Please read these terms and conditions. By checking on the "Agree" button, you accept and agree to the terms and conditions contained herein. Page down and click the “Accept” button to complete the registration process."

 

 

ON LINE MEMBERS AGREEMENT

 

 

BETWEEN

 

SISS21 System Pty. Ltd. (ABN 64 108 608 082)

of 660 Bridge Road Richmond Victoria 3121                                     ("SISS21")

 

AND

 

The Business Owner Registering a Business Entity on the SISS21 System

("the Member")

 

 

Recitals

WHEREAS

A.        FEASISS21 operates an on-line, geographically based business directory systemand website building and publishing facility. The facility is known by a variety of brand names. Such brand names are the property of their owners
The facility may be identified by a variety of brand names. Such brand names are the property of the AgenciesBusiness Partners or their Agents that are the vendors of the services of the FEASISS21 System.

B.        The SISS21 on-line directory can be accessed through the Internet by members of the public wishing to search for businesses that sell goods and services.

C.        The SubscriberMember is a business at one or more locations in the Australian economy.

D.        A FEASISS21 AgencyBusiness Partner or Agent of an AgencyBusiness Partner being …………………………….. of FEAhas offered the SubscriberMember the opportunity to

1.         register in the SISS21 system in Australia in association with its Business Partner,

2.         the Member to publish various information about itself, and

3.         purchase various SISS21 services from its SISS21 Business Partner for its business to be entered into the on-line directory or the Subscriber has arranged access to the on-line directory independently.

E.         The SubscriberMember wishes contact details and business information about its business and place of business to be made discoverable through the websites of the SISS21 System, Find Engine Australia, all SISS21 Business Partners and through third party information systems authorised to distribute SISS21 System business informationor the business of parties on whose behalf the Subscriber has acquired the subscription, .

Operative Provisions

INTRODUCTION

Purpose

1.              This Agreement sets out the terms and conditions of the Member's contractual relationship with SISS21 System in relation to the management of the member’s registration, discovery and credentialing data in the Australian SISS21 System and processes for the dissemination of discovery and credentialing information through the SISS21 System and through third party information systems.

Interpretation

2.              In this Agreement, unless the context otherwise requires:

a)              a reference to any legislation or legislative provision includes any subordinate legislation and amendments thereto,

b)             a reference to an individual or person includes a reference to a corporation, firm, partnership, joint venture, association, authority, trust, state or government and vice versa,

c)              a reference to any agreement or document is to that agreement or document (or its provisions) as amended, novatednotated, restated or replaced from time to time.

Definitions

3.              "Affiliate" means an organisation that has referred the Member to the Member’s SISS21 Business Partner.

4.              "Agent" means an agent of the SISS21 Business Partner.

5.              "Business Information" means all information about a Member that is held on the "SISS21 system" and comprises "Registration Information", "Discovery Information" and "Credentialing Information".

"Registration Information" means information recorded on the SISS21 System for the purposes of record keeping by the system including contact information, information about the Member as a legal entity legal entity being the owner of one or more businesses, and numbers and notations that pertain to that business as applied by SISS21

"Discovery Information" means

·        information including contact details, location information and codes and keywords that the Member has published on behalf of its business by which the business may be discovered in the SISS21 System

·        information including contact details, location information and codes and keywords that a Member has published on behalf of itself by which that business may be discovered in the SISS21 System

"Credentialing Information" means

·        a word or code or qualification attached to the discovery information of a Member’s business by another member (Credentialing Member ) by which the Member’s business may be discovered on the SISS21 System from

·               the website of the credentialing member such as to display business in the economy that sell the credentialing member’s brand of goods or services or

·               the website of the credentialing member such as to display a verification of a skill or qualification or membership or

·               the website of any Business Partner where the credentialing Member has made that credentialing discovery information discoverable through normal search processes of the SISS21 system, or

·               a process of restricted access via the website of a member such as where a member charges for access to such information or where such information is restricted for any other reason.

6.              "Business Partner" means the entity in the Australian economy that is licensed by SISS21 to provide SISS21 services to businesses in the Australian economy and by whom the Member was introduced to the SISS21 system.

