Ecommerce
Terms and Conditions
Introduction
- Eagle Edge Pty Ltd ACN 637 522 279 (hereafter “Eagle Edge”) is in the business of producing precedent documents (hereafter the “Precedent Documents”) for use by third-party businesses;
- Eagle Edge (hereafter the “Client”) is a business which requires precedent documents;
- Eagle Edge wishes to grant, and the Client wishes to accept a License under which the Client will use the Precedent Documents in consideration for paying the License Fee;
- The License referred to in clause 3 will be on the terms and conditions set out in this Agreement which for the avoidance of doubt, is intended to be legally binding under the laws of the State of Victoria and the Commonwealth of Australia. Each party hereby submits to that jurisdiction.
Definitions and Interpretations
- In this Agreement, unless the context requires otherwise:
a. Agreement means this document as modified from time to time;
b. Business Day means a day which on which banks are ordinarily open for business in Melbourne, excluding Saturday, Sunday and public holidays;
c. Client means Eagle Edge
d. Commencement Date means the date set out in Item 3 of Schedule 1;
e. Confidential Information means any information that one party learns about the other and which is not in the public domain, and any information pertaining to this agreement that is not in the public domain. For the avoidance of doubt and without limitation, the License Fee constitutes Confidential Information;
f. Document Management System means the cloud platform on which Eagle Edge shares the Precedent Documents and generally publishes any updates to or information regarding the Precedent Documents;
g. Document Management System Free Period means the period that commences on the Commencement Date and ends on the day that is six (6) months after the Commencement Date;
h. Eagle Edge means Eagle Edge Pty Ltd ACN 637 522 279;
i. End Date means the date set out in Item 4 of Schedule 1;
j. License means the license that Eagle Edge has granted the Client to use the Precedent Documents, as per clause 3 of this Agreement;
k. License Fee means the amount referred to in Item 1 of Schedule 1;
l. License Fee Due Date means the Commencement Date unless another date or dates is/are listed at Item 2 of Schedule 1, in which case that date or those dates are the License Fee Due Date/s;
m. Precedent Documents means the documents (as amended from time to time) that Eagle Edge produces for use by third-party businesses, which it will provide to the Client under the license which it hereby grants the Client; and
n. Term means the period in which the License will be in effect, commencing on the Commencement Date and ending on the End Date (including any agreed modification to those dates). - In this Agreement unless the context requires otherwise:
a. Headings are for convenience only and do not affect the interpretation or construction of this document;
b. The singular includes the plural and vice versa;
c. Words importing a gender include other genders;
d. Where a word or phrase is defined, any other part of speech or grammatical form of that word or phrase has a cognate meaning;
e. A reference to dollars or $ is a reference to Australian currency;
f. If anything must be done on a day that is not a Business Day it must be done on the next Business Day.
Grant of License
- Eagle Edge hereby grants the Client:
a. a License to use the Precedent Documents during the Term; and
b. A license to access the Document Management System during the Document management System Free Period.
c. At the end of the Document Management System Free Period Eagle Edge will provide the client with the option of purchasing a further license to continue accessing the Document Management System (in consideration for payment of an additional fee) and will email soft copies of the Precedent Documents to the Client.
Payment of License Fee
- In consideration for Eagle Edge granting the License to the Client, the Client agrees to pay the License Fee in full on the License Fee Due Date, or if Item 2 of Schedule 1 indicates that the Licensee Fee is to be paid in installments, by paying the full amount due on each License Fee Date;
- In the event that the Client fails to make a payment by the date on which it is due:
a. The Client will be required to pay the amount due in addition to interest levied on that amount at a rate of 10% per annum on a pro-rata basis; andb. Eagle Edge may (at its sole discretion) take any or all of the following actions:
i. Not grant the Client access (or suspend the Client’s existing access) to the Precedent Documents and prohibit the Client from using any Precedent Documents that it has downloaded (or any subsequent document that it produced by customizing a Precedent Document); and/or
ii. Issue a notice requiring that the Client to pay the outstanding amount and all interest within 5 Business Days (time being of the essence). In the event that the Client fails to pay the amount in this notice in full, Eagle Edge may immediately terminate the License and claim the entire amount that the Client would have been obligated to pay Eagle Edge had the License remained on foot until the end of the Term.c. For the avoidance of doubt, Eagle Edge may take the actions referred to in clause 9(b) at any time while any part of the License Fee which has fallen due (or any interest due in addition to the License Fee) remains unpaid, and any initial failure to exercise the rights conferred in clause 9(b) will not constitute a waiver of that right.
