Last updated: 5th December 2024
5 December 2024By using the Produxiom Platform, you agree to be bound by these Terms and Conditions (which we may refer to as “Terms and Conditions”, “Terms” or “General Terms”) and any other Policy we develop. If you do not agree with these Terms and Conditions or a Policy, you must not use the Produxiom Platform.
For the purposes of interpretation of this document, the following applies:
Any reference in these Terms and Conditions to “We”, “Us”, “Our” or any similar reference to the first person means whether uppercase or lowercase Produxiom Systems Pty Ltd (ABN 26 677 015 799).
Any reference in these Terms and Conditions to “You”, “Your” or any similar reference to the second person means any Customer or Authorised User that uses the Produxiom Platform.
The words listed below have the following meanings when used in these Terms and Conditions:
Is in, or enters, the public domain, otherwise than as a result of a breach by You of these General Terms or any special conditions other obligation of confidence; or
Was developed independently by You, without the use of the whole or any part of our confidential information or Produxiom Intellectual Property.
accidental or unauthorised access to, disclosure, processing or destruction of any personal information contained in Customer Data.
hereafter that allows the Customer to enable other Features of the Produxiom Platform otherwise not available in the default or baseline offering.
completion of any Development Work. Multiple Implementation Dates may be listed in the Customer Proposal for the implementation of a specific stage of work, subject to the agreed Customer Proposal.
Subject to clause 2.2 below, our different terms apply as follows (priority of terms):
If there is any inconsistency between your Customer Proposal (and any specific terms contained within) and these General Terms, then (to the extent of the inconsistency):
Any Particulars and/or Special Conditions contained in the Customer Proposal including any Special Conditions relating to Development Work (if any, including those listed in Clause 2.3 of the Customer Proposal) will take priority over all other terms and conditions;
Any Special Condition in your Customer Proposal (including those listed in Clause 2.3 of the Customer Proposal) will take priority over such of these General Terms when specified as a Special Condition and express to override by express reference any of these General Terms; and
These General Terms are assigned final priority over any other matters where there is no inconsistency with any terms referred to at para (a) or (b) above.
If there is any inconsistency between these General Terms and Conditions and the Customer Proposal, the Customer Proposal will take priority over these Terms and Conditions to the extent of the inconsistency.
The provision of any compliance assessment or label review services undertaken by
FoodLegal Pty Ltd or Lawmedia Pty Ltd (or any of their respective business successors
and assigns) in relation to Customer products will be governed under an agreement that is separate from this one pertaining to the usage of the Produxiom Platform.
Changes to Terms and Conditions
From time to time, we may make changes to the features or functionality of the Produxiom Platform or change or replace any part of these Terms and Conditions by posting updated or amended General Terms to our website.
We will provide you notice of any change to our Terms and Conditions changes via email or in your account. Generally, we will provide 30 days’ notice of any change to these Terms and Conditions, unless we need to make changes immediately for reasons that cannot be reasonably controlled such a mandatory statutory or regulatory requirement.
If the change to the Produxiom Platform or the Terms and Conditions is unacceptable to you, you may stop using the Produxiom Platform, cancel your Subscription or terminate your account in accordance with these Terms and Conditions. If you continue to use the Produxiom Platform after any amended terms become effective, you agree to be bound by the amended terms.
If we decide to stop offering some Features in the Produxiom Platform or other services, we may terminate your access to such Features or services by providing written notice to you. If you are not in breach of the Terms and Conditions, we will refund any prepaid fees that relate to the terminated features or services on a pro-rata basis.
By accepting these Terms and Conditions, you are granted a limited, non-exclusive and revocable licence to access and use the Produxiom Platform until your account is terminated. Access to some Features may be based on the level of access agreed to in the Customer Proposal.