7.              "Credentialing Member" means a member that has purchased a service of the SISS21 System that allows that member to display the UGLi(s) of other members as the places of business of members that have a special relationship to that member or about which the member wishes to display information of use to others or itself.

8.              "Delegation Facility" means the facility in the SISS21 system available to the Member to delegate responsibilities and authorities to a subordinate.

9.              "Member's Business Rules" means the rules additional to this Agreement that defines the conduct, benefits and responsibilities of a Member and which are published from time to time by SISS21 on a web page accessible from a Member's control panel.

10.           "Member's Control Panel" means the webpage generated by the SISS21 System that is only accessible to the Member via a secure login and password from which the Member may

·      manage its Registration Information,

·      manage its Discovery Information,

·      examine the Members Business Rules,

·      examine the terms and conditions for the purchase of various SISS21 services from its Business Partner,

·      purchase such SISS21 services if it chooses,

·      link to services provided by systems related to the SISS21 system,

·      link to services provided by the Members’ Business Partner or its Agent.

 

 

11.           "Member" means a legal entity that is or owns a business in the Australian economy and has

a)     an ABN in Australia

b)    completed and submitted the SISS21 Member registration form on-line and has agreed to the SISS21 Member Terms and Conditions,

c)     been approved for membership by a Business Partner, and

d)    been given access to the SISS21 System to register and display its business discovery settings on the SISS21 System of that Region.

12.           "Place of business" means a geographical location from where the Member conducts its usual business activities and which is accessible by the Member's customers during such business hours that are usual for the Members type of business and usual for that geographical location, AND

(a)                which location is staffed by at least one person for a substantial part of the time during which the Member's business is open for business, OR

(b)                which location is a registered business location, OR

(c)                which location is the originating place of the Members business activity.

SISS21 may alter the definition of Place of Business to accommodate commercial developments and such changes shall be notified to the Member via the Member's Business Rules.

"Publication" means the act of a subscriberMember instructing the SISS21 system to display to the internet theSISS21 website including Details or links and discovery settings of that Member also known as an Unique Geographic Listing (UGLi) for the period of one year

(2) allowing a SISS21 website to remain published beyond the anniversary of its publication.;

(j) For the purposes of this Agreement, Period of Publication is one year

13.           in relation to that members place of business.

14.           "SISS21 System Services" means services of the SISS21 system offered by a Business Partner for resale to its members. SISS21 System Services excludes services that are not of the SISS21 system but are offered by the Business Partner through the SISS21 system via the Member's control panel.

15.           "System" means the network of all SISS21system servers in all economies but does not include services or servers linked from the system and provided by Business Partners or National Commercial Managers.

16.           "Unique Geographic Listing (UGLi)" means a package of information showing the location of a business in Australia, its discovery keywords and its contact information as represented on the SISS21 results page of the mapping system by:

a)     A Blue Dot where that UGLi is linked to a Member’s website by an UGLi Link

b)    A Black Dot where UGLi represents the place of business of a Member

c)     A Grey Dot where the UGLi represents the place of business of an entity that is not a Member of the SISS21 system or where the UGLi represents the place of business of a an entity that is a Member of the SISS21 system but where the Member has not updated or reviewed the UGLi within the time parameter set by SISS21 known as the UGLi Refreshment Period.

17.           "Unique Geographic Listing Link (UGLi Link)" means the SISS21 service whereby a UGLi is linked to a website relevant to the UGLi.

 

 

18.           "Unverified Free Listing" means an UGLi that has not been verified by the business owner by the business owner taking control of such business information on the SISS21 System.

