Terms & Conditions

Effective starting from: 1 January 2023

This Customer Agreement (“ Agreement“) is entered into between you and EVIAM Pty Ltd (ABN 84 659 896 796) (“ EVIAM”, “ we”, “ us” or “ our”).

By entering the correct password to a protected page (e.g. Client Services Portal), clicking on the “I agree” (or similar button) that is presented to you on your Order, or by otherwise using or accessing the protected page, you indicate your assent to be bound by this Agreement.

If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of that company, government or other entity and to bind it to this Agreement.

If you do not agree to this Agreement, do not use or access the Client Services Portal.


This Agreement governs your initial submission to the EVIAM Client Services Portal, as well as any future purchases made by you that reference this Agreement. This Agreement includes any Quotes, Orders, Statements of Work, the EVIAM Policies and any other referenced policies and terms.



2.1.Your Licence Rights. Subject to your compliance with the terms and conditions of this Agreement, EVIAM grants you a non-exclusive, non-transferable and non-sublicensable (except as otherwise permitted under this Agreement) licence to access and use the Client Services Portal, during the Licence Term, for your use and enjoyment of the Client Services Portal, as contemplated by this Agreement.

2.2.Restrictions. Unless expressly authorised by EVIAM, you will not:

(a)reproduce, modify, adapt or create derivative works of the Client Services Portal;

(b)rent, lease, distribute, sell, or transfer the Client Services Portal to a third party;

(c)interfere with or otherwise circumvent mechanisms in the Client Services Portal intended to limit your use;

(d)reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Client Services Portal, except to the extent expressly permitted by applicable law (and then only upon advance notice to us);

(e)remove or obscure any proprietary or other notices contained in any Client Services Portal;

(f)use the Client Services Portal for competitive analysis or to build competitive products; or

(g)encourage or assist any third party to do any of the foregoing.



3.1.Authorised Users. Authorised Users may access and use the Client Services Portal.

3.2.Responsibility for Authorised Users. You are responsible for compliance with this Agreement by all Authorised Users and ensure that all use of Client Services Portal by you and your Authorised Users are within the Scope of Use.

3.3.External Users. In addition to the Scope of Use under this Agreement, you may grant your own customers (“ External Users”) limited rights to use the Client Services Portal solely so that your own customers’ end users may view and interact with the Client Services Portal in accordance with this Agreement

3.4.Public Users. Users may access and use the Client Services Portal through publicly accessible links (“ Public Links”) to the Client Services Portal (“ Public Users”). The functionality of the Client Services Portal may vary according to the access permitted under the Public Links. A Public User’s access and use of the Client Services Portal is subject to its compliance with, and acceptance of, the End User Licence Agreement.


4.1.Support. EVIAM will provide the support services for the Client Services Portal. Where we provide any support services to you, you agree to assist us in investigating and ascertaining the cause of any applicable issues and provide us with access to all necessary information relevant.

4.2.Professional Services. You may request EVIAM to provide you with Professional Services, by providing written or verbal notice to EVIAM. Following notification from you, at EVIAM’s discretion, EVIAM may issue you with a Quote or Statement of Work for the Professional Services. If you accept the Quote or Statement of Work, by signing the Statement of Work, confirming by email that you accept the Statement of Work or instructing EVIAM (whether orally or in writing) to proceed with the Professional Services, EVIAM agrees to provide the Professional Services to you, and EVIAM’s provision of the Professional Services will be subject to this Agreement. You agree that:

(a)we will use all reasonable commercial endeavours to reach any timeframes set out in the Quote / Statement of Work, but such timeframes are an estimate only and create no obligation on us to provide the Professional Services by that time; and

(b)we will notify you if we reasonably consider that any instruction or direction from you constitutes a variation to the Professional Services (“ Variation”) and we will not be obliged to comply with such instruction or variation, unless we have accepted the Variation and you have accepted any costs related to the Variation.

4.4.Updates. EVIAM may, from time to time, automatically Update the Client Services Portal.