You agree to do the following when using the Produxiom Platform:
make sure that any information you provide to us is complete, accurate and not misleading;
keep your usernames, passwords, and any other account login information secure;
own or have permission to provide Customer Data (including any personal information contained in Customer Data and any Customer Intellectual Property) to us or otherwise enter it into the Produxiom Platform;
notify us immediately of any use of the Produxiom Platform that your reasonably suspect to be in breach of these Terms and Conditions, and will use reasonable efforts to stop any such use of the Produxiom Platform; and
maintain any equipment and ancillary services needed to connect to, access or otherwise use the Produxiom Platform, including, without limitation, modems, hardware, servers and the like.
You must not do any of the following when using the Produxiom Platform:
decompile, reverse engineer, disassemble, rent or sublicense anything on the Produxiom Platform;
copy, distribute, modify or make derivative works of any of our content or use any of our Produxiom Intellectual Property in a way not expressly permitted by us in writing;
introduce or upload anything to our services that includes viruses or other malicious code, or otherwise undermine the security or integrity of the Produxiom Platform;
Use the Produxiom Platform in any way that might impair functionality;
Share or Use the Produxiom Platform in any manner that makes the Produxiom Platform accessible for usage in any artificial intelligence application, or AI machine learning device; and
Share your usernames, passwords or any other account login information with anyone.
The Customer is solely responsible for any loss of data or functionality caused directly or indirectly by its Authorised User. We do not accept responsibility or liability for access to or Use of Customer Data by any of your Authorised Users.
The Customer must nominate one (1) Authorised User to be the Administrator (single point of contact for the Customer) of the Customer’s Subscription and Development Work (if applicable). Nomination must be delivered to Us in writing.
The Customer, for the duration of each Subscription period, may elect to substitute an existing user to the Subscription. Further addition of users to a subscription is subject to Clause 6.11.
We may offer trial access to the Produxiom Platform to one or more users. We may provide access to and terminate trial accounts at any time at our discretion.
If a Customer agrees that its trial account will automatically convert to a paid account at the end of an agreed trial period, then the Customer’s initial payment will be
processed at the end of that trial period unless the trial account is cancelled before the end of the trial period.
We will not commence implementation of Development Work until a Customer Proposal specifying the Development Work is agreed to in writing by both you and us.
All Development Work is subject to additional fees, which are to be detailed in the Customer Proposal and payable subject to Clause 7. Development Work may also be subject to additional special terms and conditions, which are to be detailed in the Customer Proposal (including Clause 2.3 of the Customer proposal).
We will use our best endeavours to ensure that any Development Work is completed by each Implementation Date for that item specified in the Particulars of the Customer Proposal, subject to Clause 6.4, 6.5 and 6.6.
If either party becomes aware of any potential delay to each Implementation Date for any Development Work, it must inform the other party as soon as practicable.
In the event that the Customer causes (whether by act or omission) directly or indirectly, any delay of an Implementation Date for any Development Work (e.g. any delay in provision of reasonably adequate time or failing to provide sufficient data or personnel availability), we do not guarantee that sufficient resources will be available to work on the Stage.
We will not be liable for any loss or damage caused by or in connection to any delay caused by the Customer, and we will not pay any penalty or fee if a timeline is not met as a result of a delay under this clause. The Customer acknowledges that We provide sufficient resourcing in accordance with the timetable agreed between the parties. If the customer causes any delay referred to in this Clause 6.5 or 6.6, the contract is extended until We can provide sufficient resources to complete the Development Work.
The completion of any Stage will be based on Our reasonable and informed assessment, considering the commercial objective of successfully completing each Stage within the time estimated in the Customer Proposal. All dates for completion of Stages stipulated in the Customer Proposal are fair and reasonable estimates, however the parties agree to use their best endeavours to achieve all milestones by these dates.
If any Development Work is required, the Development Work is to be carried out in
accordance with the Stages as detailed in the Customer Proposal. Multiple Stages may occur at any one time and may include (but are not limited to):
A scoping Stage, intended to understand the requirements of any Development Work and/or customisation, associated fees, and timelines for completion;
An implementation Stage, intended to allow for Us to execute the requirements defined during the scoping stage. The implementation stage may consist of multiple sub-stages and/or user acceptance testing, as agreed to in the Customer Proposal.