TERMS AND PROVISIONS

SubscriberMEMBERSHIP IN THE SISS21 SYSTEM IN AUSTRALIA

1.              The SubscriberMember hereby grants to FEASISS21 the transferable and irrevocable right to:

(a)     receive, copy and amend the discovery details of the Member's UGLi (s)

(b)    translate, adapt and copy the details of the Member's UGLi (s) to create derivative works to create FEASISS21 branded or co-branded digital electronic products and services and marketing material

(c)     display the SubscriberMember's trade marks, trade names, business names, domain names, logos, identifiers and UGLi (s) on the SISS21 System as an element of the promotion of the SubscriberMember on the SISS21 System and to promote the SISS21 System or FEASISS21 branded to the Member’s Business Partner or any other SISS21 Business Partner

(d)    display the Member's UGLi as the result of a search by an internet user where that user has searched in the system through the website of a SISS21 member who has purchased and applied SISS21 credentialing attributes to the discovery settings of the Member with or without the consent of the Member

(e)     pass to third parties discovery details of the UGLi of the Member in any format it chooses where in the opinion of SISS21 the passing of such details will increase the discoverability of businesses generally or the utility of the SISS21 system as a whole.

 

MEMBER'S COVENANTS WARRANTIES UNDERTAKINGS AND RIGHTS

Member's Entitlements and Rights

2.              The subscriberMember may display an UGLi on the SISS21 system for each of its places of business in Australia without fee.

3.              Subject to verification by the Business Partner that the member is a legitimate business and has an ABN, SISS21 agrees and the member may create UGLi(s) to display the Member's place of business and to insert keywords and discovery codes in the SISS21 system for the discovery of the member's business through the websites of the Business Partners of the SISS21 system and authorised related third party on-line information systems.

Member's Covenants

4.              The SubscriberMember shall ensure that

(a)     the Details included on the SubscriberMember Registration section on the SubscriberMember's Control Panel are, at all times:

(i)        correct and up to date, and

(ii)       otherwise be in accordance with the terms and conditions stated in this Agreement, including the SISS21 Member's Business Rules; and

(iii)      observe and, at least on a monthly basis, review the Member's Business Rules, which the SubscriberMember acknowledges may be amended by FEASISS21 from time to time.

(b)    the details included on the UGLi (s) published by the subscriberMember

(i)             are published on the SISS21 system in the relevant industry sector,

(ii)           show the place of business only,

(iii)          are geographically accurate,

(iv)          include keywords that are relevant to the business,

(v)           are reviewed every three months,

(vi)          do not include keywords that do not directly relate to the business,

(vii)        do not include any brand, trade mark, business name that is not owned by the Member or is licensed to the Member by the owner,

and are otherwise in accordance with the provisions of this Agreement and the SISS21 Member's Business Rules.

 

5.              The Member agrees that, apart from the Member's rights under this Agreement neither SISS21, the Business Partner, the National Partner Manager nor their representatives, agents, employees, affiliates or contractors shall be liable for any loss, damage, claim or demand incurred or made by any person (whether based in tort, contract, statute or otherwise) arising out of or in connection with this Agreement, or from the provision of the services, or failure to provide the services referred to throughout this Agreement. For the purposes of this provision, the Member shall indemnify SISS21, the Business Partner, the National Partner Manager and their representatives, agents, employees, affiliates and contractors in accordance with Clause 42 below.

6.              The Member agrees to be bound by the "Member's Business Rules" referred to herein and published from time to time by SISS21.

7.              The Member agrees that, except for any text or trademarks that are the Members property or the property of the person who authorized the Member to use them, copyright in SISS21 text, trademarks, designs, logos, graphics or images or illustrations including the content, belongs to SISS21 System Pty Ltd and the Member may not reproduce or permit them to be reproduced without the prior written consent of SISS21.

8.              The Member acknowledges and agrees that it is the Member's responsibility and not that of SISS21, the Member’s SISS21 Business Partner, nor its Agents or affiliates to ensure that the entity and discovery information is up to date and complies with the terms of this agreement.

9.              The member acknowledges that the SISS21 system includes processes that give greater prominence to business information that it deems to have been recently updated over information that has not been verified by a business or information that has been verified by the business but not recently updated.

10.           The member agrees that SISS21 may at its absolute discretion alter the processes and parameters by which the SISS21 system presents the member's information and releases SISS21, the Member's SISS21 Business Partner, its Agents or Affiliates from any claims whatsoever arising from the presentation of the member's business information.

