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Terms of Service – Australia

GIVEPANEL SOFTWARE AS A SERVICE TERMS AND CONDITIONS (AUSTRALIA)
Agreed terms

  1. Interpretation
    1.1 The definitions and rules of interpretation in this clause apply in this agreement.
    Anti-Corruption Rules: applicable laws in any Australian jurisdiction relating to the prevention and/or sanction of bribery and
    other forms of corrupt behaviour or practices, including but not limited to any relevant legislation or regulations set out in this
    Agreement.
    Anti-Discrimination Laws: the Age Discrimination Act 2004 (Cth), the Disability Discrimination Act 1992 (Cth), the Racial
    Discrimination Act 1975 (Cth) and the Sex Discrimination Act 1984 (Cth).
    Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer
    to use the SaaS Services.
    Business Day: a day other than a Saturday, Sunday or public holiday in Victoria, Australia when banks in Melbourne are open for
    business.
    Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as
    Confidential Information in clause 10.5 or clause 10.6.
    Consequential Loss: any loss that does not arise naturally and according to the usual course of things as a result of a breach of
    this Agreement or other event giving rise to such loss, whether or not such loss may reasonably be supposed to have been in the
    contemplation of the parties, at the time they made this Agreement, as the probable result of the relevant breach or other event.
    Consumer Guarantee: a guarantee applicable to the supply of goods or services which is incorporated into this Agreement
    pursuant to Division 1 Part 3-2 of the Australian Consumer Law.
    Customer: the person or entity identified as the customer on the Order.
    Customer Data: the data inputted by the Customer, its Authorised Users, or GivePanel on the Customer’s behalf, for the purpose
    of using the SaaS Services or facilitating the Customer’s use of the SaaS Services.
    GivePanel: a trading name of GivePanel Limited.
    Insolvency Event: in relation to a party, means (a) the party or any entity having or exercising control over that party becomes
    an externally-administered body corporate for the purposes of the Corporations Act 2001 (Cth) or an external insolvency
    administrator is appointed to any such party under the provisions of any companies or securities legislation of another
    jurisdiction; (b) a controller (as that term is defined in the Corporations Act) or mortgagee in possession is appointed to the
    assets of the party or any entity having or exercising control over that party, or such appointment is reasonably likely; (c) the
    party or any entity having or exercising control over that party, fails to comply with a statutory demand in the manner specified
    in section 459F of the Corporations Act, and has not made an application to set aside such demand under section 459G of the
    Corporations Act; or (d) the party is unable to pay its debts as and when they fall due.
    Normal Business Hours: 9.00 am to 5.00 pm local Victorian time, each Business Day.
    Order: the Customer’s order for the provision of the SaaS Services, whether made via a physical order from, an electronic order
    form, or via the Website.
    Personal information: as defined in section 6 of the Privacy Act 1988 (Cth).
    Privacy Policy: GivePanel’s Privacy Policy in respect of data which it is Controller as found on https://givepanel.com/privacy/ and
    as updated from time to time.
    SaaS: Software as a Service.
    SaaS Services: the SaaS subscription services provided by GivePanel to the Customer under this agreement via
    app.givepanel.com or any other website notified to the Customer by GivePanel from time to time, including any documentation
    provided to the Customer via the SaaS Services.
    Subscription Fees: the subscription fees payable by the Customer to GivePanel for the Subscription Package selected as set out
    on the Website or the Order.
    Subscription Package: the package purchased by the Customer giving the Customer access to the SaaS Services, such
    Subscription Package based upon the amount of Transactions the Customer estimates it will complete using the SaaS Services
    each year of the Subscription Term. The Subscription Package tiers as applicable from time to time can be found on GivePanel’s
    website or are available upon request by emailing [email protected] .
    Subscription Start Date: the date outlined in the Order.
    Subscription Term: has the meaning given in clause 14.1.
    Transaction: any donation, chargeback or payment made via Facebook donate, or Facebook’s giving tools, that is tracked via the
    Software.
    Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely
    affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network
    or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or
    data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in
    whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar
    things or devices.
    Website: https://givepanel.com
    1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
    1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
    1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated
    or established.
    1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
    1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement
    under that statute or statutory provision.