The Customer must test any deliverable or stage detailed in the Customer Proposal to ensure it meets the applicable specifications or minimum functional requirements. The Customer must do this within a reasonable time of delivery or implementation by Us, and this timeframe may be detailed in the Customer Proposal.
If, in our reasonable opinion, the acceptance tests demonstrate that a deliverable or Stage meets the acceptance criteria reasonably determined by agreement, in advance, of Us and You, then we will issue a notice to the Customer confirming acceptance of the deliverable or Stage. We reserve the right to pre-determine a date for the final deadline for acceptance, which shall be detailed and agreed to in the Customer Proposal. The Customer agrees to
take all reasonable steps to conduct tests in accordance with this clause prior to the date set out in the Customer Proposal.
If clause 6.8(d) is not satisfied, or we are unable to complete acceptance testing due to the fault of the Customer or problems relating to the deliverable or Stage, the Stage will have failed the acceptance tests and we will give Customer a notice setting out reasons for the failure and a further date on which the Customer must provide information, data or execute any reasonable action, as determined by Us, for the carrying out of further acceptance tests.
On receipt of a notice of failure, the Customer must rectify any issues identified in the notice of failure at its own cost and take reasonable steps to complete testing within the date set by Us in the Customer Proposal.
The Customer Proposal is to detail which Subscription Tier shall apply to the
Subscription, and which Features are to be included in the Subscription for its’ duration. A separate fee applies for each Subscription Tier.
Any Development Work shall not commence until after the Commencement Date of a Subscription. All Development Work is subject to a separate project fee (or set of fees) that is separate from the Subscription to which the Customer has subscribed. Each applicable fee must be paid up-front to Us prior to the commencement of work on each Stage.
You may upgrade your Subscription Tier at any time during the Subscription Period, but you may only cancel or select a lower subscription tier by terminating Your
Subscription according to Clause 9.
If, upon the implementation of any Development Work, a Subscription has new or upgraded features which elevate a Customer’s Subscription Tier, the Customer shall pay fees in accordance with the new applicable Subscription Tier. This fee shall be separate to the project fee applicable to the Development Work itself.
If a Customer upgrades to an elevated or new Subscription Tier, the terms shall be those agreed in a separate and new Customer Proposal document which only replaces the existing Customer Proposal in force at the time immediately prior to the upgrade to the new Subscription Tier.
The Customer will pay the applicable fees described in the Customer Proposal or otherwise agreed in writing between you and us. If Development Work is agreed to as part of Clause 6, the Customer will pay the applicable fees described in the Customer Proposal prior to the commencement of each Stage.
We will invoice you, at minimum, annually for the Subscription, and you must pay this invoice in accordance with any payment terms specified on the invoice, or if no payment terms are specified then you must pay within 14 days from the date of the invoice we issue to you. Unless express agreement is reached between You and Us to the contrary, you agree to pay the total invoice by way of lump sum upfront for a
minimum 24 month Subscription term (for an initial subscription) or for a 12 month subscription thereafter.
Notwithstanding Clause 7.2, you may elect to make payments towards your
Subscription on a monthly basis by selecting this option in the agreed Customer Proposal, or by providing us with written notice within a reasonable time prior to the next date payment is due.
Subject to Clause 7.11, unpaid amounts are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate suspension of
access to the Produxiom Platform. If an invoice provides for the payment of a 24 or 12 month Subscription term fee, the interest charge will be applied to the full invoice amount and not to a pro-rata monthly amount.
From time to time, we may change the fees that apply to your use of the Produxiom Platform or any other products or services we provide to you. We will follow the process in Clause 3 for any such changes.