5.1.Cooperation with EVIAM. You will provide all required materials as required by EVIAM from time to time for EVIAM to fulfil the Quote. Order or Statement of Work. You must, at your own expense:

(a)provide all reasonable assistance and cooperation to EVIAM in order to enable EVIAM to fulfil the Order or Statement of Work in an efficient and timely manner including but not limited to obtaining from Authorised Users any consent necessary to provide Authorised Users access to the Client Services Portal;

(b)use reasonable endeavours to ensure the integrity of the Data;

(c)permit EVIAM and its Personnel to have reasonable access to Your Environment for the purposes of fulfilling the Order or Statement of Work;

(d)ensure that only Authorised Users will access and use the Client Services Portal and such use and access will be in accordance with the terms and conditions of this Agreement;

(e)make any changes to Your Environment that may be required to support the delivery and operation of any Client Services Portal;

(f)notify EVIAM of incidents, vulnerabilities, and security concerns, including information security breaches, as they are identified within a reasonable and practical timeframe, and provide access to any relevant information to aid in the resolution of the issue or concern;

(g)notify EVIAM of changes made to technical or administrative contact information;

(h)maintain your own system(s) of record;

(i)ensure the supervision, management, and control of the use of the Client Services Portal by your Personnel;

(j)maintain your own disaster discovery and business continuity plans that address the inability to access or utilise the Client Services Portal; and

5.2.Responsibility of Users. You are responsible for your (and your Personnel and Authorised Users) use of the Client Services Portal and must ensure that no person uses the Client Services Portal:

(a)to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;

(b)to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or

(c)in any way that damages, interferes with or interrupts the supply of the Client Services Portal, including any security breaches.

5.3.Third Party Inputs. You agree that the provision of the Client Services Portal may be contingent on, or impacted by, Third Party Inputs that may interface or interoperate with the Client Services Portal, including third party Client Services Portal or services. To the extent that you use such Third Party Inputs, you are responsible for, the purchase of, the requirements and the licensing obligations, related to the applicable Third Party Input, including third party Client Services Portal and services.


6.1.No-Charge Client Services Portal. We may offer certain Client Services Portal to you at no charge, including free accounts, trial accounts, and access to Beta Versions as defined below (collectively, “ No-Charge Client Services Portal”). Your use of No-Charge Client Services Portal is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Client Services Portal for competitive analysis or similar purposes.

6.2.Beta Versions. You understand that any pre-release and beta Client Services Portal we make available, including beta features within generally available Client Services Portal (collectively, “ Beta Versions”), are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Client Services Portal. We make no promises that any Beta Versions will ever be made generally available. All information regarding the characteristics, features or performance of Beta Versions constitutes EVIAM’s Confidential Information.

6.3.Limited Rights on No-Charge Client Services Portal. We may terminate your right to use No-Charge Client Services Portal at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities (including Liabilities), and you waive and release EVIAM from any Liability, with respect to, No-Charge Client Services Portal, including any Support, warranty, and indemnity obligations.


EVIAM, its Personnel, or any authorised agent of EVIAM has the right to audit and inspect, and appoint one or more auditors to audit and inspect, your use of the Client Services Portal to verify your compliance with this Agreement. We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and our reasonable costs of conducting the audit, and you will pay the invoice promptly after receipt.


8.1.Confidential Information. Except as otherwise set forth in this Agreement, each Party agrees that all code, inventions, know-how and business, technical and financial information disclosed to a Party (“ Receiving Party”) by the disclosing Party (“ Disclosing Party”) constitute the confidential property of the Disclosing Party, whether or not such information is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information(“ Confidential Information”). Any Client Services Portal, associated documents and any performance information relating to the Client Services Portal, as well as information prepared or produced in connection with this Agreement by EVIAM at any time or is disclosed by EVIAM in connection with this Agreement, will be deemed Confidential Information of EVIAM.

8.2.Obligations of the Receiving Party. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its Personnel having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 10. The Receiving Party’s confidentiality obligations will not apply to information which the Receiving Party can document:

(a)was rightfully in its possession or known to it prior to receipt of the Confidential Information;

(b)is or has become public knowledge through no fault of the Receiving Party;

(c)is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or

(d)is independently developed by Personnel of the Receiving Party who had no access to such information.