    1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to
    paragraphs of the relevant schedule to this agreement.
  2. Licence
    2.1 Subject to the Customer paying the Subscription Fees, the restrictions set out in this clause 2, and the other terms and conditions
    of this agreement, GivePanel hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant
    sub-licences, to use and to permit the Authorised Users to use the SaaS Services during the Subscription Term solely for the
    Customer’s internal business operations.
    2.2 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the SaaS
    Services that:
    (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    (b) facilitates illegal activity;
    (c) depicts sexually explicit images;
    (d) promotes unlawful violence;
    (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    (f) is otherwise illegal or causes damage or injury to any person or property;
    2.3 and GivePanel reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s
    access to any material that breaches the provisions of this clause. GivePanel further reserves the right to report offensive content
    to the Office of the eSafety Commissioner or the Human Rights and Equal Opportunity Commission as the context requires. The
    Customer shall not:
    (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the
    parties and except to the extent expressly permitted under this agreement:
    (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display,
    transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means;
    or
    (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to humanperceivable
    form all or any part of the Software; or
    (b) access all or any part of the SaaS Services in order to build a product or service which competes with the SaaS
    Services; or
    (c) use the SaaS Services to provide services to third parties; or
    (d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise
    commercially exploit, or otherwise make the SaaS Services available to any third party except the Authorised
    Users, or
    (e) attempt to obtain, or assist third parties in obtaining, access to the SaaS Services, other than as provided under
    this clause 2; and
    2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the SaaS Services and, in the
    event of any such unauthorised access or use, promptly notify GivePanel.
    2.5 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary
    or holding company of the Customer without the agreement of GivePanel.
  3. SaaS Services
    3.1 GivePanel shall, during the Subscription Term, provide the SaaS Services to the Customer on and subject to the terms of this
    agreement.
    3.2 GivePanel shall use commercially reasonable endeavours to make the SaaS Services available 24 hours a day, seven days a week,
    except for:
    (a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
    (b) unscheduled maintenance performed outside Normal Business Hours, provided that GivePanel has used
    reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
    3.3 GivePanel will, as part of the SaaS Services and at no additional cost to the Customer, provide the Customer with GivePanel’s
    standard customer support services during Normal Business Hours. The Customer may purchase enhanced support services
    separately at GivePanel’s then current rates.
  4. Customer Data
    4.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not Personal Information and shall
    have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
    4.2 Without prejudice to the above, nothing in this agreement shall prevent GivePanel from anonymising and aggregating any
    Customer Data (including Personal Information) and using such information generated for its internal business purposes which
    shall include the analysis of such data and the use of the conclusions gained from such analysis to make improvements to the
    SaaS Services. GivePanel shall also be able to use such data to provide insights and information updates that GivePanel may
    publish on its website, via social media, and/or to the world at large.
    4.3 GivePanel shall, in providing the SaaS Services, comply with its Privacy Policy relating to the privacy and security of the Customer
    Data available at https://givepanel.com/privacy or such other website address as may be notified to the Customer from time to
    time, as such document may be amended from time to time by GivePanel in its sole discretion.
    4.4 Both parties will comply with all applicable requirements of the Australian Privacy Principles.
  5. Third party providers
    5.1 The Customer acknowledges that the SaaS Services may enable or assist it to access the website content of, correspond with,
    and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. GivePanel
    makes no representation, warranty or commitment, shall have no obligation whatsoever and to the extent permissible by law
    disclaims all liability in relation to the content or use of, or correspondence with, any such third-party website, or any transactions
    completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any
    transaction completed via any third-party website is between the Customer and the relevant third party, and not GivePanel.
    GivePanel recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to
    using the relevant third-party website. GivePanel does not endorse or approve any third-party website nor the content of any
    of the third-party website made available via the SaaS Services.
  6. GivePanel’s obligations
    6.1 Without limiting clause 6.3, GivePanel undertakes that the SaaS Services will be performed with reasonable skill and care.
