Effective Date: 24/4/25
These Terms and Conditions of Sale (“Terms“) govern the purchase of Products and Services from
TempLogic Pty Ltd (ABN, ACN 16 671 109 596) (“TempLogic“, “we“,
“us“, “our“) by the customer placing an
order (“Buyer“, “you“, “your“). These Terms apply to all sales made by TempLogic in
Australia and New Zealand.
PLEASE READ THESE TERMS
CAREFULLY. BY PLACING AN ORDER WITH TEMPLOGIC, YOU AGREE TO BE BOUND BY THESE
TERMS.
In these Terms, unless the context otherwise requires:
●
ACL means the Australian
Consumer Law, being Schedule 2 to the Competition
and Consumer Act 2010 (Cth) and the corresponding provisions of State and
Territory fair trading legislation.
●
Agreement means the contract
formed between TempLogic and the Buyer for the supply of Products and/or
Services, comprising these Terms, the relevant Quote, the Order Confirmation,
and the Privacy Policy.
●
APPs means the Australian
Privacy Principles set out in the Privacy
Act 1988 (Cth).
●
Buyer or Customer means the person, business, company or entity acquiring
Products or Services from TempLogic.
●
CGA means the Consumer Guarantees Act 1993 (NZ).
●
Confidential Information means any information disclosed by one party to the other that
is marked as confidential or which ought reasonably to be known to be
confidential, but does not include information that is publicly known (other
than through a breach of confidentiality), independently developed, or required
to be disclosed by law.
●
Delivery Point means the Buyer’s
nominated delivery address specified in the Order Confirmation, unless
otherwise agreed in writing.
●
FTA means the Fair Trading Act 1986 (NZ).
●
Force Majeure Event
means an event beyond the reasonable control of a party, including acts of God,
war, terrorism, pandemic, government actions, fire, flood, earthquake,
significant supply chain disruptions, strikes, or lockouts.
●
GST means goods and
services tax as defined in the A New Tax
System (Goods and Services Tax) Act 1999 (Cth) for Australian sales, or the
Goods and Services Tax Act 1985 (NZ)
for New Zealand sales.
●
Incoterms® 2020
means the International Commercial Terms published by the International Chamber
of Commerce, 2020 edition.
●
Insolvency Event
means the occurrence of an event such as liquidation, administration,
receivership, bankruptcy, or entering into a scheme of arrangement with
creditors.
●
Intellectual Property Rights means all intellectual property rights including patents,
trademarks, service marks, copyright, designs, trade secrets, know-how, and
other rights of a similar nature, whether registered or unregistered.
●
IPPs means the Information
Privacy Principles set out in the Privacy
Act 2020 (NZ).
●
Order Confirmation
means the written confirmation provided by TempLogic accepting the Buyer’s
Purchase Order.
●
Personal Information has the meaning given in the Privacy Act 1988 (Cth) for Australian Buyers or the Privacy Act 2020 (NZ) for New Zealand
Buyers.
●
PPSA means the Personal Property Securities Act 2009
(Cth) or the Personal Property Securities
Act 1999 (NZ), as applicable.
●
Price means the price for the
Products and/or Services as specified in the Order Confirmation, exclusive of
GST and other charges unless stated otherwise.
●
Privacy Act means the Privacy Act 1988 (Cth) for Australia or
the Privacy Act 2020 (NZ) for New
Zealand, as applicable.
●
Privacy Policy means TempLogic’s
privacy policy available at [Insert Link to Privacy Policy], as updated from
time to time.
●
Products means the data loggers
(including single-use USB, Bluetooth-enabled, and real-time multi-use loggers)
and related hardware supplied by TempLogic.
●
Purchase Order means an order for
Products and/or Services submitted by the Buyer to TempLogic.
●
Quote means a written
quotation provided by TempLogic to the Buyer for the supply of Products and/or
Services.
●
Services means any services
provided by TempLogic in conjunction with the Products, such as support or
access to a data platform.
●
TempLogic means TempLogic Pty Ltd
(ABN, ACN [Insert ACN]).
