PERFECT PORTAL FOR...
1. Definitions
The following definitions and rules of interpretation apply in these Terms.
1.1 Definitions;
1.1.1 “Additional Named User” means a Named User purchased during a Term and for which payment is made monthly by Direct Debit;
1.1.2 “Agreement” means the agreement between Perfect Portal and the Client for the supply of Services as set out in the Order and Subscription Feature Sheet, in accordance with these Terms;
1.1.3 “Amount” means the amount that equals the number of months in the Initial Term on the Order Form multiplied by the monthly payments of the Perfect Portal Monthly Amount on the Order Form;
1.1.4 “Anniversary” means either (a) the Relevant Date or (b) the last day of any subsequent period of 12 months from the Relevant Date;
1.1.5 “Business Day” means a day other than a Saturday, Sunday or public holiday or bank holiday in Australia;
1.1.6 “Client” means the law firm client who purchases the Services from Perfect Portal;
1.1.7 “Client End Users" means end users of the Client to include (without limitation): (i) clients of the Client; and (ii) referrers of the Client such as estate agents and mortgage brokers;
1.1.8 “Client Matters” means the client matters of the Client;
1.1.9 “Commencement Date” means either the one-month anniversary of the Acceptance Date (as defined at Clause 2.2) or the date that Perfect Portal issues the Login Details to the Client, whichever is sooner;
1.1.10 “Data” means the Client’s information which is intended to be processed and managed by Perfect Portal in accordance with the terms of the Agreement;
1.1.11 “Document” includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other images, tape, disk or other device or record embodying information in any form;
1.1.12 “In-put Material” means all Documents, information and materials provided by the Client relating to the Services, including computer programs, data, reports and specifications;
1.1.13 “Instruction” means a lead, quote, proposal or enquiry which is converted to a matter;
1.1.14 “Insolvency Event” in relation to a party means the occurrence of any of the following: (a) a receiver, receiver and manager, liquidator, provisional liquidator, administrator or trustee is appointed in respect of that party or any of its assets; (b) an application is made to court or a resolution is passed or an order is made for the winding up or dissolution of that party; (c) that party proposes or takes any steps to implement a scheme of arrangement or other compromise or arrangement with its creditors or any class of them; or (d) that party is declared or taken under any applicable law to be insolvent or that party's board of directors resolves that it is, or is likely to become at some future time, insolvent;
1.1.15 “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
1.1.16 “ITC” meant the Client’s information technology and communications infrastructure;
1.1.17 “Licence Fees” means the amount payable in respect of the Services (but for the avoidance of doubt, excluding the amounts payable in respect of the Branded App Services) as specified on the order form;
1.1.18 “Login Details” means the Client’s login details for the Named Users or Client End Users in order to access the Services;
1.1.19 “Named User” means a user for whom the Service is being purchased;
1.1.20 "National Helpdesk Services" means Perfect Portal’s helpdesk portal for technical support;
1.1.21 (Perfect Portal) "Monthly Amount" means the monthly amount paid for the number of Named Users ordered by You and includes the following benefits: (a) Continuous research, development and improvement (upgrades and iterative improvements) and support for the Service; (b) Hosting of Your data and documents on the Perfect Portal Host Servers; (c) Access to the free training videos for support staff and lawyers; (d) Access to the Perfect Portal HelpDesk Portal; and (e) Unlimited access to the National HelpDesk Services for technical support;
1.1.22 "Perfect Portal Update Applications" means the Perfect Portal update applications to be accessed by Client End. Users in relation to the Client Matters, being the ‘Referrer App’ and the ‘Client App.’
1.1.23 "Perfect Portal Solution" means the Perfect Portal online system/platform;
1.1.24 "Pre-existing Materials" means all documents, information and materials provided by Perfect Portal relating to the Services which existed prior to the commencement of the Agreement, including computer programs, data, reports and specifications;
1.1.25 "Premium Fees" means the amount payable per instruction as specified on the Order Form and Package Brochure;
1.1.26 "Premium Features" means the additional features available only with the premium licence which are to be provided by Perfect Portal under the Agreement as set out in the Subscription Feature Sheet including (without limitation): (a) Branded Mobile App and Desktop Portal and (b) Branded Email Headers for quotes and chase emails;
1.1.27 "Privacy Policy" means Perfect Portal’s Privacy Policy located on the Website;
1.1.28 "Relevant Date" as defined in the Order Form where this is applicable;
1.1.29 "Perfect Portal Update Applications" means the Perfect Portal update applications to be accessed by Client End Users in relation to the Client Matters, being the “Referrer App” and the “Client App.”