    6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the SaaS Services
    contrary to GivePanel’s instructions, or modification or alteration of the SaaS Services by any party other than GivePanel or
    GivePanel’s duly authorised contractors or agents. If the SaaS Services do not conform with the foregoing undertaking, GivePanel
    will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the
    Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the
    Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing,
    GivePanel:
    (a) does not warrant that the Customer’s use of the SaaS Services will be uninterrupted or error-free; or that the
    SaaS Services, and/or the information obtained by the Customer through the SaaS Services will meet the
    Customer’s requirements; and
    (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of
    data (where such data does not amount to Personal Data) over communications networks and facilities,
    including the internet, and the Customer acknowledges that the SaaS Services may be subject to limitations,
    delays and other problems inherent in the use of such communications facilities.
    6.3 Nothing in this Agreement purports to exclude or modify GivePanel’s obligations under an applicable Consumer Guarantee.
    6.4 This agreement shall not prevent GivePanel from entering into similar agreements with third parties, or from independently
    developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this
    agreement.
    6.5 GivePanel warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance
    of its obligations under this agreement.
  7. Customer’s obligations
    7.1 The Customer shall:
    (a) provide GivePanel with:
    (i) all necessary co-operation in relation to this agreement; and
    (ii) all necessary access to such information as may be required by GivePanel;
    in order to provide the SaaS Services, including but not limited to Customer Data, security access information and
    configuration services;
    (b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations
    with respect to its activities under this agreement including, but not limited to, the Anti-Discrimination Laws,
    Anti-Corruption Rules, and the Modern Slavery Act 2018 (Cth);
    (c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the
    event of any delays in the Customer’s provision of such assistance as agreed by the parties, GivePanel may
    adjust any agreed timetable or delivery schedule as reasonably necessary;
    (d) ensure that any Authorised Users that it allows to use the SaaS Services do so in accordance with the terms and
    conditions of this agreement and shall be responsible for any such user’s breach of this agreement;
    (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for GivePanel, its
    contractors and agents to perform their obligations under this agreement, including without limitation the SaaS
    Services;
    (f) ensure that its network and systems comply with the relevant specifications provided by GivePanel from time
    to time; and
    (g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely
    responsible for procuring, maintaining and securing its network connections, and all problems, conditions,
    delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network
    connections or telecommunications links or caused by its own systems, hardware, and/or software.
  8. Charges and payment
    8.1 The Customer shall pay the Subscription Fees to GivePanel for the Subscription Package in accordance with this clause 8.
    8.2 Unless otherwise agreed in the Order, GivePanel shall invoice the Customer for the Subscription Fees annually in advance on or
    around the Subscription Date. All invoices shall be paid within 14 days of the invoice date.
    8.3 If, at any time, during the Subscription Term the Customer’s use of the SaaS Services results in the amounts of Transactions being
    completed exceeding the amount of Transactions in the Subscription Package for which the Customer has paid the Subscription
    Fees, GivePanel shall notify the Customer of the same and the parties shall discuss a change to the Subscription Package, together
    with the associated change in the Subscription Fees payable, for the remainder of the Subscription Term. Upon the agreement
    of the updated Subscription Package GivePanel shall invoice the Customer for any increase in Subscription Fees payable and such
    invoice shall be paid within 14 days of the invoice date.
    8.4 If, following a notification as outlined in clause 8.3 above, the parties are unable to agree a revised Subscription Package then
    the Subscription Package shall remain at its current status but GivePanel shall be entitled to suspend the Customer’s use of the
    SaaS Services when it has completed the amount of Transactions as it has purchased pursuant to its Subscription Package and
    such suspension shall only be lifted upon the agreement of an updated Subscription Package pursuant to clause 8.3 above.
    8.5 GivePanel shall provide the Customer with notice of a potential use of Transactions above the Transactions allowed in the
    Subscription Package for which the Customer is subscribed when the Customer has exceeded 75% of the total Transactions
    allowed under the Subscription Package at any given time and within two Business Days of the date on which such usage reaches
    75%.
    8.6 If GivePanel has not received payment of any invoice within 7 days after the due date, and without prejudice to any other rights
    and remedies of GivePanel:
    (a) GivePanel may, without liability to the Customer, disable the Customer’s password, account and access to all
    or part of the SaaS Services and GivePanel shall be under no obligation to provide any or all of the SaaS Services
    while the invoice(s) concerned remain unpaid;
    (b) the supplier may charge the Customer an administrative charge of AU$100, such charge representing
    GivePanel’s reasonable administrative costs in dealing with any late payment and any suspension and
    reactivation of the Customer’s account that may take place; and
    (c) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current
    base lending rate of the Reserve Bank of Australia from time to time, commencing on the due date and
    continuing until fully paid, whether before or after judgment.
