Your Sales Co

1. Definitions and interpretation 

Definitions 

1. The following definitions apply in this agreement unless the context requires otherwise: 

1. Authorised Users means the specific individuals whom you designate to use the Tech Sales Accelerator and for whom you have paid the required fees. 

2. Claim means any claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse (whether in contract, tort, under statute or otherwise). 

3. Commencement Date means the date on which the Tech Sales Accelerator was first made available to you (by any means, whether tangible or intangible (such as email, internet download or online login). 

Confidential Information means all information (however recorded or preserved) disclosed or provided (whether in writing, orally or by any other means and whether directly or indirectly) by one party to the other before, on or after the date of this agreement in connection with this agreement or the Tech Sales Accelerator where such information is identified as confidential at or before the time of its disclosure or ought reasonably be considered confidential based on its content or nature or the manner of its disclosure and, for the avoidance of doubt, includes the existence and terms of this agreement and all User Data. 

4. Consumer Law means the Competition and Consumer Act 2010 (Cth). 

Corporations Act means the Corporations Act 2001 (Cth). 

5. Course Material means all information (however recorded or preserved) relating to the Tech Sales Accelerator which can be online or downloaded (including all content, videos, manuals, notes, user guides, specifications, data, reports, designs, modification manuals, flow charts that are designed to assist or supplement the development, understanding or use of the Tech Sales Accelerator). 

6. Disclosing Party means, in respect of any particular Confidential Information, the party that discloses that Confidential Information (whether directly or indirectly) to the other party. 

7. Dispose means, in relation to any right, benefit or property, to sell, assign, transfer, alienate, rent, lease, distribute, sublicence alienate or create a trust or Encumbrance over or in respect of that right, benefit or property. 

8. Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right of set-off or other third-party right or interest (legal or equitable) including any assignment by way of security, reservation of title or other security interest of any kind, howsoever created or arising, or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect. 

9. Fees mean the fees payable by you for your use of the Tech Sales Accelerator as set out in the Subscription Terms. 

10. Force Majeure Event means any: 

1. natural disaster (such as flood, earthquake, windstorm, etc); 

2. outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority; 

3. industrial dispute; 

4. government restraint; 

5. unavailability, shortage, breakage or failure of essential equipment, communication channels, facilities, machinery or electricity supply (not caused by the relevant party); 

6. shut-down or corruption of, or interruption to, the internet or network servers (not caused by the relevant party); or 

7. other event that is not within the reasonable control of the parties and which, by its nature, could not have been foreseen by the relevant party or, if it could have been foreseen, was unavoidable. 

11. Improvements means, in respect of the Tech Sales Accelerator and/or any Course Material relating thereto, any developments, enhancements, modifications, derivatives, updates or other improvements, including any customisations that are made at your request or upon your direction, even if such customisations incorporate know-how, ideas, requests or suggestions made or provided by you. 

12. Insolvency Event means, in respect of a party: 

1. where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party’s estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency; 

2. where the party is a company, a resolution is passed or court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law; 

3. a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part; or 

4. the party is otherwise unable to pay its debts as and when they fall due. 

13. IP Ownership Claim has the meaning given in clause 12.1. 

14. IP Rights means patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer Tech Sales Accelerator, database rights, rights in confidential information (including know-how, trade secrets and marketing secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

15. Licence means the licence to use the Tech Sales Accelerator and Course Material provided by Your Sales Co to you pursuant to clause 2. 

16. Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability of any kind or character (including legal and other professional fees and expenses on a full indemnity basis) that a party pays, suffers or incurs or is liable for, including all: 

1. liabilities on account of Tax; 

2. interest and other amounts payable to third parties; 

3. legal and other professional fees and expenses (on a full indemnity basis) and other costs incurred in connection with investigating, defending or settling any Claim, whether or not resulting in any liability; and 

4. all amounts paid in settlement of any Claim. 