(e)The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.


9.1.Intellectual Property Rights. A Party’s ownership of, or any right, title or interest in, any and all intellectual and industrial protection rights throughout the world including copyright (past, present and future copyrights and rights in the nature of or analogous to copyright), inventions, patents, designs, registered and unregistered trademarks, know-how and circuit layout rights, whether registrable or not, anywhere in the world (“ Intellectual Property Rights”) in all products, services, Client Services Portal, documentation and other material provided by either Party under this Agreement, including any developments, updates, advancements, modifications or adaptations of those products, services, documentation and any other material, will not be altered, transferred or assigned by virtue of this Agreement. For the avoidance of doubt:

(a) EVIAM is the owner of the Client Services Portal, documentation related to the Client Services Portal, Intellectual Property Rights in the Professional Services (unless otherwise specified in the Statement of Work) and any anonymised analytics of Data and usage generated by the Client Services Portal; and

(b) you are the owner of, or that you have secured any and all authorisations and rights to allow us to use, any content, design, documentation and any other input that has been provided to EVIAM or has been included or generated in the creation or use of the Client Services Portal or an App.

9.2.Use of Your Intellectual Property. You grant EVIAM a non-exclusive, royalty free, non-transferable and revocable licence to use any of your Intellectual Property Rights as reasonably required for EVIAM to provide the intended operation of the Client Services Portal to you.

9.3.Intellectual Property of Client Services Portal Developments and Professional Services. Any Intellectual Property Rights created as a result of modifications and developments to the Client Services Portal, or as a result of the provision of the Professional Services to you (unless otherwise specified in the Statement of Work), will vest in EVIAM on creation and to the extent that such Intellectual Property Rights do not automatically vest in EVIAM, you must promptly do any and all acts reasonably requested by EVIAM for the Intellectual Property Rights to vest in EVIAM.


10.1.Information Security Management System. EVIAM will maintain an information security management system ( “ISMS”). EVIAM will ensure that the ISMS is documented available and communicated to EVIAM Personnel.

10.2.Handling Confidential Information and Data. EVIAM will only use Confidential Information and Data for the specific purpose for which it was provided to EVIAM, as permitted under this Agreement, or as otherwise authorised in writing by you, and shall only reproduce and store such Confidential Information and Data to the extent necessary for these purposes. EVIAM and its Personnel will implement and maintain appropriate administrative, technical, and physical safeguards to:

(a)ensure the security and confidentiality of your Confidential Information and Data;

(b)protect against anticipated threats or hazards to the security or integrity of Confidential Information and Data; and

(c)protect against unauthorised access to or use of Confidential Information and Data.

10.3.These safeguards shall include, without limitation, a written information security plan; information access controls that require appropriate authorisation, generate audit trails of approvals and require periodic reviews by asset owners; systems protections (e.g. intrusion protection); physical security measures; and a security awareness program, including employee training.

10.4.Business Continuity. EVIAM will have documented business continuity management plans in place, which must be reviewed annually to provide assurance of the availability of critical services provided.

10.5.Evidence of Compliance. EVIAM will provide you with information as may be reasonably requested from time to time with regard to EVIAM’s compliance with its obligations under this Section 12 (Security Standards).

10.6.Incident Notification. EVIAM will inform you of any incidents, vulnerabilities, and security concerns, including information security breaches, as they are identified within a reasonable and practical timeframe.


11.1.General Warranties. Each Party warrants that:

(a)it has the right, power, authority and entitlement to execute this Agreement and perform its obligations under this Agreement;

(b)this Agreement constitutes a legal, valid and binding obligation and is enforceable in accordance with its terms by appropriate legal remedy;

(c)in entering into and performing its obligations under this Agreement it has not, and will not, be in breach of any relevant law or any obligation owed to another person;

(d)there is no current, pending or threatened litigation, arbitration, investigation, inquiry or proceeding in which it is involved and that will or may have an adverse effect on its ability to comply with this Agreement;

(e)it has all necessary licenses, approvals, permits and consents to enter into and perform its obligations under this Agreement; and

you warrant that:

(f)you have all hardware, software and services which are necessary to access and use the Client Services Portal; and

(g)all information and documentation that you provide to us in connection with this Agreement is true, correct and complete and you acknowledge and agree that we will rely on such information and documentation in order to provide the EVIAM Professional Services.

