Data Sharing Terms and Conditions

This agreement sets the terms and conditions for the use of Box+Dice API, Portal Feed or any other data sharing functionality available in Box+Dice (data sharing functionality).

 

This agreement applies to (the Parties):

Box+Dice – The provider of software as a service (SaaS).

The Client – Box+Dice provides services to this entity under a software as a service agreement.

The Recipient – Anyone with whom the client shares data stored in Box+Dice via an API, portal feed or any other data sharing functionality available in Box+Dice.

 

Acceptance of this agreement

1. The Client accepts these terms and conditions by enabling any data sharing functionality in Box+Dice.

2. The Recipient accepts these terms and conditions by consuming any data or data sharing functionality in Box+Dice.

3. It is the Clients responsibility to ensure that the Recipient complies with the terms and conditions specified in this agreement.

4. The Client accepts full responsibility for any breach, either by themselves or by the Recipient, of the terms and conditions specified in this agreement. 

5. The Client and the Recipient indemnify Box+Dice of any harm or legal ramifications arising out of the use of Data sharing functionality in Box+Dice.

 

? Section number:
? Main heading:
? Smaller heading: The Parties agree
? Number of rows: 0
The Parties agree
? Section number:
? Main heading:
? Smaller heading: Background
? Number of rows: 9
A

Box+Dice provides services to (the Client) under a Software as a Service Agreement (SaaS Agreement).

B

The Client provides Box+Dice with customer information as part of the SaaS Agreement.

C

The Client has instructed Box+Dice to provide the customer information to [Insert legal name, registered office address and email address] (the Recipient).

D

Box+Dice provides this information subject to these terms and in accordance with these conditions.

E

The Client accepts these terms and conditions by enabling any data sharing functionality in Box+Dice

F

The Recipient accepts these terms and conditions by consuming any data sharing functionality in Box+Dice 

G

It is the Clients responsibility to ensure that the Recipient complies with the terms and conditions specified in this agreement.

H

The Client accepts full responsibility for any breach, by the Recipient, of the terms and conditions specified in this agreement. 

I

The Client and the Recipient indemnify Box+Dice of any harm or legal ramifications arising out of the use of Data sharing functionality in Box+Dice.

Background
A

Box+Dice provides services to (the Client) under a Software as a Service Agreement (SaaS Agreement).

B

The Client provides Box+Dice with customer information as part of the SaaS Agreement.

C

The Client has instructed Box+Dice to provide the customer information to [Insert legal name, registered office address and email address] (the Recipient).

D

Box+Dice provides this information subject to these terms and in accordance with these conditions.

E

The Client accepts these terms and conditions by enabling any data sharing functionality in Box+Dice

F

The Recipient accepts these terms and conditions by consuming any data sharing functionality in Box+Dice 

G

It is the Clients responsibility to ensure that the Recipient complies with the terms and conditions specified in this agreement.

H

The Client accepts full responsibility for any breach, by the Recipient, of the terms and conditions specified in this agreement. 

I

The Client and the Recipient indemnify Box+Dice of any harm or legal ramifications arising out of the use of Data sharing functionality in Box+Dice.

? Section number: 1.
? Main heading: Use of the Customer Data
? Smaller heading:
? Number of rows: 13
(a)

The Recipient may only use the Customer Data:

(i)

for the purpose of providing services to the Client, as agreed between the Client and the Recipient;; and

(ii)

only in accordance with these Terms.

(b)

Only the Recipient and its Users working within the Recipient’s organisation for the Recipient’s benefit may use the Customer Data. 

(c)

The Recipient and its Users must not:

(i)

share the use of the Customer Data with any third party; 

(ii)

sell the Customer Data; 

(iii)

use the Customer Data for direct marketing;

(iv)

use the Customer Data for anyone else's benefit; 

(v)

sub-licence the use of the Customer Data; 

(vi)

copy any of the Customer Data (except incidentally in the course of use the Customer Data); or

(vii)

use the Customer Data in a way which is in breach of any statute, regulation, law or legal right of any person within Australia.

(d)

The Recipient is responsible for ensuring that its Users and Representatives comply at all time with these Terms and will be liable to Box+Dice for the consequences of each failure to comply with these Terms by any of the Recipient’s Users or Representatives. 

