Terms of Service

1. the Maintenance and Support Services Terms available at www.javln.com/maintenance-and-support-services-terms (Maintenance and Support Terms) apply to the Maintenance and Support Services; and
2. the Data Services Terms available at www.javln.com/data-services-terms/ (Data Services Terms) apply to the Data Services.
   
   

1. the Subscription Agreement (including any documents attached to or referenced in the Subscription Agreement);
2. these Terms of Service;
3. if Maintenance and Support Services are included in the Subscription Agreement, the Maintenance and Support Services Terms; and
4. if Data Services are included in the Subscription Agreement, the Data Services Terms.
   
   

1. must not use the Services for any unlawful purpose or in any unlawful manner;
2. will be responsible for procuring such hardware, equipment, internet connections, third party software and systems and other technology services (not including Underlying Systems) that it and its Affiliates may require to access and use the Services; and
3. will provide JAVLN with such cooperation, information and assistance as JAVLN reasonably requires in order to provide the Services, and will perform and provide any applicable tasks, responsibilities and other items which are stated as being for the Customer to perform or provide in a Subscription Agreement (or any document attached to or referenced in a Subscription Agreement), in each case at the times specified in the applicable Subscription Agreement (or any document attached to or referenced in a Subscription Agreement) or, if not so specified, at the times reasonably required in order for JAVLN to provide the Services; and
4. will ensure that its Affiliates comply with the terms of the Agreement applicable to the Customer as if its Affiliates were a party to the Agreement.
   
   

1. delays JAVLN's performance of any Services, any applicable timeframes for JAVLN to provide those Services will be deemed to be extended by the duration of the delay caused by the Excusable Event; and/or
2. delays or prevents JAVLN's performance of any Services, JAVLN will have no liability to the Customer under or in connection with the Agreement (whether in contract, tort or otherwise) for any Losses which the Customer may suffer or incur as a result of the delay or non-performance.

1. JAVLN will not be required to provide any Maintenance and Support Services in relation to the Unsupported Version and/or the SaaS Service and/or Data Service to which it relates; and
   
   
2. the Customer acknowledges and agrees that the Unsupported Version and/or the SaaS Service and/or Data Service to which it relates may suffer or become subject to errors, failures, issues, vulnerabilities and/or performance impediments which JAVLN will be under no obligation to fix.

   Where the Customer makes a request, direction or instruction that will result in the Customer starting to use an Unsupported Version, JAVLN will inform the Customer of this. JAVLN will also, if requested to by the Customer at any time during the relevant Subscription Term but subject to the Customer agreeing to pay any Service Fees proposed by JAVLN for implementing a newer Version, implement a newer Version to ensure the Customer is no longer using an Unsupported Version.

1. only use a SaaS Service in connection with the Customer's and its Affiliates' internal business operations;
2. use each SaaS Service strictly in accordance with, and within the scope of, any applicable restrictions, limitations or additional terms (including restrictions relating to the number of Named Users), as specified in the applicable Subscription Agreement;
3. not sub-license or allow access to a SaaS Service to any person except:
   1. those of the Customer’s and its Affiliates' employees, contractors and consultants who reasonably require access to the SaaS Service in connection with the Customer's and/or its Affiliates' internal business operations; or
   2. the Customer's and/or its Affiliates' clients, but only to the extent necessary to enable them to access and use any self-service portals or similar for the purposes of requesting or generating quotes or providing or requesting information to or from the Customer or one its Affiliates; or
4. not resell, rent or distribute any SaaS Service.

