Privacy Policy & End-User-License-Agreement

This page contains SunWiz Privacy Policy and End-User License Agreement

Privacy Policy

GDPR PRIVACY NOTICE

Last updated [June 24, 2020]

INTRODUCTION

Thank you for choosing to be part of our community at SunWiz (“company”, “we”, “us”, or “our”). We are committed to protecting your personal information and your right to privacy. If you have any questions or concerns about our policy, or our practices with regards to your personal information, please contact us at info@sunwiz.com.au.

When you visit our website www.sunwiz.com.au (“Site”) and use our services, you trust us with your personal information. We take your privacy very seriously. In this privacy notice, we describe our privacy policy. We seek to explain to you in the clearest way possible what information we collect, how we use it and what rights you have in relation to it. We hope you take some time to read through it carefully, as it is important. If there are any terms in this privacy policy that you do not agree with, please discontinue use of our site and our services.

This privacy policy applies to all information collected through our websites (such as https://www.sunwiz.com.au), [our mobile] [or] [our Facebook applications] (“Apps“), and/or any related services, sales, marketing or events (we refer to them collectively in this privacy policy as the “Sites“).

Please read this privacy policy carefully as it will help you make informed decisions about sharing your personal information with us.  

Table of contents

  1. WHAT INFORMATION DO WE COLLECT?
  2. HOW DO WE USE YOUR INFORMATION?
  3. WILL YOUR INFORMATION BE SHARED WITH ANYONE?
  4. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?
  5. DO WE USE GOOGLE MAPS?
  6. HOW DO WE HANDLE YOUR SOCIAL LOGINS?
  7. IS YOUR INFORMATION TRANSFERRED INTERNATIONALLY?
  8. WHAT IS OUR STANCE ON THIRD-PARTY WEBSITES?
  9. HOW LONG DO WE KEEP YOUR INFORMATION?
  10. OPENSOLAR BENCHMARK DATA
  11. PVPROSELL SERVICE DATA
  12. HOW DO WE KEEP YOUR INFORMATION SAFE?
  13. DO WE COLLECT INFORMATION FROM MINORS?
  14. WHAT ARE YOUR PRIVACY RIGHTS?
  15. DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?
  16. DO WE MAKE UPDATES TO THIS POLICY?
  17. HOW CAN YOU CONTACT US ABOUT THIS POLICY?

WHAT INFORMATION DO WE COLLECT?

Personal information you disclose to us

 In Short: We collect personal information that you provide to us such as name, address, contact information, passwords and security data, payment information, and social media login data.

We collect personal information that you voluntarily provide to us when [registering at the Sites or Apps,] expressing an interest in obtaining information about us or our products and services, when participating in activities on the Sites [(such as posting messages in our online forums or entering competitions, contests or giveaways)] or otherwise contacting us.

The personal information that we collect depends on the context of your interactions with us and the Sites, the choices you make and the products and features you use. The personal information we collect can include the following:

Name and Contact Data. We collect your first and last name, email address, postal address, phone number, and other similar contact data.

Credentials. We collect passwords, password hints, and similar security information used for authentication and account access.

Payment Data. We collect data necessary to process your payment if you make purchases, such as your payment instrument number (such as a credit card number), and the security code associated with your payment instrument. All payment data is stored by our payment processor and you should review its privacy policies and contact the payment processor directly to respond to your questions.

Social Media Login Data. We provide you with the option to register using social media account details, like your Facebook, Twitter or other social media accounts.

All personal information that you provide to us must be true, complete and accurate, and you must notify us of any changes to such personal information.

Information automatically collected

In Short: Some information – such as IP address and/or browser and device characteristics – is collected automatically when you visit our websites.

We automatically collect certain information when you visit, use or navigate the Sites. This information does not reveal your specific identity (like your name or contact information) but may include device and usage information, such as your IP address, browser and device characteristics, operating system, language preferences, referring URLs, device name, country, location, information about how and when you use our Site and other technical information. This information is primarily needed to maintain the security and operation of our Sites, and for our internal analytics and reporting purposes.

Like many businesses, we also collect information through cookies and similar technologies

Information collected through our Apps

In Short: We may collect information regarding your geo-location, mobile device, push notifications, and Facebook permissions when you use our apps.

If you use our Apps, we may also collect the following information:

  • Geo-Location Information. We may request access or permission to and track location-based information from your mobile device, either continuously or while you are using our mobile application, to provide location-based services. If you wish to change our access or permissions, you may do so in your device’s settings.
  • Mobile Device Access. We may request access or permission to certain features from your mobile device, including your mobile device’s [Bluetooth, calendar, camera, contacts, microphone, reminders, sensors, SMS messages, social media accounts, storage,] and other features. If you wish to change our access or permissions, you may do so in your device’s settings.
  • Mobile Device Data. We may automatically collect device information (such as your mobile device ID, model and manufacturer), operating system, version information and IP address.
  • Push Notifications. We may request to send you push notifications regarding your account or the mobile application. If you wish to opt-out from receiving these types of communications, you may turn them off in your device’s settings.]
  • [Facebook Permissions. We by default access your Facebook basic account information, including your name, email, gender, birthday, current city, and profile picture URL, as well as other information that you choose to make public. We may also request access to other permissions related to your account, such as friends, checkins, and likes, and you may choose to grant or deny us access to each individual permission. For more information regarding Facebook permissions, refer to the Facebook Permissions Reference ]

Information collected from other Sources

In Short: We may collect limited data from public databases, marketing partners, social media platforms, and other outside sources.

We may obtain information about you from other sources, such as public databases, joint marketing partners, social media platforms (such as Facebook), as well as from other third parties. Examples of the information we receive from other sources include: social media profile information (your name, gender, birthday, email, current city, state and country, user identification numbers for your contacts, profile picture URL and any other information that you choose to make public); marketing leads and search results and links, including paid listings (such as sponsored links).

HOW DO WE USE YOUR INFORMATION?

In Short: We process your information for purposes based on legitimate business interests, the fulfillment of our contract with you, compliance with our legal obligations, and/or your consent.