●
Terms means these Terms and
Conditions of Sale.
● UCT Regime means the unfair contract terms laws under the ACL and the FTA.
2.1
Quotations: Any Quote provided by TempLogic is valid for 30 days from the date
of issue, unless otherwise stated in the Quote. A Quote is an invitation to
treat and does not constitute an offer to supply.
2.2
Purchase Orders: You may place an order by submitting a Purchase Order to
TempLogic, based on a valid Quote or via our website or other agreed method.
Your Purchase Order constitutes an offer to purchase the specified Products
and/or Services subject to these Terms. You warrant that the person placing the
Purchase Order is duly authorised to bind you.
2.3
Acceptance: A binding Agreement is formed only when TempLogic issues a written
Order Confirmation to you, or when TempLogic commences fulfilment of the
Purchase Order, whichever occurs first. TempLogic reserves the right to accept
or reject any Purchase Order in its sole discretion.
2.4
Primacy of these Terms: These Terms govern the Agreement. Any terms or
conditions contained in your Purchase Order, confirmation, or other
documentation that are additional to or inconsistent with these Terms are
expressly rejected and shall not form part of the Agreement, unless expressly
agreed to in writing by an authorised representative of TempLogic. Fulfilment
of your order does not constitute acceptance of your terms.
2.5
Order Cancellation: Once TempLogic has issued an Order Confirmation, you may
not cancel the order without TempLogic’s prior written consent, which may be
subject to you paying reasonable cancellation charges determined by TempLogic.
TempLogic may cancel an accepted order without liability if supply becomes
impossible or commercially impracticable due to a Force Majeure Event or other
reasons beyond its reasonable control, subject to its obligations under the ACL
and FTA.
3.1
Price: The Price for the Products and/or Services shall be as specified in the
relevant Quote or Order Confirmation, subject to adjustment only in accordance
with Clause 4 (Price Variation).
3.2
Exclusions: Unless expressly stated otherwise in the Quote or Order
Confirmation, the Price excludes GST, other applicable taxes and duties,
delivery charges, insurance, and any special handling or packaging costs
requested by you. These additional costs will be added to the invoice amount
payable by you.
3.3
GST: You must pay TempLogic the applicable GST amount in addition to the Price.
TempLogic will provide a valid tax invoice for this purpose.
3.4
Payment Terms:
(a)
Credit Approved Buyers: If you have been approved for credit terms by TempLogic
in writing, payment is due in full within the terms specified on the invoice or
Order Confirmation.
3.5
TempLogic may withdraw credit terms at its discretion.
(b)
Other Buyers: For Buyers without approved credit terms, payment is due in full
prior to dispatch of the Products or commencement of the Services.
(c)
Payment Method: Payment must be made via direct deposit to TempLogic’s
nominated bank account or by credit card (a surcharge may apply), as specified
on the invoice.
3.6
Late Payment and Default: If you fail to pay any amount due under the Agreement
by the due date, or if an Insolvency Event occurs in respect of you:
(a)
All amounts owing by you to TempLogic on any account become immediately due and
payable;
(b)
TempLogic may suspend or cease further deliveries of Products or performance of
Services without liability to you;
(c)
TempLogic may charge interest on the overdue amount at a rate of 10.35% per
annum (calculated daily based on the prevailing pre-judgment interest rate
applicable in NSW courts plus 2%), from the due date until the date of payment
in full. This interest charge represents a genuine pre-estimate of TempLogic’s
loss incurred due to late payment; and
(d)
You agree to indemnify TempLogic for all reasonable costs and expenses incurred
in the recovery of overdue amounts, including legal fees on a solicitor-client
basis.
3.7
No Set-Off: You must pay all amounts owing to TempLogic in full without any
deduction or set-off of any amounts TempLogic may allegedly owe to you.
4.1
Acknowledgement: You acknowledge that certain external factors beyond
TempLogic’s reasonable control can significantly impact the cost of supplying
the Products after an Order Confirmation is issued but before delivery. This
clause provides a limited mechanism to adjust the Price in specific, defined
circumstances.