11.           Where the Member purchases any service that is generally described by SISS21 as a credentialing service the Member shall,

a)     comply with any specific rules relating to that service as published from time to time in the Member's Business Rules by SISS21, and

b)    ensure that businesses credentialed by the Member have access to view the Member’s credentialing of their business upon request.

12.           Where a subscriberMember uses the delegation facilities provided by the SISS21 system the SubscriberMember remains responsible for all costs of publication or for other services purchased by the delegate subscriberand remains responsible for all materials published by the delegate.

13.           The SubscriberMember shall not conduct itself in any manner which brings or is likely to bring FEASISS21 into disrepute.

 

Member's Warranties

14.           The SubscriberMember warrants to SISS21 System Pty Ltd that it is legal entity that exists in Australia, has an Australian Business Number and

a)         operates a business, or

b)         is a community organisation, or

c)         is a government or a division of a government, or

d)         is a statutory authority.

15.           The SubscriberMember further warrants that:

(a)     the SubscriberMember has the right, authority and ability to enter into this Agreement and grant all the rights herein;

(b)    any trademarks, designs, logos, graphics, information, data or images accessible through or via the SubscriberMember's SISS21 UGLi Link are not:

(i)        inaccurate, untrue, incorrect, misleading or deceptive;

(ii)       irrelevant to the SISS21 Industry sector to which the Member has made and UGLi discoverable,

(iii)      defamatory, blasphemous or racist,

(iv)      indecent, obscene or vulgar,

(v)       in breach of any law or statute or cause FEASISS21 to be in breach any law or statute of any jurisdiction in which it or SISS21 may be bound,

or

(vi)      otherwise in breach of or inconsistent with the SISS21 Business Rules,

and will continue to accurately reflect products or services actually available for purchase from the SubscriberMember.

(c)     any trademarks, designs, logos, graphics, information, data or images accessible through or via the SubscriberMember's SISS21 UGLi Link

(i)        are the Member's property or the property of the entity or person who authorised the Member to use them

(ii)       do not, expressly or impliedly, falsely represent that it, or the goods or services described in it, have the endorsement, sponsorship or approval of or association with SISS21.

(d)    any performance by the SubscriberMember of its obligations under this agreement, publication, broadcast, transmission or other use of the Members UGLi' (s), including, but not limited to, access to material through or via the SubscriberMember's SISS21 UGLi, or by FEASISS21 in accordance with this Agreement does not infringe upon the rights of any party, and does not breach any applicable laws or relevant enforceable industry code of conduct or practice.

(e)     the SubscriberMember will use the messaging facility and any other facilities provided as part of the SISS21 UGLi link package strictly in accordance with the Member's Business Rules.

16.           The Member further warrants that this Agreement has been accepted and "signed" by an officer or employee of the Member and is duly authorized by the Member to bind the Member to this Agreement.

17.           Pursuant to Clause 16 above, the accepting and "signing" officer hereby warrants that he or she is duly authorised to bind the Member to this Agreement.

No Claim for Manner or Sequence of Presentation

18.           The Member shall make no claim whatsoever against SISS21 or any authorised related third party on-line information system provider for the manner or sequence of presentation of an UGLi in the display of search results.

SISS21 COVENANTS WARRANTIES UNDERTAKINGS AND RIGHTS

SISS21 Warranties

Service Levels

19.           SISS21 will endeavour to facilitate the ongoing and uninterrupted operation of the SISS21 System, however because the provision of an internet service is dependent on third parties, SISS21 System Pty Ltd does not make any warranties as to the performance or on-line availability of the SISS21 system or that of related services.

20.           Where the performance or on-line availability of the SISS21 systemMember's Website is interrupted, the SubscriberMember shall not make any claim, howsoever described, against FEASISS21 or its Business Partner for any losses incurred by the SubscriberMember through loss of performance of, or interruption to, the SISS21 System.