We use personal information collected via our Sites for a variety of business purposes described below. We process your personal information for these purposes in reliance on our legitimate business interests (“Business Purposes”), in order to enter into or perform a contract with you (“Contractual”), with your consent (“Consent”), and/or for compliance with our legal obligations (“Legal Reasons”). We indicate the specific processing grounds we rely on next to each purpose listed below.

We use the information we collect or receive:

  • To facilitate account creation and logon process [with your Consent]. If you choose to link your account with us to a third party account *(such as your Google or Facebook account), we use the information you allowed us to collect from those third parties to facilitate account creation and logon process. See the section below headed “Social Logins” for further information.
  • To send you marketing and promotional communications [for Business Purposes and/or with your Consent]. We and/or our third party marketing partners may use the personal information you send to us for our marketing purposes, if this is in accordance with your marketing preferences. You can opt-out of our marketing emails at any time (see the “Your Privacy Rights” below).
  • To send administrative information to you [for Business Purposes, Legal Reasons and/or possibly Contractual]. We may use your personal information to send you product, service and new feature information and/or information about changes to our terms, conditions, and policies.
  • Fulfill and manage your orders [for Contractual reasons]. We may use your information to fulfill and manage your orders, payments, returns, and exchanges made through the Sites.
  • To post testimonials [with your Consent]. We post testimonials on our Sites that may contain personal information. Prior to posting a testimonial, we will obtain your consent to use your name and testimonial. If you wish to update, or delete your testimonial, please contact us at info@sunwiz.com.au and be sure to include your name, testimonial location, and contact information.
  • Deliver targeted advertising to you [for our Business Purposes and/or with your Consent]. We may use your information to develop and display content and advertising (and work with third parties who do so) tailored to your interests and/or location and to measure its effectiveness.
  • Administer prize draws and competitions [for our Business Purposes and/or with your Consent]. We may use your information to administer prize draws and competitions when you elect to participate in competitions.
  • Request Feedback [for our Business Purposes and/or with your Consent]. We may use your information to request feedback and to contact you about your use of our Sites.
  • To protect our Sites [for Business Purposes and/or Legal Reasons]. We may use your information as part of our efforts to keep our Sites safe and secure (for example, for fraud monitoring and prevention).
  • To enable user-to-user communications [with your consent]. We may use your information in order to enable user-to-user communications with each user’s consent.
  • To enforce our terms, conditions and policies [for Business Purposes, Legal Reasons and/or possibly Contractual].
  • To respond to legal requests and prevent harm [for Legal Reasons]. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond.
  • For other Business Purposes. We may use your information for other Business Purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Sites, products, services, marketing and your experience.

WILL YOUR INFORMATION BE SHARED WITH ANYONE?

In Short: We only share information with your consent, to comply with laws, to protect your rights, or to fulfill business obligations.

We only share and disclose your information in the following situations:

·         Compliance with Laws. We may disclose your information where we are legally required to do so in order to comply with applicable law, governmental requests, a judicial proceeding, court order, or legal process, such as in response to a court order or a subpoena (including in response to public authorities to meet national security or law enforcement requirements).

  • Vital Interests and Legal Rights. We may disclose your information where we believe it is necessary to investigate, prevent, or take action regarding potential violations of our policies, suspected fraud, situations involving potential threats to the safety of any person and illegal activities, or as evidence in litigation in which we are involved.
  • Vendors, Consultants and Other Third-Party Service Providers. We may share your data with third party vendors, service providers, contractors or agents who perform services for us or on our behalf and require access to such information to do that work. Examples include: payment processing, data analysis, email delivery, hosting services, customer service and marketing efforts. We may allow selected third parties to use tracking technology on the Sites, which will enable them to collect data about how you interact with the Sites over time. This information may be used to, among other things, analyze and track data, determine the popularity of certain content and better understand online activity. Unless described in this Policy, we do not share, sell, rent or trade any of your information with third parties for their promotional purposes.
  • Business Transfers. We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company.

·         Third-Party Advertisers. We may use third-party advertising companies to serve ads when you visit the Sites. These companies may use information about your visits to our Website(s) and other websites that are contained in web cookies and other tracking technologies in order to provide advertisements about goods and services of interest to you.

·         Affiliates. We may share your information with our affiliates, in which case we will require those affiliates to honor this privacy policy. Affiliates include our parent company and any subsidiaries, joint venture partners or other companies that we control or that are under common control with us.

·         Business Partners. We may share your information with our business partners to offer you certain products, services or promotions.

·         With your Consent. We may disclose your personal information for any other purpose with your consent.

·         Other Users. When you share personal information (for example, by posting comments, contributions or other content to the Sites) or otherwise interact with public areas of the Site [or App], such personal information may be viewed by all users and may be publicly distributed outside the Site [and our App] in perpetuity. [If you interact with other users of our Sites and register through a social network (such as Facebook), your contacts on the social network will see your name, profile photo, and descriptions of your activity.] Similarly, other users will be able to view descriptions of your activity, communicate with you within our Sites, and view your profile.

·         Offer Wall. Our Apps may display a third-party hosted “offer wall.” Such an offer wall allows third-party advertisers to offer virtual currency, gifts, or other items to users in return for acceptance and completion of an advertisement offer. Such an offer wall may appear in our mobile application and be displayed to you based on certain data, such as your geographic area or demographic information. When you click on an offer wall, you will leave our mobile application. A unique identifier, such as your user ID, will be shared with the offer wall provider in order to prevent fraud and properly credit your account.]

DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

In Short: We may use cookies and other tracking technologies to collect and store your information.

We may use cookies and similar tracking technologies (like web beacons and pixels) to access or store information.

DO WE USE GOOGLE MAPS?

In Short: Yes, we use Google Maps for the purpose of providing better service.

This website, mobile application, or Facebook application uses Google Maps APIs. You may find the Google Maps APIs Terms of Service here. To better understand Google’s Privacy Policy, please refer to this link.