17. Proposal means the invoice or offer by Your Sales Co for you to use the Licence for tech sales course and Course Material to which these terms and conditions were attached or that accompanied, or was provided along with, these terms and conditions. 

18. Recipient means, in respect of any particular Confidential Information, the party that receives that Confidential Information (whether directly or indirectly) from the other party. 

19. Representatives means, in respect of a person, its employees, consultants, agents and advisors and, in respect of a body corporate, includes its officers. 

Tech Sales Accelerator means the self-led online tech sales course including the Course Material and all updates and upgrades of that Tech Sales Accelerator Course and Course Material. 

20. Subscription Terms means the pricing and inclusions for the Licence as specified in the Proposal. 

21. Trademarks means the trademarks and service marks that are used or displayed in the Tech Sales Accelerator and/or the Website. 

22. User Data means any data, content, code, video, images or other material of any type that you submit, upload, transmit or otherwise make available to or through the Tech Sales Accelerator. 

23. Website means our website located at www.yoursalesco.com and pages within that domain and any of its subdomains. 

2. Licence 

1. Subject to the provisions of this agreement, with effect on and from the Commencement Date, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, licence to use the Tech Sales Accelerator and Course Material worldwide, but only for your own internal business purposes in accordance with the terms of this agreement. Such internal purposes do not include use by any parent, subsidiary, or affiliate of yours. 

Subscription Terms 

2. This agreement sets out our standard licence terms for the Tech Sales Accelerator. The particular pricing and inclusions of your Licence are set out in your Subscription Terms. To the extent of any inconsistency between the terms of this standard agreement and your Subscription Terms, the Subscription Terms will prevail. 

3. Restrictions on use 

1. You must: 

1. ensure that only one Authorised User can access and use the Tech Sales Accelerator; 

2. only disclose your account access details to your Representatives on a need-to-know basis; 

3. ensure that your Representatives who have access to the Tech Sales Accelerator: 

1. are made aware of the terms of this agreement; and 

2. do not do, or omit to do, anything which, if done or omitted to be done by you, would constitute a breach of this agreement by you, 

and you acknowledge and agree that you will be responsible for, and liable to us in respect of, the actions and omissions of any and all of your Representatives in relation to the Tech Sales Accelerator as if they were your own actions or omissions; 

4. contact us immediately if you have any reason to believe that any of your passwords have been compromised or used without your authority; 

5. keep your account access details secure and confidential and change your passwords whenever directed to do so by us; 

6. where directed, provide us with details of any other professional parties linked to your account; 

7. keep your account details and other personal information, including your email address and payment method details, updated and provide us with notice of any changes to that information so that we can complete your transactions and contact you as needed in connection with your account; and 

8. keep your internet privacy and virus detection Tech Sales Accelerator up-to-date. 

2. You must not: 

1. provide access to the Tech Sales Accelerator to a third party or otherwise Dispose of your access to the Tech Sales Accelerator and Course Material, whether in whole or in part, to any person without our prior written consent under clause 14; 

2. use the Tech Sales Accelerator: 

1. in any way other than pursuant to the Licence granted to you under clause 2; 

2. in any way that could damage our reputation or the goodwill or IP Rights associated with the Tech Sales Accelerator; 

3. for competitive analysis or to build competitive products; or 

4. to share inappropriate content or Course Material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity); 

3. use any Tech Sales Accelerator or services in conjunction with the Tech Sales Accelerator that modifies or reroutes, or attempts to modify or reroute, the Tech Sales Accelerator; 

4. authorise any third party to access and/or use the Tech Sales Accelerator on your behalf using any automated process such as a bot or spider or periodic caching of information stored by the Tech Sales Accelerator; 

5. reverse engineer, decompile, disassemble, decrypt, hack, emulate, exploit, adapt, modify, translate, frame or reformat any part of the Tech Sales Accelerator or otherwise seek to obtain or derive any of the Source Code or any underlying ideas, algorithms or file formats of, or any components used in, the Tech Sales Accelerator by any means whatsoever, or attempt to do any of the foregoing; 

