This agreement starts on the date the Customer agrees to these terms by submitting an Order Form and continues until terminated in accordance with its terms.
2 Parampara Obligations
(a) Parampara will provide Customer with personal access tokens to access the Modules.
(b) Parampara will provide an access token to a Module to Customer approximately each week during school terms and not less than 40 times in each full subscription year.
(c) Each Module will include content designed to assist school leaders and will be prepared by experienced educators.
3 Customer obligations
(a) pay the Fees to Parampara either monthly or annually, as elected by Customer in the Order Form;
(b) keep its access tokens to each bot confidential and personal to itself and not share them with any other person; and
(c) consent to Parampara disclosing to any person any comments or feedback by Customer, or data about Customer's usage of the services, subject to clause 6 (Confidentiality).
4 Payments and tax invoices
(a) Customer may make payments by credit card or bank deposit.
(b) Parampara will provide a valid tax invoice for each payment.
5 Intellectual Property
(a) Parampara will own all Intellectual Property Rights in the Modules and all data collected by the chatbots.
(b) Customer must not:
(i) reproduce a Module in whole or in part; or
(ii) sub-licence, lease, lend, sell, rent, distribute or grant others any rights to, or provide copies of a Module to any third party.
(c) Each party agrees to indemnify the other against any Loss arising out of or that relates to infringement of any Intellectual Property Right.
(a) ‘Confidential Information’ means all information disclosed by one party to the other in connection with this agreement, including:
(i) the terms of this agreement:
(ii) any Personal Information of the Customer;
(iii) any Module content or Customer responses to a Module, which could reasonably be used to identify the Customer;
(iv) information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the disclosing party;
(v) information derived or produced partly or wholly from the information disclosed; and
(vi) trade secrets or information which is capable of protection at law or equity as confidential information.
(b) Each party must keep Confidential Information confidential and not disclose it, except:
(ii) with the consent of the disclosing party;
(iii) if required by law, a stock exchange or any regulatory authority; or
(iv) if required in connection with legal proceedings relating to this agreement.
(c) Subsection (b) does not apply to Confidential Information which:
(i) is in or becomes part of the public domain other than through breach of this agreement or an obligation of confidence owed to the disclosing party;
(ii) the receiving party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the disclosing party (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
(iii) the receiving party acquires from a source other than the disclosing party where such source is entitled to disclose it.
(d) The obligations under this clause 6 continue for five years following termination or expiry of this agreement.
7 Warranties and representations
Each party represents and warrants that it will comply with applicable laws in fulfilling its obligations under this agreement.
8 Limitation and exclusion of liability
(a) The parties acknowledge and agree that Parampara’s total liability for any Loss suffered by Customer in connection with this agreement will not in any circumstance exceed the Fees paid by Customer to Parampara.
(b) Despite anything else in this agreement, neither party will be liable to the other party in connection with this agreement for any consequential loss.
(c) Nothing in this agreement purports to limit any rights that Customer may have under the Australian Consumer Law.
9 Termination and expiry
(a) Either party may terminate this agreement for convenience on 14 days’ notice to the other party.
(b) If Parampara terminates this agreement under subsection (a), then it must immediately stop billing Customer and will have no further liability to Customer.
(c) If Customer terminates this agreement under subsection (a) then:
(i) if the total fees paid and payable by the Customer at the time of termination are less than the Minimum Subscription Cost, it must pay Parampara the difference between the fees paid and the Minimum Subscription Cost; and
(ii) if the total fees paid by the Customer at the time of termination are more than the Minimum Subscription Cost, then it will have no further liability to pay Fees.
(d) Either party may terminate this agreement if the other party:
(i) becomes insolvent; or
(ii) has repeatedly failed to meet any, some, or all of its obligations, and has not fixed the failures within a reasonable time of notice being given by the non-defaulting party.
(e) Clauses 5 (Intellectual Property), 6 (Confidentiality), 7 (Warranties and Representations), 8 (Limitation of Liability), 12 (General) and this clause survive termination or expiry of this agreement.
(a) In this clause 10, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
(b) If a party makes a supply in connection with this agreement in respect of which GST is payable, then the consideration for the supply but for the application of this clause is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.
(a) Customer contact and email address:
The name and email of the Customer Contact.
(b) Parampara contact and email address:
(c) Notices under this agreement may be given by email to the parties' email addresses in this clause 11.
(d) A notice given by email is taken to be received one hour after the time the sender's information system recorded that the email left the sender's information system unless, within one day, the sender is informed (by automatic notice or otherwise) that the email has not been received by the recipient.
Customer Contact means the person named in the Order Form.
Confidential Information has the meaning given in clause 6.
Fees means the total amounts to be paid by Customer, as set out in the Order Form (or as otherwise agreed by the parties), in Australian dollars, excluding GST.
Intellectual Property Rights means all intellectual property and proprietary rights (whether registered or unregistered), including business names, trade or service marks, any right to have information (including Confidential Information) kept confidential, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs, data bases, know-how, logos, designs, design rights, copyright and similar industrial or intellectual property rights.
Minimum Subscription Cost means an amount equivalent to two months of the Fees.
Module means educational content prepared by Parampara and provided to Customer under this agreement in the form of a conversational chatbot.
Loss means any loss, cost, claim, damage or liability whatsoever, whether direct or indirect.
Order Form means the online order form completed and submitted by Customer for the purchase of the Modules during the term.
Personal Information has the meaning given to it in the Privacy Act 1988 (Cth).
In this agreement:
(a) headings are for convenience only and do not affect interpretation;
(b) mentioning anything after includes, including, or similar expressions does not limit what else might be included;
(c) the following rules apply unless the context requires otherwise:
(i) the singular includes the plural, and the converse also applies; and
(ii) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) a reference to a clause is a reference to a clause of this agreement;
(e) a reference to a party to this agreement includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives);
(f) a reference to an agreement or document (including a reference to this agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this agreement or that other agreement or document, and includes the recitals, schedules and annexures to that agreement or document;
(g) a reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it; and
(h) a reference to $ or other monetary amounts is to Australian currency.
12.3 Entire agreement
These terms are the entire agreement between the parties as at the date of this agreement with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.
12.4 No representations
The parties acknowledge and agree that no representations were made before entering into this agreement. The parties acknowledge and agree that in entering into this agreement, neither relied on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement.
The parties are independent contracting parties, and nothing in this agreement will make either party the employee, partner, agent, legal representative, trustee or joint venturer of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
12.6 No amendment
This agreement may only be amended by agreement of the parties in writing.
12.7 No waiver
A failure to exercise or a delay in exercising any right, power or remedy under this agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
Each party will bear their own costs of and incidental to the negotiation and any variation of this agreement.
12.9 Governing law
This agreement is governed by the laws of New South Wales, Australia, and each party submits to the exclusive jurisdiction of courts exercising jurisdiction there.