    8.7 All amounts and fees stated or referred to in this agreement:
    (a) shall, unless otherwise agreed in writing, be payable in Australian dollars;
    (b) are, subject to clause 14.3(b), non-cancellable and non-refundable;
    (c) are, unless otherwise agreed, exclusive of any Goods and Services Tax (GST) or other value added tax, which
    may applicable to GivePanel’s invoice(s) at the appropriate rate.
  9. Proprietary rights
    9.1 The Customer acknowledges and agrees that GivePanel and/or its licensors own all intellectual property rights in the SaaS
    Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents,
    copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or
    licences in respect of the SaaS Services.
    9.2 GivePanel confirms that it has all the rights in relation to the SaaS Services that are necessary to grant all the rights it purports
    to grant under, and in accordance with, the terms of this agreement.
  10. Confidentiality
    10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this
    agreement. A party’s Confidential Information shall not be deemed to include information that:
    (a) is or becomes publicly known other than through any act or omission of the receiving party;
    (b) was in the other party’s lawful possession before the disclosure;
    (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    (d) is independently developed by the receiving party, which independent development can be shown by written
    evidence.
    10.2 Subject to clause 10.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s
    Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the
    implementation of this agreement.
    10.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not
    disclosed or distributed by its employees or agents in violation of the terms of this agreement.
    10.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by
    any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the
    extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of
    disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the
    other party in relation to the content of such disclosure.
    10.5 The Customer acknowledges that details of the SaaS Services, and the results of any performance tests of the SaaS Services,
    constitute GivePanel’s Confidential Information.
    10.6 GivePanel acknowledges that the Customer Data is the Confidential Information of the Customer.
    10.7 The above provisions of this clause 10 shall survive termination of this agreement, however arising.
  11. Privacy
    11.1 GivePanel will only collect Personal Information from the Customer for the purpose of providing the Services, and will use such
    information in accordance with its Privacy Policy and the Australian Privacy Principles.
    11.2 The Customer hereby warrants, represents, and undertakes that the Personal Information provided to GivePanel has been
    collected and transferred in accordance with the Australian Privacy Principles and that all necessary consents have been
    obtained.
    11.3 GivePanel will not disclose Personal information to an overseas recipient except as permitted by the Australian Privacy Principles.
    Without limiting the foregoing, the parties acknowledge and agree that the United Kingdom and the European Union have data
    protection laws which, overall, are at least substantially similar to the way in which the Australian privacy principles protect the
    information.
    11.4 GivePanel will take such steps as are reasonable to protect Personal Information from misuse, interference or loss, and from
    unauthorised access, modification and disclosure.
    11.5 To the extent that GivePanel holds Personal information which is subject to the data protection or privacy laws of another
    country, it will comply with such laws.
  12. Indemnity
    12.1 The Customer shall defend, indemnify and hold harmless GivePanel against claims, actions, proceedings, losses, damages,
    expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the
    Customer’s use of the SaaS Services, provided that:
    (a) the Customer is given prompt notice of any such claim;
    (b) GivePanel provides reasonable co-operation to the Customer in the defence and settlement of such claim, at
    the Customer’s expense; and
    (c) the Customer is given sole authority to defend or settle the claim.
  13. Limitation of liability
    13.1 Except as expressly and specifically provided in this agreement:
    (a) the Customer assumes sole responsibility for results obtained from the use of the SaaS Services by the
    Customer, and for conclusions drawn from such use. GivePanel shall have no liability for any damage caused
    by errors or omissions in any information, instructions or scripts provided to GivePanel by the Customer in
    connection with the SaaS Services, or any actions taken by GivePanel at the Customer’s direction;
    (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or
    common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
    (c) the SaaS Services are provided to the Customer on an “as is” basis.
    13.2 Nothing in this agreement excludes the liability of GivePanel or the Customer:
    (a) for death or personal injury caused by GivePanel’s negligence;
    (b) for fraud or fraudulent misrepresentation;
    (c) breach of confidence or breach of a privacy obligation; or
    (d) liability arising under any statute, including but not limited to the Australian Consumer Law, which cannot under
    the provisions of such statute be excluded.