By using our Maps API Implementation, you agree to be bound by Google’s Terms of Service. [By using our implementation of the Google Maps APIs, you agree to allow us to gain access to information about you including personally identifiable information (such as usernames) and non-personally identifiable information (such as location). [We will be collecting the following information:   ] (information list)

For a full list of what we use information for, please see the previous sections titled “Use of Your Information” and “Disclosure of Your Information.” [You agree to allow us to obtain or cache your location. You may revoke your consent at anytime.] [We use information about location in conjunction with data from other data providers.]

[The Maps APIs that we use store and access cookies and other information on your devices. If you are a user currently in the European Union, please take a look at our EU User Consent Policy, which can be found at this link: [link from question].]

HOW DO WE HANDLE YOUR SOCIAL LOGINS?

In Short: If you choose to register or log in to our websites using a social media account, we may have access to certain information about you.

Our Sites offers you the ability to register and login using your third party social media account details (like your Facebook or Twitter logins). Where you choose to do this, we will receive certain profile information about you from your social media provider. The profile Information we receive may vary depending on the social media provider concerned, but will often include your name, e-mail address, friends list, profile picture as well as other information you choose to make public. [If you login using Facebook, we may also request access to other permissions related to your account, such as friends, check-ins, and likes, and you may choose to grant or deny us access to each individual permission.]

We will use the information we receive only for the purposes that are described in this privacy policy or that are otherwise made clear to you on the Sites. Please note that we do not control, and are not responsible for, other uses of your personal information by your third party social media provider. We recommend that you review their privacy policy to understand how they collect, use and share your personal information, and how you can set your privacy preferences on their sites and apps.

IS YOUR INFORMATION TRANSFERRED INTERNATIONALLY?

In Short: We may transfer, store, and process your information in countries other than your own.

Our servers are located in Australia(google partner). If you are accessing our Sites from outside USA (google partner), please be aware that your information may be transferred to, stored, and processed by us in our facilities and by those third parties with whom we may share your personal information (see “Disclosure of Your Information” above), in Australia, USA and other countries .

If you are a resident in the European Economic Area, then these countries may not have data protection or other laws as comprehensive as those in your country. We will however take all necessary measures to protect your personal information in accordance with this privacy policy and applicable law.

EU-U.S. Privacy Shield Framework

In particular SunWiz Pty Ltd complies with the EU-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union to the United States and has certified its compliance with it. As such, SunWiz Pty Ltd is committed to subjecting all personal information received from European Union (EU) member countries, in reliance on the Privacy Shield Framework, to the Framework’s applicable Principles. To learn more about the Privacy Shield Framework, visit the U.S. Department of Commerce’s Privacy Shield List.

SunWiz Pty Ltd is responsible for the processing of personal information it receives, under the Privacy Shield Framework, and subsequently transfers to a third party acting as an agent on its behalf.

With respect to personal information received or transferred pursuant to the Privacy Shield Framework, SunWiz is subject to the regulatory enforcement powers of the U.S. FTC. In certain situations, we may be required to disclose personal information in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.

WHAT IS OUR STANCE ON THIRD-PARTY WEBSITES?

In Short: We are not responsible for the safety of any information that you share with third-party providers who advertise, but are not affiliated with, our websites.

The Sites may contain advertisements from third parties that are not affiliated with us and which may link to other websites, online services or mobile applications. We cannot guarantee the safety and privacy of data you provide to any third parties. Any data collected by third parties is not covered by this privacy policy. We are not responsible for the content or privacy and security practices and policies of any third parties, including other websites, services or applications that may be linked to or from the Sites. You should review the policies of such third parties and contact them directly to respond to your questions.

HOW LONG DO WE KEEP YOUR INFORMATION?

In Short: We keep your information for as long as necessary to fulfill the purposes outlined in this privacy policy unless otherwise required by law.

We will only keep your personal information for as long as it is necessary for the purposes set out in this privacy policy, unless a longer retention period is required or permitted by law (such as tax, accounting or other legal requirements). No purpose in this policy will require us keeping your personal information for longer than [90 days/6 months/1 year/2 years/the period of time in which you have an account with us/90 days past the termination of your account/6 months past the termination of your account/1 year past the termination of your account/2 years past the termination of your account].

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

OPENSOLAR BENCHMARK DATA

SunWiz always treats your OpenSolar dataset confidentially We use data from your OpenSolar account to prepare reports for your company that show your key performance metrics for your projects and business such as volume, revenue, profit, success rate We anonymise (de-identify) your data for use in preparing industry-wide comparative benchmarks of key performance metrics such as costs, pricing, volume, turnover, profit margin, success rate. You can opt-out of benchmarking at any time Your data will not be stored for more than 30 days
More importantly, how you data will NOT be used: We will never disclose any information that individually identifies you, your staff, your customers, or your company We will never contact your customers, or share any personal information with any third-party.

PVPROSELL SERVICE DATA

As part of our PVprosell service, your OpenSolar project data will be temporarily stored on our servers for 30 days, this is to allow you to use our proposal editor without having to push the data from OpenSolar each time you access the editor.

HOW DO WE KEEP YOUR INFORMATION SAFE?

In Short: We aim to protect your personal information through a system of organizational and technical security measures.

We have implemented appropriate technical and organizational security measures designed to protect the security of any personal information we process. However, please also remember that we cannot guarantee that the internet itself is 100% secure. Although we will do our best to protect your personal information, transmission of personal information to and from our Sites is at your own risk. You should only access the services within a secure environment.

DO WE COLLECT INFORMATION FROM MINORS?

In Short: We do not knowingly collect data from or market to children under 18 years of age.

We do not knowingly solicit data from or market to children under 18 years of age. By using the Sites, you represent that you are at least 18 or that you are the parent or guardian of such a minor and consent to such minor dependent’s use of the Site [and App]. If we learn that personal information from users less than 18 years of age has been collected, we will deactivate the account and take reasonable measures to promptly delete such data from our records. If you become aware of any data we have collected from children under age 18, please contact us at info@sunwiz.com.au.

WHAT ARE YOUR PRIVACY RIGHTS?

In Short: [In some regions, such as the European Economic Area, you have rights that allow you greater access to and control over your personal information.] You may review, change, or terminate your account at any time.