4.2
Trigger Events: TempLogic may vary the Price after the date of the Order
Confirmation only if one or more of the following specific, verifiable trigger
events occur prior to dispatch:
(a)
Tariffs/Duties: The imposition or increase of any specific government tariff,
duty, levy, or tax directly applicable to the import or supply of the specific
Products in your Order Confirmation, which was not in effect or publicly
announced at the date of the Order Confirmation.
(b)
Significant FX Fluctuation: A decrease in the value of the Australian Dollar
(AUD) against the United States Dollar (USD) exceeding 7.5% between the date of
the Order Confirmation and the date falling 5 business days before the
scheduled dispatch date, based on the official closing exchange rate published
by the Reserve Bank of Australia. This adjustment applies only to the
proportion of the Price directly and demonstrably attributable to imported
components priced in USD.
4.3
Calculation of Increase: Any Price increase under this clause will be limited
to the actual, direct, and verifiable additional cost incurred by TempLogic
solely as a result of the Trigger Event(s).
(a)
For tariffs/duties (Clause 4.2(a)), the increase will be the exact amount of
the additional charge payable by TempLogic.
(b)
For FX fluctuations (Clause 4.2(b)), the USD-denominated cost component of the
Price will be adjusted proportionally based on the exchange rate movement
exceeding the 7.5% threshold.
TempLogic
will provide reasonable supporting documentation upon request to substantiate
the calculation.
4.4
Notice of Variation: If TempLogic intends to vary the Price under this clause,
it must provide you with written notice at least 14 days prior to the scheduled
dispatch date (“Variation Notice”). The Variation Notice will clearly
state:
(a)
The Trigger Event(s) that has occurred;
(b)
Reasonable justification and evidence (where applicable) for the Price
variation;
(c)
The calculation of the proposed Price increase; and
(d)
The revised total Price for the affected Products.
4.5
Buyer’s Right to Terminate: If you do not agree to the Price increase specified
in the Variation Notice, you have the right to terminate the specific Order
Confirmation relating to the affected Products by providing written notice to
TempLogic within 7 business days of receiving the Variation Notice. If you
terminate under this clause 4.5:
(a)
You will have no obligation to pay the increased Price or any cancellation fee
or penalty for the terminated Products; and
(b)
TempLogic will have no obligation to supply the terminated Products.
If
you do not provide a termination notice within the 7-business day period, you
will be deemed to have accepted the revised Price.
4.6
Transparency and Fairness: This clause is intended to be transparent and is
limited to specific, verifiable external cost impacts. It is included to
protect TempLogic’s legitimate interest in avoiding significant unforeseen
losses on contracted orders due to specific external events, while providing
you with notice and the right to exit the transaction without penalty if the
Price changes.
5.1
Delivery: TempLogic will deliver the Products to the Delivery Point. Unless
otherwise specified in the Order Confirmation or agreed in writing, delivery
shall be DAP (Delivered at Place) Buyer’s nominated delivery address Incoterms®
2020.1 Under DAP Incoterms® 2020, TempLogic arranges and pays for transport to
the Delivery Point and bears the risk of loss or damage during transit until
the Products are made available to you on the arriving means of transport,
ready for unloading. You are responsible for unloading the Products.
5.2
Risk Transfer: Risk of loss or damage to the Products passes to you upon
delivery in accordance with the agreed Incoterm (i.e., upon arrival at the
Delivery Point, ready for unloading, for DAP).
5.3
Title Transfer (Retention of Title): Legal and beneficial title to the Products
remains with TempLogic and does not pass to you until TempLogic has received
payment in full (in cleared funds) for:
(a)
the Products; and
(b)
all other amounts owing by you to TempLogic on any account.
Until
title passes, you must:
(c)
hold the Products as bailee for TempLogic;
(d)
store the Products separately from your own goods and in a manner that clearly
identifies them as TempLogic’s property;
(e)
not encumber or grant any security interest over the Products; and
(f)
permit TempLogic or its agents to enter your premises during business hours to
inspect or recover the Products upon default or Insolvency Event.