1.Use of the Customer Data
(a)

The Recipient may only use the Customer Data:

(i)

for the purpose of providing services to the Client, as agreed between the Client and the Recipient;; and

(ii)

only in accordance with these Terms.

(b)

Only the Recipient and its Users working within the Recipient’s organisation for the Recipient’s benefit may use the Customer Data. 

(c)

The Recipient and its Users must not:

(i)

share the use of the Customer Data with any third party; 

(ii)

sell the Customer Data; 

(iii)

use the Customer Data for direct marketing;

(iv)

use the Customer Data for anyone else's benefit; 

(v)

sub-licence the use of the Customer Data; 

(vi)

copy any of the Customer Data (except incidentally in the course of use the Customer Data); or

(vii)

use the Customer Data in a way which is in breach of any statute, regulation, law or legal right of any person within Australia.

(d)

The Recipient is responsible for ensuring that its Users and Representatives comply at all time with these Terms and will be liable to Box+Dice for the consequences of each failure to comply with these Terms by any of the Recipient’s Users or Representatives. 

? Section number: 2.
? Main heading: Provision of Customer Data
? Smaller heading:
? Number of rows: 0
2.Provision of Customer Data
? Section number: 2.1
? Main heading:
? Smaller heading: Customer
? Number of rows: 4

The Recipient must: 

(a)

provide all necessary information, documentation and assistance required by Box+Dice to provide the Customer Data;

(b)

maintain any licences or authorisations required for the purposes of receiving the Customer Data; and 

(c)

co-operate, and ensure its Users and Representatives co-operate, with Box+Dice as Box+Dice reasonably requires.

2.1Customer
 

The Recipient must: 

(a)

provide all necessary information, documentation and assistance required by Box+Dice to provide the Customer Data;

(b)

maintain any licences or authorisations required for the purposes of receiving the Customer Data; and 

(c)

co-operate, and ensure its Users and Representatives co-operate, with Box+Dice as Box+Dice reasonably requires.

? Section number: 2.2
? Main heading:
? Smaller heading: Box+Dice
? Number of rows: 4
(a)

Box+Dice may, but is not obliged to, monitor the use of the Customer Data. If Box+Dice reasonably believes that  any use of the Customer Data breaches these Terms, they may terminate the provision of any further Customer Data and exercise their rights under clause 4.4. 

(b)

Box+Dice will only provide the Recipient with Customer Data:

(i)

if directed and authorised to do so by the Customer; and

(ii)

for the duration of the SaaS Agreement between Box+Dice and the Client. For the avoidance of doubt, Box+Dice is under no obligation to provide the Recipient with Customer Data following the expiration or termination of the SaaS Agreement.

2.2Box+Dice
(a)

Box+Dice may, but is not obliged to, monitor the use of the Customer Data. If Box+Dice reasonably believes that  any use of the Customer Data breaches these Terms, they may terminate the provision of any further Customer Data and exercise their rights under clause 4.4. 

(b)

Box+Dice will only provide the Recipient with Customer Data:

(i)

if directed and authorised to do so by the Customer; and

(ii)

for the duration of the SaaS Agreement between Box+Dice and the Client. For the avoidance of doubt, Box+Dice is under no obligation to provide the Recipient with Customer Data following the expiration or termination of the SaaS Agreement.

? Section number: 3.
? Main heading: Privacy
? Smaller heading:
? Number of rows: 0
3.Privacy
? Section number: 3.1
? Main heading:
? Smaller heading: Privacy
? Number of rows: 16
(a)

Box+Dice handles information, including but not limited to Customer Data, that it collects in accordance with its Privacy Policy, available on the Box+Dice website.

(b)

The Recipient must:

(i)

comply with all Privacy Laws in relation to Personal Information, even if the Recipient is not an entity regulated under those Privacy Laws;

(ii)

only collect, store, use, disclose or otherwise deal with Personal Information in accordance with all Privacy Laws;

(iii)

only use or disclose Personal Information in accordance with the Permitted Use; 

(iv)

ensure any person to whom it discloses Personal Information is aware of and complies with the Recipient’s obligations under this clause 3.1; 

(v)

not do any act, engage in any practice, or omit to do any act or engage in any practice that: 

(A)

would result in a breach of a Privacy Law if the Privacy Law applies to those things done, engaged in or omitted to be done by the party; or 

(B)

would cause the other party to breach or be taken to breach a Privacy Law;

(vi)

take all reasonable steps to ensure that Personal Information held or accessed by it in connection with these Terms is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure; 

(vii)

immediately notify Box+Dice of any Data Breach and provide information, assistance and other cooperation as requested by Box+Dice in respect of the Data Breach; and

(viii)

co-operate with any reasonable requests or directions of Box+Dice relating to:

(A)

the security, use, disclosure, and transfer of personal information;

(B)

Box+Dice’s legal obligations relating to the personal information, 

(C)

complaints relating to the personal information; and 

(D)

the rights of individuals to access and correct their Personal Information.

