Standard Terms and Conditions
In these Terms & Conditions the following words have the following meanings:
“Call Charges” means the usage fees applying to the Customer’s use of the Service(s) from time to time,. Each usage fee is:
(a) based on the per call or per minute rate(s) applying to the Service(s), plus GST;
(b) calculated in 60 second units; and
(c) rounded up to the nearest whole cent.
“Carrier” means a telecommunications carrier licensed under the Telecommunications Act 1997 (Cth) as a general carrier or a public mobile telecommunications carrier.
“Confidential Information” means the information described in clause 21.1 of these Terms & Conditions.
“Consequential Loss” means:
(a) loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss and any other form of consequential, special, indirect, punitive or exemplary loss or damages; and (b) any penalties or fines imposed by a regulatory body.
“Delacon” means Delacon Pty Limited ABN 42074596553.
“Due Payment Date” means (unless otherwise agreed by Us in writing) the date the Service is provided to the Customer.
“Fee” means each of:
(a) the Monthly Recurring Fee; and
(b) the Call Charges.
“Force Majeure” means any circumstance beyond the control of Delacon whereby Delacon is unable to perform an obligation under its agreement with You either at all or at any time or from time to time
(a) Internet access failure caused by, amongst other things, any third party action that results in denial of service or access;
(b) any regulation, law, restriction, action or inaction of any governmental agency;
(c) industrial action or labour disturbance;
(d) interruption, suspension or cancellation of any telecommunications service provider;
(e) any act of God or act of nature, requirement or restriction of governmental authorities, inability or delay in the grant of governmental or other approvals, consents, permits, licences or authorities;
(f) any act or omission of a third party which affects the provision of the Service.
(a) the same as in the GST Law;
(b) any other goods and services tax, or any tax applying to transactions taking place pursuant to this contract in a similar way; and
(c) any additional tax, penalty, tax, fines, interest or other charge under a law for such a tax.
“GST Law” has the meaning as “GST law” in A New Tax System (Goods and Services Tax) Act 1999.
“Intellectual Property” includes any:
(b) design, patent, trademark, logo, circuit layout owned and or used by Delacon (and whether registered, unregistered or applied for) used in connection with the Service;
(c) trade, business, company or domain name;
(d) knowhow, techniques, methods, inventions, processes, confidential information (whether in writing or recorded in any form used established and or developed by Delecon from time to time in connection with the Service);
(e) manuals or practices used in connection with the Service; and
(f) any and all other proprietary, licence or personal rights arising from intellectual activity in or used in connection with the Service and all improvements and modifications to any of them.
“Loss” means any loss, cost, liability or damage, including reasonable legal costs on a solicitor/ client basis and, unless otherwise stated, includes Consequential Loss.
“Monthly Recurring Fee” means the monthly administration fee to which Delacon is entitled in payment for the Service, as notified to the Customer from time to time.
“Related Corporation” means, with respect to an entity, a body corporate that is related to that entity in any of the ways specified in section 50 of the Corporations Act 2001 (Cth).
“Service” means any service that Delacon supplies to You, and may include an internet-based interface for creating interactive audio and speech content that can be accessed via telephone. “Services” may also include the Website, Delacon’s interactive telephone service known as ‘The Receptionist’, and any other services that Delacon may make available to You from time to time.
“Service Levels” means the levels of service (if any) in respect of a Service as set out in a Service Level Guarantee.
“Trademarks” means “Delacon”, the Delacon logo, and “The Receptionist”.
“We”, “Our” and “Us” means Delacon.
“Website” mean the following website at the URL: www.delacon.com.au.
“You”, “Your” and “Customer” means:
(a) any user or customer accessing the Website for any reason; and
(b) an entity that agrees to purchase one or more Services from Delacon.
2. Binding Terms & Conditions
Delacon agrees to provide the Service subject to the terms and conditions set out below. You should read the terms and conditions below carefully. If You do not accept the terms and conditions then You should not use the Service. We may revise these Terms & Conditions at any time by updating this posting. You should visit this web page periodically to review the Terms & Conditions, because they are binding on You. If You breach any of these Terms & Conditions, Your contract with Us to use the Service automatically terminates.
3. Commencement of Your contract with Us
The agreement between You and Delacon in respect of the supply of Services (which incorporates these Terms & Conditions) (the “Agreement”) starts when Delacon accepts Your application for Services, and will continue until either Delacon or the Customer terminates the Agreement in accordance with its terms.