SISS21 Rights

Member's Registration

21.           SISS21 has the absolute discretion, at any time during the currency of this Agreement to:

a)         permanently or temporarily remove the subscriberMember's registration and UGLi's SISS21 websitefrom the SISS21system; or

b)         delete or amend the UGLi Details included on the SISS21Website, including but not limited to, links to Internet addresses,
where FEASISS21 believes that the information displayed on the UGLi including classified advertisementsincluding keywords, attributes (including verbal or numeric), geographic location of the UGLi placement of the UGLi in a particular industry sector or other information placed on the SISS21 System by or on behalf of the SubscriberMember, may be:

(i)             inaccurate, untrue, incorrect, misleading or deceptive;

(ii)           irrelevant to the SISS21 Industry sector to which the subscriberMember belongs;

(iii)          defamatory, blasphemous or racist;

(iv)          indecent, obscene or vulgar;

(v)           in breach of any law or cause FEASISS21 to be in breach any law of any jurisdiction in which it or SISS21 may be bound, or

(vi)          otherwise in breach of or inconsistent with the SISS21 Business Rules.

c)         vary the details of any UGLi

d)         remove UGLi's until the Member remedies any breach of this agreement

e)         suspend the subscriberMember from the system

f)          remove the Member from the system, or

g)         prohibit the subscriberMember from joining or rejoining the system

22.           SISS21 may alter, delete or withdraw registration, without compensation to the Member, so as to ensure compliance with SISS21 Member's Business Rules or other rules and policies which apply to the Member's registration and other requirements or standards which are imposed by law or by SISS21 from time to time.

Unique Identifier

23.           SISS21 reserves the right to allocate a unique identifying number to the Member and each of its UGLi's for the purposes of

a)         data storage and retrieval by the SISS21 system

b)         data storage by the Member's business partner

c)         identification of the Member as a member of the Australian version of the Global SISS21 system.

Suspension of Member's Use

24.           SISS21 reserves the right to suspend the Member's use of the SISS21 System Websiteif SISS21 believes that the Members use of the SISS21 system:

(a)        contravenes any law or statute, infringes the rights of third parties or is obscene, indecent, defamatory, or misleading or deceptive; or

(b)       will otherwise reflect upon or affect SISS21 System Pty Ltd unfavourably.

25.           SISS21 shall not be liable to the Member for any damages arising from the exercise of its rights under Clause 41 of this Agreement.

Priority of UGLi Listing

26.           SISS21 retains the right to set or alter parameters for the display of a Member's UGLi (s).

27.           Pursuant to Clause 43 above, a Member's UGLi (s) shall be represented on the SISS21 results page in the following order:

a)         A Blue Dot by shall be listed above any UGLi (s) that is represented by a Black or Grey Dot, and

b)         A Black Dot by shall be listed above any UGLi (s) that is represented by a Grey Dot.

28.           SISS21 shall publish its determination of the UGLi Refreshment Period from time to time in the SISS21 Member's Business Rules.

 

GENERAL PROVISIONS

Termination

29.           A Member may terminate this contract at any time by giving seven (7) days' notice in writing to its SISS21 Business Partner.

30.           SISS21 may terminate this Agreement at any time:

(a)            by giving thirty (30) days' written notice to the Member without cause,

(b)           immediately if the Member is in default or in breach its obligations under this Agreement and (if capable of remedy) fail to remedy the default or breach within seven (7) days after SISS21 System Pty Ltd notifies the Member of such default or breach.

31.           Where the subscriberMember has failed to comply with this Agreement and this Agreement is terminated according to its provisions, termination shall be effected, inter alia, by the deletion of the SubscriberMember's registration fromregistration from the SISS21 system and the removal of all UGLis and UGLi links pertaining to the Membersubsc.

32.           Upon the operation of Clause 30 FEASISS21 shall not be held responsible for the deletion, loss or destruction of any information pertaining to the subscriberMember's business uploaded to the SISS21 System.

33.           In addition to all other available rights and remedies, FEASISS21 may remove, vary or suspend any rights granted to the SubscriberMember if the SubscriberMember is in breach of this Agreement. A removal, variation or suspension alone of rights granted FEAdoes not of itself amount to a termination of the Agreement, and does not release the SubscriberMember from the performance of its obligations in accordance with the Agreement.