[In some regions (like the European Economic Area), you have certain rights under applicable data protection laws. These may include the right (i) to request access and obtain a copy of your personal information, (ii) to request rectification or erasure; (iii) to restrict the processing of your personal information; and (iv) if applicable, to data portability. In certain circumstances, you may also have the right to object to the processing of your personal information. We will consider and act upon any request in accordance with applicable data protection laws.

If we are relying on your consent to process your personal information, you have the right to withdraw your consent at any time. Please note however that this will not affect the lawfulness of the processing before its withdrawal.

If you are resident in the European Economic Area and you believe we are unlawfully processing your personal information, you also have the right to complain to your local data protection supervisory authority. You can find their contact details here: http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm] ]

Account Information

You may at any time review or change the information in your account or terminate your account by:

  • Logging into your account settings and updating your account
  • Contacting us using the contact information provided below
  • [Other]

Upon your request to terminate your account, we will deactivate or delete your account and information from our active databases. However, some information may be retained in our files to prevent fraud, troubleshoot problems, assist with any investigations, enforce our Terms of Use and/or comply with legal requirements.]

Cookies and similar technologies: Most Web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove cookies and to reject cookies. If you choose to remove cookies or reject cookies, this could affect certain features or services of our Sites. To opt-out of interest-based advertising by advertisers on our Site visit http://www.aboutads.info/choices/.

Opting out of email marketing: You can unsubscribe from our marketing email list at any time by clicking on the unsubscribe link in the emails that we send or by contacting us using the details provided below. You will then be removed from the marketing email list – however, we will still need to send you service-related emails that are necessary for the administration and use of your account. You can also opt-out by:

  • Noting your preferences at the time you register your account with the Sites.
  • Logging into your account settings and updating your preferences.
  • Contacting us using the contact information provided below

DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?

In Short: Yes, if you are a resident of California, you are granted specific rights regarding access to your personal information.

California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.

If you are under 18 years of age, reside in California, and have a registered account with the [Sites/ Mobile Application/ Facebook Application], you have the right to request removal of unwanted data that you publicly post on the [Sites/ Mobile Application/ Facebook Application]. To request removal of such data, please contact us using the contact information provided below, and include the email address associated with your account and a statement that you reside in California. We will make sure the data is not publicly displayed on the [Sites/ Mobile Application/ Facebook Application], but please be aware that the data may not be completely or comprehensively removed from our systems.

DO WE MAKE UPDATES TO THIS POLICY?

In Short: Yes, we will update this policy as necessary to stay compliant with relevant laws.

We may update this privacy policy from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy policy, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this privacy policy frequently to be informed of how we are protecting your information.

HOW CAN YOU CONTACT US ABOUT THIS POLICY?

If you have questions or comments about this policy, email us [Our Privacy Officer] at info@sunwiz.com.au or by post to:

SunWiz Pty Ltd
PO Box 294, Warrandyte
VIC 3113

If you have any further questions or comments about us or our policies, email us at info@sunwiz.com.au or contact us by post at:

SunWiz Pty Ltd
PO Box 294, Warrandyte
VIC 3113

SUNWIZ

SOFTWARE & SYSTEM USER LICENCE AGREEMENT

 

These terms of service (the “Agreement”) is an Agreement between you (the “Client”, “you”, or “your”) and Sunwiz Pty Ltd ACN 147 976 252 (“Sunwiz”, “we”, “us”, or “our”). This Agreement explains our obligations to you, and your obligations to us. This Agreement is the entire Agreement between us, and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing. Sunwiz may vary the terms of this Agreement upon notice to you.

 

1. INTERPRETATION

In this Agreement, unless the contrary intention appears: (a) clause headings are for ease of reference only and will not be relevant to interpretation; (b) words in the singular number include the plural and vice versa; (c) words importing a gender include any other gender; (d) a reference to a person includes bodies corporate and unincorporated associations and partnerships; (e) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; (f) monetary references are references to Australian currency, unless otherwise stated; (g) “Business Day” means 9.00am to 5.00pm on a day other than Saturday, Sunday or public holiday in New South Wales, Australia; (h) “Intellectual Property Rights” means all intellectual property rights, whether registered or unregistered anywhere in the world, including patents, copyright, rights in circuit layouts, registered designs, trademarks and the right to have confidential information kept confidential, and any application or right to apply for registration of any of those rights; and (i) includes means includes without limitation.

 

2. DURATION

This Agreement will commence on the date that it is accepted by the Client clicking the “I Accept” button below (“Commencement Date”) and, unless terminated in accordance with the Agreement, continues:

  1. month to month (during which Sunwiz may vary these terms and conditions, including any Goods and Services Fees, to take effect from the following month) unless terminated by you upon giving Sunwiz at least fourteen (14) days written notice prior to the end of the then current month; or

  2. for a twelve (12) month period, that automatically renews for further twelve (12) month periods (at which time Sunwiz may vary these terms and conditions including any Goods and Services Fees), unless terminated by you upon giving Sunwiz ninety (90) days written notice prior to the end of the then current twelve (12) month period, 

    as selected by you in accepting this Agreement (“Term”).

3. GOODS AND SERVICES

Sunwiz provides to the Client, via its website at https://www.sunwiz.com.au/ (“Site”):

  1. access to tools using Sunwiz’s software extensions upon the OpenSolar platform, including printed, online, audiovisual and electronic documentation, templates and spreadsheets (“Sunwiz Materials”); and

  2. other goods and services made available from time to time (“Pay-As-You-Go Items”),

to help the Client generate solar energy data outputs, forecasts and predictions in the form of reports, charts, graphs, and other outputs related to the Pay-As-You-Go Items (“Outputs”), that the Client may use for itself or its customers (“Customers”), collectively referred to as the “Goods and Services”.

The Goods and Services are accessed and provided using a Site account created for the Client (“Account”) and must only be accessed by the holder of a valid username, password or other security credentials provided to the Client (“Access Credentials”).

