Terms and Conditions of Use
Courier and Freight Services™ Customer Agreement
Warning: Use of Courier and Freight Services™ is conditional upon you (“the Customer”) agreeing to the terms of this Agreement. Choosing “I accept the terms and conditions of this Agreement” shall be deemed to be your acceptance of the terms of this Agreement. If you do not agree, choose "do not accept" and do not proceed to order Courier and Freight Services™ and contact Freightonline Australia Pty Ltd ABN 50 131 492 576 (“FOA”) to arrange for any applicable refund.
1.1 In this Agreement, unless inconsistent with the context:
(a) Agreement means this agreement, its recitals, provisions and any schedule of this agreement.
(b) Confidential Information includes information which relates to Courier and Freight Services™ including account details, passwords and activation codes, pricing and the terms of this Agreement.
(c) Clause means a clause of this Agreement.
(d) Confidential Client Data Information means information which relates solely to Customer’s business and does not include any underlying data structures or concepts.
(e) Courier and Freight Services™ means the services supplied by FOA and its Suppliers.
(f) Fees means either the agreed fees of FOA or, if none, the published fees of FOA as amended from time to time.
(g) Force Majeure means an act, omission or circumstance over which FOA could not have reasonably exercised control including telecommunication failures.
(h) Intellectual Property Right includes any right arising from or capable of arising from the: Circuits Layout Act 1989 (Cth); Copyright Act 1968 (Cth); Designs Act 2003 (Cth); Patents Act 1990 (Cth); Trade Marks Act 1995 (Cth); any similar legislation outside the Commonwealth of Australia; any similar unregistered right and Confidential Information.
(i) Interest Rate means the rate of 10% per annum calculated monthly in arrears and added to the outstanding sum.
(j) Party and Parties means a party to this Agreement and their respective successors, trustees and permitted assigns.
(k) Sub-clause means a sub-clause of this Agreement.
(l) Taxes includes taxes, duties and government charges, fees, levies, any penalty for not paying same and any liability for same.
2.1 In this Agreement, unless inconsistent with the context:
(a) Words denoting a person shall include corporations, statutory corporations, partnerships, joint ventures, associations, boards, governments or semi-government agencies or authorities.
(b) Words denoting the singular number shall include the plural number and vice versa.
(a) Words denoting any gender shall include all other genders.
(c) A reference to a statute or a regulation also refers to any statute or regulation amending, or consolidating or re-enacting same.
(d) Money references are references to Australian currency.
(e) A reference to “includes”, “including” or “inclusive” is to be construed as being a reference to “includes, without limitation”, “including, without limitation”, and “inclusive, without limitation” respectively.
(f) Headings used in this Agreement are for convenience and ease of reference only, and are not part of this Agreement and shall not be relevant or affect the meaning or interpretation of this Agreement.
(g) Every obligation express or implied into this Agreement and entered into by more than one Party shall bind them jointly and severally.
(h) Every right express or implied into this Agreement granted in favour of more than one Party shall be for the benefit of each of them jointly and severally.
(i) A provision of this Agreement shall not be construed adversely to the Party that drafted it.
(j) If any provision or part provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force apart from such provision or part provision which shall be deemed deleted.
(k) The provisions of this Agreement and any applicable third party terms and conditions and any purchase order placed by a Customer shall form part of this Agreement. To the extent of any inconsistency between those documents, the documents shall prevail in the following order of precedence:
(i) this Agreement;
(ii) any applicable third party terms and conditions; and
(iii) any purchase order placed by a Customer
(l) To the extent of any inconsistency, this Agreement completely replaces any purchase order that Customer may place
(m) No right or remedy granted to FOA pursuant to this Agreement excludes or shall be deemed to exclude or modify any other right or remedy which would otherwise be available to FOA and all such granted rights and remedies are cumulative.
3.1 FOA shall supply the Courier and Freight Services™ as set out in any electronic form submitted by Customer.
3.2 FOA may in its sole discretion accept or reject any such order.
3.3 The provision (or non-provision) of those services is subject to this Agreement.
3.4 FOA and its suppliers are not common carriers.
3.5 Customer expressly agrees to any third party courier terms which are displayed on the carriers they have selected websites and at the time that any electronic order form is submitted by Customer (or is electronically approved in advance by Customer) being incorporated into this Agreement as if same were set out in full in this Agreement.