34.           In the event that SISS21 terminates this agreement pursuant to Clause 30 above the parties shall continue to perform all their obligations under this Agreement during the termination notice period.

 

 

 

 

35.           Where this Agreement is terminated by SISS21 the Member shall have no cause or right of action against SISS21 for any loss or damage howsoever described and shall hold SISS21 free of all liability in the event of an erroneous act done by SISS21 where SISS21 has relied on a third party's advice in good faith.

36.           Upon termination of this Agreement, SISS21 may retain, vary or delete any content without any liability whatsoever.

37.           The following events are considered events of default by the Member, namely, where:

a)         the SubscriberMember materially fails to perform or comply with this Agreement or any provision of this Agreement.

b)         the Member's ABN is no longer active.

c)         the subscriberMember has registered on the SISS21 system but has not published a UGLi within a reasonable period of time as determined by FEASISS21

d)         the Member fails to remove an UGLi from the SISS21 system where that UGLi represents a place of Business that no longer exists

e)         the Member fails to update an UGLi’s discovery information such as location and contact details where those details have changed

38.           Pursuant to clause Clause 37(a), a Member's failure to comply with the Member's Business Rules is deemed a material failure to comply with this Agreement.

39.           Pursuant to clause Clause 37(b), where SISS21 is advised by an appropriate Commonwealth or State authority that the Member’s ABN is no longer active, such advice shall be conclusive of the Member's inactivity and SISS21 shall be entitled to rely on such advices for the purposes of this Agreement.

40.           Pursuant to clause Clause 37(c), FEASISS21 shall publish its determination of such period from time to time in the SISS21 Business Rules.

Breach and Events of Default

41.           SISS21 shall not be held liable for any loss or damages suffered by the Member, howsoever described, as a result of SISS21's reliance on the advices received pursuant to Clause 39 above.

The Member's Indemnity in Favour of SISS21 System Pty Ltd and its Affiliates

42.           The SubscriberMember agrees, without condition or qualification, to indemnify and hold harmless FEASISS21, the Member's Business Partner, the National Partner Manager (including their officers, agents, agencieslicensees, employees, representatives and affiliatesFEA) from and against any and all losses, damages, penalties, liabilities, costs and disbursements (including all reasonably incurred legal fees and costs calculated on a solicitor - client basis) suffered or incurred by reason of any claims, demands, proceedings or suits based on, arising out of or in relation to:

(a)        any breach or alleged breach by FEASISS21 or the Business Partner of any right, including any intellectual property right, owned by or licensed to any third party through the publication of key words or codes representing a brand or trade mark of third party, or

(b)       any breach either directly or indirectly by the SubscriberMember of this Agreement or the Business Rules as published by SISS21 from time to time, by the Member's act or omission howsoever arising.

(c)        any unauthorised representation of the Members Business Information

(d)       any independently provided services by the Business Partner to the Member through the SISS21 Control Panel.

43.           Immediately following notice of a claim that the keywords or discovery codes infringe the intellectual property or other right of any person, the SubscriberMember shall, notwithstanding the Member's belief that the information is correct, modify or remove the UGLi keyword or discovery code to make the information non-infringing, until such time as the claim is resolved.

44.           Where an action is commenced against the Member by way of formal proceedings in a court of law or other judicial forum in relation to an alleged infringement of intellectual property or copyright, the member shall withdraw or cause to be withdrawn all references to the intellectual property or copyright material until such time as the dispute is resolved and all causes of action permanently stayed or discontinued.

45.           The indemnities herein granted and the liabilities herein accepted by the Member shall survive the termination or expiry of this Agreement.

Limitation of liability

46.           The Trade Practices Act 1974 (Cth) and similar legislation may confer rights and remedies on the SubscriberMember which cannot be excluded, restricted or modified ("non-excludable rights").

47.           FEASISS21 does not exclude any non-excludable rights but does exclude all other conditions and warranties implied by custom, common law or statute.

48.           Where SISS21 is in breach of the warranties set out in this Agreement or implied by law which cannot be excluded but which can be limited, then SISS21 limits its liability to either of the following (at its option):

(a)        the re-supply of the services; or

(b)       the cost of having the services re-supplied.