In the event that Goods and Services Tax (GST) is payable on the supply of services by us:
All fees are exclusive of GST;
The Customer will pay an amount equal to the GST payable on the supply;
The amount of any GST payable shall be paid at the same time and in the same manner as the taxable amount due for the taxable supply under the GST Law; and
You and We agree to comply with our obligations in relation to GST under the GST Law.
A valid payment method and accurate billing information is required to process payment of all fees. By submitting such payment information, you authorise us to charge all fees incurred through your account to any such payment method. If you miss a payment, we may suspend your access to the Produxiom Platform until payment is made.
You agree to pay your first payment to us by either valid bank transfer in Australian Dollars, or via credit card. Fees paid are exclusive of any fees applied by any financial institution or merchant necessary to execute payment to us, and you agree to pay these fees separately to the fees payable to us.
Upon renewal of your subscription, and subject to Clause 2.3 of the Customer Proposal, you agree that we will execute a direct debit from your account or credit card as applicable using the details you provide to us upon your initial sign-up to the Produxiom Platform. We will execute a direct debit on an annual basis (unless you elect to pay monthly in accordance with Clause 7.3) for the duration of your
Subscription on a pro-rata basis.
By using the Produxiom Platform, you grant us irrevocable authority to utilise the direct debit facility details of which you provide to us for this purpose as required to fulfil your payment obligations under these Terms C Conditions. When you input or provide a new payment method (such as a different debit or credit card, or a different bank account),
you authorise Us to save that new payment method information as Customer Data as part of your Subscription.
If we execute a direct debit using the payment method you have provided, and the debit is dishonoured or otherwise fails, we will continue to attempt executing the direct debit weekly until the outstanding balance is paid to Us. Each failed debit attempt will incur the charge of 5% of the original outstanding balance due prior to the failed debit attempt, plus any bank or merchant fees, to be paid by you, to reflect the reasonable
cost of the late payment to Us. For the purposes of clause 7.4, any amount added by way of operation of this Clause 7.11 shall be added to the base charge which is able to be compounded upon by way of failure to pay the outstanding fee or charge.
Two (2) failed attempts will constitute a material breach under these Terms, and we may suspend or terminate your Subscription in accordance with clauses 9 and 10 as a result.
The Customer agrees to an initial minimum Subscription term of 24 months from the Commencement Date. Notwithstanding Clause 9, you cannot cancel your Subscription, or amend the Subscription Tier or Subscription fee, before the end of this minimum term.
At the end of the first minimum subscription term, your subscription will automatically renew for successive 12 month Subscription term periods unless you cancel your
Subscription at least 30 days before your next renewal date.
We reserve the right to increase or decrease any fees or pricing for any future Subscription term or Development Work.
If we increase the Subscription fee, this will apply for any future Subscription term. We will provide notice of an upcoming renewal and any applicable increase to pricing thirty (30) days or more prior to the end of the then-current Subscription term. The initial Subscription term and any renewal term are
collectively the "Subscription Term."
We reserve the right to charge additional fees for any Development Work required that not included in the scope of the agreed Customer Proposal. We agree to provide you with fourteen (14) days’ notice of the applicable payment if such payment is necessary to complete any future Development Work or
necessary to complete any Development Work currently being developed by Us.
You may terminate your Subscription by contacting us if all of your outstanding payment or other obligations under these Terms and Conditions are satisfied.
You may terminate your Subscription and this agreement by written notice if:
we commit a material breach of any of these Terms and Conditions and do not remedy the breach within thirty (30) days of receiving notice of the breach;
we commit a material breach of any of these Terms and Conditions that cannot be remedied; or
our business becomes insolvent, goes into liquidation or has a receiver manager appointed over any of its assets, we become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.
We may terminate or suspend access to the Produxiom Platform, this agreement and the Customer Proposal (either in whole or in part) immediately by notice to you if you (or any Authorised User):
commit a material breach of these Terms and Conditions and do not remedy the breach within Thirty (30) days of receiving notice of the breach.
commit a material breach of these Terms and Conditions and the breach cannot be remedied;
fail to pay any fees to be paid under these Terms and Conditions or Customer Proposal;
infringe our Produxiom Intellectual Property rights; or
you or your business becomes insolvent, goes into liquidation or has a receiver manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.