TempLogic
may register its security interest under the applicable PPSA. You agree to do
all things necessary to assist TempLogic in perfecting its security interest.
5.4
Delivery Dates: Any delivery dates quoted by TempLogic are estimates only. Time
is not of the essence for delivery. TempLogic will use reasonable efforts to
meet estimated delivery dates but is not liable for delays caused by factors
beyond its reasonable control, including Force Majeure Events or delays caused
by you. However, this does not limit your rights under the ACL or CGA regarding
delivery within a reasonable time if no date is specified.
5.5
Partial Shipments: TempLogic reserves the right to make partial shipments. Each
partial shipment will be invoiced separately and constitutes a separate
contract under these Terms.
Failure
to deliver one instalment does not entitle you to cancel other instalments.
5.6
Inspection and Acceptance: You must inspect the Products immediately upon
delivery. You must notify TempLogic in writing of any alleged shortage, damage
in transit, or failure to comply with the Order Confirmation (“Defect
Notice”) within 5 business days of delivery. Your notice must provide
reasonable detail of the alleged issue. If you do not provide a Defect Notice
within this timeframe, you are deemed to have accepted the Products as
delivered in good condition and conforming to the Order Confirmation, subject
to your rights under Clause 6 (Warranties) and any non-excludable statutory
guarantees.
6.1
Statutory Guarantees Acknowledgement (Australia & New Zealand):
(a)
Australia: Our goods and services come with guarantees that cannot be excluded
under the Australian Consumer Law. For major failures with the service, you are
entitled:
*
to cancel your service contract with us; and
*
to a refund for the unused portion, or to compensation for its reduced value.
You
are…source except as permitted under the CGA for business transactions (see
Clause 7.3). These include guarantees that goods are of acceptable quality and
fit for purpose, and services are provided with reasonable care and skill.
(c)
General: Nothing in these Terms purports to modify or exclude the conditions,
warranties, guarantees, rights or remedies implied by the ACL, CGA, FTA or
other applicable laws which cannot lawfully be excluded or modified
(“Non-Excludable Guarantees”).
6.2
TempLogic Limited Warranty: TempLogic warrants that the Products manufactured
by it will be free from defects in materials and workmanship under normal use
for a period of twelve (12) months from the date of delivery (“Warranty
Period”).
(a)
Scope: This warranty covers defects in materials and workmanship only.
(b)
Exclusions: This warranty does not cover defects or damage resulting from:
*
Normal wear and tear;
*
Misuse, accident, neglect, abuse, or improper handling or storage;
*
Improper installation or maintenance;
*
Failure to follow TempLogic’s instructions, specifications, or recommended
operating environmental ranges;
*
Unauthorised modifications, repairs, or tampering;
*
Use with incompatible third-party products or systems;
*
External causes such as power surges, fire, flood, or other Force Majeure
Events.
(c)
Claim Process: To make a warranty claim, you must:
*
Notify TempLogic in writing within the Warranty Period, providing proof of
purchase and a detailed description of the alleged defect.
*
Follow TempLogic’s Return Merchandise Authorisation (RMA) process, if
requested. TempLogic may require you to return the Product (initially at your
cost) for inspection and testing.
*
If TempLogic confirms a valid warranty claim, TempLogic will, at its option and
subject to your rights under Non-Excludable Guarantees (including whether a
failure is major or minor), either: (i) repair the defective Product; (ii)
replace the defective Product with a new or refurbished Product of equivalent
function; or (iii) provide a refund or credit for the Price paid for the
defective Product. If the claim is validated, TempLogic may reimburse
reasonable return shipping costs.
6.3
Manufacturer’s Warranty: For Products not manufactured by TempLogic, any
warranty is limited to the warranty provided by the original manufacturer,
which TempLogic will pass through to you to the extent permitted. TempLogic
makes no separate warranty for such Products.
6.4
Data Logger Accuracy and Use:
(a)
You acknowledge that the accuracy of measurements (e.g., temperature, humidity,
location, shock) recorded by the Products is subject to the specifications,
tolerances, and operating environmental ranges published by TempLogic for each
specific Product model.