6. modify or remove any copyright or proprietary notices pertaining to the Tech Sales Accelerator; 

7. disclose your passwords to any third party; 

8. circumvent any restrictions on access to, or availability of, the Tech Sales Accelerator; 

9. engage in activity that is harmful to you, the Tech Sales Accelerator or others (eg, transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech or advocating violence against others); 

10. infringe upon the rights of others (eg, unauthorised sharing of copyrighted Course Material); or 

11. engage in activity that violates the privacy of others. 

4. Privacy 

1. You acknowledge that your use of the Tech Sales Accelerator is subject to our Privacy Policy. We reserve the right to monitor, collect and store your communications with us (whether by email or any other form of transmission) for the purposes of our business needs, including quality control and security. 

2. In relation to any Personal Information that is included in any User Data, all parties must comply with the Privacy Act and any guidelines issued from time to time by the Commonwealth Privacy Commissioner. 

5. Duration of the Licence and renewals 

The Licence will commence on the Commencement Date and, unless otherwise specified in the Subscription Terms, continue in force for 3 months unless terminated or revoked earlier in accordance with clause 7. Any renewals must be mutually agreed upon by the parties in writing. 

6. Payment of Fees 

1. You must pay the Fees to us in full and on time in accordance with this clause 6. Your use of, and access to, the Tech Sales Accelerator is conditional upon your payment of the Fees. 

Periodic payments 

In consideration for granting the Licence, you must pay the applicable Fees to us periodically in accordance with the Subscription Terms through the GoCardless platform. Unless specified otherwise in the Subscription Terms, such Fees are payable monthly in advance commencing on the Commencement Date for the duration of your Licence. The amount due for any renewal term will be immediately payable in full as at the first day of that renewed term. 

2. You agree that you are authorising recurring payments and you authorise us to charge you for the Tech Sales Accelerator at the recurring intervals you have agreed to until the Licence is validly terminated by you or by us pursuant to clause 7. We may suspend or cancel the Licence if we do not receive an on time, full payment from you. 

Method of payment 

3. Payments to be made under this agreement must be made by automatic direct debit. We will deduct the amount due on your account at the due date of your direct debit from your nominated bank account or credit or debit card. 

Direct debits 

4. You must ensure that: 

1. the account information supplied to us is correct; 

2. the nominated account can accept direct debits; and 

3. sufficient funds are available in the nominated account to meet each payment on its due date. 

5. You must advise us if: 

1. your nominated account is transferred or closed or the direct debit is cancelled. You must do so as soon as you become aware of this change; and/or 

2. you wish to change your direct debit account or personal details. For any changes to take effect for your next direct debit payment, we must receive your request at least 10 Business Days before that direct debit due date. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account. 

6. If a direct debit is scheduled to be made on a day other than a business day, that direct debit will be made on the next business day. 

7. If a payment is dishonoured because there are insufficient funds in your nominated account, we: 

1. will notify you and try to deduct the payment on another day; 

2. may make other attempts to take the payment; 

3. may cancel your direct debit agreement; and/or 

4. may terminate your access to the Tech Sales Accelerator. 

Third-party payment processing 

8. Payment by credit or debit card or by direct debit from your bank account is additionally subject to the usage terms and policies of the relevant third-party payment processor. We do not hold your credit/debit card details. 

Failed payment fees 

If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we will attempt to reprocess payment on 3 separate occasions, firstly within 24 hours of when payment was due, then 48 hours and finally 72 hours, before contacting you to arrange payment directly.  

9. In the event where we have not received payment in accordance with clause 6.9, we reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such fee as an additional payment. If you initiate a chargeback or reversal with your bank for your payment of the Fees, we will deem you to have cancelled as of the date that the original payment was made and you authorise us to immediately terminate the Licence and revoke your access to the Tech Sales Accelerator. 