If you terminate your Subscription, the termination will take effect at the end of the minimum subscription period outlined in the Customer Proposal, which is to be a minimum of Twelve (12) months from the commencement date specified in the Customer Proposal.
Upon termination of a Subscription, the Customer may request from us a copy of any inputs into the Produxiom Platform, or work generated by the Customer in the Produxiom Platform up until the date of termination. This clause shall be subject to our obligations and rights under Clause 12.
If we suspend your use of the Produxiom Platform under these Terms and Conditions:
we will continue to charge you for any fees during the suspension period and you must pay any outstanding fees before we can resume providing access to the Produxiom Platform; and
we will only resume your access to the Produxiom Platform after you have resolved the matter that caused the suspension to our reasonable satisfaction.
This clause is subject to our separate Privacy Policy to which your Use of the Produxiom Platform constitutes agreement.
If there is a Data Breach affecting Customer Data, we will comply with our obligations to notify and assist you and to remediate the Data Breach under any data protection laws that apply to you or your Customer Data.
If you believe that there may have been a Data Breach impacting the Produxiom Platform, you must notify us as soon as possible and in any event within 24 hours of you becoming aware of the Data Breach.
11.3 If a Data Breach happens, you:
must fully cooperate with us in investigating and remediating the Data Breach to prevent serious harm being caused to individuals using the Produxiom Platform;
must not notify any regulator, individual or other third party without our prior written consent unless such notification is required by law; and
agree that we have absolute discretion and are responsible for:
assessing whether individuals using the Produxiom Platform could suffer serious harm;
determining if notification is required to affected individuals and any regulators;
all correspondence and dealings with regulators and affected individuals, including the form, content and timing of any notices;
determining the remediation strategy; and
the costs of any of the above activities.
We do not own the Customer Data. You grant us a licence to use, copy, store, transmit, analyse, and back up Customer Data, for the purpose of providing the Produxiom Platform, and to enable your Use of the Produxiom Platform. For clarity, you agree that we may use, copy, store, transmit, analyse, and back up any payment or financial information provided to us under Clause 7 that is necessary to facilitate payment under these Terms and Conditions.
Authorised Users will retain ownership of personal information or data contained in Customer Data, together with information relating to services provided directly between you and us that do not relate to any organisation your account is connected with.
You will own Customer Data including any personal information in Customer Data relating to you and your current or former Authorised Users.
We will comply with all applicable data protection and privacy laws that apply to Customer Data. In addition to these Terms and Conditions, our Privacy Policy sets out in detail how we may collect, use and process personal information contained in Customer Data.
You understand that use of the Produxiom Platform necessarily involves transmission of Customer Data over networks that we do not own, operate, or control, and that we
are not responsible for any Customer Data lost, altered, intercepted or stored across such networks. We will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control.
We will use our best reasonable endeavours to make available for the Customer backups of any Customer Data and work, displays, designs or other Produxiom Intellectual Property created by the Customer on the Produxiom Platform (including any historical work generated or modified using the Produxiom Platform). These
copies may be available in a format reasonably suitable for us to export to the Customer, and may include, by way of example, a PDF or spreadsheet format. Such Customer Data backup or data migration may attract a separate fee, to be agreed in the Customer Proposal.
The Customer shall provide Thirty (30) days’ notice to us for any request to receive backup copies of any data referred to in clause 12.6. We agree to notify the customer if the request is in any way unreasonable, including if the date or format for data export is unreasonable. We agree to use our best reasonable endeavours to transfer the relevant data to the Customer.
We reserve the right to charge storage fees, on top of any Subscription fees or Development Work fees, for the storage of any data or information on the Produxiom Platform. Any such fees shall be detailed in the Customer Proposal and agreed to by You and Us.