11.2.Client Services Portal Warranties. EVIAM warrants that to the best of its knowledge the Client Services Portal does not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the Client Services Portal.

11.3.Warranty Disclaimer. Except as expressly set forth in section 11.1 (general warranties) and 11.2 (Client Services Portal warranties), EVIAM and its suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. To the maximum extent permitted by law, EVIAM will not be liable, and you waive and release EVIAM from any liability (including any Liabilities) for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of EVIAM. To the maximum extent permitted by law, neither EVIAM nor any of its third-party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any software or any content therein or generated therewith, or that:

(a)the use of any Client Services Portal will be secure, timely, uninterrupted or error-free;

(b)the Client Services Portal will operate in combination with any other hardware, Client Services Portal, system, or data;

(c)the Client Services Portal (or any products, services, information, or other material purchased or obtained by you through the Client Services Portal) will meet your requirements or expectations);

(d)errors or defects will be corrected; or

(e)except as expressly set forth in section 11.2 (Client Services Portal warranties), the Client Services Portal is free of viruses or other harmful components.

11.4.Nothing in this Agreement excludes any applicable statutory right that may apply to you which cannot be excluded, restricted or modified ( Statutory Rights). If any Statutory Rights apply to you, the duration of applicable statutorily required warranties, if any, will be limited to the shortest period permitted by law.


12.1.General Indemnity. Despite anything to the contrary, to the maximum extent permitted by law, each Party will at all times indemnify the other Party from and against any Liability arising out of or in any way connected with any proceedings commenced against the other Party where such Liability results from:

(a)any fraudulent or unlawful act or omission of the first party or its Personnel; or

(b)any breach of confidentiality obligations by the first party or its Personnel.

12.2.Liability Cap. Despite anything to the contrary, to the maximum extent permitted by law, each Party’s and its suppliers’ aggregate liability for any Liability to the other arising out of or related to this Agreement will not exceed the amount actually paid by you to us under this Agreement in the 12 months immediately preceding the Liability.

12.3.Proportionate Liability. Despite anything to the contrary, to the maximum extent permitted by law, each Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent that the Liability was caused, or contributed to by, the acts or omissions of the other Party.

12.4.Liability Waiver. Despite anything to the contrary, to the maximum extent permitted by law, in no event will a Party be liable to the other for any Consequential Loss.

12.5.Exclusions. Despite anything to the contrary, to the maximum extent permitted by law, EVIAM will not be liable to you for any Liability caused or contributed to by:

(a)a fault or defect in any item of Your Environment; or

(b)any Force Majeure Event.

(c)failure caused by any third-party service provider used to provide the Client Services Portal (including Third Party Inputs).


13.1.Termination for Cause. EVIAM may terminate this Agreement (including all related Orders) if the other Party:

(a)fails to remedy any material breach of this Agreement;

(b)ceases operation without a successor; or

(c)seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that Party (and not dismissed within sixty (60) days thereafter).

13.2.Termination for Convenience. You may choose to stop using the Client Services Portal and terminate this Agreement (including all Orders) at any time for any reason upon written notice to EVIAM, but, upon any such termination

(a)you will not be entitled to a refund of any pre-paid fees; and

(b)if you have not already paid all applicable fees for the then-current Licence Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable, and you agree that any such amount is a genuine pre-estimate of our loss for your termination of this Agreement in accordance with this Section 13.2.

