reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Site, except to the extent allowed by applicable law for interoperability purposes; or
• use the Site to access Services other than the Services the Customer is entitled to use.

The Supplier will use all reasonable commercial efforts to ensure that the Customer may access the Site and use the Services at any time it chooses to do so. The Customer acknowledges and agrees that:

• the Supplier does not guarantee that the Site and/or Services will be available 24 hours a day 7 days a week; and
• the Supplier's ability to provide access to the Site and provide the Services is dependent on third party suppliers to the Supplier and thus the Site and/or Services may not be available if those third party suppliers are in breach of their obligations to the Supplier.

From time to time the Supplier will need to conduct preventative and remedial maintenance on the Site and in respect of the infrastructure it deploys in the provision of the Services (Scheduled Maintenance). The Supplier will endeavour to carry out all Scheduled Maintenance outside usual business hours. In the event of an emergency, the Supplier may carry out maintenance during usual business hours and without first notifying the Customer.

The Supplier is not liable for any delay or failure to perform any of its obligations under this Agreement to the extent that the delay or failure is caused by an event beyond its reasonable control. If the Supplier is unable to perform its obligations under this Agreement for a period that lasts for longer than 60 days, either party may terminate this Agreement by written notice to the other (to take effect immediately).

The Customer must nominate one or more of its Personnel to act as the administrator in respect of the Customer's use of the Site. The nominated administrator will be responsible for managing the issue of user names and passwords to those authorised by the Customer to access and use the Site on its behalf. The nominated administrator must be a person with sufficient skill and experience in the administration of websites.

The Customer must not assign or novate this Agreement without the prior written consent of the Supplier.

The Customer must comply with the User Policies and any instructions given to the Customer by the Supplier, including in the Documentation.

The Customer must comply with all Laws when it is accessing the Site and using the Services.

The Customer must take all reasonable precautions that it maintains the security of its access to the Site and Services without limiting the generality of this obligation the Customer must not allow any person other than an Authorised User to access the Site or use the Services.

The Customer must ensure that its Authorised Users comply with the obligations imposed on the Customer under this Agreement.

The Customer acknowledges and agrees that the Supplier, subject to clause 5.2, does not monitor the Site except: (i) to provide support or improve the Services; (ii) to investigate potential or suspected criminal activity; (iii) where authorised by the Customer; or (iv) as required by the Law or to protect its rights.

Without limiting the generality of clause 8.4, the Customer must:

• collect and handle information (that is Personal Information) from its Clients in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles and not to do any act or engage in any practice which would be a breach thereof;
• comply with any directions, guidelines, determinations or recommendations of the OAIC; and
• ensure that any of its Personnel who are required to deal with Personal Information for the purposes of this Agreement are made aware of the obligations set out in this clause.

The Supplier and the Customer warrant to the other that (i) it has the requisite power and authority to enter into this Agreement and to carry out the obligations contemplated by this Agreement and (ii) it is not aware of any matter or thing that would prevent it performing its obligations under this Agreement.

Each party must treat, and ensure that its Personnel treat, as confidential, the Confidential Information of the other party.

The party who receives Confidential Information from the other party must not without the prior written consent of the other party:

• use it except in performing its obligations under this Agreement; or
• disclose it to any person except those of its Personnel and then only to those Personnel who need to know the same and who agree to be bound by these obligations of confidentiality.

The exceptions are where:

• disclosure is required by law;
• Confidential Information is in the public domain through no fault or action of the recipient, its employees, contractors or agents; or
• Confidential Information was received by the recipient on a non-confidential basis from a third party who is entitled to disclose it.

The parties must use all reasonable commercial endeavours to settle any dispute arising out of or relating to this Agreement, including with regard to its existence, validity or termination, by:

• authorised representatives of each party meeting to discuss and resolve the dispute; or (if not resolved within 30 days of notice of the existence of the dispute being given by one party to the other)
• mediation administered by the Australian Disputes Centre (ADC) before having recourse to arbitration or litigation

The mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC (Guidelines).

The terms of the Guidelines are hereby deemed incorporated into this Agreement.

Each party must participate in any mediation, conducted under this Agreement, in good faith.

Subject to clause 11.6, neither party may commence litigation or commence arbitration without first complying with clause 11.1.

Nothing in this Agreement prevents a party from seeking urgent interlocutory relief.

The Supplier is not liable to the Customer for any errors or omissions or for any loss suffered by the Customer as a result of an unsuccessful backup of either the Customer Data.

The mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC (Guidelines).

The Supplier excludes to the extent permitted by Law all other terms, conditions, warranties and guarantees which might be implied into this Agreement.

To the extent permitted by Law, the Supplier's sole liability for breach of contract, breach of statutory duty, negligence or other tort is limited, at its option, to:

• the supplying of the Services again; or
• the payment of the cost of having the Services supplied again.

The Customer does not rely on any representation, warranty or other provision made by the Supplier or on its behalf which is not expressly stated in these terms.

The Supplier is not liable for loss or corruption of Customer Data, loss of revenues, loss of goodwill or anticipated sales or savings or interruption to business or wasted management/administrative time.

The Supplier may terminate this Agreement by notice in writing to the Customer (such notice to take effect immediately) if one or more of the following events occurs:

• the Customer fails to pay the Fees due in accordance with this Agreement;
• the breach, or threatened breach, by the Customer of any of its obligations under this Agreement; or
• the Customer becomes, or threatens to become, insolvent.

The Supplier may suspend the Customer's access to the Site and the Customer's use of the Services (without warning) if the Supplier is entitled to terminate this Agreement (under clause 13.1) or if the Customer fails to comply with any User Policies.

If the Customer's right, to access the Site and use the Services, is suspended then the Customer must continue to pay the Fees due to the Supplier under this Agreement during the period of suspension.

On termination of this Agreement, the Customer must immediately cease to use the Service.

After termination of this Agreement, the Supplier will:

• provide to the Customer, if requested in writing by the Customer to do so within 30 days of the date of termination of this Agreement, a copy of the Customer Data in the Supplier's control or possession; and
• not earlier than 90 days after the termination of this Agreement, destroy all copies of the Customer Data in the Supplier's control or possession.

If this Agreement is terminated then the Customer will remain liable to pay to the Supplier all outstanding Fees. The Supplier is entitled to recover from the Customer all Fees that fell due for payment before the date of termination whether or not invoiced at the date of termination.

Notices under this Agreement must be in writing. A notice may be delivered to a party by hand, by pre-paid ordinary post or by email to that party at the address specified by Customer during Signup.

This Agreement contains all the terms and conditions agreed on by the parties. No oral agreements or representations will be valid or binding on the parties unless expressly contained in this Agreement or by a written amendment to this Agreement.

This Agreement may only be amended by a further written agreement signed by the authorised representatives of the Customer and the Supplier.

No term or condition in this Agreement will be deemed waived and no breach excused unless such waiver or excusal is in writing and signed by the Supplier.

If any term or condition of this Agreement is found to be illegal or unenforceable, each such term or condition will be enforced only to the extent it is not illegal or unenforceable and all other terms and provisions of this Agreement will remain in full force and effect.

The provisions of clauses 11, 12, 13, 14 and 15 survive termination or expiry of this Agreement.

This Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision of it or because that party relies on a provision of this Agreement to protect itself.

This Agreement is governed by the laws of the State of New South Wales. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with all matters concerning this Agreement.