3.1Privacy
(a)

Box+Dice handles information, including but not limited to Customer Data, that it collects in accordance with its Privacy Policy, available on the Box+Dice website.

(b)

The Recipient must:

(i)

comply with all Privacy Laws in relation to Personal Information, even if the Recipient is not an entity regulated under those Privacy Laws;

(ii)

only collect, store, use, disclose or otherwise deal with Personal Information in accordance with all Privacy Laws;

(iii)

only use or disclose Personal Information in accordance with the Permitted Use; 

(iv)

ensure any person to whom it discloses Personal Information is aware of and complies with the Recipient’s obligations under this clause 3.1; 

(v)

not do any act, engage in any practice, or omit to do any act or engage in any practice that: 

(A)

would result in a breach of a Privacy Law if the Privacy Law applies to those things done, engaged in or omitted to be done by the party; or 

(B)

would cause the other party to breach or be taken to breach a Privacy Law;

(vi)

take all reasonable steps to ensure that Personal Information held or accessed by it in connection with these Terms is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure; 

(vii)

immediately notify Box+Dice of any Data Breach and provide information, assistance and other cooperation as requested by Box+Dice in respect of the Data Breach; and

(viii)

co-operate with any reasonable requests or directions of Box+Dice relating to:

(A)

the security, use, disclosure, and transfer of personal information;

(B)

Box+Dice’s legal obligations relating to the personal information, 

(C)

complaints relating to the personal information; and 

(D)

the rights of individuals to access and correct their Personal Information.

? Section number: 3.2
? Main heading:
? Smaller heading: Indemnity
? Number of rows: 1

The Recipient and the Client agree to indemnify and keep Box+Dice indemnified against all Losses directly incurred by Box+Dice as a result of or in connection with any breach by it of its obligations under this clause3

3.2Indemnity
 

The Recipient and the Client agree to indemnify and keep Box+Dice indemnified against all Losses directly incurred by Box+Dice as a result of or in connection with any breach by it of its obligations under this clause3

? Section number: 4.
? Main heading: Customer Data
? Smaller heading:
? Number of rows: 0
4.Customer Data
? Section number: 4.1
? Main heading:
? Smaller heading: Recipient obligations
? Number of rows: 7

If the Recipient deals with any Customer Data in performing its obligations under these Terms, the Recipient must: 

(a)

use all reasonable endeavours to implement technical and organisational measures to protect the Customer Data from Data Breaches that are appropriate and conform with industry practice data protection techniques; 

(b)

comply with Box+Dice’s reasonable directions with respect to the safeguarding and security of the Customer Data; 

(c)

use all reasonable endeavours to protect the Customer Data against any loss or corruption; 

(d)

not disclose, export or transmit Customer Data to a place outside Australia without the Client’s prior written consent; 

(e)

not use, or make available to a third party, the Customer Data other than as permitted by these Terms; and

(f)

not sell, assign rights in or otherwise dispose of the Customer Data.

4.1Recipient obligations
 

If the Recipient deals with any Customer Data in performing its obligations under these Terms, the Recipient must: 

(a)

use all reasonable endeavours to implement technical and organisational measures to protect the Customer Data from Data Breaches that are appropriate and conform with industry practice data protection techniques; 

(b)

comply with Box+Dice’s reasonable directions with respect to the safeguarding and security of the Customer Data; 

(c)

use all reasonable endeavours to protect the Customer Data against any loss or corruption; 

(d)

not disclose, export or transmit Customer Data to a place outside Australia without the Client’s prior written consent; 

(e)

not use, or make available to a third party, the Customer Data other than as permitted by these Terms; and

(f)

not sell, assign rights in or otherwise dispose of the Customer Data.