1. the Customer acknowledges and agrees that, by making available the integration, JAVLN is not recommending or endorsing the Third Party App or any Third Party App Services to the Customer or any of the Customer's own clients. The Customer must make its own assessment of the suitability of the Third Party App and the Third Party App Services for the Customer's business including (where applicable) for the Customer's own clients;
   
   
2. the Customer acknowledges and agrees that, in order use, consume or receive the Third Party App and/or any Third Party App Services, the Customer may:
   
   
   1. require one or more licences from, or accounts, agreements or subscriptions with, the applicable Third Party App Provider; and/or
   2. need to complete the Third Party App Provider's onboarding (or similar) process, and procuring and maintaining any such licence(s), account(s), agreement(s) and/or subscription(s), and completing such onboarding (or similar) process, is the responsibility of the Customer;
   3. the Customer must comply with the terms of the applicable Third Party App Agreements, and if JAVLN becomes aware of any breach by the Customer of a Third Party App Agreement, JAVLN may disclose the details of that breach to the relevant Third Party App Provider;
   4. the Customer acknowledges and agrees that JAVLN may receive payments or other consideration from the Third Party App Provider which relate to, are based on or arise from the Customer's use or consumption of the Third Party App and/or any Third Party App Services and/or the Customer's purchase of or entry into an agreement, transaction, licence or subscription for the Third Party App and/or any Third Party App Services;
   5. the Customer acknowledges and agrees that JAVLN is not required to continue to make the integration available for any particular period of time. If the integration ceases or will cease to become available:
      1. JAVLN will provide the Customer with as much prior notice as is reasonably practicable in the circumstances;
      2. JAVLN will have no liability or responsibility to the Customer (whether in contract, tort or otherwise) for any Losses the Customer may suffer or incur as a result of the integration ceasing to become available to the Customer; and
      3. with effect from the date on which the integration ceases to be available to the Customer, JAVLN will cease charging the Customer any applicable Service Fees (or the applicable portion of any applicable Service Fees) which relate specifically and solely to the provision of the integration;
   6. the Customer acknowledges and agrees that JAVLN is not responsible for supporting or maintaining the Third Party App nor any of the Third Party App Services, and the Third Party App and/or any Third Party App Services may become unavailable either on a permanent or temporary basis (for example, while maintenance is being undertaken);
   7. JAVLN will have no liability or responsibility to the Customer (whether in contract, tort or otherwise) in connection with or in relation to:
      1. the Third Party App and the Third Party App Services, including their functionality, operation, performance, accuracy, availability and legal compliance;
      2. the security and/or processing of any data (including Customer Data) stored in the Third Party App or otherwise held by the Third Party App Provider; and/or
      3. any failure by a Third Party App Provider to comply with the terms of a Third Party App Agreement or to provide any Third Party App Services;
   8. except as may be otherwise permitted under an applicable Third Party App Agreement or with the consent of the applicable Third Party App Provider, the Customer must not:
      1. resupply, resell, rent, distribute, sublicense, lend or lease the Third Party App, the Third Party App Services or any rights to use the Third Party App or any Third Party App Services;
      2. decompile, dissemble, translate, replicate, match or otherwise reverse engineer any portion of the Third Party App or any other materials, including any source code, object code, algorithms, methods, processes or techniques used or embodied therein; or
      3. circumvent, test the vulnerability of or attempt to violate, interfere with, damage, alter or misuse any security measures employed by the Third Party App, or interfere with the ability of any other user's use of the Third Party App or any Third Party App Services;
   9. the Customer acknowledges and agrees that, by using the Third Party App in conjunction with a Service, certain data relating to the Customer (including its business, clients and products) may be:
      1. supplied or delivered from the Third Party App or any Third Party Service to the Service or an Underlying System; and/or
      2. supplied or delivered from a Service or an Underlying System to the Third Party App or any Third Party Service,

      and the Customer consents to all such data exchanges (except to the extent that the Customer has disabled or turned-off any applicable data exchange settings or permissions within the applicable Third Party App, Third Party Service or Service);

   10. without limiting clause 1(i), if and to the extent that an applicable Third Party App Agreement and/or JAVLN's integration or other agreement with the Third Party App Provider requires the Customer and/or JAVLN or any of its Affiliates to provide information and records relating to the Customer's access to and/or use or consumption of the Third Party App and/or any Third Party App Services:
       1. JAVLN may provide such information and records to the Third Party App Provider; and
       2. the Customer will allow JAVLN and the Third Party App Provider to have full access to such information and records.
          