3A. Credit Check
3A.1 Prior to connection of Services Delacon will conduct a credit assessment. The Customer is required to provide all information necessary to complete this assessment. Delacon requires the Customer to provide Delacon with authorisation so that Delacon, if required:
(a) May obtain from a credit-reporting agency a credit report containing personal information regarding the Customer.
(b) May seek from any credit provider named in a credit report in the Customer’s application, information in relation to the Customer’s credit rating including and without limitation, any information about the Customer’s credit worthiness, credit history or credit capacity that credit providers give or receive under the Privacy Act 1988 (Cth).
(c) May make independent enquiries of third parties concerning the Customer’s financial standing and for this purpose the Customer has authorised and permitted such third parties to supply such information regardless of any confidentiality or privilege, which applies to the information sought.
(d) May provide to any Carrier or its Related Bodies Corporate such information concerning the Customer as Delacon may have or obtain from time to time. 3A.2 For the purposes of the ongoing credit management of the Customer’s account Delacon may need to disclose to a credit reporting agency:
(a) the fact that the Customer has applied for the Services, and any credit limit on the Customer’s account;
(b) the Customer’s personal identifying details, including name, current and previous addresses, driver’s license number, date of birth and employer.
(c) the amount of any payments which are overdue for at least sixty days on the Customer’s account, when steps have been taken by Delacon to recover those overdue payments;
(d) where an overdue payment has been previously reported, advice that the payment is no longer overdue;
(e) cheques or credit card payments by the Customer which have been dishonoured;
(f) Court judgments or bankruptcy orders made against the Customer;
(g) that in the opinion of Delacon, the Customer has committed a serious credit infringement; and
(h) when Delacon ceases to provide services to the Customer.
3A.3 The Customer authorises Delacon to disclose the information described in paragraph 3A.2 above to a credit reporting agency.
3A.4 Delacon may refuse to supply Services, or cancel the Services, to the Customer on the basis of its credit assessment of the Customer undertaken in accordance with paragraph 3A.1 above.
4. Customer’s Acknowledgments
4.1 The Customer acknowledges and agrees that it has relied on its own judgment to evaluate the suitability of the Service for the purpose for which it requires the Service.
4.2 The Customer acknowledges that:
(a) the Services are not designed, intended, authorised or warranted to be suitable for making calls to emergency services; and
(b) it understands that the Services cannot and should not be used to make calls to emergency services.
4.3 If you have entered into a Service Level Guarantee with us that sets out Service Levels for a Service then We will endeavour to provide that Service in accordance with those Service Levels. Our liability for a failure to meet a Service Level will be as set out in that Service Level Guarantee and You acknowledge this is Your only remedy in relation to a failure by Us to meet a Service Level.
5. Intellectual Property & Copyright
5.1 Delacon owns the Intellectual Property rights in its software, in its original or modified forms. Nothing in Your contract with Us shall be construed as transferring any Intellectual Property rights of Delacon to You.
5.2 Except as otherwise provided on this page, no part of any content or software on the Service may be copied, downloaded, recorded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without the express written permission of Delacon.
5.3 The Service is protected by Australian and international copyright laws. Except for Your informational, personal, non-commercial use as authorised above, You may not modify, reproduce or distribute the content, design or layout of the Service, or individual sections of the content, design or layout of the Service or Delacon logos without our express written permission.
5.4 The Customer acknowledges and agrees that Delacon owns all right, title and interest in and to any documentation, training materials, the design and content of the website and any other marketing and sales materials provided by Delacon to the Customer under this Agreement (collectively, the Marketing Materials). Upon written request by the Customer to use certain Marketing Materials, Delacon may, at its sole discretion, grant the Customer a non-exclusive, non-transferable license to use that Marketing Material under the terms of this Agreement, and the Customer is granted no title or ownership rights in any Marketing Materials, in whole or in part. Without limiting any prohibition provided herein, the Customer hereby assigns to Delacon all right, title and interest that it may have in and to any Marketing Materials provided by Delacon to the Customer.
5.5 The Customer shall comply with all guidelines provided by Delacon concerning the use of the Marketing Materials. All use by the Customer of the Marketing Materials (including any goodwill associated therewith) shall inure to the benefit of Delacon. At no time during or after the term of this Agreement shall the Customer challenge or assist others to challenge Delacon’s rights in any Marketing Materials.
5.6 Upon termination of this Agreement, the Customer shall immediately cease to use any Marketing Materials and will return to Delacon any Marketing Materials which remain in its possession.