? Section number: 4.2
? Main heading:
? Smaller heading: Confidentiality obligations
? Number of rows: 4

The Recipient acknowledges and agrees that it must: 

(a)

disclose the Customer Data to any person except as permitted under these Terms; 

(b)

only use or copy the Customer Data unless for the purposes of these Terms; and 

(c)

take all steps necessary to secure the Customer Data against theft, loss or unauthorised disclosure. 

4.2Confidentiality obligations
 

The Recipient acknowledges and agrees that it must: 

(a)

disclose the Customer Data to any person except as permitted under these Terms; 

(b)

only use or copy the Customer Data unless for the purposes of these Terms; and 

(c)

take all steps necessary to secure the Customer Data against theft, loss or unauthorised disclosure. 

? Section number: 4.3
? Main heading:
? Smaller heading: Permitted disclosures
? Number of rows: 4

The Recipient must not disclose the Customer Data except: 

(a)

to a Representative of the Recipient who needs the Customer Data for the purposes of these Terms and subject to the Recipient taking reasonable steps to ensure that any such Representative is fully aware of the sensitive nature of the Customer Data before the disclosure is made; 

(b)

with the Client’s prior written consent; or

(c)

as expressly permitted by these Terms.

4.3Permitted disclosures
 

The Recipient must not disclose the Customer Data except: 

(a)

to a Representative of the Recipient who needs the Customer Data for the purposes of these Terms and subject to the Recipient taking reasonable steps to ensure that any such Representative is fully aware of the sensitive nature of the Customer Data before the disclosure is made; 

(b)

with the Client’s prior written consent; or

(c)

as expressly permitted by these Terms.

? Section number: 4.4
? Main heading:
? Smaller heading: Return and destruction of Customer Data
? Number of rows: 5

Subject to clause 4.5, within 10 business days of:

(a)

expiry or termination of these Terms;

(b)

expiry or termination of the SaaS Agreement; or

(c)

at the request of Box+Dice, 

the Recipient must, at Box+Dice’s option, return, erase or destroy any Customer Data in the possession or under the power or control of the party or any of its Representatives.

4.4Return and destruction of Customer Data
 

Subject to clause 4.5, within 10 business days of:

(a)

expiry or termination of these Terms;

(b)

expiry or termination of the SaaS Agreement; or

(c)

at the request of Box+Dice, 

 

the Recipient must, at Box+Dice’s option, return, erase or destroy any Customer Data in the possession or under the power or control of the party or any of its Representatives.

? Section number: 4.5
? Main heading:
? Smaller heading: Return exceptions
? Number of rows: 6

If the Recipient must retain the Customer Data for the purpose of: 

(a)

complying with any law; 

(b)

litigation; 

(c)

internal quality assurance; or 

(d)

performing its obligations or exercising its rights under these Terms,

it may retain and use it solely for this purpose but must deal with the Customer Data in accordance with clause 4.2 promptly after it is no longer required for this purpose. 

4.5Return exceptions
 

If the Recipient must retain the Customer Data for the purpose of: 

(a)

complying with any law; 

(b)

litigation; 

(c)

internal quality assurance; or 

(d)

performing its obligations or exercising its rights under these Terms,

 

it may retain and use it solely for this purpose but must deal with the Customer Data in accordance with clause 4.2 promptly after it is no longer required for this purpose. 

? Section number: 5.
? Main heading: Dispute Resolution
? Smaller heading:
? Number of rows: 2
(a)

The parties must use reasonable endeavours to resolve any dispute through negotiation.

(b)

If the dispute cannot be negotiated between the parties, either party may commence proceedings. 

5.Dispute Resolution
(a)

The parties must use reasonable endeavours to resolve any dispute through negotiation.

(b)

If the dispute cannot be negotiated between the parties, either party may commence proceedings. 

? Section number: 6.
? Main heading: Liability
? Smaller heading:
? Number of rows: 12
(a)

Without limiting any other rights a party may have, including under any other provision of these Terms, the Recipient and the Client are liable for and indemnify Box+Dice against any Loss or Claim incurred or suffered by Box+Dice as a direct result of:

(i)

any breach of these Terms by the Recipient, the Client or its Representatives;

(ii)

any unlawful, fraudulent or negligent act or omission of the Recipient, the Client or the its Representatives; or

(iii)

any death or personal injury caused or contributed to by any act or omission of the Recipient, the Client or its Representatives.