We reserve the right to develop a suitable system for the automatic migration of Customer Data or work generated using the Produxiom Platform, which shall be effective autonomously and without any ongoing work, input or modification required by Us. If a migration plan is required under this clause, the applicable fees shall be detailed in the Customer Proposal.
Any automatic migration plan agreed to by You and Us shall take precedence over any other obligation on our part to manually copy, distribute, transfer or send any Customer Data or information under clause 12.6.
We are the sole owner of the Produxiom Platform, other than any open source software components in the Produxiom Platform which are subject to their relevant open source licences and do not form part of the licence given to you by these General Terms and Conditions.
All Produxiom Intellectual Property Rights in the Produxiom Platform, including copies, modifications, updates or new releases, vest with us or our licensors.
You assign to us any Produxiom Intellectual Property Rights in suggestions, ideas, enhancement requests, or other feedback you provide to us relating to the Produxiom Platform or any other services we provide. You assign to us any Produxiom Intellectual Property Rights in property or information created by use of the Produxiom Platform. You grant us a royalty-free and sublicensable license to display,
host, copy, store and use your Customer Intellectual Property solely to the extent necessary to provide the Subscription to you.
Nothing in these Terms and Conditions creates an assignment or transfer of any kind of any of our Produxiom Intellectual Property Rights to you. No rights or licenses are granted except as expressly set out in these Terms and Conditions.
The Customer warrants that it has all necessary rights and titles in the Customer Data and that any storage or use of Customer Data by us in the Produxiom Platform will not breach the intellectual property rights of any third party.
Subject to these Terms and Conditions, the Customer shall grant to us a limited, non- exclusive and non-transferable licence to copy, store, configure, perform, display and transmit any Customer Data to the extent that is required to provide the Subscription.
The Customer shall retain ownership of any intellectual property rights including any confidential information in the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to us as part of the Subscription.
The Customer shall retain ownership of any intellectual property rights including any confidential information provided to us for the purpose of providing the Subscription and any software, programs or anything else developed and delivered under these Terms and Conditions. The Customer shall have a royalty-free, perpetual licence to incorporate into the Subscription any suggestions, enhancement requests or other feedback provided by the Customer.
The Customer shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Subscription and related systems and technologies (including, without limitation, information
concerning Customer Data and data derived therefrom), and the Customer may:
use such information and data to improve and enhance the Subscription and for other development, diagnostic and corrective purposes in
connection with the Subscription and other offerings; and
disclose such data solely in aggregate or other de-identified form in connection with its business.
You must treat as confidential all of our Confidential Information, and you agree to not disclose any such Confidential Information to any third person, except where the Confidential Information is required by you to be disclosed by law.
No rights or licences are granted except as expressly set out in these General Terms and Conditions and any Customer Proposal.
We agree to treat all Customer Intellectual Property or information provided by you as confidential. We reserve the right to use such information, including any trademark, logo or imagery, for any purpose necessary to fulfil our obligations under these General Terms or to provide you with reasonably suitable access to the Produxiom Platform.
You indemnify us, each of our directors, officers, employees, agents and licensors against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of directly or indirectly, or in connection with:
Your breach of these Terms and Conditions; or
Any wilful, unlawful or negligent act or omission by you; or
Any third-party claims against us relating to your use of the Produxiom Platform, Customer Data or any third-party service (except where we breach these Terms and Conditions or where we are negligent).
We warrant, to the best of our knowledge, that the Produxiom Platform is reasonably accurate, and that reasonable care and skill has been used in the provision of all services to you.
You acknowledge that Use of the Produxiom Platform does not constitute legal
advice. We are not providing advice as a law firm nor do We provide any other form of legal advice. Use of the Produxiom Platform does not create a lawyer-client relationship with Us or any other related entity or with any principal or lawyer of that entity.