          

1. the Customer must notify JAVLN of such dispute prior to the due date for payment of the invoice;
2. provided the Customer does so, the Customer may withhold payment of the disputed portion of the invoice until the dispute is resolved by the parties by written agreement or determined by a court of competent jurisdiction. If such resolution or determination is that some or all of the disputed portion is payable by one party to the other, that first party must pay the relevant amount within a further 7 days; and
3. the undisputed portion of the invoice will remain due for payment on the due date.
   
   

1. will be increased by more than once in any period of 12 consecutive months; and/or
2. will be increased by more than
   1. 5%; or
   2. the percentage increase in CPI over the CPI Measurement Period, (whichever is the greater percentage),then the Customer may, at any time within 30 days of its receipt of the notification from JAVLN under clause 6.9, give notice to JAVLN that the Customer wishes to terminate the particular Services to which the Relevant Service Fee increase relates (Affected Services) and any other Services which are, in relation to the Affected Services, Related Services.
      
      

1. notifies the Customer that JAVLN will withdraw the increase to the Relevant Service Fee prior to it taking effect, then despite the Customer's notice under clause 10, the Affected Services and other Related Services referred to in clause 6.10 will not terminate, and the increase to the Relevant Service Fee will not take effect; or
   
   
2. does not withdraw the increase to the Relevant Service Fee prior to the increase taking effect:
   1. the Affected Services and other Related Services referred to in clause 10 will terminate on the date specified by the Customer in its notice under clause 6.10 (provided that such date must be at least seven days, and not more than six months, following JAVLN's receipt of that notice) or, if the Customer does not specify a date of termination, on the day immediately prior to the increase taking effect; and
   2. JAVLN will then provide the Customer a pro rata refund for any Service Fees previously paid in advance for the Affected Services and other Related Services referred to in clause 10, to the extent that such Service Fees relate to a period ending after the effective date of termination and/or relate to Affected Services and/or Related Services which have not been provided prior to the effective date of termination (as the case may be). JAVLN will not be required to provide a refund of any other Service Fees.
      
      

1. the Services, the Underlying Systems and the Documentation is, and will remain, owned by JAVLN and/or its Affiliates;
2. the Licensed Data is, and will remain, owned by JAVLN, its Affiliates and/or the Data Suppliers; and
3. the Customer Items is, and will remain, owned by the Customer.
   
   

1. disclose or use the other party's Confidential Information with the other party's prior written consent;
2. disclose the other party's Confidential Information as required by law or the listing rules of any applicable stock exchange on which the shares or securities of that party or one of its Affiliates are listed;
3. disclose or use the other party's Confidential Information as reasonably required in order to give effect to the Agreement or to exercise any rights or perform any obligations under the Agreement;
4. disclose the other party's Confidential Information to its Affiliates, shareholders, advisers, financiers, insurers and auditors, provided that that party must ensure that they maintain the Confidential Information as confidential in a manner consistent with this clause 8; or
5. disclose the other party's Confidential Information to a potential purchaser of or investor in that party and/or its Affiliates, provided that that party first ensures that the purchaser or investor enters into an agreement or provides an undertaking to maintain the Confidential Information as confidential and to only use it for the purposes of undertaking due diligence in relation to that party.
   
   

1. disclose and publicise that the Customer is a customer of JAVLN; and
2. collect and use quantitative data derived from the Customer’s use of the Services (Usage Data) for statistical purposes and/or to make improvements to JAVLN's products and services and/or for the development and commercialisation of new products and services, provided that the Usage Data will:
   1. be in aggregated and de-identified form; and
   2. not include any specific Customer Data or any information (including Personal Information) which identifies the Customer or any individual.
      