49.           SISS21 shall not in any event be liable for any loss of business, interest, revenue or profit or for any consequential, indirect, incidental, special, punitive or exemplary damages actually or purportedly suffered by the SubscriberMember arising from or related to the subject matter of this Agreement even if FEAthe Member has been advised of the possibility of such loss or damage.

This Agreement

50.           This Agreement, the Members Business Rules and the documents referred to in this Agreement constitute the entire agreement between the parties and supersede all, if any, prior Agreements.

51.           The parties to this Agreement agree that neither SISS21 nor the Business Partner, including their agents representatives employees or servants or affiliates, have made any pre-contractual representations whatsoever in relation to the SISS21 System or of the formation, construction or performance of this agreement.

52.           This Agreement commences on the date indicated and shall continue until terminated in accordance with this Agreement.

 

 

53.           A reference to any Party to this Agreement or in any other document or Agreement includes that party's executors, administrators, substitutes, heirs, successors and permitted assigns and agents.

Relationship of the Parties

54.           This Agreement does not create a joint venture, partnership, employment or agencyBusiness Partner relationship between the parties.

Transfer and Assignment

55.           This agreement is unassignable by the Member.

56.           In the event that the member sells or transfers all of the business assets represented by UGLis on the SISS21 system the Member may change the ABN to that of the acquiring entity only after,

(a)            the registration details of the Member have been changed to those of the acquiring entity,

(b)           the acquiring entity has been advised in writing by the Member of the terms and conditions of Membership of the SISS21 system, and

(c)            the acquiring entity has agreed to the terms and conditions of Membership of the SISS21 system in Australia by

(i)             advice in writing of its acceptance of the terms and conditions or

(ii)           agreeing to the terms and conditions via the online processes of the SISS21 system

57.           SISS21 System Pty Ltd may transfer assign or novate it's rights and obligations under this Agreement without the Member's consent.FEA

Applicable Law

58.           The parties to this Agreement agree that:

(a)            the operation of this Agreement shall be governed by and construed in accordance with the laws of Victoria Australia, and

(b)           the parties irrevocably and unconditionally submit to the jurisdiction of the Courts of Victoria.

Dispute Resolution

59.           Where a dispute arises out of or in connection with this Agreement, every reasonable effort to settle the dispute shall be, at first instance, by way of negotiation between the parties or their representatives. Such negotiations shall proceed in good faith and without prejudice.

60.           Where the parties are unable to resolve a dispute pursuant to Clause 59 above, the dispute shall be referred to mediation.

61.           Referral of a matter to mediation pursuant to Clause 59 above does not preclude a party from seeking relief in an appropriate court of law but such relief shall not be sought until mediation has concluded and failed to resolve the dispute.

62.           Neither party is excused from the continued performance of its obligations under this Agreement during the course of any dispute resolution process referred to above.

 

 

Notices

63.           All notices, requests, consents and approvals in connection with this Agreement are deemed to be given only when they are received by fax or e-mail messenger, or received by delivery via Australia Post, postage prepaid, certified or registered, return receipt requested to the recipient at the address of its place of business or as notified by the relevant party to the other party from time to time.

Severance

64.           If any part of this Agreement is determined by a court of law to be invalid or unenforceable, that part of the Agreement shall be severed and the remainder of the Agreement shall continue to have full force and effect and any inconsistency in the Agreement arising from the severance shall be construed in favour of SISS21 or the Member's Business Partner.

Intellectual Property

65.           All rights or title to or interest in any intellectual property contemplated by this Agreement, wether presently extant or yet to be developed, shall remain the absolute property of SISS21 or its appropriately authorised affiliate.

66.           This Agreement does not create or transfer any rights or expectation of any rights in or to any such intellectual property referred to in, or contemplated by, this or related agreements, in or to the Member or other entity not properly entitled to such intellectual property, and no claims for loss or damages howsoever described, shall be made by the Member against SISS21 or any other entity properly entitled to such intellectual property.