4. Customer’s Right to use the Courier and Freight Services™ website
4.1 Subject to the terms of this Agreement FOA grants Customer a revocable non-exclusive right to use the Courier and Freight Services™ website solely for the purpose of placing orders with FOA.
4.2 FOA shall, from time to time, provide access codes to permit Customer to use Courier and Freight Services™.
4.3 The freight transaction is deemed to be accepted once payment is confirmed, regardless of payment method (i.e. account), and after acceptance customers are responsible for having their freight ready at the date and time indicated.
5. Customer’s Responsibilities
5.1 Customer shall:
(a) pay the Fees specified in the quantum and manner set out in an electronic form accepted by it;
(b) ensure that the goods supplied by it for transit:
(i) are suitable for the method of transport chosen by Customer;
(ii) are appropriately packed for the method of transport chosen by Customer; and
(iii) comply with the terms and conditions specific to the shipped goods set out in an electronic form accepted by it.
(c) ensure that it is entitled to ship the goods submitted for transport;
(d) accurately enter the requested data into FOA’s website;
(e) ensure that the goods submitted for transportation are insured for loss and damage with FOA listed as co-insured on such a policy;
(f) keep its user accounts, passwords and activation codes details confidential and not disclose same to any other party. Customer shall be responsible for all use of same whether authorised by Customer or not. Should any such disclosure occur Customer shall report same to FOA in writing as soon as possible;
(g) provide equipment which FOA considers suitable to use Courier and Freight Services™;
(h) comply with FOA’s Reasonable Use Policy which may be updated and changed from time to time and is currently located at http://couriersandfreight.com.au/privacy;
(i) comply with FOA’s Publishing Policy which may be updated and changed from time to time and is currently located at http://couriersandfreight.com.au/privacy;
(j) apply or accept, without delay, all updates issued by FOA from time to time to which Customer is entitled and all third party updates recommended by FOA;
(k) backup its data wherever same is stored;
(l) comply with all applicable laws including all those applicable to the transport of goods;
(m) conduct all appropriate virus and security checks;
(n) ensure that its customers, employees, sub-contractors and other agents who have authorised access to Courier and Freight Services™ are made aware of the terms of this Agreement;
(o) supervise and control the use of Courier and Freight Services™ in accordance with the terms of this Agreement;
(p) immediately advise FOA in writing upon Customer becoming aware of any person using Courier and Freight Services™ who is not authorised by FOA to do so; and
(q) train its staff in the use of Courier and Freight Services™ and the internet;
5.2 Customer shall not:
(a) copy, reproduce, translate, adapt, vary, modify, decompile, disassemble, reverse engineer, create derivative works of, sub-license, rent, lease, loan or distribute Courier and Freight Services™ other than as expressly authorised by this Agreement;
(b) engage in password sharing, remote desktop access or port aggregation without the express permission of FOA;
(c) install, upload or execute any computer programs which have not been checked and are not expressly specified by FOA as suitable;
(d) interfere with the network or disrupt any other user, service or equipment;
(e) permit any act which infringes the Intellectual Property Rights which subsist in Courier and Freight Services™ and which belong to FOA.
(f) provide or otherwise make available Courier and Freight Services™ in any form to any other person;
(g) use Courier and Freight Services™ for any illegal, unauthorised or dangerous purpose including unsolicited commercial e-mail;
(h) use Courier and Freight Services™ for or in connection with a service bureau operation; or
(i) use Courier and Freight Services™ to publish any material for which it is not the Intellectual Property Right owner or licensed by the Intellectual Property Right owner or is defamatory.
6. FOA’s rights
6.1 FOA may, whilst being under no obligation to do so and at its sole discretion, without notice or giving any reason or incurring any liability for doing so:
(a) refuse to supply Courier and Freight Services™ or suspend the provision of Courier and Freight Services™ without being liable for deterioration of the goods;
(b) charge a reasonable fee in relation to any goods which are not delivered due to no fault of FOA;
(c) sell or dispose of any goods left in its possession on 7 days’ notice in any manner that FOA in its sole discretion considers appropriate and apply the funds to any outstanding amount owed to FOA.
(d) refuse to supply or suspend the provision of services subject to Customer’s compliance with the then applicable credit terms imposed by FOA in its sole discretion; and
(e) delete, remove or refuse to publish on its website, receive or transmit any material which is, in its sole opinion, without limitation:
(ii) found in an unauthorised area;
(iii) excessive in volume;
(v) uncollected for an excessive period;
(vii) in breach of FOA’s Reasonable Use or Publishing Policy; and
(f) take action if it suspects that malicious, illegal or unacceptable usage of Courier and Freight Services™ is occurring or has occurred, including destruction or disposal of Customer’s access passwords.