6. Modifications to the Service
Delacon reserves the right to modify the Service, and the rules and regulations governing its use, at any time. Modifications will be posted on the Website, and users are deemed to be apprised of and bound by any changes to the Service. Delacon may make changes in the products and/or the Service at any time and from time to time.
7.1 To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the Service supplied under this contract are excluded.
7.2 Where any Act of Parliament implies in this contract any term, and that Act of Parliament voids or prohibits provisions under a contract which exclude or modify the operation of such term, the term is deemed to be included in this contract.
7.3 All content on the Service, including without limitation the Website and The Receptionist, is provided to You on an “as is” “as available” basis without warranty or any kind express or implied. Delacon makes no warranty as to the accuracy, completeness, currency, or reliability of any content available through the Service. You are responsible for verifying any information before relying on it. Use of the Service and the content available on the Service is at Your sole risk.
7.4.1 Delacon makes no representations or warranties that use of the Service will be continuous, uninterrupted or error-free. 7.4.2 Delacon will endeavour to keep the Service operating but will not be liable if the Service is
suspended, interrupted or errs.
7.5 You are responsible for taking all necessary precautions to ensure that any content You may obtain from the Website is free of viruses.
8. Limitation of liability
8.1 To the extent permitted by law, Delacon’s liability for breach of any condition or warranty implied by law which cannot lawfully be excluded whether in contract, negligence (or any other tort) under any
statute or otherwise is limited to the resupply of the Service.
8.2 To the extent permitted by law, Delacon is not liable to the Customer in any manner (whether in contract, negligence or any other tort under any statute or otherwise) for, or in respect of, any consequential loss, indirect loss, loss of profits of any kind, loss or corruption of data, interruption to business, loss of revenue and economic loss of any kind arising directly or indirectly in connection with access to or use of the Service, or from failure or interruption in telecommunication connections to the Service, or from a virus.
8.3 To the extent permitted by law, Delacon is not liable for costs, losses or damage arising from any inaccuracies contained in any information included in the Website
From time to time, Delacon may post links that will allow You to leave the Website. The linked sites are not under the control of Delacon, and the content available on the sites linked to the Service do not necessarily reflect the opinion of Delacon. Delacon is providing these links as a convenience to You, and access to any other sites linked to the Service is at Your own risk. Delacon assumes no responsibility for the content of such linked sites. The inclusion of any link does not imply a recommendation or endorsement by Delacon of the linked site.
10. Customer to give accurate information
In consideration of Your use of the Service, You agree to:
(a) provide true, accurate, current and complete information about yourself, including, but not limited to, Your email address, first and last name, and billing information, as prompted by the Service’s subscription forms (such information being the “Registration Data”);
(b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide information that is untrue, inaccurate, not current or incomplete, or if Delacon has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Delacon has the right to suspend or terminate Your use of the Service and any future use of the Service (or any portion of the Service). Delacon staff members also have the right to request further information about any client data from its customers. Should a customer not wish to give out this information for any reason their service will be terminated; and
(c) upon request for a Singapore telephone number, provide Delacon with a copy of your Passport or Drivers License as well as a copy of the Passport or Drivers Licence of any of Your customers who request a Singapore telephone number.
You are responsible for maintaining the confidentiality of Your registration number and password and for all uses of Your registration number or password and any and all related charges whether or not authorised by You.
12. Delacon’s telephone numbers
All telephone numbers used on the Website and provided by Delacon in connection with the use of the Service are registered to Delacon and are provided for Your use while You are a Customer of the Service. The Customer acknowledges that it has no right, title or interest in any telephone numbers allocated to it by Delacon as part of the Service. Although Delacon makes every attempt to ensure continued availability of telephone numbers, Delacon reserves the right to alter or replace any number as a result of compliance with any relevant legislation and in such case will notify the Customer of any numbering change that will affect the Service supplied to the Customer.
13. Customer’s breach of these Terms & Conditions
13.1 Delacon may without liability terminate its contract with You with immediate effect if the Customer:
(a) breaches these Terms & Conditions; or
(b) fails to make a payment by the Due Payment Date.
13.2 Termination of Your contract is without prejudice to Our rights which have accrued prior to the date of termination.
14. Suspension of Service
Delacon may without liability and with immediate effect suspend the Service under the relevant Contract:
(a) to perform necessary maintenance or other service work in connection the Service; or
(b) to perform emergency maintenance work provided that the need for carrying out such work
does not arise as a result of the acts or omissions of the Customer;
(c) Your account with us is not in credit or in sufficient credit to meet liability for payment of Fees under Your Agreement with Us.