      

1. take steps in accordance with good industry practice and (where applicable) Privacy Laws to preserve the security of the Customer Data, and to prevent any unauthorised access to, or disclosure, alteration, loss or destruction of, the Customer Data (a Data Breach);
2. promptly notify the Customer and cooperate with the Customer if JAVLN becomes aware of any Data Breach; and
3. when processing any Customer Data which comprises Personal Information on behalf of the Customer, comply with the Privacy Laws.
   
   

1. JAVLN will indemnify the Customer against all Losses which the Customer may suffer or incur in respect of any third party claim that the Customer's use of the Services and/or the Documentation infringes the third party's Intellectual Property; and
   
   
2. the Customer will indemnify JAVLN against all Losses which JAVLN may suffer or incur in respect of any third party claim that JAVLN's use of a Customer Item infringes the third party's Intellectual Property or that the Customer Data (or JAVLN's processing of any Customer Data in accordance with the Agreement, particularly clause 5) breaches any applicable laws.
   
   

1. Party B makes any admissions in relation to the relevant third party claim (Third Party Claim) without the prior written approval of Party A;
   
   
2. the Third Party Claim has arisen, in part or in full, from any changes, modifications or enhancements made to the Service, Documentation or Customer Item (as applicable) which is the subject of the Third Party Claim (Subject Item) by any person other than Party A or its subcontractors;
   
   
3. the Third Party Claim has arisen, in part or in full, from misconduct, negligence or breach of the Agreement or the licence terms applicable to the Subject Item by Party B; or
   
   
4. where JAVLN is Party A, the Third Party Claim relates to the use of any Licensed Data or Third Party App or Third Party App Service.
   
   

1. any indirect or consequential Loss, or any loss of profit or revenue, suffered or incurred by the Second Party; or
2. Loss suffered or incurred by the Second Party, to the extent to which this results from any act or omission (including any breach of the Agreement) by the Second Party.
   
   

1. in relation to the payment of the Service Fees payable under the Agreement (including liability for Losses relating to Services Fees that would have been payable but for a termination of the Agreement);
2. in respect of any breach of clause 4 or 1; or
3. under any indemnity set out in the Agreement.

1. (if the Customer is located in New Zealand) exclude, contract out of, limit or restrict any right or remedy the Customer may have under the Fair Trading Act 1986, under the Consumer Guarantees Act 1993, or under Subpart 3 (Contractual Remedies) of Part 2 of the Contract and Commercial Law Act 2017 in relation to misrepresentations which induced the Customer's entry into the Agreement. For further information visit https://comcom.govt.nz/ and https://www.consumerprotection.govt.nz/;
2. (if the Customer is located in Australia) exclude, restrict or modify the application of all or any of the applicable provisions of Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law), provided that, if JAVLN is liable to the Customer in relation to a failure to comply with a guarantee that applies under the Australian Consumer Law that cannot be excluded, JAVLN's total liability to the Customer for that failure is limited to the resupply of the applicable Services or the payment of the cost of resupply of the affected Services; or
3. exclude, contract out of, limit or restrict any other right or remedy which cannot be lawfully excluded, contracted out of, limited or restricted under applicable law.
   
   

Our products and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

(a) to cancel your service contract with us; and

(b) to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with products. If a failure with the products or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the products and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the products or service.

1. continue for an initial term ending on the last day of the month which is 36 complete calendar months (or such other number of complete calendar months as specified in the applicable Subscription Agreement) after the Subscription Commencement Date (Initial Subscription Term); and
2. following its Initial Subscription Term, automatically renew and continue until the Agreement or the relevant SaaS Service or Data Service is terminated in accordance with this clause 12 or any other provision of the Agreement.
   