1.1.30 "Services" means the services to be provided by Perfect Portal under the Agreement as set out in the Order and Subscription Feature Sheet , together with any other services which Perfect Portal provides or agrees to provide to the Client from time to time including (without limitation): (a) access to the Perfect Portal Solution; (b) usage of the Website Quote Calculator Plug- In; (c) Rates and Charges updates; (d) usage of the Website; (e) provision of the Perfect Portal Update Application; and (f) if the Client subscribes for them pursuant to clauses 5 and 6, the Premium Features and SMS updates;
1.1.31 "Service Fees" means the set up and implementation fees, system training and ongoing support and the marketing pack with branded assets that are charged as a one-off payment payable on the Acceptance Date;
1.1.32 "Term" is defined in clause 2;
1.1.33 "Website" means Perfect Portal’s website located at https://www.perfectportal.com.au/
1.1.34 "Website Quote Calculator Plug-In" means the Perfect Portal online quote calculator available via the Perfect Portal Solution;
1.1.35 "Year" means either: (a) the period of 12 months from the Commencement Date (or the Relevant Date if this is defined in Your Order Form); or (b) any subsequent period of 12 months from any Anniversary of the Commencement Date (or the Relevant Date if this is defined in the Order Form);
1.1.36 "You" and "Your" mean the client detailed on the Order Form;
1.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
1.3 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
(a) Your Order Form shall only be deemed to be accepted when Perfect Portal issues written acceptance of the Order Form or by starting to provide the Client with the relevant Services at which point and on which date the Agreement shall come into existence (‘Acceptance Date’).
(b) The Term starts one month from the Acceptance Date.
(c) By submitting an order, you shall be deemed to have accepted these Terms and Conditions and Our Privacy Policy and You agree to be bound by these Terms when You place any order.
(d) These terms apply to the Agreement to the exclusion of other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
(e) Any quotation given by Perfect Portal shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
(f) Unless otherwise expressly stated in Your Order Form, the Services supplied under the Agreement shall be supplied from the Commencement Date for an Initial Term of one (1) Year and, after that, shall continue to be supplied on a rolling basis unless the Agreement is terminated by one of the parties giving to the other party written notice of not less than three months’ notice (unless terminated earlier by either party in accordance with clause 18 of the Terms) (‘Term’).
(a) Access to the Service is subject to the availability of resources and Perfect Portal gives no undertaking or guarantee regarding the access date.
(b) You will provide to us all information, documents and anything Perfect Portal need in order to complete access to the Service within any specified deadlines. Perfect Portal will not be held responsible in any way for Your failure to do this.
(c) Access to the Service will be taken to have been properly installed unless You advise Perfect Portal otherwise, in writing, within 14 days of the access date.
(d) For the avoidance of doubt, if You engages any third party (such as a consultant) to carry out any work in connection with the Services, You are responsible for any such associated charges (which shall be subject to any agreement in place between You and any such third party).
These Supply and Support Terms and Conditions are subject to change from time to time to reflect changes in or requirements of the law or modifications or updates to the Services. The current version is published at www.perfectportal.com.au. Perfect Portal will notify You if any such change materially and adversely affects Your rights under this Agreement and You will have a right to terminate the Services at no additional cost within 14 days of being notified of change. By continuing to use or access the Services after any revisions come into effect, You agree to be bound by the revised terms
(a) Following the Commencement Date, You may subscribe for the Premium Features by notifying Perfect Portal in writing. Once access has been granted to You for the Premium Features, You will be upgraded automatically to the premium licence.
(b) You shall be invoiced monthly in arrears in respect of the Premium Fees which shall be determined by the number of Instructions during the preceding month.
a) Following the Commencement Date, You may subscribe for the SMS Updates by notifying Perfect Portal in writing.
(b) You shall be invoiced monthly in arrears in respect of SMS Updates which shall determined by the number of SMS sent during the preceding month.
(a) Perfect Portal shall provide the Services in accordance with these Terms, and shall provide the following additional benefits:
i. rolling research, development and improvement (upgrades and iterative developments);
ii. access to the National Helpdesk Services;
iii. hosting of the Data and In-Put Material on Perfect Portal’s hosting servers;
and
iv. access to the free training videos for Your support staff and lawyers.
(b) Perfect Portal shall use reasonable endeavours to meet any performance dates specified in Your Order Form but any such dates shall be estimates only and time for performance by Perfect Portal shall not be of the essence for the performance of the Services.
