| 12. |
HOSTING OF THE WEBSITE |
| 12.1 |
The Customer acknowledges that the website must be exclusively hosted by the Developer and that the Customer will not have F.T.P access to the Developer's Web server. |
| 13. |
ACKNOWLEDGMENT OF DEVELOPER |
| 13.1 |
The Developer may include in the first screen access by any End User a written acknowledgment that the Website was developed by the Developer. |
| 13.2 |
The Customer will not remove or modify the acknowledgment referred to in clause 13.1 without the written consent of the Developer. |
| 14. |
CONFIDENTIALITY |
| 14.1 |
Each party acknowledges that it, its employees or subcontractors, may be given access to Confidential Information in the course of developing the Website. |
| 14.2 |
Each party will keep the Confidential Information confidential and will not disclose it to any third party or use it otherwise than:
(a) for the purposes of this Agreement;
(b) as authorised in writing by the other party;
(c) as required by any law, judicial body or governmental agency; or
by way of disclosure to that party's professional advisers who have agreed to keep the Confidential Information confidential.
|
| 14.3 |
On termination of this Agreement, each party will return to each other party all documents or copies of documents containing information which is, at the date of termination, Confidential Information. |
| 14.4 |
The Developer will ensure that its employees, agents, contractors and other persons within its control comply with clause 14. |
| 15. |
BREACH OF AGREEMENT AND TERMINATION |
| 15.1 |
Rectification of a breach of this Agreement
(a) if the Developer is in breach of this Agreement, the Customer may give the Developer a notice:
(i) specifying the breach; and
(ii) requiring that party to rectify the breach within two (2) weeks of the date the party received the notice.
(b) The Customer may terminate the Agreement if after the expiry of the notice the Developer has not rectified the breach specified in the notice.
|
| 15.2 |
Immediate termination This Agreement may be terminated by either party if a Termination Event occurs. |
| 16. |
CONSEQUENCES OF TERMINATION |
| 16.1 |
On termination of this Agreement the Developer will deliver to the Customer, in the format and in the manner directed by the Customer, any material related to the Website as developed as at the date of termination. |
| 16.2 |
Termination of this Agreement will not affect any rights or remedies that may have accrued to the parties prior to termination or consequent upon termination. |
| 17. |
NOTICES
All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out in the Information Sheet or such other address as the recipient may designate by notice given in accordance with this clause. Any notice may be delivered by hand or by pre-paid letter, telex or email. Any such notice shall be deemed to have been served when delivered (if delivered by hand) or two (2) business days after posting (except by pre-paid letter) or when despatched (if delivery by telex) or on transmission by the sender (if sent by facsimile).
|
| 18. |
MISCELLANEOUS |
| 18.1 |
Severance: Where any clause or part of that clause is void, illegal or unenforceable it may be severed without affecting any other part of this Agreement. |
| 18.2 |
Waiver: The failure, delay, relaxation or indulgence on the part of any party in exercising any power or right conferred upon that party by this Agreement does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right under this Agreement. |
| 18.3 |
Variation: A variation of this Agreement will be in writing and signed by each of the parties. |
| 18.4 |
Assignment: Neither party shall assign, whether in whole or part, the benefit of this Agreement or any rights or obligations hereunder, without the prior written consent of the other party. |
| 18.5 |
Entire Agreement: This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties. |
| 18.6 |
Counterparts: This Agreement may be executed in any number of counterparts. |
| 18.7 |
Governing law and jurisdiction: This Agreement shall be governed by and construed in accordance with the laws for the time being in force in the State of New South Wales, Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of that State. |
| 18.8 |
Resolution of inconsistencies: The terms of this Agreement prevail in the event of any inconsistency between this Agreement and any other documents. |
