Consents and Approvals
You are solely responsible for obtaining any and all necessary consents and authorisations in relation to all material, images and content and any other information you provide to us.
Termination
Subject to any fixed term as set out in the SOW, either party may terminate the Agreement by giving thirty (30) days written notice to the other party. You will be liable for any fees incurred during the notice period.
In the event the Agreement is terminated by you, then you will be liable to pay us on demand the aggregate of:
- all unpaid fees pursuant to the SOW to the date of the termination together with any monies which are payable to AXi pursuant to the Terms and Conditions; and
- the balance of fees payable from the date of the termination to the end of any fixed term which would have been payable had the Agreement not been terminated.
If, at the date of termination, you have any fees on account, then you may request to:
- apply such fees to a future SOW, or
- receive a refund (providing 30 days notice in writing prior to termination).
We may terminate the Agreement immediately by notice in writing to you if you fail to make payments in relation to the Services to us as and when they fall due and you fail to rectify the failure to pay within five (5) working days from receipt of notice from us requesting rectification.
We may terminate the Agreement immediately by notice in writing to you if you:
- are in breach of any of these Terms and Conditions and you fail to rectify such breach within five (5) working days from receipt of notice from us requesting rectification of same; or
- if you are a company and you go into liquidation, administration or receivership; or
- if you are a person and you are declared bankrupt; or
- you fail to provide us with satisfactory instructions in relation to the provision of the Services (as determined by us acting reasonably) for a continuous or aggregate period of 90 days.
Severability
If any clause of these Terms and Conditions is held to be invalid and/or unenforceable in whole or in part, the invalid or unenforceable clause or part shall be deemed to be omitted.
Force Majeure
AXi shall not be liable for failure to provide the relevant Services if the failure is attributable to any cause which is reasonably beyond AXi’s control (‘Force Majeure’).
If AXi experiences a Force Majeure event that will result in its non-performance, it shall promptly notify you in writing of the existence of that event and the anticipated period of non-performance.
If the actual period of non-performance by AXi because of an event of Force Majeure exceeds (or is reasonably likely to exceed) 3 months from the date of such notice of Force Majeure, you shall be entitled to terminate this Agreement as of the end of such 3 month period or at any time thereafter during the continuance of the event of Force Majeure conditions based on sixty (60) days written notice to
Neither party shall have any claim against the other party as a result of such termination.
Non-Solicitation
During the term of the Agreement and for a period of six (6) months after the termination of the Agreement for any reason, each party must not directly or indirectly, without prior written consent from the other party:
- induce or assist in the inducement of any director, manager, employee or contractor of the other party to leave, or terminate, his or her employment or engagement, whether or not that person would commit a breach of that person’s contract of employment or engagement; or
- employ or engage any person who during the term of the Agreement was a director, manager, employee of or contractor to the other party.
Each party acknowledges this clause is necessary to protect each party’s business.
Exclusions and Limitations of Liability
Whilst we make every effort to ensure that the Services will achieve your desired outcomes, all conditions and warranties as to the condition, suitability, quality, accuracy, availability, effectiveness or fitness of the Services or otherwise are expressly excluded.
You indemnify and agree to keep indemnified AXi against all loss suffered by AXi directly or indirectly arising as a result of the provision of the Services to you, including but not limited to, any loss arising from any action, claims, demands or suits commenced or made against AXi by any third party, save for losses arising as a result of our gross negligence, wilful default or fraud.
Change to Terms
We reserve the right to review and change the Terms and Conditions by providing you thirty days’ notice in writing setting out details of the change, provided that should such change be notified you will be entitled to terminate the Agreement within the thirty days’ notice period should you not agree to the amendment. If AXi does not receive such notice from you within the required time frame and continues to provide Services to you thereafter, you are deemed to have accepted the change to these Terms and Conditions.
Entire Agreement
These Terms and Conditions together with the SOW, constitute the entire agreement with you (“the Agreement”), and supersede all prior agreements, understandings, representations whether oral or written. No oral explanation or information given by any party shall alter the interpretation of these Terms and Conditions.
Governing Law
The Agreement shall be governed by the laws in force in the state of New South Wales, Australia.