13.3.Effects of Termination for EVIAM. Upon termination of this Agreement, EVIAM will:

(a)immediately stop providing access to the Client Services Portal and related services;

(b)immediately stop providing the Professional Services (if applicable);

(c)immediately stop placing orders for supplies or services required in connection with providing access to the Client Services Portal and related services; and

(d)return to you or destroy all property, including Confidential Information, Intellectual Property and Data in our possession that belongs to you upon written request; and

(e)where you have terminated this Agreement in accordance with Section 13.1 (Termination for Cause), EVIAM will refund you any prepaid Client Services Portal fees covering the remainder of the then-current Licence Term after the effective date of termination.

13.4.Effects of Termination for you. Upon termination of this Agreement, you will immediately:

(a)immediately cease and desist from any use of the Client Services Portal;

(b)promptly return to EVIAM all property, including Confidential Information and Intellectual Property, in your possession that belongs to EVIAM;

(c)immediately pay any fees payable to EVIAM for the period prior to the effective date of termination; and

(d)where EVIAM has terminated this Agreement in accordance with Section 13.1 (Termination for Cause) or if you have terminated this Agreement in accordance with Section 13.2 (Termination for Convenience), you will pay any unpaid fees, including any fees covering the remainder of the then-current Licence Term promptly after the effective date of termination or any fees for the Professional Services.

13.5.Survival. The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement. The following Sections will survive any termination or expiration of this Agreement: 2.2 (Restrictions), 6.3 (Limited Rights on No-Charge Client Services Portal), 7 (Audit and Monitoring), 8 (Confidentiality), 9 (Intellectual Property Rights), 11.3 (Warranty Disclaimer), 12 (Liability and Indemnities), 13 (Termination), 15 (Dispute Resolution), 17 (Notice), 18 (Force Majeure), 19 (Assignment), 20 (Waiver), 21 (Severability), 23 (Governing Law and Jurisdiction).


We may identify you as a EVIAM customer in our promotional materials. You may request that we stop doing so by submitting an email to [email protected] at any time. Please note that it may take us up to 30 days to process your request.


15.1.Informal Resolution. If a dispute arises out of or in relation to this Agreement, no Party may commence court or arbitration proceedings (other than proceedings for urgent interlocutory relief) unless it has complied with this clause. A Party to this Agreement claiming that a dispute has arisen under or in relation to this Agreement must give written notice to the other Party specifying the nature of the dispute. On receipt of that notice by the other Party, the Parties’ representatives must endeavour in good faith to resolve the dispute expeditiously and failing agreement within 20 Business Days of the dispute, either Party, by giving notice to the other, may refer the dispute to the Parties’ chief executive officers or directors (or their nominees) who, each Party must ensure, must cooperate in good faith to resolve the dispute within 20 Business Days of the dispute being referred to them.

15.2.Formal Resolution. If the chief executive officers or directors (or their nominees) fail to resolve the dispute within 20 Business Days of the dispute being deferred to them, the Parties must, at the written request of either Party and within 10 Business Days of receipt of the request, submit to mediation, expert evaluation or determination or similar techniques agreed to by them. If the Parties do not agree within 5 Business Days of receipt of the notice as to the dispute resolution technique and procedures to be adopted, the timetable for all steps in those procedures, and the selection of compensation of the independent person required for such a technique, then the Parties must mediate the dispute in accordance with the Mediation Rules of the Law Society of Queensland and the President of the Law Society of Queensland or the President’s nominee will select the mediator and determine the mediator’s remuneration.


16.1.Modifications Generally. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our website, or in the Client Services Portal itself).

16.2.No-Charge Client Services Portal. You must accept the modifications to this Agreement to continue using the No-Charge Client Services Portal. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Client Services Portal.


17.1.Form of notice. A notice or other communication must be in writing in English and may be:

(a) delivered personally;

(b) given by an agent of the sender;

(c) left at a Party’s current delivery address for notices as set out in the Orders;

(d) sent by prepaid mail to a Party’s current postal address for notices as set out in the Orders; and/or

(e) sent by email to a Party’s current email for notices as set out in the Orders.