TempLogic
does not warrant accuracy beyond these published specifications.
(b)
You are solely responsible for:
*
Selecting Products suitable for your specific application and regulatory
requirements;
*
Ensuring proper installation, configuration, calibration (where applicable and
as recommended in Product documentation), and operation of the Products in
accordance with TempLogic’s instructions and within specified environmental
limits;
*
Interpreting the data generated by the Products and determining its suitability
and reliability for your purposes; and
*
Complying with all applicable laws and regulations regarding the use of the
Products and the data they generate.
(c)
TempLogic is not liable for inaccuracies, failures, or losses arising from your
failure to comply with the responsibilities in Clause 6.4(b), or from factors
external to the Product’s inherent specifications and proper functioning (e.g.,
signal interference, incorrect placement, environmental conditions outside
specified ranges).
6.5
Disclaimer of Other Warranties: Subject to the Non-Excludable Guarantees, all
other conditions, warranties, representations, and guarantees, whether express
or implied by statute, common law, trade usage, or otherwise, are excluded to
the maximum extent permitted by law.
7.1
Non-Excludable Liability: Nothing in these Terms excludes, restricts, or
modifies any Non-Excludable Guarantee or any liability or remedy that cannot be
excluded, restricted, or modified by law. This includes liability for death or
personal injury caused by negligence, or for fraud.
7.2
Limitation of Liability (Australia – ACL s64A):
(a)
This clause 7.2 applies only to sales governed by Australian law.
(b)
If the Products or Services supplied under this Agreement are not of a kind
ordinarily acquired for personal, domestic or household use or consumption (as
defined in the ACL), then TempLogic’s liability for failure to comply with a
consumer guarantee under the ACL (other than a guarantee under sections 51, 52
or 53 of the ACL) is limited, at TempLogic’s option, to one or more of the
following:
*
(Goods): (i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods; (iii) the payment of the cost of replacing the
goods or of acquiring equivalent goods; or (iv) the payment of the cost of
having the goods repaired.
*
(Services): (i) the supplying of the services again; or (ii) the payment of the
cost of having the services supplied again.
(c)
This limitation under section 64A of the ACL applies only if it is fair and
reasonable in the circumstances for TempLogic to rely on it. TempLogic bears
the onus of showing it is fair and reasonable.
7.3
Contracting Out (New Zealand – CGA s43):
(a)
This clause 7.3 applies only to sales governed by New Zealand law where the
Buyer is acquiring the Products or Services ‘in trade’.
(b)
The parties agree that:
*
Both TempLogic and the Buyer are ‘in trade’ within the meaning of the CGA and
FTA;
*
The Products and Services are supplied and acquired ‘in trade’;
*
Pursuant to section 43(2) of the CGA and section 5D of the FTA, the parties
agree that the provisions of the CGA and sections 9, 12A, 13, and 14(1) of the
FTA do not apply to the supply of Products and Services under this Agreement;
and
*
It is fair and reasonable that the parties are bound by this clause 7.3(b). The
Buyer acknowledges it has had the opportunity to negotiate this term and seek
legal advice.
7.4
Exclusion of Consequential Loss: Subject always to Clause 7.1 and liability for
breach of Non-Excludable Guarantees (including liability for reasonably
foreseeable loss or damage resulting from such a breach 104), neither party
will be liable to the other party for any indirect, special, incidental,
punitive, or consequential loss or damage, including loss of profits, loss of
revenue, loss of data, loss of goodwill, business interruption, or loss of
anticipated savings, arising out of or in connection with this Agreement, the
Products, or the Services, however caused (including negligence).
7.5
Overall Liability Cap: Subject always to Clause 7.1 and liability for breach of
Non-Excludable Guarantees, each party’s total aggregate liability to the other
party arising under or in connection with this Agreement (whether in contract,
tort including negligence, statute, or otherwise) will be limited to the total
Price paid or payable by the Buyer for the specific Products or Services giving
rise to the claim under the relevant Order Confirmation.