   

1. the end of the Initial Subscription Term for that SaaS Service; or
2. the end of any month after the Initial Subscription Term for that SaaS Service,

   by providing the other party at least six calendar months' prior written notice. The parties acknowledge and agree that the six month notice period required under this clause 12.3 is fair, reasonable and appropriate taking into account the likely period of time the Customer would require in order to transition from a SaaS Service to an alternative service or solution and JAVLN's requirements to plan, purchase and/or provision for cloud and/or hosting resources needed to provide SaaS Services.

1. at any time (whether during or after the Initial Subscription Term for the Data Service) if JAVLN's agreement with the relevant Data Supplier for the supply of the relevant Licensed Data expires or terminates for any reason. JAVLN will use reasonable endeavours to give the Customer at least 30 days' prior written notice of any such termination; or
2. at any time after the Initial Subscription Term for the Data Service by giving the Customer at least 30 days' prior written notice.
   
   

1. has committed a material breach of the Agreement and the breach is not reasonably capable of being remedied or the breach is not remedied within 30 days of the Defaulting Party receiving written notice of the breach from the other party (Non-defaulting Party); or
2. becomes and remains subject to an Insolvency Event, the Non-defaulting Party may,   by giving written notice to the Defaulting Party, terminate:
3. the Agreement; or
4. one or more SaaS Services and/or Data Services only (together with any other Services which are, in relation to those SaaS Services and/or Data Services, Related Services),

   provided that if JAVLN is the Defaulting Party and the material breach referred to in clause 12.5(a) relates to the provision or non-provision (as the case may be) of a Data Service or any other Service which is, in relation to the Data Service, a Related Service, the Customer may only terminate that Data Service and any other Services which are, in relation to the Data Service, Related Services, in which case the Agreement will otherwise remain in effect and all other Services will continue to be provided. A termination under this clause 12.5 will take effect on the date specified by the Non-defaulting Party in its notice of termination (provided that such date must be not more than six months following the Defaulting Party's receipt of that notice).

1. if requested to by the Customer prior to, or within 30 days after, the effective date of the termination or expiry but subject to the Customer agreeing to pay any applicable Service Fees proposed by JAVLN for doing so, JAVLN will provide the Customer a copy of all relevant Customer Data stored by JAVLN in such format as JAVLN may determine. Without limiting its obligations under clause 7(b), JAVLN may, at any time after that 30 day period, delete all or some of the Customer Data stored by JAVLN (excluding any Customer Data which JAVLN is required to continue to process as part of its provision of any relevant Services which have not been terminated or expired);
2. each party (First Party) shall, if and to the extent requested to by the other party (Second Party), destroy all copies of the Second Party's Confidential Information which are then in its possession or under its control (but excluding any Confidential Information for which is not reasonably practicable from a technical perspective for the First Party to destroy and/or which the First Party is required by law to retain or needs to retain in order to continue providing or consuming any relevant Services which have not been terminated or expired);
3. JAVLN may cease providing the Services or those of them that have been terminated or expired (as applicable) and, except to the extent provided in clause 7(d), JAVLN will cease charging any further Service Fees for the Services or those of them that have been terminated or expired (as applicable), including (where the Services that have been terminated or expire include Data Services) any Service Fees that relate specifically and solely to an integration with the relevant Data Supplier System;
4. the Customer must (to the extent it has not already) continue to pay in accordance with clause 6:
   1. all amounts outstanding or due for payment as at the date of termination expiry;
   2. all Services Fees for Services which have not been terminated or expired;
   3. all Service Fees for terminated or expired Services which the Customer continues to use or consume after the date of termination or expiry; and
   4. all Service Fees for terminated or expired Services which relate to periods prior to the date of termination or expiry;
5. if the Customer has terminated the Agreement or a Service under clause 5, JAVLN will provide the Customer a pro rata refund for any Service Fees previously paid in advance for the Services or those of them that have been terminated (as applicable), to the extent that such Service Fees relate to a period ending after the effective date of termination and/or relate to Services which have not been provided prior to the effective date of termination (as the case may be). JAVLN will not be required to provide a refund of any other Service Fees (but this is without prejudice to any rights the Customer may have to bring a claim for damages in respect of any prior breach of the Agreement);
6. if JAVLN has terminated the Agreement or a Service under clause 5 or as a result of a repudiation of the Agreement by the Customer, the Customer must pay to JAVLN any applicable early termination charges in accordance with the applicable Subscription Agreement;
7. the termination or expiry will be without prejudice to either party's rights and remedies in respect of any breach of the Agreement by the other party, where the breach occurred before such termination or expiry; and
8. in the case of a termination or expiry of the Agreement in its entirety, all indemnities under the Agreement, and the provisions of clauses 9, 8, 9, 10 and 12.7, together with those other provisions of the Agreement which are incidental to, and required in order to give effect to those clauses, will remain in full force and effect.
   