Refunds 

10. Except as expressly provided otherwise in this agreement and where required by the Consumer Law, all amounts paid on account of Fees are non-refundable. 

No set-off or deduction 

11. The parties acknowledge and agree that – unless otherwise required by law – all amounts payable under this agreement are to be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever (whether or not any such set-off, counterclaim, withholding, deduction or lien arises under this agreement). 

7. Revocation and termination 

Suspension of access 

1. We may, with or without notice, suspend your access to all or part of the Tech Sales Accelerator if you breach this agreement or do, or allow to be done, anything that may have the effect of jeopardising the operation of the Tech Sales Accelerator for other users. 

Termination or revocation by You 

2. We may revoke the Licence or terminate this agreement at any time and for any reason at our absolute discretion with immediate effect upon you. 

Termination by You upon notice 

3. You may terminate this agreement for any reason at your absolute discretion by sending a written notice to us by email or post at the following address: 

   1. To: Your Sales Co

   2. Email: [email protected]

4. Your access to the Tech Sales Accelerator will end at the expiry of the billing period in which your termination under clause 7.3 takes effect. You will remain committed for that billing period and, in accordance with clause 6.11, amounts paid by you prior to your termination under clause 7.3 taking effect will be non-refundable, except where required by the Consumer Law. You should refer to the Subscription Terms as you may be obligated to pay cancellation charges. 

Mutual termination rights 

5. Notwithstanding clauses 7.2 and 7.3, each party may terminate this agreement with immediate effect by written notice to the other party if: 

1. the other party Course Materially breaches this agreement where: 

1. such breach is irremediable; or 

2. if remediable, the other party fails to remedy the breach within 14 days of written notice by the terminating party; 

2. an Insolvency Event occurs in respect of the other party; or 

3. a Force Majeure Event preventing the performance of this agreement continues for more than 20 Business Days. 

Payment obligations 

6. In no event shall termination of this agreement release you from the obligation to pay any amounts that became due and payable on or before the date of termination. 

8. Consequences of termination 

1. You acknowledge and agree that, following termination of this agreement in any circumstances, you will not have further access to your User Data, which will remain stored by us. 

2. If this agreement is terminated or expires for any reason, then, in addition, and without prejudice, to any other rights or remedies: 

1. the parties are immediately released from their obligations under this agreement, other than under clauses 4 (Privacy), 6 (Payment of Fees), 7 (Revocation and termination), 9 (Disclaimer of warranties and limitation of liability), 10 (Indemnities), 11 (Intellectual property rights), 12 (IP Ownership Claims), 13 (Confidentiality), 16 (General) and this clause 8, which shall survive any termination of this agreement; 

2. your right to use the Tech Sales Accelerator and the Trademarks immediately ceases, the licence granted to you under clause 2 immediately terminates and you must immediately remove all Tech Sales Accelerator and Trademarks from your computer systems and records; and 

3. we reserve the right to delete your account. 

Accrued rights 

3. Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination. 

9. Disclaimer of warranties and limitation of liability 

Disclaimer of warranties 

1. To the maximum extent permitted by law, we expressly disclaim all representations, warranties and guarantees (whether implied, statutory or otherwise) in relation to the Tech Sales Accelerator, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. 

2. The Tech Sales Accelerator is provided strictly on an ‘as is’ basis and, to the maximum extent permitted by law, we make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Tech Sales Accelerator and in particular we do not represent, warrant or guarantee that: 

1. your use of the Tech Sales Accelerator will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, Tech Sales Accelerator, system or data; 

2. the Tech Sales Accelerator will meet your requirements or expectations; 

3. errors or defects will be corrected; or 

4. the Tech Sales Accelerator will be free of viruses or other harmful components. 

