Definitions

Definitions

In this Agreement, the following words have the following meanings, unless expressly agreed otherwise:

  • Acceptable Use Policy means Acceptable Use Policy (avalible at https://my.edgevirt.com/index.php?rp=/knowledgebase/4/Acceptable-Use-Policy.html), as amended by the Service Provider from time to time.
  • Agreement means the Hosting Services Agreement including Schedule 1, Acceptable Use Policy and Schedule 3.
  • Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).
  • Backup Services means the backing up of Client Data stored on the Hosting Server, in accordance with the backup policy set out in Schedule 1.
  • Business Day means Monday – Friday excluding public holidays in Queensland.
  • Business Hours means 9:00am – 5:00pm on Business Days.
  • Client means the party purchasing services from Service Provider.
  • Client Data means all software and data transmitted into, from, or via the Hosting Services.
  • Commencement Date means as set out in Schedule 1.
  • Confidential Information means as defined in clause 11.
  • Customer Portal means Edgevirt's online service management and support portal available at https://my.edgevirt.com/
  • End Date means as set out in Schedule 1.
  • Engagement means the engagement of the Service Provider by the Client to perform the Services under this Agreement.
  • Fees means as set out in Schedule 1.
  • Force Majeure Event means war, strike, lockout, natural disaster, flood, earthquake, act of God, or other circumstances beyond the reasonable control of the Service Provider.
  • GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth)).
  • Hosting Server means the computer server used by the Service Provider to provide the Hosting Services that complies with the Hosting Server Specifications.
  • Hosting Server Specifications means as set out in Schedule 1.
  • Hosting Services means the hosting of the Client Data on the Internet on the Hosting Server.
  • Hosting Service Credits means as set out in Schedule 2.
  • Hosting Service Levels means as set out in Schedule 2.
  • Initial Term means the period of time from the Commencement Date until the End Date.
  • Insolvency Event means: (a) where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party's estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency; (b) where the party is a company, a resolution is passed or Court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law; (c) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or (d) the party is unable to pay its debts as and when they fall due.
  • Intellectual Property Rights means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights.
  • Moral Rights has the meaning given to that term in the Copyright Act 1968 (Cth).
  • Non-Excludable Guarantee means a non-excludable guarantee implied in this Agreement pursuant to the Australian Consumer Law.
  • Payment Terms means as set out in Schedule 1.
  • Personal Information has the meaning given by the Privacy Act 1988 (Cth).
  • Personal Property Securities Register means the Personal Property Securities Register established under the Personal Property Securities Act 2009 (Cth).
  • Personnel or personnel, in the case of the Service Provider, means all employees, agents and subcontractors of the Service Provider and including: (a) the Service Provider's directors, employees and agents; (b) the Service Provider's sub-contractors; and (c) the Service Provider's sub-contractors' directors, employees and agents.      
  • Service Credits means the Hosting Service Credits and the Support Service Credits.
  • Service Levels means the Hosting Service Levels and the Support Service Levels.
  • Service Provider Edgevirt Operations Pty Ltd  ABN 30 645 908 961.
  • Services means the Hosting Services, Backup Services  and the Support Services.
  • Support Services means as set out in clause 5.2.
  • Support Service Credits means as set out in Schedule 2.
  • Support Service Levels means as set out in Schedule 2.
  • Term means the Initial Term .

 

Interpretation

In this Agreement:

  • Headings and underlinings are for convenience only and do not affect the construction of this Agreement.
  • A provision of this Agreement will not be interpreted against a party because the party prepared or was responsible for the preparation of the provision, or because the party's legal representative prepared the provision.
  • Currency refers to Australian dollars.
  • A reference to a statute or regulation includes amendments thereto.
  • A reference to a clause, subclause or paragraph is a reference to a clause, subclause or paragraph of this Agreement.
  • A reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made.
  • A reference to a party is to a party to this Agreement unless specified otherwise.
  • The recitals are correct and form part of this Agreement.
  • A reference to time is to time in Queensland.
  • A reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity.

The words "includes", "including" and similar expressions are not words of limitation.

Was this answer helpful? 1 Users Found This Useful (1 Votes)