7.6
UCT Consideration: Clauses 7.4 and 7.5 are intended to be fair and reasonable
allocations of risk between commercial parties. However, if this Agreement is
deemed a standard form contract subject to the UCT Regime, these clauses may be
subject to review for unfairness, particularly under the ACL.
8.1
IP Ownership: All Intellectual Property Rights in the Products (including
hardware design, firmware, embedded software), associated documentation, and
any Services (including any data platform provided by TempLogic) are and remain
the exclusive property of TempLogic or its licensors. No transfer of ownership
of any Intellectual Property Rights is granted under this Agreement.
8.2
Licence Grant (if applicable): If access to a TempLogic software platform or
application is provided as part of the Services, TempLogic grants you a
limited, non-exclusive, non-transferable, non-sublicensable, revocable licence
during the term of the relevant Service subscription to access and use that
platform/application solely for your internal business purposes of accessing,
viewing, and managing data generated by the Products purchased under this
Agreement, subject to these Terms and any specific licence terms provided with
the platform/application. You must not (and must not permit any third party to)
reverse engineer, decompile, disassemble, modify, copy, rent, lease,
sublicense, or create derivative works from such software/platform.
8.3
Data Collected by Products:
(a)
Buyer Data Ownership: You own the raw data generated by the Products relating
to your operations, goods, or environment (e.g., temperature, humidity,
location, shock readings) (“Buyer Data”).
(b)
TempLogic’s Access and Use: You grant TempLogic a licence to access, use,
process, and store Buyer Data solely for the purposes of: (i) providing the
Products and Services to you under this Agreement (including technical support,
diagnostics, and platform functionality); (ii) monitoring system performance
and security; and (iii) complying with its legal obligations.
(c)
Secondary Use (Anonymised/Aggregated Data): TempLogic may use Buyer Data in an
anonymised and aggregated form (where neither you nor any individual can be
reasonably identified) for its internal business purposes, such as improving
its products and services, developing new offerings, and generating industry
insights or benchmarks (e.g., for supply chain optimisation reports).
TempLogic’s use of such anonymised/aggregated data is subject to its
obligations under applicable Privacy Acts and its Privacy Policy. The Privacy
Policy provides further details on how such data is handled.
(d)
Privacy Compliance: Both parties agree to comply with their respective
obligations under the applicable Privacy Act (including the APPs in Australia
and IPPs in New Zealand) and any other relevant data protection laws regarding
any Personal Information collected, used, stored, or disclosed in connection
with this Agreement. TempLogic’s handling of Personal Information is further
detailed in its Privacy Policy.
(e)
Data Security: Each party must implement and maintain reasonable technical and
organisational security measures appropriate to the sensitivity of the data to
protect Buyer Data and any Personal Information against unauthorised access,
use, disclosure, loss, or destruction.
(f)
Cross-Border Data Transfer: If TempLogic processes or stores Buyer Data
(including Personal Information) using service providers located outside the
jurisdiction where the Buyer is located (Australia or New Zealand), TempLogic
will take reasonable steps as required by APP (Australia) or IPP (New Zealand)
to ensure the data is protected by comparable safeguards or that another lawful
basis for the transfer exists. Further details are in the Privacy Policy.
8.4
Confidentiality: Each party agrees to keep the other party’s Confidential
Information confidential and not disclose it to any third party, except as
necessary to perform its obligations under this Agreement, to its professional
advisors under confidentiality obligations, or as required by law. Each party
will use the other’s Confidential Information only for the purposes of this
Agreement.
9.1
Termination for Cause: Either party may terminate this Agreement (or an
affected Order Confirmation) with immediate effect by written notice if the
other party:
(a)
Commits a material breach of this Agreement and fails to remedy the breach
within 30 days of receiving written notice specifying the breach and requiring
its remedy; or
(b)
Suffers an Insolvency Event.
9.2
Termination for Non-Payment: TempLogic may terminate this Agreement or suspend
performance if the Buyer fails to pay any undisputed amount due within 14 days
after receiving written notice of the overdue payment.