15. Payment of Fees
15.1 Monthly Recurring Fees are payable monthly in advance by the Customer in respect of the Customer’s use of the Service in the immediately succeeding month. Call Charges are payable monthly in arrears by the Customer in respect of the Customer’s use of the Service in the immediately preceding month. Such Fees will be calculated at the rate as notified by Delacon to the Customer from time to time. Delacon reserves the right to vary its rates and charges in providing the Service at anytime without notice to the Customer.
15.2 The Customer is required to make payment by one of the following two methods, either:
(a) by establishing and maintaining a Customer Credit Account with Delacon in such amount as Delacon shall notify the Customer from time to time. The Customer shall maintain the Customer Credit Account in credit in an amount which at no time shall be less than the amount which Delacon notifies to the Customer from time to time, having regard to the Customer’s usage of the Service; or
(b) by authorising Delacon to directly debit from the Customer’s nominated credit card or bank account the Fees payable from time to time by the Customer in accordance with these Terms & Conditions.
15.3 Delacon is taken to have received a payment from the Customer:
(a) in the case of a Customer Credit Account, by debiting the Customer Credit Account the Fee payable by the Customer from time to time;
(b) in a case of a direct debit from the Customer’s credit card or bank account, when Delacon has received into its nominated bank account payment from the credit card provider or relevant bank;
(c) where it is made by electronic transfer (where Delacon has agreed to accept payment by electronic transfer), on the date of deposit shown in Delacon’s bank account statement; and
(d) where it is made by cheque, (and provided that Delacon has agreed to accept payment by cheque) on the date Delacon receives the cheque or, if the cheque is dishonoured, on the date cleared funds are received by Delacon as well as all dishonour fees and charges.
15.4 Delacon reserves the right to suspend and/ or disconnect any or all Service(s) supplied to the Customer immediately, if:
(a) Customer has a Customer Credit Account with Delacon (ie “Pay As You Go”) and, at any time, such account has a zero balance or a negative balance; or
(b) Customer fails to pay any amount invoiced to it by Delacon on or before the due date for payment of that invoiced amount.
In addition, if Customer fails to pay any amount invoiced to it by Delacon on or before the due date for payment of that invoiced amount, or if at any time Customer has a Customer Credit Account with a zero or negative balance, then Delacon may charge the Customer:
(i) a late payment fee of $25; or
(ii) interest at the rate of three percent (3%) per month or part thereof on the outstanding amount of the invoice or the negative balance of the Customer Credit Account, from: (A) the due date for payment (in the case of an invoiced amount); or (B) the date on which the balance became negative (in the case of a Customer Credit Account), up to the date that Delacon receives full payment of the outstanding invoiced amount, or the balance of the Customer Credit Account ceases to be negative (as applicable),
whichever amount is the greater.
Nothing in this clause affects Delacon’s rights to terminate the Agreement.
15.5 The Subscriber will be responsible for payment of the recordings to be used as part of the Delacon Services.
15.6 Payment Processing Fees. If you’re paying your monthly bill by a direct credit (EFT) to our bank account or through a direct debit from your Australian credit card to our bank account you will not be charged a payment processing fees. Otherwise the following payment processing and handling fees will be charged: Paypal (3%), direct debit from your bank account (77c per transaction), payment technology gateway phone credit card payment (3%). This is to cover the costs of processing and handling these types of payments. Delacon will pass on to you any fees which it incurs in relation to any payments made from an overseas bank account or credit card.
16.1 Fees payable to Delacon are GST inclusive.
16.2 Delacon must issue a tax invoice (or an adjustment note to the Customer for any supply for which Delacon may recover GST from the Customer pursuant to this contract and must include in the tax invoice (or adjustment note) the particulars required by the GST Law for the Customer to obtain an input tax credit for that GST.
16.3 Delacon must refund to the Customer any overpayment by the Customer for GST, but Delacon need not refund to the Customer any amount for GST paid to the Commission of Taxation unless Delacon has received a refund or credit of that amount.
17. Customer’s Use of Service
17.1 The Customer will not use and must use all reasonable endeavours to ensure that others within its control do not use the Service:
(a) for any purpose that is defamatory, offensive, abusive, obscene, menacing, threatening, harassing, or illegal;
(b) for any (other) unlawful purpose;
(c) to do any act that may damage the network or systems or cause the quality of the Service to be impaired;
(d) to engage in any activities in such a manner that is reasonably likely to expose Delacon to liability;
(e) in a manner that does not comply with the terms of any legislation or licence applicable to the Customer.