7. Disclaimer & Acknowledgments
7.1 Customer acknowledges that:
(a) the transportation of goods is a complex area and Courier and Freight Services™ is not designed as a substitute in any way for professional advice including the best method of and insurance for the transport of goods. Customer shall obtain appropriate professional advice before using Courier and Freight Services™;
(b) supplied with Courier and Freight Services™ are certain notes and instructions and a failure to follow those instructions or notes carefully could result in goods not being delivered or being inefficiently delivered.
(c) whilst Courier and Freight Services™ may be used by persons without a detailed knowledge of computers, Courier and Freight Services™ is designed to be used by persons who are familiar with transporting goods. Customer shall check all information supplied by Courier and Freight Services™ for any anomalies and compliance with law;
(d) Courier and Freight Services™ does not check for all anomalies and data incorrectly entered may be processed without question;
(e) Courier and Freight Services™ does not necessarily comply with any standard or legislation;
(f) Courier and Freight Services™ is licensed on the strict understanding that, subject to the warranties below, FOA is not responsible for the results of any actions relying on data supplied or not supplied by Courier and Freight Services™;
(g) FOA cannot and does not warrant that Courier and Freight Services™ shall be available 24 hours a day or that any defect shall be corrected within a specific time frame;
(h) Courier and Freight Services™ is not necessarily secure, virus free or without defect; and
(i) FOA is not responsible for:
(i) ensuring that Courier and Freight Services™ is suitable for Customer’s requirements or fit for any purpose;
(ii) any interruption to Courier and Freight Services™ due to equipment failure, the need for routine maintenance, peak demand etc;
(iii) the supply or maintenance of Customer’s equipment, software or telephone lines;
(iv) monitoring, controlling or ensuring the accuracy, appropriateness or content of any information on the internet and does not do so; and
(v) any software available on the internet or supplied by third parties.
8.1 FOA may, from time to time, make available various support services and other assistance in relation to Courier and Freight Services™.
8.2 Should Customer wish to use such services then Customer shall pay the then published rate of FOA in relation to such services. Such services are supplied pursuant to the terms and conditions set out in this Agreement.
9. Intellectual Property Rights
9.1 FOA retains all the Intellectual Property Rights in Courier and Freight Services™ and the trade mark Courier and Freight Services.
9.2 Customer hereby assigns all Intellectual Property Rights it may have arising from or in relation to any of its suggestions or requirements in relation to Courier and Freight Services™ to FOA immediately as such rights are capable of assignment.
9.3 This assignment is absolute, worldwide and includes all present and future Intellectual Property Rights arising from or in relation to Courier and Freight Services™.
9.4 Customer acknowledges that Customer’s right to make any use of materials assigned pursuant to this Agreement, is dependent upon FOA granting an express licence to Customer, the granting and terms of which shall be at the sole discretion of FOA.
9.5 Customer shall retain the Intellectual Property Rights in the Confidential Client Data Information. However, nothing in this Sub-clause grants Customer the right to download any Confidential Client Data Information until all Fees are paid in full.
10. Confidential Information
10.1 To the extent that Confidential Information is not in the public domain (other than by way of breach of this Agreement) and is not known by the Customer at the time of disclosure, Customer:
(i) keep such information confidential;
(ii) take all necessary precautions to prevent any disclosure of Confidential Information to unauthorised third parties; and
(iii) inform FOA of any suspected or actual disclosure of Confidential Information; and
(b) shall not, without the express written consent of FOA:
(i) directly or indirectly divulge or communicate or otherwise disclose any Confidential Information, in whole or part to any third party;
(ii) use any Confidential Information, other than for the express purpose set out in this Agreement; or
(iii) remove or cause to be removed from FOA’s or its business partners’ premises or systems any Confidential Information.
10.2 This Clause shall survive the termination of this Agreement.
11. Confidential Client Data Information
11.1 To the extent that Confidential Client Data Information is not in the public domain (other than by way of breach of this Agreement) and is not known by FOA at the time of disclosure, FOA:
(a) shall keep such information confidential;
(b) shall not, without the express written consent of Customer:
(i) directly or indirectly divulge or communicate or otherwise disclose Confidential Client Data Information, in whole or part to any third party; or
(ii) use Confidential Client Data Information for its own purposes.