4. GOODS AND SERVICES INPUTS AND OUTPUTS

4.1. During the Term, the Outputs generated by the Client’s use of the Goods and Services will be available for use by Client in accordance with this Agreement. Sunwiz will do all things reasonably necessary to maximise the accuracy and efficiency of the Goods and Services, including the Outputs, but Sunwiz does not guarantee that the Goods and Services, or any Outputs, will be uninterrupted or error free. Accordingly, the Client acknowledges and agrees that the Goods and Services operate and generate Outputs based on a number of assumptions and limitations, including:

  1. the accuracy, completeness or reliability of the Goods and Services, including any Outputs, may be based on the accuracy, completeness or reliability of the data provided by the Client and its Customers (“Inputs”), and the Customer is solely responsible for such Inputs;

  2. the Goods and Services may utilise automatic data processing and analysis technologies which rely on heuristics (or other similar techniques) and/or relevant historical data or averages and make no promises about absolute historical accuracy or future weather patterns;

  3. he accuracy and efficiency of the Goods and Services, including Outputs, may vary or be affected by variables beyond Sunwiz’s knowledge or control;

  4. the Goods and Services may be designed to be a tool to assist the Client in its business dealings with its Customers and are not designed to be used in isolation, therefore the Client must also employ its own techniques, for collecting, analysing and verifying Inputs and Outputs, independent of the Goods and Services;

  5. the Client is solely responsible for determining whether the Goods and Services are correct and fit for the purposes of its Customers;

  6. Sunwiz is under no obligation to verify the accuracy of the Goods and Services, including any Inputs or Outputs;

  7. the Goods and Services may, if directed to do so by the Client, undertake inspection, data analysis and processing of information of Inputs about the businesses of the Client’s Customers, therefore the Client has sole responsibility for ensuring that it has provided all notice to, and secured all consents from, its Customers necessary or desirable to provide such Inputs to Sunwiz and permit the Goods and Services to perform such inspection, data analysis and processing;

  8. the Goods and Services may provide certain calculations and analysis in its Outputs, which may include pre and post-tax analysis. These are based on the Inputs and stated assumptions. The Goods and Services are not intended for the purpose of providing financial or tax advice and the Client must seek its own advice;

  9. the Client must make its own determinations and take its own precautions about whether its role involves the provision of financial advice and the legal and regulatory implications of such, and should inform its Customers about the need for obtaining independent financial, accounting or investment advice; and

  10. the Client is solely responsible for informing recipients of the Outputs of any applicable assumptions and limitations (including those above, to the extent applicable in any given context) and for advising its Customers of the uncertainty in relation to forecasts, predictions and other analyses.

5. CLIENT OBLIGATIONS

5.1. The Client must:

  1. maintain its own facilities, such as terminal, hardware, software, modem, internet and telecommunication facilities (“Facilities”) required to access and use the Goods and Services; and

  2. access and use the Goods and Services in compliance with all applicable laws, regulations and standards.

5.2. The Client agrees that the Goods and Services must only be accessed by the holder of valid Access Credentials, and that:

  1. the Client is solely responsible for maintaining the confidentiality and security of Access Credentials;

  2. the Client must immediately notify Sunwiz if the Client suspects or is aware that the confidentiality or security of any Access Credentials have been compromised;

  3. the Client is solely responsible for ensuring that any person to whom it provides Access Credentials complies with the terms of this Agreement; and

  4. Sunwiz may suspend or cancel any Access Credentials if Sunwiz suspects for any reason that the confidentiality or integrity of those Access Credentials have been compromised, and Sunwiz will have no liability to Customer or any other person arising from such suspension or cancellation.

5.3. The Client must not (whether directly or through any third party) deliberately disrupt or interfere with

  1. the supply of any Goods and Services to any other client of Sunwiz; or

  2. the Site, or any computer network, system or infrastructure that affects the supply of Goods and Services to any person. 

6. OBLIGATIONS OF SUNWIZ

6.1. During the Term of this Agreement, Sunwiz will provide the Goods and Services:

  1. in accordance with the relevant Goods and Services selected by the Client;

  2. with due care and skill; and

  3. in compliance with all applicable laws, regulations, standards, awards and agreements that affect the Goods and Services in the jurisdiction in which the Client ordinarily conducts its business.

6.2. Sunwiz does not guarantee that the Goods and Services will be constantly available or error free but Sunwiz will make reasonable commercial efforts to make the Goods and Services available for use by the Client at all times. Sunwiz will not be responsible for the Goods and Services not being available in circumstances where:

  1. scheduled or emergency maintenance is necessary or desirable to improve, maintain, protect or secure some or all of the Goods and Services;

  2. any event beyond the reasonable control of Sunwiz disrupts the availability of Goods and Services, including without limitation any interruption to any third party service used by Sunwiz in the supply of Goods and Services; or

  3. there is a deficiency or failure in the Facilities.

6.3. Sunwiz will endeavour to provide the Client with notice prior to conducting scheduled maintenance, however Sunwiz may perform emergency maintenance at any time without notice and will make best efforts to minimise the duration of the emergency maintenance.

6.4. Sunwiz provides telephone support regarding the Goods and Services to the Client between 9am and 5pm on Business Days. Unless otherwise agreed by Sunwiz, the support provided by Sunwiz under this clause does not include:

  1. correction of errors or defects caused by the use of the Goods and Services in a manner other than that specified in this Agreement;

  2. correction of errors or defects caused by modifications, revision, variation, translation, alteration or incorrect use of the Goods and Services not authorised by Sunwiz;

  3. correction of errors caused in whole or in part by the use of the Client’s Facilities including any fault or failure in the Client’s facilities or other computer programs;

  4. correction of errors caused by the failure of the Client to provide suitably qualified and adequately trained operating and programming staff for using the Goods and Services; 

  5. training the Client’s operating or programming staff;

  6. rectification of operator errors; 

  7. equipment maintenance or maintenance of accessories, attachments, supplies, consumables or associated items, whether or not manufactured or distributed by Sunwiz;

  8. diagnosis or rectification of faults not associated with the Services;

  9. providing or maintenance of accessories, attachments, supplies, consumables or associated items, whether or not manufactured or distributed by Sunwiz; or 

  10. correction of errors or defects which are the subject of a warranty under another agreement.

