1. ENTIRE AGREEMENT
The contract is comprised of:
The Contract only forms and becomes legally binding upon the parties on Cyber Pathways receiving from the client the Authorisation to Proceed contained in the Proposal signed by or on behalf of the Client.
It is agreed by the parties that any purchase order received from the Client, and any other documents referred to in that purchase order, do not form part of the Contract.
The parties warrant that in entering into this Contract they have not relied upon any prior oral or written representation or warranty which is not expressly included in the Contract.
In the event of there being any ambiguity, discrepancy, or inconsistency of any nature between the documents comprising the Contract, the order of precedence to be applied to resolve the ambiguity, discrepancy, or inconsistency is the order in which the documents are listed above.
Cyber Pathways will provide the Client with the services specified in the Proposal.
Unless otherwise stated, all monetary amounts stated in this Contract are exclusive of the GST. Any GST amount which may be required to be paid is to be paid to Cyber Pathways in addition to the relevant monetary amount otherwise stated in the Contract.
Cyber Pathways is to be provided with such site access or other access as it may reasonably require to supply its services.
Nothing in this Contract has any effect on Cyber Pathways’s pre-existing intellectual property, which remains the property of Cyber Pathways. The Client is granted a perpetual, non-exclusive, royalty-free, non-transferable licence to use Cyber Pathways’s pre-existing intellectual property supplied under this Contract for the benefit of enjoying the services provided under this Contract.
Any intellectual property created by or as a result of the supply of any goods and services under the Contract is and remains the property of the party specified in the Proposal.
In this Contract, “intellectual property” means all copyright and analogous rights (including moral rights), all rights in relation to inventions (including patent rights), registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets), know-how, circuit layouts and all other rights (regardless of whether tangible or intangible) throughout the world resulting from intellectual activity in the industrial, scientific or artistic fields.
These Terms and Conditions may only be varied in writing signed by the parties or their relevant representatives.
Any waiver of any right or obligation under the Contract can only be done in writing signed by the relevant party. No action, other than an action to waive in writing any right or obligation, or inaction by Cyber Pathways will constitute any waiver of any right or obligation under the Contract.
If any part of these Terms and Conditions is held to be invalid, unlawful, or unenforceable in any way and for any reason, these Terms and Conditions will continue to apply to the fullest extent possible save and except for the part which is held to be invalid, unlawful, or unenforceable.
Either party is entitled to immediately terminate the Contract by giving written notice in the following circumstances:
The Client is entitled to terminate the Contract at any time by giving written notice to Cyber Pathways. If the Client terminates the Contract and:
At any time and for any reason Cyber Pathways may terminate the Contract. If Cyber Pathways terminates the Contract pursuant to this clause, it will refund to the Client any part of the Contract Price paid by the Client.
The Contract is governed by the laws of Queensland. The parties irrevocably elect to accept the jurisdiction of the Queensland Courts (including all Federal Courts) and to commence any proceedings in such courts
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