   

1. the Agreement; or
2. one or more SaaS Services and/or Data Services only (together with any other Services which are, in relation to those SaaS Services and/or Data Services, Related Services),

   provided that if the changes or updates relate solely to the Data Services Terms or any other provisions of the Agreement dealing solely with the Data Services, the Customer may only give notice that it wishes to terminate some or all of the Data Services and any other Services which are, in relation to those Data Services, Related Services.

1. notifies the Customer that JAVLN will withdraw the changes or updates to the Agreement (or those of them that the Customer has requested in writing that JAVLN withdraw) prior to the changes or updates coming into effect, then despite the Customer's notice under clause 2, neither the Agreement nor any of the Services will terminate, and the changes or updates that JAVLN has withdrawn will not take effect; or
2. does not withdraw the changes or updates to the Agreement (or those of them that the Customer has requested in writing that JAVLN withdraw) prior to the changes or updates coming into effect:
   1. the Agreement or the relevant Services the Customer wishes to terminate (as applicable) will terminate on the date specified by the Customer in its notice under clause 2 (provided that such date must be at least seven days, and not more than six months, following JAVLN's receipt of that notice) or, if the Customer does not specify a date of termination, on the day immediately prior to the changes or updates coming into effect; and
   2. JAVLN will then provide the Customer a pro rata refund for any Service Fees previously paid in advance for the Services or those of them that have been terminated (as applicable), to the extent that such Service Fees relate to a period ending after the effective date of termination and/or relate to Services which have not been provided prior to the effective date of termination (as the case may be). JAVLN will not be required to provide a refund of any other Service Fees.
      
      

1. the laws which will govern the Agreement and its construction (Governing Laws); and
2. the courts which will have jurisdiction to adjudicate any dispute arising under or in connection with the Agreement (Governing Courts).
   
   

1. is an Affiliate of the Assignor; and/or
2. acquires all or any material part of the Assignor's business.

   If requested to do so by the other party, the Assignor must deliver to the other party a deed, duly executed by the Assignee, pursuant to which the Assignee covenants in favour of the other party to perform the obligations of the Assignor under the Agreement.

Affiliate means, in relation to a person (First Person), any other person which controls the First Person, is controlled by the First Person, or is controlled by another person who also controls the First Person. In this context control means having the power (whether directly or indirectly) to exercise, or control the exercise of, more than 50% of the voting securities of a person;

Agreement has the meaning given to that term in clause 1.5;

Agreement Date means the date the Agreement comes into effect in accordance with clause 1.5;

Billing Commencement Date means the date from which JAVLN may start charging Service Fees for a Service, as specified in the applicable Subscription Agreement;

Confidential Information means:

1. in relation to the Customer, the Customer Data;
2. in relation to JAVLN, all information (other than Customer Data) relating to the Services and Documentation;
3. information pertaining to the business, affairs, products, customers, suppliers or technology of a party, including customer lists, pricing information, business methods and financial records;
4. information disclosed by one party to the other party which is labelled or identified as confidential;
5. the terms of, and pricing included in, the applicable Subscription Agreement (which shall be deemed to be the Confidential Information of both parties),

   provided that Confidential Information does not include any information which is or becomes publicly available (other than through disclosure by a party in breach of clause 8);