Notwithstanding clause 17.2 above, a lawyer-client relationship may be created for Use of the Produxiom Platform to provide legal advice if express written agreement is reached between You and FoodLegal Pty Ltd. The lawyer-client relationship may be created between the Customer and FoodLegal Pty Ltd, or any related entity (or employee of any related entity) of Us.
To the maximum extent permitted at law, the accuracy, completeness, currency or adequacy of the Produxiom Platform is not warranted or guaranteed and your Use of the Produxiom Platform is at your own risk. We warrant that reasonable efforts have been taken to ensure the accuracy of the Produxiom Platform is maintained.
Subject to the maximum extent permitted by law, in no event will any party be liable to the other party for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance
issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
Subject to the maximum extent permitted by law, we will not be liable to you or any third party in connection with these Terms and Conditions in any way for:
Your breach of these Terms and Conditions;
Loss or corruption of Customer Data, although in these circumstances we will take reasonable steps to attempt to recover Customer Data from our available backups; or
Any delay or failure to perform obligations under these Terms and Conditions due to events that are beyond our reasonable control, including failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.
Subject to the maximum extent permitted by law, the total cumulative liability for each party for all loss, damage, cost or expenses (including legal costs) suffered by the other party for all claims of any kind in connection with these Terms and Conditions is limited, in aggregate total, to the fees (including subscription fees) paid or payable by you to us in the 6 months immediately before the date the claim arose.
The exclusion of liability under clauses 18.1 and 18.2 and the limitation on liability under clause 18.3 will not apply to liabilities arising out of your indemnification obligations under these Terms and Conditions.
You acknowledge that the limitations and exclusions of liability contained in these Terms and Conditions are intended to operate for the benefit of Us and our affiliates, and agree to indemnify us for all amounts claimed by you or any of your affiliates to the extent that such amounts, in aggregate, are of a type of loss which would otherwise be excluded under clauses 18.1 and 18.2 or that exceed any other limitation of liability.
You acknowledge that we will take reasonable steps only to ensure the accuracy of the Produxiom Platform is maintained, and that Use of the Produxiom Platform does not guarantee compliance with the laws and regulations to which the Produxiom Platform has been designed for.
Some of the products and services available through the Produxiom Platform are provided by third party providers (Third Party Services). You agree that our use of Third Party Services is reasonable and necessary to fulfil our obligations under these Terms and Conditions and the Customer Proposal.
Your use of any Third Party Service is subject to any additional terms and conditions that apply to that Third Party Service. You are responsible for reviewing and agreeing to such third party terms and conditions including how the Third Party Service may use Customer Data and Customer Intellectual Property.
If you do not agree to the terms and conditions that apply to a Third Party Service, then we may suspend or cancel your account or limit the relevant functionality on the Produxiom Platform.
Unless we otherwise specifically state, we do not endorse or make any warranties or representations about any Third Party Services.
We disclaim all liability for any Third Party Services and for the acts or omissions of any third party provider of Third Party Services.
These Terms and Conditions shall be governed by the laws (including Federal or State laws) applying in the State of Victoria and the parties agree to submit to the non- exclusive jurisdiction of the courts operating in the State of Victoria.
Any terms that by their nature should continue to apply after termination of these Terms and Conditions will continue to apply. If any part or provision of these Terms and Conditions is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms and Conditions will be binding on you and us.
If we decide to stop offering some Features in the Produxiom Platform or other services, we may terminate your access to such Features or services by providing
written notice to you. If you are not in breach of these Terms and Conditions, we will refund any prepaid fees that relate to the terminated Features or services on a pro- rata basis.
These Terms and Conditions, subject to Clause 2, constitute the entire agreement between Us and You in respect of the Subscription to the Produxiom Platform and shall override all previous understandings or representations.
If a particular provision of these General Terms C Conditions is found to be invalid or unenforceable, it shall not affect its other provisions and these Terms shall be
construed in all respects as if such invalid or unenforceable provision had been omitted.