(c) Perfect Portal warrants to the Client that the Services will be provided using reasonable care and skill.
(d) Perfect Portal shall make available to the Client the National Helpdesk Services in connection with the Services from 8.30 am to 5.30 pm on Business Days and in accordance with the following provisions:
i. a suitably trained and informed user is available to demonstrate any issues and provide any information or reasonable assistance that may be needed to perform the Services;
ii. if the Services are not working Perfect Portal will provide upgrades (or a manual work around) free of additional charges provided that the Client has paid all and any outstanding invoices;
iii. Perfect Portal shall use its best endeavours to ensure the Services are operational as soon as reasonably practicable after receiving a support request to the National Helpdesk Service from the Client;
and
iv. Perfect Portal is unable to rectify hardware, operating Services or network problems, or problems relating to any third party software (which is the responsibility of the Client and its ITC).
(e) The Services are subject to the limitations inherent in the use of the internet and other third party communication software and devices, and Perfect Portal accepts no liability for delays, delivery failures, or other damage resulting from their use.
(a) You must:
i. ensure that the terms of Your Order Form are complete and accurate;
ii. co-operate with Perfect Portal in all matters relating to the Services;
iii. safeguard the Login Details and ensure other third parties do not have access to the Login Details (including passwords);
iv. immediately notify Perfect Portal of any actual or suspected loss, theft or unauthorised use of the Services or Login Details (including passwords);
v. conduct its own due diligence regarding the suitability of the Services based upon its own skill and judgement; and
vi. provide, in a timely manner, such In-put Material and other information as Perfect Portal may reasonably require, and ensure that it is accurate in all material respects.
(b) You must not, nor authorise any third party to:
i. reproduce, copy, download, scrape, store, re-publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend or otherwise use the Services, or any part of the Services, in any form or by any means;
ii. make the Services (save for the App Services) available to any person other than the Named Users;
iii. convert material downloaded from the Services into an electronic format other than the one in which it was supplied;
iv. reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Services or reproduce all or any portion of the said components;
v. combine the whole or any part of the data available on the Services with any other software, data or material; or
vi. redistribute content from the Services (unless content is specifically made for redistribution), without the written consent of Perfect Portal, other than to the extent necessary to view the material as permitted by law.
(c) You are solely responsible for any activity conducted via the Services using the Login Details. Perfect Portal shall not be liable for any unlawful or unauthorised access to the Services as a result of the Client’s failure to safeguard the Login Details.
(d) You shall fully indemnify Perfect Portal in respect of any loss, penalty, fine, costs or expenses whatsoever suffered or incurred whatsoever arising as a result of any unauthorised use of the Services that arises from any failure to safeguard the Login Details.
(e) If Perfect Portal's performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Perfect Portal shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
(a) Conditional on Your compliance with these Terms, Perfect Portal grants You a limited, nonexclusive, nontransferable, revocable licence to access and use the Service.
(b) This licence is for the sole purpose of enabling You to use the Services for Your internal business purposes.
(c) All functions, data, information and materials provided by Perfect Portal via the Service may only be used by You in the ordinary course of the activities of Your organisation.
(d) The Named user may access and use the Service on multiple devices, however, only one device per Named User may be used at any one time.
(e) The number of Named Users cannot be reduced during a Term except where the Additional Named User has been purchased after the Term has commenced.
(f) Perfect Portal may raise an administrative fee for making changes to Your user arrangements.
a) All Perfect Portal invoices are sent by email to Your email address as disclosed on the Order Form or to such other email address as You specify and are payable within the period specified on the invoice.
(b) The Monthly Amount is payable by Direct Debit only using a transaction agent nominated by Perfect Portal.
(c) In the event that an amount due to Perfect Portal for any reason or to a third-party finance company for payment of the Monthly Amount becomes overdue, all support, online services, content updating and access to the Services will be suspended and access to the hosted data may also be suspended.
(d) All overdue amounts may at Perfect Portal’s sole discretion, attract interest at the rate of 18 percent per annum.
(e) Where any payments are being made by Direct Debit, in the event of the Direct Debit transaction failing for two (2) or more months the total outstanding amount will immediately become due and payable and the provision of support, online services, content updating and access to the Service will be suspended and access to the hosted data may also be suspended.
(f) A dishonor fee may be charged for each failed Direct Debit.
(g) In the event of a debt being handed over to a collections agency, You will be liable for all the legal costs associated with the collection of the debt.