7. GOODS AND SERVICES FEE AND PAYMENT

7.1. From the Commencement Date, Sunwiz will charge the Client the applicable fee for the Goods and Services in accordance with the Term and fees selected by the Client at the time of the Commencement Date, which may be a monthly fee (“Monthly Fee”) or an upfront twelve (12) month fee (“Upfront Fee”) and may include fees for any additional customers (“Additional Customer Fee”) and Sunwiz will also charge the Client fees for Pay-As-You-Go-Items purchased by the Client (“As-You-Go-Fee”) (collectively referred to as the “Goods and Services Fee”).

7.2. Sunwiz will process payment of:

  1. a Monthly Fee, monthly in advance from the Commencement Date together with any Additional Customer Fee from the previous month (if any); or

  2. an Upfront Fee, in advance every twelve (12) months from the Commencement Date, and any Additional Customer Fee processed monthly in arrears (if any);

using the credit card details you provide. Sunwiz may pro rate the Goods and Services Fee in a month to align payment dates with its own accounting period.

7.3. Sunwiz will process payment of an As-You-Go-Fee at the time of purchase, using:

  1. the credit card details you provide; and/or

  2. funds in your Wallet to the extent any are available,

as nominated by you when placing the order. 

7.4. Sunwiz will provide you with an invoice of your Monthly Fee, Upfront Fee, and Additional Customer Fee prior to the processing of such fees and will also provide you with a receipt following the successful processing of those fees. Sunwiz will provide you with an invoice of your As-You-Go-Fee after processing of such fees and will also provide you with a receipt following the successful processing of those fees. 

7.5. If for whatever reason, the processing of your Goods and Services Fee fails, we will notify you of such failure and you must arrange payment of your Goods and Services Fee within ten (10) days of receiving notice from us under this clause.

7.6. The Goods and Services Fee and any additional costs are exclusive of all taxes (including consumption taxes such as value added tax or goods and services tax), duties and other charges imposed or levied by any authority in connection with the Goods and Services (“Tax”) and Customer must pay any such Taxes applied to any invoice, or otherwise upon request.

7.7. If you dispute the whole or any portion of an amount claimed in an invoice issued by Sunwiz, you will pay the portion of the amount stated in the invoice which is not in dispute and will notify Sunwiz in writing (within seven (7) days of receipt of the invoice) of the reasons for disputing the remainder of the invoice. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was invoiced, then Sunwiz will immediately pay the amount finally resolved.

7.8. If this Agreement is terminated or suspended by Sunwiz under clauses 13.1 or 13.4, then you will not be entitled to a refund of any Goods and Services Fee paid or any funds in your Wallet.

8. WALLET

8.1 Sunwiz may from time to time give the Client an option to add funds to the Client’s Account (“Wallet”). Funds may be added to the Wallet by credit card, debit card, promotional codes, or by any other method accepted by Sunwiz at its absolute discretion.

8.2 Funds added to a Client’s Wallet:

  1. can be used by the Client to pay As-You-Go-Fees applicable to Pay-As-You-Go Items;

  2. are not refundable, transferable, or redeemable for cash;

  3. are valid to the later of:

    1. 36 months from the date it is added to the Wallet;

    2. 36 months after the Client ceases to hold an active Account; or

    3. any other expiry date notified by Sunwiz to, and agreed by, the Client when the funds are added to the Wallet; and

    4. any other period of time required by applicable law,

after which the funds will expire, cannot be used, and becomes the property of Sunwiz; and 

  1. may be subject to other terms and conditions specified by Sunwiz and agreed by the Client at the time the funds were added.

8.3 Sunwiz will not accept, and may refuse or cancel, any funds in a Client’s Wallet that it believes has been used or obtained in breach of this Agreement, has been tampered with, or are otherwise fraudulent, and Sunwiz reserves the right to refer any suspected fraudulent activity to relevant law enforcement authorities.

8.4 Sunwiz may from time to time set a limit on the amount of funds that can be stored in a Wallet at a point in time. Attempts to deposit funds in the Wallet such that the limit would be exceeded may not be processed.

9. INTELLECTUAL PROPERTY RIGHTS AND LICENCE TO USE

1.5. All Intellectual Property Rights in any Sunwiz Material and Pay-As-You-Go Items, including:

  1. material that was or is created, written or otherwise brought into existence by or on behalf of Sunwiz in the course of, or in connection with, the supply of Goods and Services;

  2. material used by Sunwiz in the course of supplying Goods and Services in which Sunwiz owns or is licensed to use Intellectual Property Rights;

  3. material developed by or on behalf of Sunwiz independently of this Agreement; or

  4. any adaptation, modification enhancements or updates to any of the above,

are the exclusive property of Sunwiz or its licensors and nothing in this Agreement assigns or vests any Intellectual Property Rights in Sunwiz Material or and Pay-As-You-Go Items to the Client or any other person (excluding any Client Material as defined in clause 9.5)..

1.6 Subject to payment of the Goods and Services Fee, Sunwiz grants a non-exclusive licence to the Client to use the Goods and Services, including all relevant Sunwiz Material, Pay-As-You-Go Items, and Access Credentials, for Customer’s internal business purposes within the jurisdiction in which Customer ordinarily conducts its business, for the Term. Except to the extent permitted by clauses 9.3 and 9.4, the Client may not sub-licence or transfer any of these rights without Sunwiz’s prior written consent, and the Client acknowledges and agrees that Sunwiz may immediately terminate the Goods and Services, including the licence, without liability if any unauthorised sub-license or transfer of this licence is made or attempted to be made.

9.1 The Client is entitled to sub-licence its rights under clause 9.2 to:

  1. its related companies (being companies either wholly owned by the Client, or having the same ultimate parent company as the Client); or

  2. any other person explicitly authorised by Sunwiz in writing.

9.2 Subject to this Agreement (including clause 5), the Client may download and provide copies of Sunwiz Materials and Pay-As-You-Go Items containing any Outputs to its relevant Customer, as necessary to do so for the Client’s business purposes. Any copies of material provided to third parties as permitted under this clause, becomes the Client’s internal working document for which the Client remains responsible, and the Client may alter, amend or provide such material its Customer’s, or other third parties, provided that it does not contain any reference to Sunwiz or its business (including the Goods and Services, PVproSell, the Site or any logos).