Eagle Edge Document Updates
- From time to time Eagle Edge may (at its sole discretion) modify one or more of the Precedent Documents. If it does so and the client has access to the Document Management System, the Client warrants that it will:
a. Immediately cease using the former version of the Precedent Document (or any modified version of the Precedent Document which the Company has modified in accordance with clause 11 of this Agreement) and use only the updated version of the Precedent Document;
b. Indemnify Eagle Edge in relation to any damage that Eagle Edge suffers as a result of the Client’s breach of clause 10(a). If the Client does have access to the Document Management System at the time of the update, the Client will immediately comply with 10(a) and provide the indemnity referred to in clause 10(b) upon Eagle Edge notifying it of the amendment and providing an updated Precedent Document;
Client Rights
- Subject to clause 12, Eagle Edge authorizes the Client to modify any Precedent Document in the following way:
a. By removing any Eagle Edge branding and adding its own branding; and
b. By modifying the document to reflect the business details and business practices of the Client; - The Client warrants that it will not, in modifying a Precedent Document:
a. Breach the copyright of any third party;
b. Otherwise engage in business practices that are illegal or which may lead to Eagle Edge being held liable for any claim; or
c. Knowingly use an old version of a Precedent Document.
d. Otherwise alter the Precedent Documents in any way, whatsoever, such that it may alter the compliance of the Precedent Documents. The Client irrevocably agrees to indemnify Eagle Edge against any claim bought against Eagle Edge as a result of it breaching clause 12.
Clauses 12-13 survive the termination of this Agreement.
Termination of Agreement
- On termination of this Agreement and unless Eagle Edge agrees otherwise in writing, the Client must immediately cease using any Precedent Document or any Document produced using a Precedent Document.
No granting of sublicense or provision of suite of Precedent Documents
- The Client warrants that it will not:
a. Grant a sub-license to any third party to use or copy the Precedent Documents or any Precedent Document, or any part thereof;
b. Allow third party access to the suite of Precedent Documents or any Precedent Document except to the extent that it is necessary for the Client to grant access to that Precedent Document for the purpose of entering into an agreement or correspondence in the ordinary course of business; In the event that the Client breaches clause 16, it will be liable to pay Eagle Edge the amount that Eagle Edge would have charged that third party for a license to use the Precedent Documents (as determined by Eagle Edge acting reasonably). This clause 17 survives termination of this Agreement.
Confidential Information
- The parties agree that neither party will disclose Confidential Information in relation to the other party;
- Clause 18 will not apply in the following circumstances:
a. Where a party is legally obligated to disclose Confidential Information in relation to the other party;
b. Where a party discloses Confidential Information about the other party, but only discloses such information to its professional advisers for the purpose of attaining advice (and provided those advisers are themselves bound by an obligation of confidentiality in relation to the Confidential Information). - Clauses 18-19 survive termination of this Agreement;
- The Client agrees to indemnify Eagle Edge for any loss that Eagle Edge suffers as a result of the Client breaching its obligation of confidentiality.
- Client is obligated to destroy/return all confidential information on termination of the Agreement.
Client not to Induce Staff to Leave Eagle Edge or Compete with Eagle Edge
- The Client warrants that it will not induce any staff member to leave the employ of Eagle Edge.
- The Client will not:
a. undertake engage in any business or activity that competes with that of Eagle Edge anywhere in the world;
b. Undertake or engage in any business or activity that competes with that of Eagle Edge in Australia;
c. Undertake or engage in any business or activity that competes with that of Eagle Edge in Victoria. - Each party agrees that each of the obligations in clauses 24(a)-(c) constitute independent obligations and that the unenforceability of any of those obligations will not impact the enforceability of any of the other obligations.
Client Insurance
- The Client will at all times maintain business insurance including public liability insurance for an amount of not less than $20 million per incident. On request, the client will provide Eagle Edge a copy of the certificate of currency of it insurance policy.
Eagle Edge Marketing Rights
- The Client irrevocably authorizes Eagles Edge to name it as a client of Eagle Edge and to include its name and/or logo and/or slogan and/or content on Eagle Edge marketing material. This clause will only apply to material produced while this License remains on foot.
Miscellaneous Provisions
- The parties agree as follows:
a. If any provision of this Agreement is found to be illegal or unenforceable it will be read down or severed, but only to the minimum extent required to save the provision at law;
b. In addition to all other indemnities and waivers in this License, except as otherwise provided in this License, the Client agrees to release Eagle Edge from all liability arising as a result of this License, and to indemnify Eagle Edge against any and all loss that it suffers as a result of this License.
c. Any dispute that arises between the parties may only litigated in the courts of the State of Victoria, and Victorian law will apply;
d. Failure by Eagle Edge to exercise any right under this Agreement does not constitute a waiver of that right;
e. This Agreement may be signed in counterparts, and each counterpart will constitute a whole and complete Agreement; and
f. This Agreement may only be varied by a written instrument signed by an authorized signatory of each party.
Schedule 1
Item 1 – License Fee: (Per the payment schedule)
Item 2 – License Fee Due Date: Purchase date
Item 3 – Commencement Date: Purchase date
Item 4 – End Date: Lifetime licence