No Guarantee of Success or Performance 

3. Your Sales Co does not guarantee, warrant, or make any representations regarding the success or performance of the Tech Sales Accelerator in meeting your personal or business objectives. The effectiveness of the Tech Sales Accelerator varies depending on a wide range of factors beyond our control, including but not limited to your dedication, effort, and the application of the skills taught within the course. Consequently, Your Sales Co explicitly disclaims any liability for the Tech Sales Accelerator's success or performance in achieving any specific outcomes, results, leads, conversions, earnings, or any other measures of success or performance. You acknowledge and agree that they assume all risks associated with the use of the Tech Sales Accelerator and any reliance on its perceived benefits or results. 

Exclusion of liability 

4. To the maximum extent permitted by law, we exclude all liability to you or any other person for any Losses arising directly or indirectly out of, or in connection with, any use of, or reliance upon, the Tech Sales Accelerator by you or any other person (provided that nothing in this clause 9.4 absolves us of our obligations as expressly set out in this agreement, subject always to the liability cap under clause 9.6). 

Waiver and release 

5. You hereby irrevocably release us from, waive the right to bring, and covenant not to bring, any Claim that you have, or would otherwise have had, against us arising directly or indirectly out of, or in connection with, any use of, or reliance upon, the Tech Sales Accelerator by you or any other person and acknowledge and agree that this waiver and release may be pleaded as a bar and complete defence to any such Claims (provided that nothing in this clause 9.5 absolves us of our obligations as expressly set out in this agreement, subject always to the liability cap under clause 9.6). 

Liability cap 

6. Our total aggregate liability for all Claims under or in respect of this agreement is limited to the aggregate amount of the Fees paid by you under this agreement. 

Remedies limited 

7. Without limiting or derogating from the liability cap under clause 9.6, to the maximum extent permitted by law, we expressly limit our liability for breach of any non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion): 

1. the supply of the services again; and/or 

2. the payment of the cost of having the services supplied again. 

Force Majeure Event 

8. To the maximum extent permitted by law, and without limiting any other provision of this agreement, we exclude liability for any delay in performing any of our obligations under this agreement where such delay is caused by a Force Majeure Event, and we shall be entitled to a reasonable extension of time for the performance of such obligations. 

10. Indemnities 

You will indemnify and hold us harmless against all Losses that may be suffered or incurred by us arising directly or indirectly out of, or in connection with: 

1. any breach of this agreement by you; 

2. your negligent acts or omissions; and/or 

3. any Claim brought, or threatened to be brought, by a third party against us alleging that your use of the Tech Sales Accelerator constitutes an infringement of any IP Rights of the third party. 

11. Intellectual property rights 

We retain ownership 

1. You acknowledge and agree that: 

1. this agreement does not transfer or assign any IP Rights to you; 

2. we own and retain all IP Rights in the Tech Sales Accelerator and Course Material including any and all Improvements that may be created or developed with you; and 

3. you have no IP Rights in any part of the Tech Sales Accelerator or Course Material, including any Improvements, other than the rights temporarily granted to you pursuant to clause 2 and you must not take any step to invalidate or prejudice our title to the IP Rights. 

Ownership of User Data 

2. We acknowledge and agree that you own and retain all IP Rights in the User Data submitted, uploaded, transmitted, generated or otherwise made available to or through the Tech Sales Accelerator. Solely to the extent necessary to provide the Tech Sales Accelerator to you, you grant us a worldwide, limited-term licence to access, use, process, copy, distribute, perform, export, and display your User Data. 

Trademarks 

3. The Trademarks are unregistered trademarks owned by us and/or our affiliates. You may not use any of the Trademarks without our prior written consent. You must comply with our reasonable usage guidelines and directions with respect to the Trademarks as notified to you from time to time. 