9.3 Any Intellectual Property Rights arising from, or vested in, any material that the Client supplies to Sunwiz, including any Inputs and data generated in any Outputs (“Client Data”) from the Client’s use of Goods and Services (collectively the “Client Material”), are the exclusive property of the Client or its licensors and nothing in this Agreement assigns or vests any Intellectual Property Rights in Client Material to Sunwiz or any other person.

9.4 The Client grants to Sunwiz a non-exclusive worldwide licence to use, reproduce, modify and adapt Client Material during the Term of this Agreement for the purpose of, and to the extent necessary for, the supply of Goods and Services. In addition, the Client agrees that Sunwiz may access and use Client Data for the purposes of conducting, preparing and disseminating to third parties (including by reports for the benefits of other clients) and analysis of the data of its clients and the market in which the Client operates, provided that in doing so the Client is not identified. 

9.5 Subject to clauses 9.8 and 9.9, each party will indemnify the other party against liability under any final judgement or settlement in proceedings brought by a third party against the other party (“Indemnitee”) which determine that the Indemnitee’s use of either the Goods and Services, Sunwiz Material, Pay-As-You-Go Items, or Client Material (as applicable) is an infringement in a relevant jurisdiction of any of the third party’s Intellectual Property Rights.

9.6 The indemnifying party will not be required to indemnify the Indemnitee as provided in clause 9.7 unless the Indemnitee:

  1. notifies the indemnifying party in writing as soon as practical of any infringement, suspected infringement or claim alleging infringement;

  2. gives the indemnifying party complete control of the conduct of the defence of such a claim including negotiations for settlement or compromise prior to the commencement of legal proceedings;

  3. provides the indemnifying party with reasonable assistance in conducting the defence of such a claim; and

  4. permits the indemnifying party to modify, alter or substitute the infringing part of the Goods and Services, Sunwiz Material, Pay-As-You-Go Items, or Client Material (as applicable) at its own expense in order to avoid continuing infringement, or authorises the indemnifying party to procure for the Indemnitee the authority to continue the use of the infringing Goods and Services, Sunwiz Material, Pay-As-You-Go Items, or Client Material (as applicable).

9.7 Sunwiz will not indemnify the Client to the extent that an infringement, suspected infringement or alleged infringement arises from:

  1. use of software or any other goods or services provided by any third party not reasonably contemplated by or not authorised by Sunwiz;

  2. use of the Goods and Services in a manner or for a purpose not reasonably contemplated by or not authorised by Sunwiz;

  3. modification or alteration of the Goods and Services (including any part of the Sunwiz Materials or Pay-As-You-Go Items) without the prior written consent of Sunwiz;

  4. any transaction entered into by the Client relating to the Goods and Services without Sunwiz’s prior consent in writing; or

  5. a negligent act or omission of the Client (including any of its representatives) or any third party (other than one acting under the direction of Sunwiz).

10. CONFIDENTIALITY

10.1 Each Party, except as explicitly permitted by this clause 10, must keep confidential any information in any form whatsoever (including oral, written, and electronic information) of a personal, technical, business, corporate or financial nature of a party that has either been marked as confidential or due to its character or nature, or manner of its disclosure, a reasonable person would consider to be confidential, including details of the Client’s business, technical processes and the business of Customers’ confidential information and the technologies and processing techniques of Sunwiz and the terms of this Agreement (“Confidential Information”), of the other party.

10.2. Each party may:

  1. use Confidential Information of the other party solely for the purposes of exercising its rights and performing its obligations under this Agreement; and

  2. may disclose Confidential Information of the other party only to its related companies, lawyers, auditors, insurers, accountants, employees and subcontractors who:

    1. are aware and agree that Confidential Information of the other party must be kept confidential; and

    2. either has a need to know (and only to the extent that each has a need to know), or have been specifically approved by the other party.

10.3. A party must promptly notify the other party upon discovery of any unauthorised access, use or disclosure of the other party’s Confidential Information and take all reasonable steps to regain possession or control of the Confidential Information and prevent further unauthorised access, use or disclosure.

10.4. A party will not be in breach of clause 10.1 in circumstances where it is compelled by the law of a relevant jurisdiction to disclose the other party’s Confidential Information.

10.5. Notwithstanding any other provision of this clause, a party may disclose matters arising from this Agreement to its related companies, lawyers, auditors, insurers and accountants.

10.6. Upon termination of this Agreement a party must, as directed by the other party, either return to the other party and/or destroy, all of that party’s Confidential Information (including all copies/derivatives of such Confidential Information).

10.7. Each party may retain 1 archival copy of the other party’s Confidential Information for regulatory and internal audit compliance purposes, provided that the obligations of confidentiality specified in this Agreement will continue to apply to that archival copy.

10.8 Each party acknowledges that the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to Confidential Information, and that monetary damages would be an insufficient remedy and in addition to any other remedy available at law or in equity, the other party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of, this clause 10.

11. WARRANTIES AND REPRESENTATIONS

11.1. Except as expressly provided in this Agreement, Sunwiz excludes from this Agreement all representations, conditions, warranties, and terms implied by statute, general law or custom, except any implied condition or warranty the exclusion of which from a contract would contravene any statute of any relevant jurisdiction or cause any part of this Agreement to be void (“Non-excludable Condition”).

11.2. Each party warrants that:

  1. it must not use, or knowingly allow another person to use, any part of the Goods and Services in a manner contrary to any law of a relevant jurisdiction; and

  2. it must comply with all applicable laws, regulations and legal obligations.

12. LIABILITY AND INDEMNITY

12.1. Except for liability in relation to breach of any Non-excludable Condition and liability under clause 12.3, Sunwiz’s total aggregate liability to the Client in contract, including for one or more breaches of any term of this Agreement, tort (including in negligence), statute, or otherwise, is limited to an amount equal to the total amount actually paid by the Client to Sunwiz under this Agreement during the twelve (12) month period before the first liability arose.