17.2.Receipt of notice. A notice or communication is taken as having been given:

(a) when left at a Party’s current delivery address for notices; or

(b) if mailed within Australia to an Australian address, on the third Business Day after posting; or

(c) if mailed outside of Australia to an Australian postal address or within Australia to an address outside of Australia, on the tenth Business Day after posting; or

(d) if sent by email, when the email is sent to the receiving party at the email address specified in the Orders, unless the sending party receives a notification of delivery failure within 24 hours of the email being sent.


If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by causes beyond either Party’s reasonable control (“ Force Majeure Event”), including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, pandemic, nuclear contamination, terrorism, war or civil riot, and the affected Party is unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the affected Party invoking this provision shall be suspended to the extent necessary by such Force Majeure Event. The affected Party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure Event is removed.


This Agreement is personal to the Parties. Each Party must not assign or deal with the whole or any part of its rights and/or obligations under this Agreement without the other Party’s prior written consent (such consent not to be unreasonably withheld). Any purported dealing in breach of this section is of no effect.


Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.


If any provision (or part of it) of the Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of this Agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from this Agreement and the remaining provisions (and remaining part of the provision) of the Agreement are valid and enforceable.


If this Agreement and any other agreement agreed between the Parties ( Other Agreement) are inconsistent, ambiguous or include discrepancies, to the extent of the inconsistency, ambiguity or discrepancy, the terms of the Other Agreement will prevail, unless otherwise agreed between the Parties.


This Agreement is governed by the laws of Queensland and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland.


Capitalised terms are defined in this Section 24, and others are defined contextually in this Agreement.

“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control of a Party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.

“Authorised Users” means the specific individuals for whom you have paid the required fees and whom you designate through the applicable Client Services Portal. Authorised Users may be your or your Affiliates’ Personnel. Authorised Users also include any External Users that you permit to use the Client Services Portal, subject to Section 3.3 (External Users).

“Business Day” means a day on which banks are open for general bank business in Queensland, excluding Saturdays, Sundays and public holidays

“Consequential Loss” includes any consequential, indirect, special or incidental 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.

“Data” means all of the information, documents, content, code, video, images and other data provided by Authorised Users or made available by Authorised Users to the Client Services Portal, or otherwise accessed by EVIAM in providing the Client Services Portal.

“Effective Date” means the date which is the earlier of your initial access to or use of the Client Services Portal; or the effective date of the first Order referencing this Agreement, unless specified otherwise in an Order.

“Liability” means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgement (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.

“Order” means EVIAM’s applicable ordering documentation or purchase flow referencing this Agreement. Orders may include purchases of Client Services Portal licenses, Support, renewals, or purchases to increase or upgrade your Scope of Use.

“Party” means a party to this Agreement and “Parties” means both of them.

“Personnel” means employees, representatives, consultants, contractors, agents, or other third parties who are acting for a Party on that Party’s behalf.

“Professional Services” means the services that we agree to provide to you under clause 5.2, which is as further particularised in the Statement of Work.

“Sensitive Personal Information” means information, which may be collected or used to identify a person, and which is sensitive in nature, including, but not limited to, information relating to racial or ethnic origin, political opinions, religion, trade union or other professional associations or memberships, philosophical beliefs, sexual orientation or practices, criminal records, health information or biometric information.

“Client Services Portal” means the EVIAM automation and workflow Client Services Portal platform and its variations. Your Order will specify the Client Services Portal, including the variation, that you may use.

“Quote / Statement of Work” means a document outlining the nature and scope of the engagement for Professional Services from EVIAM, including any objectives, project phases, deliverables and specifications; operating guidelines for the provision of the Professional Services; acceptance testing procedure, if applicable; and the relevant fees.

“Support” means EVIAM’s support services for the Client Services Portal. Your level of Support will be specified in your Quote or Order.

“Third Party Inputs” means third parties or any goods and services provided by third parties, including customers, end users, suppliers, or services providers or other subcontractors which the provision of the Client Services Portal may be contingent on, or impacted by.

“Updates” means available updates to the Client Services Portal, such as bug fixes, patches, upgrades, enhanced functions, plug-ins and new versions.

“Your Environment” means all hardware, Client Services Portal, information technology and telecommunications services and systems, network or any device controlled by you or your Personnel.