CPI means:

1. if the Customer is located in Australia, the consumer price index (all groups) (weighted average of eight capital cities) as published by the Australian Bureau of Statistics or its successor; or
2. if the Customer is located in any other country (including New Zealand), the consumer price index (all groups) as published by Statistics New Zealand or its successor;

CPI Measurement Period means the period from:

1. the end of the quarter prior to the last occasion on which JAVLN gave notice to increase the Relevant Service Fee under clause 9 (or, if JAVLN has not previously done so, prior to the Agreement Date); to
2. the end of the most recent quarter for which CPI figures are available when JAVLN gives its notice to increase the Relevant Service Fee under clause 9;

Customer means you, the customer ordering the Services who has submitted or signed the applicable Subscription Agreement. Where an individual submits or signs the Subscription Agreement on behalf of a company or other organisation, the Customer is that company or organisation;

Customer Items means documents, materials, software, Customer Data and other items provided or made available by the Customer to JAVLN under or in connection with the Agreement;

Customer Data means data and information relating to the Customer (including its business, clients and products) which is uploaded by or on behalf of the Customer to any Underlying Systems or is otherwise provided to JAVLN by or on behalf of the Customer. Customer Data does not include any Licensed Data or Usage Data;

Data Service means a Service (or part of a Service) involving the provision of access to data, information or reports sourced from a third party (referred to as a Data Supplier) or a Data Supplier's database;

Data Services Terms has the meaning given to that term in clause 1.2;

Data Supplier Systems means the systems, platforms, interfaces and databases used by Data Suppliers to supply or deliver Licensed Data;

Documentation means the user documentation and manuals supplied by JAVLN in relation to a Service, as they may be updated by JAVLN from time to time;

Force Majeure Event means an event or occurrence beyond the reasonable control of a party, including any war, terrorist attack, flood, earthquake, storm, fire, explosion, epidemic, pandemic, embargo, riot or civil disturbance or act of any government;

Go Live Date means, for a SaaS Service or Data Service, the date on which the Customer commences live operational use of the SaaS Service or Data Service;

Initial Subscription Term has the meaning given to that term in clause 12.2;

Insolvency Event means, in relation to a party, to go into liquidation, to have a receiver, administrator or statutory manager appointed in respect of the party or any material part of its assets, or to make any assignment to, or enter into any arrangement for the benefit of, its creditors generally (other than for the purposes of a solvent restructuring which has previously been approved in writing by the other party);

Intellectual Property means patents, copyright, registered designs, trade marks, service marks, trade secrets, know-how, rights in databases and domain names, and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for them, anywhere in the world;

JAVLN means the relevant JAVLN group company which is the contracting party to the Agreement, which will be the company as specified in the applicable Subscription Agreement;

Licensed Data means data, information and reports provided or made available to the Customer as part of or in connection with the provision of a Data Service;

Losses means losses, damages, costs, expenses, penalties and liabilities;

Maintenance and Support Services means the Services described in the Maintenance and Support Services Terms;

Maintenance and Support Services Terms has the meaning given to that term in clause 1.2;

Named User means a specific individual authorised to access a Service at any point in time. If interfaces to the system are required then a Named User must be specified for such interfaces;

Normal Working Hours has the meaning given to that term in the Maintenance and Support Services Terms;

OCR means, for any calendar month:

1. if the Customer is located in Australia, the cash rate target set by the Reserve Bank of Australia which is in effect at 9:00am AEST on the first day of that month; or
2. if the Customer is located in any other country (including New Zealand), the official cash rate set by the Reserve Bank of New Zealand which is in effect at 9:00am NZT on the first day of that month;