Feedback 

4. We welcome your comments, feedback, suggestions, information and other communications regarding the Tech Sales Accelerator – however, please note that: 

1. any such feedback will be and remain our exclusive property and you will relinquish any right, title or interest in such feedback immediately upon it being sent to us; 

2. we will be entitled to use, exploit, improve, make, copy, disclose, display or perform publicly, distribute, improve and modify any such feedback for any purpose whatsoever without restriction; and 

3. we will not compensate you for any such feedback. 

12. IP Ownership Claims 

1. You must promptly notify us of any actual or suspected infringement of, or attack or challenge to the ownership or registration of, any of our IP Rights in the Tech Sales Accelerator that comes to your attention (each an IP Ownership Claim). 

2. We will have absolute discretion to decide what action to take in respect of any IP Ownership Claim and sole conduct of any related legal proceedings (including any legal proceedings conducted in our name or in the joint names of you and us). Accordingly, you must: 

1. not bring any legal proceedings in respect of any IP Ownership Claim without our prior written consent; and 

2. cooperate fully with us, and take all steps requested by us in our discretion, in defending any IP Ownership Claim, provided that we will be responsible for the cost of any related legal proceedings and entitled to any damages, account of profits and/or awards of costs recovered, 

and you must ensure that any and all of your assignees or sub-parties do the same. 

13. Confidentiality 

Confidentiality obligations 

1. Subject to clauses 13.2, 13.3 and 13.5, the Recipient must: 

1. keep the Confidential Information of the Disclosing Party confidential and not disclose or make available that Confidential Information in whole or in part to any third party; 

2. not use or exploit that Confidential Information in any way except for the purposes of complying with its obligations and exercising its rights under this agreement; and 

3. implement and maintain effective security measures to prevent unauthorised use and disclosure of that Confidential Information whilst it is in the Recipient's possession or control. 

Disclosure to authorised Representatives 

2. The Recipient may disclose the Confidential Information of the Disclosing Party to the Recipient’s Representatives but only to the extent that they have an actual need to know the Confidential Information in order for the Recipient to properly perform its obligations and exercise its rights under this agreement and provided that the Recipient: 

1. must ensure that all such Representatives: 

1. comply with the obligations in this agreement as if each of them was a party to this agreement in the place of the Recipient; and 

2. do not do, or omit to do, anything which, if done or omitted to be done by the Recipient, would constitute a breach of this agreement by the Recipient; and 

2. will be responsible for, and liable to the Disclosing Party in respect of, the actions and omissions of any and all of its Representatives in relation to that Confidential Information as if they were its own actions or omission. 

Other exceptions 

3. Subject to clause 13.4, the obligations in clause 13.1 do not apply to any Confidential Information which (as shown by appropriate Course Material and other evidence in the Recipient’s possession): 

1. either: 

1. is or becomes generally available to the public; 

2. was already known to the Recipient or its Representatives on a non-confidential basis prior to the time of its first disclosure (whether direct or indirect) by the Disclosing Party to the Recipient; or 

3. is received by the Recipient (whether directly or indirectly) from a third party after that time, 

unless it became so generally available, known or received (as applicable) as a direct or indirect result of an unlawful act or breach of confidentiality about which the Recipient knew or ought reasonably (after due enquiry) to have known; 

2. is required by law or court order to be disclosed, provided that the Recipient must: 

1. promptly notify the Disclosing Party in writing in advance of any such disclosure, if reasonably practicable; and 

2. reasonably assist the Disclosing Party in obtaining confidential treatment for, or avoiding or minimising such disclosure of, the relevant Confidential Information to the extent reasonably requested by the Disclosing Party; 

3. is independently developed by the Recipient or its Representatives without any direct or indirect use of, reference to, or reliance on any Confidential Information of the Disclosing Party; or 

4. subject to clause 13.5, is authorised for release or use by the written pre-approval of the Disclosing Party but only to the extent of such written pre-approval. 

4. The exceptions in clause 13.3 do not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination of Confidential Information merely because individual elements, but not the combination, are included in non-confidential information. 