    13.3 GivePanel’s liability in respect of the breach of a Consumer Guarantee is limited to:
    (a) in the case of goods supplied to the Customer, the replacement of the goods or the supply of equivalent goods
    (or the payment of the cost to the Customer of the replacement or supply), or the repair of the goods (or the
    payment of the cost to the Customer of the repair); and
    (b) in the case of Services supplied to the Customer, the supply of the Services again or the payment of the cost to
    the Customer of having the services supplied again.
    13.4 Subject to clauses 13.1, 13.2 and 13.3:
    (a) GivePanel shall not be liable whether in tort (including for negligence or breach of statutory duty), contract,
    misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or
    similar losses, or pure economic loss, or for any special, indirect or Consequential Loss, costs, damages, charges
    or expenses however arising under this agreement; and
    (b) GivePanel’s total aggregate liability in contract, tort (including negligence or breach of statutory duty),
    misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated
    performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions
    during the 12 months immediately preceding the date on which the claim arose.
  14. Term and termination
    14.1 This agreement shall commence on the Subscription Start Date and shall continue for a period of one year (unless otherwise
    terminated in accordance with the terms of this agreement) (the “Subscription Term”) and, unless otherwise extended by the
    mutual agreement of the parties, shall automatically terminate at the end of the Subscription Term.
    14.2 The Customer shall be entitled to terminate this agreement by giving GivePanel not less than one (1) month’s notice in writing,
    such notice to expire no sooner than the end of the Subscription Term.
    14.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by
    giving written notice to the other party if:
    (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in
    default not less than 14 days after being notified in writing to make such payment;
    (b) the other party commits a material breach of any other term of this agreement which breach is irremediable
    or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in
    writing to do so;
    (c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably
    justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the
    terms of this agreement;
    (d) the other party becomes subject to an Insolvency Event.
    14.4 On termination of this agreement for any reason:
    (a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately
    cease all use of the SaaS Services;
    (b) each party shall return and make no further use of any equipment, property and other items (and all copies of
    them) belonging to the other party;
    (c) GivePanel shall anonymise all Customer Data held by it, such anonymisation taking place no sooner than 60
    days after termination of this agreement; and
    (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination,
    including the right to claim damages in respect of any breach of the agreement which existed at or before the
    date of termination shall not be affected or prejudiced.
  15. Force majeure
    GivePanel shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its
    obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable
    control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of
    GivePanel or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic,
    pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or
    direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that
    the Customer is notified of such an event and its expected duration.
  16. Variation
    No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised
    representatives).
  17. Waiver
    No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver
    of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No
    single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  18. Rights and remedies
    Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and
    not exclusive of, any rights or remedies provided by law.
  19. Severance
    If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted,
    but that shall not affect the validity and enforceability of the rest of this agreement.
  20. Entire agreement
    20.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements,
    promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its
    subject matter.
    20.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any
    statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
    20.3 Each party agrees that, except as otherwise provided by law, it shall have no claim for innocent or negligent misrepresentation
    or negligent misstatement based on any statement in this agreement.
  21. Assignment
    21.1 The Customer shall not, without the prior written consent of GivePanel, assign, transfer, charge, sub-contract or deal in any
    other manner with all or any of its rights or obligations under this agreement.
    21.2 GivePanel may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or
    obligations under this agreement.
  22. No partnership or agency
    Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party
    to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind
    the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any
    obligation or liability and the exercise of any right or power).
  23. Third party rights
    This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where
    applicable, their successors and permitted assigns).
  24. Notices
    24.1 Any notice required to be given under this agreement shall be in writing and shall be sent by email to the email addresses
    provided on the Sign-up Page.
    24.2 Notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained
    by the sender).
  25. Governing law and Jurisdiction
    25.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual
    disputes or claims) shall be governed by and construed in accordance with the law of the State of Victoria, Australia.
    25.2 Each party irrevocably agrees that the courts of the State of Victoria shall have exclusive jurisdiction to settle any dispute or
    claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes
    or claims).

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