Personal Information means any information about an identifiable individual, including any personal information or personal data as defined under applicable Privacy Laws;

PI Subject means an individual person to which Personal Information relates;

Privacy Laws means any applicable laws, regulations and legally binding regarding the collection, use, storage, disclosure and/or processing of Personal Information in the relevant jurisdiction, including (where applicable) the Privacy Act 2020 (New Zealand) and the Privacy Act 1988 (Cth) (Australia);

Privacy Policy means JAVLN's privacy policy available at https://www.javln.com/privacy-policy/;

Related Services means, in relation to a SaaS Service or a Data Service (as the case may be), any Services to implement or set-up that SaaS Service or Data Service (to the extent these have not yet been provided when the relevant notice of termination is given) and any Maintenance and Support Services relating to that SaaS Service or Data Service;

Relevant Service Fee has the meaning given to that term in clause 6.10;

SaaS Service means a Service (or part of a Service) involving the provision of access to any software from JAVLN managed servers over the public internet;

Service Fees means the fees payable by the Customer for the Services (including, where applicable, any minimum fees payable), as set out in the applicable Subscription Agreement or otherwise agreed by the parties in writing or proposed by JAVLN and approved by the Customer in writing, in each case as adjusted from time to time in accordance with the Agreement;

Services has the meaning given to that term in clause 1.1;

Subscription Agreement has the meaning given to that term in clause 1.3;

Subscription Commencement Date has the meaning given to that term in clause 12.2;

Subscription Term means the term of the Customer's subscription for a SaaS Service or Data Service, as detailed in clause 12.2;

Third Party App means any third party product, system, solution, platform, software, website, database and/or application which is not an Underlying System and is not otherwise resold or made available by JAVLN as part of a Service;

Third Party App Agreement means a contract, agreement or licence relating to the supply, provision and/or licensing of a Third Party App and/or any Third Party App Services which is entered into between the Customer and the applicable Third Party App Provider;

Third Party App Provider means a third party provider or supplier of a Third Party App;

Third Party App Services means any information, data, reports, outputs, services or products (including loans or other forms of insurance premium funding) which are supplied, delivered, advanced or provided by, through or via a Third Party App or Third Party App Provider;

Underlying Systems means the systems, software, platforms, environments and servers used by JAVLN to provide the Services to the Customer;

Usage Data has the meaning given to that term in clause 8.3(b); and

Version means a particular version or release of any software which is made available by JAVLN from time to time under the Agreement as part of a SaaS Service or otherwise, including any major release (typically designated as a change to X under the X.Y.Z version numbering format), minor release (typically designated as a change to Y under the X.Y.Z version numbering format) or maintenance or patch release (typically designated as a change to Z under the X.Y.Z version numbering format).

1. a reference to a party is to JAVLN or the Customer, and includes the party’s successors and permitted assignees;
2. a reference to a third party is a reference to any person who is neither a party nor an Affiliate of a party;
3. where the word includes or including (or any similar expression) is used, it will be deemed to be followed by the words "(without limitation)";
4. where the word process or processing is used in relation to any information or data, this will be deemed to refer to all use, collection, recording, storage, hosting, organisation, structuring, adaptation, alteration, deletion, erasure, disclosure, transmission, transfer and dissemination of the information or data, in each case whether by manual or automated means; and
5. if there is any conflict or inconsistency between a term in these Terms of Service, a term in the Maintenance and Support Services Terms, a term in the Data Services Terms and/or a term in the applicable Subscription Agreement, the following order of precedence will apply:
   1. first, any special terms and conditions set out in the Subscription Agreement;
   2. second, these Terms of Service;
   3. third, the Data Services Terms;
   4. fourth, the Maintenance and Support Services Terms; and
   5. fifth, the Subscription Agreement (other than any special terms and conditions set out in the Subscription Agreement), such that the term appearing in the document appearing higher in the above list of documents will prevail.