(b)

Subject to clause 6(c) Box+Dice is not liable to the Recipient and the Client for any:

(i)

kind of Consequential Loss arising out of or in connection with these Terms; and

(ii)

loss to the extent that the loss is directly or indirectly attributable to the Recipient’s breach of any part of these Terms.

(c)

The limitations and exclusions in this clause 6 do not apply to a party's liability for Loss suffered or incurred by the other party in respect of: 

(i)

any unlawful, fraudulent or negligent act or omission; 

(ii)

death or personal injury;

(iii)

damage to or loss or destruction of real or personal property; or

(iv)

breach by a party of clause 3 or clause 4.  

6.Liability
(a)

Without limiting any other rights a party may have, including under any other provision of these Terms, the Recipient and the Client are liable for and indemnify Box+Dice against any Loss or Claim incurred or suffered by Box+Dice as a direct result of:

(i)

any breach of these Terms by the Recipient, the Client or its Representatives;

(ii)

any unlawful, fraudulent or negligent act or omission of the Recipient, the Client or the its Representatives; or

(iii)

any death or personal injury caused or contributed to by any act or omission of the Recipient, the Client or its Representatives.

(b)

Subject to clause 6(c) Box+Dice is not liable to the Recipient and the Client for any:

(i)

kind of Consequential Loss arising out of or in connection with these Terms; and

(ii)

loss to the extent that the loss is directly or indirectly attributable to the Recipient’s breach of any part of these Terms.

(c)

The limitations and exclusions in this clause 6 do not apply to a party's liability for Loss suffered or incurred by the other party in respect of: 

(i)

any unlawful, fraudulent or negligent act or omission; 

(ii)

death or personal injury;

(iii)

damage to or loss or destruction of real or personal property; or

(iv)

breach by a party of clause 3 or clause 4.  

? Section number: 7.
? Main heading: Interpretation and precedence
? Smaller heading:
? Number of rows: 0
7.Interpretation and precedence
? Section number: 7.1
? Main heading:
? Smaller heading: Definitions
? Number of rows: 24

In these Terms:

Claim means any claim, demand, remedy, suit, action, proceeding, right of action, claim for compensation or claim for abatement of any monetary obligation, whether arising under contract (including these Terms), in tort (including negligence), at common law, in equity, under statute, under an indemnity or otherwise; 

 

Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of these Terms: 

 

(a)

incidental, special, remote or unforeseeable loss or damage; 

(b)

loss of, damage to, breach of, or corruption of data; 

(c)

breach of security; 

(d)

loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, goodwill, reputation anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, but excluding loss of any amounts that would, but for the act or omission of a party, have otherwise been payable under these Terms; 

(e)

costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or 

(f)

loss or damage of the nature set out above in clauses (a) to (e) (inclusive) that is incurred or suffered by or to a third party;

Corporations Act means the Corporations Act 2001 (Cth); 

Customer Data means:

(g)

any information, text, drawings or other materials which are embodied in any electronic or tangible medium and which are supplied by the Customer to Box+Dice or which Box+Dice is required to generate, collect, process, store or transmit under these Terms;

(h)

Personal Information; 

(i)

confidential information belonging to the Client,

Data Breach means any actual or suspected:

(a)

impairment, compromise or damage to the confidentiality, reliability, integrity or assurance of the Customer Data; 

(b)

flaw or vulnerability of any kind in the security controls or other measures used to protect the Customer Data; or 

(c)

misuse or loss of, interference with or unauthorised access to, modification of or disclosure of Customer Data.

Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs;

Permitted Purpose means the purpose set out in clause 1(a) that the Customer Data can be utilised for.

Personal Information means data by which a person may be personally identified, including a person's name, postal address, email address, telephone number and any other information a party collects, including that which is defined as personal or personally identifiable information under applicable Privacy Laws;

Privacy Laws means all domestic and international privacy data protection and anti-spam laws, rules, regulations and regulatory guidance relating to privacy, data security, cybersecurity, anti-spam and the collection, storage, use and disclosure of Personal Information, as applicable to either party;

Representative means, in respect of a party, any person acting for or on behalf of the party and includes any director, officer, employee, agent, contractor or sub-contractor of the party;

Terms means the agreement between the parties made up of these Terms and Conditions and any schedule or annexure to it that the parties sign for the Recipient to use and access the Customer Data from Box+Dice.