11.2 This Clause shall survive the termination of this Agreement.
12.1 Customer shall pay FOA the Fees without withholding, deduction or offset of any amounts for any purpose.
12.2 The freight transaction is deemed to be accepted once payment is confirmed, regardless of payment method (i.e. account), and after acceptance customers are responsible for having their freight ready at the date and time indicated.
12.22 For account Customers Payment terms are strictly 7 days from the date of invoice. Invoices well be rendered weekly and FOA reserves the right to charge an invoice fee for each and every invoice generated. The Customer shall be entitled to charge late payment fees.
12.3 The price quoted at the time of booking is an estimation based on the data provided at the time of the booking. The carrier will re-weight and re-check dimensions to calculate the exact chargeable weight. Items are charged based on dead weight or cubic whichever is the greater. In the event that there is a difference between the declared chargeable weight and the actual chargeable weight you the company will be automatically re-billed the difference in accordance with our terms and conditions. As this shipper you the Customer is liable for all additional charges that carrier may from time to time charge as part of their service to deliver the shipment plus any applicable mark up charged by FOA. You the company agree to the terms and conditions listed on this site and the carrier’s terms and conditions your have shipped with. All additional charges will be added to the shippers account for account customers or debited from the shippers credit card used to book the shipment. In the event of a dispute the amount must be paid in full and a credit request must be made in writing. The credit request must include proof of the incorrect charge. All outstanding amounts will in cure interest at the rate of eth bank overdraft
12.4 If freight is reweighed, and a discrepancy found between the weight indicated to FOA, and the actual weight of the freight, any additional charges incurred will be charged back to the Customer plus any applicable mark up. FOA reserves the right to charge Administration fee of $9.50 per re charge, FOA reserves the right not to send freight until outstanding moneys are paid.
12.5 If freight is re-measured, and a discrepancy found between the dimensions indicated to FOA, and the actual dimensions of the freight, any additional charges incurred will be charged back to the Customer, with FOA reserving the right not to send freight until outstanding moneys are paid.
12.6 If a transport carrier recharges or penalizes FOA for an additional pickup upon a failure for a customers to have the freight ready at the time indicated to FOA, these fees will be billed to the Customer.
12.7 FOA is not liable for lost, stolen, damaged, wet, or wrongly delivered freight.
12.8 All Customers are responsible for their own packaging, accurate dimensions, accurate weights, the point of origin for the shipment, the point of destination for shipment, whether the shipment will be insured and the amount of coverage, and any other special instructions.
12.9 All Customers are responsible for the contents of the freight, and may not use the FOA system to send any item which is in any violation or conflict of respective origin and destination legislations.
12.10 Any Dangerous goods are the responsibility of the Transport Carrier.
12.11 Account fees will be applied to all account customers only. The fee for this will be $5.00 per invoice.
12.12 Should a transport carrier or Customer file for bankruptcy or foreclosure, FOA is not liable for any monies outstanding or issues of non-delivery.
12.13 The use of the FOA system is subject to acceptance of FOA Terms and Conditions, and the acceptance of further Terms and Conditions that each individual Transport Carrier may have.
12.14 Every care is taken to ensure that products supplied to FOA are in good and usable condition. No claim to the contrary will be entertained unless in writing by the Customer within seven (7) days of delivery to the Customer.
12.18 Payments may be made by Direct deposit Cheque or Credit card. All credit card payments are subject to a 3% surcharge.
12.2 FOA may increase the Fees at any time without notice..
12.3 An account rendered by e-mail or otherwise by FOA shall be prima facie evidence for a Court of the provision of the items referred to in same to Customer by FOA.
12.4 PO Box Deliveries-A fee of $13.00 will be automatically recharged to the card used to make the payment if you have not elected PO Box delivery upfront.
12.5 Futile Pick up-A fee of $25.00 will be automatically recharged to the card used to make the payment if your goods are not ready when the carries arrives and leaves without them.
12.6 Incorrect Address-A fee of $16.00 plus are redelivery fee will be automatically recharged to the card used to book this shipment for goods with an incorrect address.
12.7 Re Delivery-If your goods cannot be delivered, you will be automatically recharged a redelivery fee based on a basic charge and kilo rate..
12.8 Return To Sender- A fee of $15.00 plus the shipping fees to return the goods will be automatically recharged to the card used to make the payment.