17.2 The Customer will comply (and will procure that each of its customers and any third party user of a Service complies) with:
(a) all reasonable directions issued by Delacon to assist it or any Carrier involved in the supply of the Services in complying with any applicable regulatory obligations, and in particular directions relating to:
(i) the provision of information to the police and other law enforcement agencies;
(ii) the provision of information for directory purposes; and
(iii) the provision of emergency services;
(b) all laws and regulations, directions, orders, codes and guidelines concerning privacy, including (without limitation) all laws, regulations, directions, orders, codes and guidelines applying to the recording of telephone calls; and
(c) all directions, orders, codes and guidelines issued by any regulatory or industry body from time to time to the extent that such directions, orders, codes and guidelines may affect in any way the supply of the Services to the Customer.
18. Customer’s Indemnities
18.1 The Customer must fully indemnify Delacon, any Carrier involved in the supply of the Services, and each of their respective Related Corporations (each, an “Entity”), against any and all Loss incurred by or awarded against an Entity as a result of, or in connection with:
(a) any breach of the Agreement by the Customer;
(b) any fraud by the Customer or any third person associated with the Customer who uses or purports to use the Services;
(c) any claim by the Customer or any third party against Delacon or any Carrier involved in the supply of the Services, in connection with the supply or use of the Services;
(d) any infringement or non-compliance by the Customer, any of the Customer’s customers or any third party user of a Service of any law, regulation, direction, order, code or guideline concerning privacy, including (without limitation) any law, regulation, direction, order, code or guideline applying to the recording of telephone calls;
(e) any damage to or loss of any equipment, network or other tangible property of Delacon or any third party to the extent that such loss is caused by a negligent act or omission by the Customer or any person under its control; and
(f) all loss arising directly or indirectly from or in connection with a claim by a third party against Delacon to the extent that the claim relates to any negligent act or omission of the Customer or any of person under its control in relation to this contract.
18.2 The Customer’s indemnities under this contract are:
(a) continuing, separate and independent obligations of the Customer; and
(b) absolute and unconditional and unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the Customer.
19. Force Majeure
Delacon will not be liable or deemed to be in default of any of its obligations under its Contract with the Customer for any default, failure or delay resulting directly or indirectly from a Force Majeure event.
(a) The Agreement can be terminated by Delacon or the Customer at any time by giving the other party 30 days’ written notice (via email or fax) of such termination.
(b) If the Agreement or any Service is terminated by the Customer, then Delacon reserves the right to immediately cancel the terminated Service(s) at any time within the 30 days notice period provided by the Customer, upon written or verbal notice to the Customer.
(c) If the Agreement is terminated by the Customer, then the Customer agrees that it will pay any outstanding monies owing to Delacon within 14 days of the date that the termination notice was issued by Delacon.
21.1 The Customer agrees to keep confidential the following information (whether disclosed before or after the date from which these Terms & Conditions become binding on the Customer):
(a) the details of the Services, the manner in which the Services function, and the manner in which Delacon arranges for provision of the Services (including charges, discounts and any other financial information);
(b) all confidential information relating to the business of Delacon disclosed by Delacon (or its agents or contractors) to the Customer;
(c) all other confidential information and information which the Customer knows or ought reasonably to be aware is confidential (regardless of its form and whether the Customer becomes aware of it before, on or after the date on which these Terms & Conditions become binding on the Customer), belonging to Delacon and disclosed to the Customer by any person, or of which the Customer becomes aware;
(d) all notes and reports prepared by the Customer incorporating or based on the information or materials referred to in any of paragraphs (a) – (c) above; and
(e) all copies of the information, materials, notes and reports referred to in any of paragraphs (a) – (d) above.
21.2 The Customer must, at its own expense:
(a) ensure that no Confidential Information is subject to unauthorised use and disclosure (which includes the copying of written or electronically recorded Confidential Information other than for the purposes of utilisation of Services purchased by the Customer from Delacon) at any time; and
(b) immediately upon termination of the supply of Services by Delacon to the Customer, or at Delacon’s request, return the Confidential Information to Delacon and destroy all copies of the Confidential Information (including electronic copies).