User means an employee or contractor of the Customer who use or have used the Customer Data.

7.1Definitions
 

In these Terms:

 

Claim means any claim, demand, remedy, suit, action, proceeding, right of action, claim for compensation or claim for abatement of any monetary obligation, whether arising under contract (including these Terms), in tort (including negligence), at common law, in equity, under statute, under an indemnity or otherwise; 

 

Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of these Terms: 

 

(a)

incidental, special, remote or unforeseeable loss or damage; 

(b)

loss of, damage to, breach of, or corruption of data; 

(c)

breach of security; 

(d)

loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, goodwill, reputation anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, but excluding loss of any amounts that would, but for the act or omission of a party, have otherwise been payable under these Terms; 

(e)

costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or 

(f)

loss or damage of the nature set out above in clauses (a) to (e) (inclusive) that is incurred or suffered by or to a third party;

 

Corporations Act means the Corporations Act 2001 (Cth); 

 

Customer Data means:

(g)

any information, text, drawings or other materials which are embodied in any electronic or tangible medium and which are supplied by the Customer to Box+Dice or which Box+Dice is required to generate, collect, process, store or transmit under these Terms;

(h)

Personal Information; 

(i)

confidential information belonging to the Client,

 

Data Breach means any actual or suspected:

(a)

impairment, compromise or damage to the confidentiality, reliability, integrity or assurance of the Customer Data; 

(b)

flaw or vulnerability of any kind in the security controls or other measures used to protect the Customer Data; or 

(c)

misuse or loss of, interference with or unauthorised access to, modification of or disclosure of Customer Data.

 

Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs;

 

Permitted Purpose means the purpose set out in clause 1(a) that the Customer Data can be utilised for.

 

Personal Information means data by which a person may be personally identified, including a person's name, postal address, email address, telephone number and any other information a party collects, including that which is defined as personal or personally identifiable information under applicable Privacy Laws;

 

Privacy Laws means all domestic and international privacy data protection and anti-spam laws, rules, regulations and regulatory guidance relating to privacy, data security, cybersecurity, anti-spam and the collection, storage, use and disclosure of Personal Information, as applicable to either party;

 

Representative means, in respect of a party, any person acting for or on behalf of the party and includes any director, officer, employee, agent, contractor or sub-contractor of the party;

 

Terms means the agreement between the parties made up of these Terms and Conditions and any schedule or annexure to it that the parties sign for the Recipient to use and access the Customer Data from Box+Dice.

 

User means an employee or contractor of the Customer who use or have used the Customer Data.

? Section number: 7.2
? Main heading: Interpretation
? Smaller heading:
? Number of rows: 8

In these Terms:

(a)

if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(b)

words such as including or for example do not limit the meaning of the words preceding them; 

(c)

a reference to a document or instrument, including these Terms, includes all of its clauses, paragraphs, recitals, parts, schedules and annexures; 

(d)

a party includes the party’s successors and permitted transferees and assigns and if a party is an individual, includes executors and personal legal representatives;

(e)

an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits them all jointly and severally; 

(f)

no provision of these Terms will be construed to the disadvantage of a party merely because that party was responsible for preparing these Terms or including the provision in these Terms; and

(g)

parties must perform their obligations on the dates and times fixed by reference to Melbourne, Victoria.  

7.2Interpretation
 

In these Terms:

(a)

if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(b)

words such as including or for example do not limit the meaning of the words preceding them; 

(c)

a reference to a document or instrument, including these Terms, includes all of its clauses, paragraphs, recitals, parts, schedules and annexures; 

(d)

a party includes the party’s successors and permitted transferees and assigns and if a party is an individual, includes executors and personal legal representatives;

(e)

an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits them all jointly and severally; 

(f)

no provision of these Terms will be construed to the disadvantage of a party merely because that party was responsible for preparing these Terms or including the provision in these Terms; and

(g)

parties must perform their obligations on the dates and times fixed by reference to Melbourne, Victoria.  

? Section number: 8.
? Main heading: General
? Smaller heading:
? Number of rows: 0
8.General
? Section number: 8.1
? Main heading:
? Smaller heading: Agreement
? Number of rows: 1

This document details the relationship between Box+Dice, the Client and the Recipient. It is the parties’ intentions to enter into a legal relationship as set out in these Terms.