12.9 Cancelation-If your goods cannot be delivered, you will be automatically recharged a redelivery fee based on a basic charge and kilo rate.
12.9 Manual Consignments- For Manual consignments a fee of $12.50 is recharged automatically if you do not attach the labels given by Couriers and Freight.
12.9 Filling in a Manual Connote- When filling in a Manual Connote you must put the same weights, dimensions and service that the shipment was booked under else there will be an additional recharge.
If you do not select a service your goods will automatically travel under the carrier’s default service of Express Premium or Express Overnight; you will be automatically charged the amount the equivalent to this service based on the same price schedule less the any amount already paid.
If you pick a different service than your original booking was booked under you will automatically be recharged an amount equivalent to this service based on the same price schedule less the any amount already paid.
After signing the carriers manual connote you will once again have to confirm the carries terms and conditions.
13.1 Unless expressly stated to the contrary and to the extent permitted by law:
(a) the Fees are exclusive of all Taxes which may arise in relation to the subject matter of this Agreement;
(b) Customer shall immediately pay any applicable Taxes to FOA; and
(c) Customer shall indemnify and keep indemnified FOA from payment of the Taxes and any penalties arising from non-payment of same.
14.1 Customer shall pay FOA interest at the Interest Rate on all overdue amounts from the due date until payment is made.
14.2 The Customer will pay interest from the date of demand until payment on so much of the Debt as may be outstanding at a daily rate of interest equivalent to that interest rate charged by the Commonwealth Bank of Australia from time to time on overdraft accounts less the $100,000.00. Interest shall be calculated on daily balances from the date of demand. The minimum weekly interest charged will be:
- If not paid within 21 days from date of invoice Min $5.00 Will apply to the outstanding amount
- If not paid within 30 days from date of invoice Min $6.00 Will apply to the outstanding amount
- If not paid within 45 days from date of invoice Min $8.00 Will apply to the outstanding amount
- If not paid within 60 days from date of invoice Min $15.00 Will apply to the outstanding amount
15. Suspension of Obligations
15.1 If Customer breaches any provision of this Agreement FOA may, without further notice to Customer,
(a) suspend all its obligations to Customer under this Agreement; and
(b) withdraw any discount which was otherwise applicable to the Fees.
16. Force Majeure
16.1 FOA shall not be liable for any delay or failure to perform its obligations if such a failure or delay is due to Force Majeure.
17. Limited Warranty
17.1 FOA shall supply Courier and Freight Services™ with all due care and skill.
17.2 FOA shall re-supply Courier and Freight Services™ which are not supplied in accordance with this Clause provided that Customer notifies FOA of same within a reasonable time. This remedy shall be Customer’s sole and exclusive remedy for breach of this Agreement or any other cause of action against FOA.
18. Limitation of Liability
18.1 To the extent permitted by law and except as expressly provided to the contrary in this Agreement, all warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of this Agreement or to this Agreement generally, are excluded. Where legislation implies in this Agreement any condition or warranty and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or the exercise of or liability under such term, such term shall be deemed to be included in this Agreement. However, the liability of FOA for any breach of such term shall be limited, at the option of FOA, to any one or more of the following: if the breach related to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and if the breach relates to services the supplying of the services again; or the payment of the cost of having the services supplied again.
18.2 To the extent permitted by law and except as expressly provided to the contrary in this Agreement,
(a) FOA shall not be under any liability (contractual, tortious or otherwise) to Customer in respect of any loss or damage (including consequential loss or damage) howsoever caused, which may be suffered or incurred or which may arise directly or indirectly in respect to the supply of goods or services pursuant to this Agreement or an act, failure or omission of FOA.
(b) FOA is not responsible for any goods which are stolen, confiscated, delivered late, damaged, wet or not delivered at all and any packaging used for such goods.
18.3 Customer warrants that it has not relied on any representation made by FOA or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by FOA.
19. Further Assistance
19.1 Customer shall:
(a) declare, make or sign all documents and do all things necessary or desirable to give full effect to this Agreement; and
(b) if applicable, procure its officers, employees and agents to do same.
20.1 To the extent permitted by law, Customer shall release, indemnify and keep indemnified FOA, its officers, employees and agents, against any injury, death, damage, loss, costs (including legal costs on an indemnity basis), expenses, interest, taxes or liability whether direct or indirect and whether sustained by FOA, FOA’s officers, employees and agents, FOA’s suppliers, FOA’s suppliers’ officers, employees and agents, Customer, Customer’s officers, employees and agents or a third party arising out of:
(a) a breach of this agreement by Customer;
(b) any wilful, unlawful or negligent act or omission of Customer, its officers, employees or agents;
(c) any injury suffered by Customer’s officers, employees or agents; and
(d) the discharge of Customer’s obligations pursuant to this Agreement.