21.3 The Customer will:
(a) not use any Confidential Information for any purpose other than exercising its rights and performing its obligations in connection with the purchase of Services from Delacon;
(b) immediately notify Delacon of any information which comes to its attention regarding any actual or potential breach of confidentiality, disclosure or unauthorised use of Delacon’s Confidential Information; and
(c) take all reasonable steps to prevent or stop a suspected or actual breach of this clause 21.
21.4 The obligations of confidentiality in this clause 21 do not extend to information that (whether before or after these Terms & Conditions become binding on the Customer):
(a) is disclosed by the Customer with Delacon’s prior written consent;
(b) is disclosed by the Customer to its legal or financial advisers, if such disclosure is necessary and the relevant adviser(s) have, prior to the disclosure, undertaken to keep the disclosed information confidential;
(c) is disclosed by the Customer to any of its employees, if such disclosure is necessary and the relevant employee(s) are under an obligation to keep the disclosed information confidential;
(d) is rightfully known to or in the possession or control of the Customer and not subject to an obligation of confidentiality on the Customer;
(e) is public knowledge (otherwise than as a result of a breach of these Terms & Conditions); or
(f) must be disclosed by law, or upon the order of a court, or pursuant to a requirement of a government agency.
21.5 Confidentiality of customer accounts
By accepting these terms and conditions, the Customer agrees that any member of Delacon’s Support team, together with any person assigned to the Customer by Delacon in the role of Account Manager, may access:
(i) the Customer’s account with Delacon; and
(ii) all data captured and stored by Delacon for the Customer in connection with the performance of the Services,
as may be necessary from time to time in order for Delacon to provide the Services, address any technical issues, manage the Customer’s account, provide the Customer with insights with respect to the relevant data, respond to any query from the Customer, or otherwise fulfill any obligation owed by Delacon to the Customer or meet any requirement specified by the Customer.
22. Marketing and sales activities
22.1 Notwithstanding the terms of clause 21, both parties may issue press releases announcing the supplier-customer relationship between Delacon and the Customer, together with such other press releases as may be mutually agreed to from time to time. Each party shall have the opportunity to review and approve each press release prepared by the other party prior to its issuance, provided that such approval is not unreasonably withheld or delayed.
22.2 Each party (Party A) may use the other party’s name, trademarks and logos in press releases, product brochures and similar marketing materials, financial reports and prospectuses indicating that that other party is a customer or supplier (as the case may be), of Party A, provided that Party A has received from the other party prior approval of each such use of the other party’s name, trademark and/or logo. The approval of the other party must not be unreasonably withheld or delayed.
23. Non Compete
23.1 Delacon is the exclusive supplier of the Services to the Customer. Throughout the Relevant Period the Customer, either on its own behalf or on behalf of any person or in conjunction with any other persons or through any related entity, will not market, sell or resell, anywhere in the world, any service or product produced or supplied by a person or entity other than Delacon, if that service or product is the same as, or is substantially similar to, a Service.
23.2 Throughout the Relevant Period, the Customer will not, without the prior written consent of Delacon, either on its own behalf or on behalf of any person or in conjunction with any other person or through any related entity, employ, or otherwise retain the services of, any employee or contractor of Delacon.
23.3 Throughout the Relevant Period, the Customer will not, either on its own behalf or on behalf of any person or in conjunction with any other person or through any related entity, entice away from Delacon any customer of Delacon.
23.4 “Relevant Period” means the period consisting of: (a) the term of the Agreement, together with (b) the twelve (12) months immediately following the date on which the Agreement expires or is terminated.
23.5 Customer acknowledges and agrees that this restriction is reasonably necessary to protect the connection between Delacon’s business and its clients, and that damages may not be an adequate remedy for any breach by Customer of this obligation.
23.6 This clause 23 survives the termination or expiry of the Agreement.
24.1 Assignment: The Customer may not assign any of its rights or obligations under this contract without the prior written consent of Delacon.
24.2 Severability: If a provision of this contract or a right or remedy of any part under this contract is invalid or unenforceable it will:
(a) be read down or severed to the extent of the invalidity or unenforceability; and
(b) not affect the validity or enforceability of that or the remaining provisions of this contract.
24.3 Entire agreement: This contract constitutes the entire agreement between You and Us about its subject matter and any previous agreements, understandings, negotiations and representations on that subject matter cease to have any effect.
24.4 Jurisdiction: This contract is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts in that state and the courts of appeal therefrom.
25. Binding Agreement
By submitting to these Terms & Conditions, the Customer agrees to be bound by the Terms & Conditions (as varied from time to time) and which form part of the agreement between Delacon and the Customer governing the use of the Service.