8.1Agreement
 

This document details the relationship between Box+Dice, the Client and the Recipient. It is the parties’ intentions to enter into a legal relationship as set out in these Terms.

? Section number: 8.2
? Main heading:
? Smaller heading: Notices
? Number of rows: 2
(a)

A notice or other communication connected with these Terms (Notice) has no legal effect unless it is in writing and signed by the sender or a person authorised by the sender.

(b)

In addition to any other method of service provided by law, the Notice may be sent by email to the email address of the addressee.

8.2Notices
(a)

A notice or other communication connected with these Terms (Notice) has no legal effect unless it is in writing and signed by the sender or a person authorised by the sender.

(b)

In addition to any other method of service provided by law, the Notice may be sent by email to the email address of the addressee.

? Section number: 8.3
? Main heading:
? Smaller heading: Entire understanding
? Number of rows: 1

These Terms are the entire agreement and understanding between the parties on everything connected with the subject matter of these Terms and supersede any prior agreement or understanding.

8.3Entire understanding
 

These Terms are the entire agreement and understanding between the parties on everything connected with the subject matter of these Terms and supersede any prior agreement or understanding.

? Section number: 8.4
? Main heading:
? Smaller heading: Waiver
? Number of rows: 1

A provision of the Agreement, or right, power or remedy created under it, may not be waived except in writing signed by the party or parties to be bound.

8.4Waiver
 

A provision of the Agreement, or right, power or remedy created under it, may not be waived except in writing signed by the party or parties to be bound.

? Section number: 8.5
? Main heading:
? Smaller heading: Assignment
? Number of rows: 2
(a)

Box+Dice may assign these Terms by reasonable notice to the Customer.

(b)

The Customer must not assign or deal with these Terms except with the prior written consent of Box+Dice.

8.5Assignment
(a)

Box+Dice may assign these Terms by reasonable notice to the Customer.

(b)

The Customer must not assign or deal with these Terms except with the prior written consent of Box+Dice.

? Section number: 8.6
? Main heading:
? Smaller heading: Relationship of the parties
? Number of rows: 1

These Terms does not create a relationship or agency, contractor, partnership, joint venture or employment between the parties. No party may act or hold itself out as having the authority to act as the agent or representative of another party or in any way bind or commit another party to any obligation.

8.6Relationship of the parties
 

These Terms does not create a relationship or agency, contractor, partnership, joint venture or employment between the parties. No party may act or hold itself out as having the authority to act as the agent or representative of another party or in any way bind or commit another party to any obligation.

? Section number: 8.7
? Main heading:
? Smaller heading: Variation
? Number of rows: 1

An amendment or variation to these Terms is not effective unless it is in writing and signed by all the parties. We may change these Terms at any time.

8.7Variation
 

An amendment or variation to these Terms is not effective unless it is in writing and signed by all the parties. We may change these Terms at any time.

? Section number: 8.8
? Main heading:
? Smaller heading: Severability
? Number of rows: 1

Part or all of any provision of these Terms that is illegal or unenforceable will be severed from these Terms and will not affect the continued operation of the remaining provisions of these Terms.

8.8Severability
 

Part or all of any provision of these Terms that is illegal or unenforceable will be severed from these Terms and will not affect the continued operation of the remaining provisions of these Terms.

? Section number: 8.9
? Main heading:
? Smaller heading: Survival
? Number of rows: 1

Termination or expiration in whole or in part of these Terms does not affect those provisions and those obligations of a party which by their very nature survive termination, including clauses 3 (Privacy), 4 (Customer Data), 6 (Liability), 5 (Disputes).  

8.9Survival
 

Termination or expiration in whole or in part of these Terms does not affect those provisions and those obligations of a party which by their very nature survive termination, including clauses 3 (Privacy), 4 (Customer Data), 6 (Liability), 5 (Disputes).  

? Section number: 8.10
? Main heading:
? Smaller heading: Governing law and Jurisdiction
? Number of rows: 2
(a)

These Terms is governed by and is to be construed in accordance with the laws applicable in the State of the Victoria, Australia.

(b)

The parties submit all matters arising out of or in connection with these Terms to the State of Victoria, Australia.

8.10Governing law and Jurisdiction
(a)

These Terms is governed by and is to be construed in accordance with the laws applicable in the State of the Victoria, Australia.

(b)

The parties submit all matters arising out of or in connection with these Terms to the State of Victoria, Australia.