20.2 This indemnity applies regardless of whether or not legal proceedings are instituted.
20.3 This indemnity applies to any payment, settlement, compromise or determination regardless of whether same is, or is not, authorised by Customer.
20.4 It is not necessary to incur any expense or make any payment before enforcing any right of indemnity under this Agreement.
20.5 This Clause survives termination of this Agreement.
21.1 No right of FOA under this Agreement shall be deemed to be waived except by notice in writing signed by FOA. Any such waiver shall be limited to its express terms.
21.2 Any failure by FOA to enforce any provision of this Agreement, or any forbearance, delay or indulgence granted by FOA shall not be construed as a waiver of FOA’s rights.
22.1 The provisions of this Agreement which are capable of having effect after the expiration of this Agreement shall remain in full force and effect following the expiration of this Agreement.
23. Assignment, Novation and Sub-Contracts
23.1 Customer shall not sub-contract, sub-licence, assign or novate, in whole or part, any entitlement or obligation under this Agreement without the prior written consent of FOA.
23.2 FOA may:
(a) sub-contract for the performance or part performance of this Agreement; and
(b) assign this Agreement to a third party without notice and in such circumstances, FOA’s rights and obligations under this Agreement shall be immediately terminated upon assignment.
24.1 Notices under this Agreement may be delivered by hand, by mail or by facsimile to the addresses provided by the Parties in writing for same from time to time.
24.2 Notices shall be deemed given in the case of:
(a) hand delivery, upon written acknowledgment of receipt by an officer or other duly authorised employee, agent or representative of the receiving party;
(b) email, immediately upon acceptance of same by a machine outside the control of the sender;
(c) posting, 3 days after dispatch; and
(d) facsimile, upon completion of transmission.
25. Early Termination
25.1 If Customer accepts an offer from FOA which is for a fixed period and before that fixed period has expired terminates this Agreement Customer shall pay FOA by way of liquidated damages the full amount remaining to be payable for that fixed period.
25.2 The Parties agree that amount is a genuine pre-estimate of the loss or damage which FOA would suffer in such circumstances.
26.1 FOA may terminate this Agreement immediately if:
(a) any payment due from Customer to FOA remains unpaid for a period of 14 days;
(b) Customer breaches any provision of this Agreement and such breach is not remedied within 14 days of notice by FOA;
(c) Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
(d) Customer, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
(e) Customer being a natural person, dies; or
(f) Customer ceases or threatens to cease conducting its business in the normal manner.
26.2 In addition to terminating this Agreement, FOA:
(a) may dispose of or sell as it sees fit without any duty to ensure the best price for same any goods left in its possession for which it has not been paid for in full;
(b) may disable Customer’s access to the website;
(c) may retain any moneys paid;
(d) may charge a reasonable sum for any un-invoiced items;
(e) shall be regarded as discharged from any further obligations under this Agreement;
(f) shall be under no liability to Customer for damages or compensation or any other payment whatsoever;
(g) may immediately erase all Confidential Client Data Information stored by FOA; and
(h) may pursue any additional or alternative remedies provided by law.
27. Entire Agreement
27.1 Unless stated expressly to the contrary in this Agreement:
(a) this Agreement constitutes the entire agreement between the Parties for the subject matter referred to in this Agreement. Any prior arrangements, agreements, representations or undertakings are superseded;
(b) this Agreement is not to be construed as creating a joint venture, partnership or agency situation between the Parties. No Party may represent that there exists such a relationship between the Parties;
(c) no Party may bind another Party to any agreements, arrangements, contracts or understanding or represent that they have such authority; and
(d) no modification or alteration of any provision of this Agreement shall be valid except in writing signed by each Party save that FOA may on 30 days notice change any term of this Agreement and in such a case Customer may terminate this Agreement during that notice period without further obligation. This subclause shall not apply to any pre-existing orders.
28. Governing Law
28.1 This Agreement shall be governed by and construed according to the law of New South Wales.
28.2 The Parties irrevocably submit to the exclusive jurisdiction of the Courts of New South Wales and the Commonwealth of Australia. Any proceedings shall be issued in Sydney.
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