(h) All prices are exclusive of GST unless otherwise expressly stated.
You are responsible for confirming all information provide on the Order Form is correct. You agree to provide Perfect Portal a copy of Your company logo within two (2) business days, if the logo is not received within this time frame, You agree to Perfect Portal using a default Logo for the website. You agree to pay an administrations fee, of a minimum of $50, if after two (2) business days You request updated to the website design including, but not limited to, change to Your company Logo.
(a) All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Perfect Portal. Perfect Portal licenses all such rights to the Client free of charge and on a non-exclusive, non-transferable, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Services in its business for the purposes of supplying legal and conveyancing services.
(b) If the Agreement expires in accordance with clause 2 or is terminated pursuant to clause 18, this licence will automatically terminate.
(c) The Client shall not sub-licence, assign or otherwise transfer the rights granted in this clause 12.
(d) The Client owns all Intellectual Property Rights in the Data, its brand, its logo and its trademarks.
It is Your responsibility to ensure that Your information technology and communications infrastructure (ITC) is compatible with the Service and You should note that:
(a) The Service may not operate properly (or at all) if up to date versions of the internet browser are not accessible by You.
(b) Perfect Portal does not accept any responsibility for defects, data corruptions, Service failures or performancedegradation caused by viruses or other software or components on Your hardware that may interfere with the way the Service operates.
(c) It is Your responsibility to ensure that Your ITC is properly maintained and is not changed in a way which may adversely affect access to the Service.
(d) Any work done by Perfect Portal due to failure to comply with (a) to (c) above may be charged to You at standard development rates.
(e) During the Term, Perfect Portal can require mandatory upgrades of the Software to newer versions. This will happen if the operating system or any third-party component used by Perfect Portal ceases to be supported by their respective vendors, or if Perfect Portal decides that support of the existing version is no longer viable. In such cases, Perfect Portal will offer the upgrade free of any additional licence fees, but may charge for data transition, or refer You to a Perfect Portal partner where fees may also be charged. Should You refuse to accept an upgrade of the Software and Perfect Portal systems at Perfect Portal’s request, Perfect Portal reserves the right to terminate services and support.
(f) Perfect Portal reserves the right to refrain from providing HelpDesk support to You, if your hardware or software platform is non-compliant.
You will be responsible for data entry. Perfect Portal does not accept responsibility for the accuracy of this data entry.
Data and documents that synchronise with the hosted data server will be backed up by Perfect Portal. It is Your responsibility to ensure that all other data stored locally is backed up. You acknowledge that You have no claim against Perfect Portal for any loss or damage to data stored locally.
The Service is subject to the limitations inherent in the use of the Internet and other 3rd party communication software and devices and Perfect Portal is not responsible for any delays, delivery failures, or other damage resulting from their use.
Perfect Portal does not guarantee or warrant the fitness of the Service for any purpose other than the purpose for which it is supplied.
(a) Perfect Portal will not provide notice before termination where:
i. doing so would cause us legal liability or compromise our ability to provide the Service to our other users; or
ii. we are prohibited from doing so by law.
(b) Either party may terminate this Agreement for cause with immediate effect by providing written notice to the other party if the other party:
i. commits a material breach of this Agreement that is capable of remedy and fails to remedy that breach within seven (7) days after receiving written notice identifying the breach and requiring the breach to be remedied;
ii. commits a material breach of this Agreement that is not capable of remedy; or
iii. is the subject of an Insolvency Event.
(c) Without affecting any other right or remedy available to it, Perfect Portal may terminate the Agreement with immediate effect by giving written notice to the Client if:
i. the Client fails to pay any amount due under the Agreement on the due date for payment;
ii. the Client refuses to accept an upgrade relating to the Services pursuant to clause 13(e); or
iii. there is a change of control of the Client.
(d) Without affecting any other right or remedy available to it, Perfect Portal may suspend the supply of the Services under the Agreement if:
i. the Client fails to pay any amount due under the Agreement on the due date for payment;
ii. Perfect Portal determines (at its sole discretion) that it is necessary to periodically maintain or improve the Services; or
iii. Perfect Portal (acting reasonably) determines that the Client is using the Services in a manner which constitutes a breach of the Agreement, or is likely to be found illegal.
(e) If You terminate this Agreement during a Term, upon termination of this Agreement You shall immediately owe Perfect Portal an amount equal to the remaining number of monthly payments under the current Term of the Agreement as of the effective date of termination. You are not required to pay the remaining monthly payments if You choose to terminate this Agreement as a result of:
i. material change to the Services or this Agreement which adversely affects You and which You do not agree with; or
ii. a material breach of these Terms by Perfect Portal.