12.2. Sunwiz’s total liability to the Client for a breach of any Non-excludable Condition (other than a Non-excludable Condition in respect of which, by law, liability cannot be limited) is limited, at Sunwiz’s option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing the goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, the Goods and Services in respect of which the breach occurred. 

12.3. Except for liability in relation to breach of any Non-excludable Condition Sunwiz excludes all liability to the Customer for lost profits, lost revenue, lost savings, lost business, loss of opportunity, lost data or any consequential or indirect loss arising out of, or in connection with, any Goods and Services, and any claims by any third person (including any sub-licensee of the Client or any Customer), or this Agreement.

12.4. Subject to clause 11.1, the Client warrants that it has not relied on any representation made by Sunwiz which has not been stated expressly in the Agreement, or upon any descriptions, illustrations or specifications contained in any document including any proposal, catalogues or publicity material provided by Sunwiz, except and only to the extent such documents are expressly incorporated in this Agreement. 

12.5. The Client indemnifies Sunwiz and its directors, officers, employees and agents from and against all losses, damages, liabilities, claims and expenses incurred (including but not limited to reasonable legal costs) arising as a result of (i) any wilful, unlawful or negligent act or omission of the Client; or (ii) any claim by any third party (including any Customer) arising out of or in any way connected with the supply of services related to the Goods and Services by the Client.

13. SUSPENSION AND TERMINATION

13.1 Without limiting the generality of any other clause in this Agreement, a party may terminate this Agreement immediately by notice in writing if:

  1. the other party is in breach of any term of this Agreement and such breach is not remedied within thirty (30) days of written notice requiring it to do so;

  2. a party becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; or

  3. a party ceases or threatens to cease conducting its business in the normal manner.

13.2. Sunwiz may terminate this Agreement by giving thirty (30) days’ notice in writing to the Client. If notice is given to the Client pursuant to this clause, Sunwiz’s sole liability to the Client arising from such termination is the repayment of any Goods and Services Fees that have been paid in advance for the supply of Goods and Services after the date on which the supply of those Goods and Services is terminated. 

13.3. The Client may terminate this Agreement if the Client is not satisfied with the Goods and Services by providing Sunwiz written notice within twenty eight (28) days from the Commencement Date, in which case Sunwiz will refund any Goods and Services Fees paid by the Client under this Agreement and this Agreement will terminate.

13.4. Without prejudice to its termination rights under this Agreement, Sunwiz may immediately terminate or suspend the supply of any or all Goods and Services to the Client, and the Client acknowledges and agrees that Sunwiz will have no liability to the Client (under this Agreement or otherwise) arising from such termination or suspension if:

  1. the Client fails to pay any correctly issued invoice by its due date; or

  2. Sunwiz reasonably considers such termination or suspension to be necessary to protect the security or integrity of the Goods and Services, or any software, hardware, data or network, or to comply with any law or direction of a regulator or relevant authority.

14. FORCE MAJEURE

14.1. Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to a circumstance beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under this Agreement, including natural disasters, acts of war, terrorism, civil commotion, industrial action, malicious software or hardware attack or failure of third party network facilities or infrastructure (“Force Majeure”).

14.2. If a delay or failure of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended. If a delay or failure by the Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either party may immediately terminate the Agreement on providing notice in writing to the other party.

15. VARIATION

15.1. Except where otherwise explicitly permitted by a clause of this Agreement, the provisions of this Agreement will not be varied, except by agreement in writing signed by each party.

16. NOTICE AND ELECTRONIC COMMUNICATION

16.1. Any notice required under this Agreement to be supplied in writing must be delivered to the other party:

  1. by hand, in which case the notice will be taken to be received at the time it is delivered;

  2. by express international courier, in which case the notice will be taken to be received ten (10) Business Days after it is sent;

  3. by email or other electronic means agreed between the parties from time to time, in which case the notice will be taken to be received on receipt of a return message from the recipient acknowledging delivery (which receipt must be sent immediately on receiving the notice, and must not be knowingly withheld); or

  4. via the Site.

16.2. The parties acknowledge that any requirement under this Agreement that a notice be given “in writing” may be satisfied by a document delivered by electronic means.

17. DISPUTES

17.1. Any dispute arising in connection with this Agreement must be handled in accordance with this clause before a party may commence any form of litigation or legal proceedings.

17.2. A party must give notice in writing to the other party of the matter in dispute, and nature of the dispute. Within five (5) days of issuing such notice each party must appoint a representative with full decision making authority to negotiate on behalf of, and bind, their party to resolution of the dispute, and those representatives must discuss and seek to resolve the dispute in good faith.

17.3. If the respective representatives are unable to resolve the dispute within five (5) days of their first meeting (or other such period as is agreed between the parties), refer the dispute to the respective chief executive officers (or equivalent) of each party, within seven (7) days to discuss and seek to resolve the dispute in good faith.

17.4. If the respective chief executive officers are unable to resolve the dispute within seven (7) days of their first meeting, either party is free to commence such process, including alternative dispute resolution or litigation, as they see fit to resolve the dispute.

17.5. Nothing in this clause will prevent a party from seeking urgent equitable relief before an appropriate court.

17.6. During the continuance of any dispute, each party must continue to perform its obligations under this Agreement.

17. JOINT AND SEVERAL LIABILITY.

Where the Client comprises two or more persons, corporations or entities, this Agreement will be binding upon the Client jointly and severally.

19. ASSIGNMENT AND WAIVER

19.1. The Client may not assign or transfer part or all of this Agreement without the prior approval of Sunwiz (which must not be unreasonably withheld).

19.2. A party does not waive any right or relieve the other party of any obligation under this Agreement unless explicitly stated by the waiving party in writing.

20. SEVERABILITY

If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement will remain otherwise in full force apart from such provisions which will be deemed deleted.

21. SURVIVAL

The provisions of the Agreement that are intended (expressly or by implication) to have effect after termination of the Agreement will remain in full force and effect following termination, including clauses 4, 7, 9, 10, 11, 12, 16, 17, 18, 19, 20, 21, 22.

22. GOVERNING LAW

This Agreement will be governed by and construed according to the law in the State of Victoria, Australia and each party submits unconditionally to the jurisdiction of the courts of that jurisdiction.