Agreement Terms:

1. Our obligations

MPMSAA warrants that:

• 1.1. We will perform the Services with due care, competence and diligence; however, the quality of the implemented documentation will also depend on input from You;
• 1.2. We will provide you with Services that comply with the relevant law in the Australian Jurisdiction of purchase as at the date of purchase save that if a change to the relevant law in the Australian Jurisdiction of purchase arises and becomes known to MPMSAA and which applied prior to the date of purchase, MPMSAA will provide You with amendments to the Services as are required to comply with the relevant law known as soon as practicable and without additional fee for a period of 12 months from the date of purchase.

2. Your obligations

• 2.1. You must fully complete the template Services;
• 2.2. You acknowledge that the template documents which you will receive are general in nature, designed to provide initial information and resources as a basis for you to identify risks which may be relevant to your organisation, conduct your own due diligence, and customise the Services to your own organisation and ensure the processes described therein are implemented and followed. Use of the Services does not of itself discharge your legal responsibilities, You are required to make your own investigations to ensure compliance relevant to your situation.
• 2.3. You agree that any commercial decisions that You make are not within the scope of Our duty of care and in making such decisions You should take into account the restrictions on the scope of Our work and other factors, commercial and otherwise, of which You and Your other advisers are, or should be, aware from sources other than Our Services.

3. Intellectual property rights

Definitions

Background IP – means the Intellectual Property owned by either party created prior to this agreement and includes the IP in the documentation downloaded and provided to You.

Third Party IP – means the Intellectual Property owned by third parties, duly licensed to MPMSAA and utilised in the delivery of the Services.

Moral Rights – means the right of attribution of authorship and the right to integrity in the Services.

IP in the Deliverables – means the final completed safety documentation created from the Services and including Your Background IP, and excluding Moral Rights.

• 3.1. The Parties agree that each Party shall retain all title, right and interest in and to its Background IP as of the date of entry into force of this Agreement.
• 3.2. Moral Rights are not affected by any license to use, vesting of or assignment of the IP in this Agreement.
• 3.3. We warrant that We hold the intellectual property rights necessary to supply the Services and produce the Deliverables in accordance with this Agreement, including rights to any Third-Party IP.
• 3.4. You agree to allow Us to insert Your logos or trademarks on Deliverables where appropriate unless You notify Us to the contrary.
• 3.5. We grant You a revocable non-exclusive license to utilise MPMSAA’s Background IP incorporated into the Deliverables for the purpose of You implementing the Services and using the Deliverables within or for the purposes of Your own organisation;

4. Use of MPMSAA Background IP

• 4.1. Nothing in this clause prevents You from publishing or dealing in the Deliverables for the use in or for the benefit of Your own organisation for the purposes for which it was created.
• 4.2. You must not provide any MPMSAA Background IP that is not incorporated in the IP in the Deliverables to a third party without Our prior written consent;
• 4.3. If You wish to provide a third party with copies of the MPMSAA Background IP that is not incorporated in the IP in the Deliverables, then You must obtain Our prior written consent and We reserve the right to:
  • 4.3.1. set the terms on which those copies are given or used; or
  • 4.3.2. require the third party to enter into a direct relationship with us. We disclaim all liability to any third party for all costs, loss, damage and liability that the third party may suffer or incur arising from or relating to or in any way connected with the provision of the MPMSAA Background IP to the third party without Our prior written consent.

5. Derivative Works

• 5.1. To the extent that You or any party acting on Your behalf create, conceives, develops or deduces to practice any derivative works of the Deliverables (in whole or in part) or any documentation, You acknowledge that:
  • 5.1.1. Any MPMSAA Background IP will remain owned by us; and
  • 5.1.2. You are solely responsible for the content, application, and publication of such derivative works; and
  • 5.1.3. You may not license, sell, or otherwise provide the Deliverables or Services to third parties in exchange for payment or reward of any kind.

6. Indemnity for liability to third parties

• 6.1. You agree to indemnify MPMSAA against all liabilities, claims, costs, and expenses (“Loss”) incurred by MPMSAA in respect of any claim by a third party which is related to, arises out of, or is in any way associated with the Services or this engagement including any breach of this agreement or any negligent, wrongful or wilful act or omission by You. However, this indemnity does not apply to any Loss in respect of any matters which are finally determined to have resulted from MPMSAA’s negligent, wrongful, or wilful acts or omissions.
• 6.2. MPMSAA agrees to indemnify You in connection with any loss or liability that You suffer or otherwise incur arising from any third-party claim alleging that MPMSAA Background IP (and use of it by you) infringe Third Party IP rights.

7. Exclusions and limitations of liability

• 7.1. If the Competition and Consumer Act 2010 (Cth) and the Corporations Act 2001 or any other legislative provision prohibits or otherwise precludes the restriction, modification or exclusion of any statutory condition, warranty, guarantee, right, remedy or other benefit, then this clause 7 does not restrict, modify, or exclude   Unless prohibited by law, no term, condition, or warranty is implied except as expressly provided in this agreement.
• 7.2. You agree that for all Loss or damage sustained by You in relation to this agreement (including interest and costs) whether arising from breach of contract, tort (including negligence) or otherwise, MPMSAA is only liable to the extent of the fee paid for the Services.
• 7.3. If a term is implied into this agreement by law, which cannot be excluded, You agree that MPMSAA may, in its absolute discretion and to the extent it is allowed by law, choose either to re-supply the Services, or to pay You the cost of having the Services re-supplied.
• 7.4. Each Party’s liability to the other arising in connection with this engagement (if any) is limited to that proportion of the loss or damage (including interest and costs) suffered by that party, which is agreed between Us or ascribed to a party by a court or tribunal of competent jurisdiction allocating proportionate responsibility to it having regard to the extent of its responsibility for the loss or damage and the contribution to the loss or damage in question by the other party and any other person. Neither party is liable:
  • 7.4.1. for any indirect or consequential costs, loss or damage or loss of profits;
  • 7.4.2. for any defect or deficiency in any system or service that is not developed or provided by MPMSAA under this agreement.

8. Data

• 8.1. Each party shall comply with its obligations under any applicable data privacy law.
• 8.2. You represent and warrant that You are authorised to provide the data You provide MPMSAA for the purposes of this Agreement.
• 8.3. Where MPMSAA holds any of Your data, it will do so:
  • 8.3.1. In a secure environment on Servers located within Australia; and
  • 8.3.2. MPMSAA will only process data for the purposes of performing its obligations under this Agreement (and dealing with complaints or issues arising in connection with this Agreement), in accordance with Your instructions and for the delivery of the Deliverables.
• 8.4. You authorise MPMSAA to provide Your company details to any purchaser of a token which was provided to You, including but not limited to an insurer or Master Plumbers Organisation operating within your jurisdiction.

9. Governing Law and Jurisdiction

• 9.1. The parties agree to submit to the exclusive jurisdiction of the Courts of the State Victoria.

10. Dispute resolution

• 10.1. If there is a dispute relating to the Services or this agreement, the parties must submit to mediation before having recourse to any other dispute resolution process. Written notice of the dispute will be given for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree, by the Australian Commercial Disputes Centre (ACDC). The parties will use their best endeavours to settle the dispute promptly. The mediation will be conducted in accordance with the ACDC Mediation Guidelines to the extent that they do not conflict with the provisions of this clause. If the dispute is not resolved within 60 days after notice of the dispute, the mediation will terminate unless the parties otherwise.