Announcements 

5. At any time during the term of this agreement, either party may publicly disclose (including via a statement on its website or in a press release or other public announcement) the fact that you have a subscription to use the Tech Sales Accelerator, and that fact alone, without needing any consent of the other party. For the avoidance of doubt, any further public statement regarding this agreement or the Tech Sales Accelerator may not be made without the written pre-approval of the other party under clause 13.3(d) or pursuant to another exception in clause 13.3. 

14. Assignment and sub-licensing 

1. You must not Dispose of your access to the Tech Sales Accelerator, the Licence, the benefit of this agreement or any rights or obligations hereunder, whether in whole or in part, to any person without our prior written consent, which we may withhold or delay at our absolute discretion. We may provide any such consent subject to such conditions as we choose at our absolute discretion to impose. For the purposes of this clause 14.1, a Change of Control in respect of you will be deemed to constitute a Disposal of your rights under this agreement requiring our prior written consent in accordance with this clause 14.1. 

Responsibility for actions of assignees and sub parties 

2. You must ensure that any and all of your assignees and/or sub parties: 

1. comply with the obligations in this agreement as if each of them was a party to this agreement in the place of you; and 

2. do not do, or omit to do, anything which, if done or omitted to be done by you, would constitute a breach of this agreement by you, 

and you will be responsible for, and liable to us in respect of, the actions and/or omissions of any and all of your assignees and sub-parties in relation to the Tech Sales Accelerator as if they were your actions and/or omissions. 

15. Changes to this agreement 

We may modify the terms and conditions of this agreement from time to time, with notice given to you by email, through the Tech Sales Accelerator or through our Website. Such modifications will become effective 7 days after the notice is given. Your continued use of the Tech Sales Accelerator following notice of such modifications shall be deemed to be your acceptance of any such modifications to this agreement. If you do not agree to any such modifications, you must immediately stop using the Tech Sales Accelerator and destroy all copies of the Tech Sales Accelerator in your possession or control. 

16. General 

Further assurances 

1. Each party must (at its own expense, unless otherwise provided in this agreement) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time reasonably require for the purpose of giving full effect to the provisions of this agreement. 

Relationship of the parties 

2. This agreement does not create any partnership, joint venture or agency relationship between the parties. No party has the authority to bind any other party. 

Agents and third-party purchasers 

3. If you are acquiring the Tech Sales Accelerator on behalf of another person or entity, you represent and warrant that you have the authority to bind the party or entity for which you are acquiring the Tech Sales Accelerator to the terms and conditions of this agreement. 

Entire agreement 

4. This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to this agreement other than those expressly stated in it or necessarily implied by statute. 

Severability 

5. If a provision of this agreement is invalid or unenforceable in a jurisdiction: 

1. it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and 

2. that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions. 

No waiver 

6. No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under this agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under this agreement. 

Ipso facto legislation 

7. If any provision of this agreement is otherwise unenforceable by virtue of the operation of the Treasury Laws Amendment, upon the occurrence of an Insolvency Event in respect of a particular party, notwithstanding any other provision of this agreement, to the maximum extent permitted by law: 

1. time is of the essence in respect of all obligations of that party under this agreement (whether falling due for performance before, upon or after the occurrence of that Insolvency Event); and 

2. any breach of this agreement by that party (whether occurring before, upon or after the occurrence of that Insolvency Event), however minor, will (alone or, severally, in combination with the occurrence of that Insolvency Event) be deemed to be a Course Material breach of this agreement, 

and, if any such Course Material breach has occurred or occurs, the parties acknowledge and agree that such provision will instead be enforceable by virtue of the occurrence of that Course Material breach. 

Governing law and jurisdiction 

8. This agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of Western Australia, Australia. 

9. The parties irrevocably agree that the courts of Western Australia, Australia have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims). 

Your concerns 

Should you have any questions concerning the Tech Sales Accelerator, Support and Maintenance and/or this agreement, please contact us at [email protected]. 

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