9.3
Consequences of Termination: Upon termination of this Agreement for any reason:
(a)
You must immediately pay TempLogic all outstanding unpaid invoices and
interest, and for any Products delivered or Services performed but not yet
invoiced;
(b)
Each party must return or destroy (at the other party’s option) all
Confidential Information and Intellectual Property materials of the other party
in its possession or control;
(c)
Any licences granted under this Agreement will terminate;
(d)
Accrued rights, remedies, obligations, and liabilities of the parties as at
termination will not be affected; and
(e)
Clauses which expressly or by implication survive termination (including
Clauses 1, 6, 7, 8, 9.3, 10.4, 10.5, 10.9) will continue in full force and
effect.
10.1
Force Majeure: Neither party shall be liable for any failure or delay in
performing its obligations under this Agreement (other than payment
obligations) if such failure or delay is caused by a Force Majeure Event,
provided the affected party notifies the other party promptly and uses
reasonable endeavours to mitigate the effect of the event. If the Force Majeure
Event continues for more than 60 days, the unaffected party may terminate the
Agreement by written notice.
10.2
Notices: Any notice required under this Agreement must be in writing and sent
to the party’s registered office or primary email address specified in the
Order Confirmation or as otherwise notified. Notices are deemed received: if
sent by email, at the time of transmission (unless a delivery failure notice is
received); if sent by post, 3 business days after posting (within Australia/NZ)
or 7 business days (international).
10.3
Assignment: You may not assign, transfer, or subcontract any of your rights or
obligations under this Agreement without the prior written consent of
TempLogic. TempLogic may assign, transfer, or subcontract its rights and
obligations under this Agreement to an affiliate or in connection with a
merger, acquisition, or sale of substantially all its assets, upon written
notice to you.
10.4
Governing Law and Jurisdiction: This Agreement is governed by and construed in
accordance with the laws of New South Wales, Australia. The parties irrevocably
submit to the non-exclusive jurisdiction of the courts of New South Wales and
the Federal Court of Australia. This choice of law does not exclude the
mandatory application of the ACL, CGA, or FTA where their respective criteria
for application are met.
10.5
Dispute Resolution:
(a)
If a dispute arises out of or relating to this Agreement, the parties must
first attempt to resolve it through good faith negotiation between senior
representatives.
(b)
If the dispute is not resolved within 30 days of negotiation commencing, either
party may refer the dispute to mediation administered by the Australian
Disputes Centre (ADC) or a similar recognised body in New Zealand, with the
mediation to be held in Sydney, Australia (or another agreed location) and
costs shared equally.
(c)
Neither party may commence court proceedings (except for urgent interlocutory
relief) until they have complied with clauses 10.5(a) and 10.5(b).
10.6
Severance: If any provision of this Agreement is found by any court or
administrative body of competent jurisdiction to be invalid, illegal, or
unenforceable, such provision shall be severed from the Agreement, and the
remaining provisions shall continue in full force and effect. The parties shall
attempt to substitute the severed provision with a valid provision that
achieves to the greatest extent possible the economic, legal, and commercial
objectives of the severed provision.
10.7
Waiver: No failure or delay by a party in exercising any right or remedy under
this Agreement shall constitute a waiver of that right or remedy. No single or
partial exercise of any right or remedy shall prevent further exercise of that
right or remedy. Any waiver must be in writing and signed by the waiving party.
10.8
Entire Agreement: This Agreement constitutes the entire agreement between the
parties relating to its subject matter and supersedes all prior discussions,
negotiations, understandings, and agreements, whether written or oral. Each
party acknowledges that it has not relied on any statement, promise,
representation, assurance, or warranty made or given by or on behalf of the
other party which is not set out in this Agreement.
10.9
Variation: No variation of this Agreement shall be effective unless it is in
writing and signed by authorised representatives of both parties.
10.10
Relationship: Nothing in this Agreement creates a partnership, joint venture,
agency, or employment relationship between the parties.
Collect the right data, at the right time and leverage it to make the right decisions for your business