(a) On termination or expiry of the Agreement:
i. the Client shall immediately cease to use the Services and shall not have any access to the Services;
ii. the Client shall immediately pay to Perfect Portal all of Perfect Portal's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Perfect Portal may submit an invoice, which shall be payable immediately on receipt; and
iii. the following clauses shall continue in force: clause 12 (Intellectual property rights), clause 22 (Confidentiality), clause 23 (Limitation of liability), and clause 35 (Governing law).
(b) Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
Perfect Portal will never delete Your data. However, in the event this Agreement is terminated, You will no longer have access to the service and it is Your responsibility to extract Your data from Perfect Portal. You will be provided with 30 business days to arrange this (this does not apply for terminations under clause 18). Alternatively, to continue to gain access to Your data through Perfect Portal, You will need to maintain at least a single user under contract for so long as You require access.
Except as expressly provided in this Agreement and to the extent permitted in accordance with Consumer Act 2010 (Cth) and the Australian Consumer Law, Perfect Portal disclaims all warranties of any kind for the Services provided. You acknowledge that:
(a) Perfect Portal does not warrant or represent that any legal or accounting information, precedents, letters, documents or examples provided are necessarily correct and up-to-date;
(b) The Service is provided on an “as is” and “as available” basis and Perfect Portal does not guarantee, represent, or warrant that Your use of the service will be uninterrupted or error-free;
(c) You are responsible for ensuring that all persons who access the Service through Your account are aware of these terms and conditions and other applicable terms and conditions, and that they comply with them.
(d) Perfect Portal does not provide any legal advice or legal services, accounting or bookkeeping advice by providing the Service; and
(e) Any legal information, practice guides, legal forms, precedents, letters or documents are provided as examples only and are provided on the basis that all Your users, being suitably qualified or working under the direction of suitably qualified personnel will rely on their own knowledge and enquiries as to the accuracy and currency of any information contained in the Service.
(a) Each party undertakes that it shall not at any time during the Agreement, and after termination of the Agreement, disclose to any person technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the other party.
(b) Each party may disclose the other party’s confidential information:
i. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 22; and ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(a) Nothing in the Agreement shall limit or exclude Perfect Portal's liability for:
i. death or personal injury caused by its negligence;
ii. fraud or fraudulent misrepresentation; or
iii. any other liability which cannot be limited or excluded by applicable law.
(b) Subject to clause 23(a), Perfect Portal shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
i. loss of profits;
ii. loss of sales or business;
iii. loss of agreements or contracts;
iv. loss of anticipated savings;
v. loss of or damage to goodwill;
vi. loss of use or corruption of software, data or information; and
vii. any indirect or consequential loss.
(c) Subject to clauses 23(a) and (b), Perfect Portal's total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to, in respect of all claims (connected or unconnected) in any consecutive six (6) month period, the equivalent of the total charges paid by the Client to Perfect Portal under the Agreement in that period.
Perfect Portal will not be responsible for delays or failure to perform resulting from acts beyond its control, including but not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, earthquakes or other disasters and failure of suppliers to perform including telecommunication breakdowns or interruptions and power failures.
(a) You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.
(b) Perfect Portal may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Agreement provided that Perfect Portal gives prior written notice of such dealing to the Client.
No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A failure or delay by a party to exercise any right or remedy provided under the Agreement by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 29 shall not affect the validity and enforceability of the rest of the Agreement.
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
No one other than a party to the Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
If there is an inconsistency between any of the provisions of these Terms and the provisions of Your Order Form, the provisions in these Terms shall prevail.
(a) Any notice given to a party under or in connection with the Agreement shall be in writing (and in the case of Perfect Portal, shall be marked for the attention of Perfect Portal’s Manager and in the case of the Client, shall be marked for the attention of the Client Manager) and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case).
(b) Any notice shall be deemed to have been received:
i. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
ii. if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service.
(c) For the purposes of clause 34(a), and calculating deemed receipt:
i. all references to time are to local time in the place of deemed receipt; and
ii. if deemed receipt would occur in the place of deemed receipt on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is deemed to take place at 9.00 am on the day when business starts in the place of receipt.
(d) This clause 34 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by the laws in force in New South Wales, and each party irrevocably and unconditionally submits to the exclusive jurisdiction of New South Wales and the courts that hear appeals from them.
