The following sets out the terms and conditions between you (“the Customer” or “you”), and SynergyWay International Pty Ltd ABN 61679498698 (“SynergyWay”), for the provision of agreed services.

1. Definitions

1.1 The following definitions apply:

(a) Agreement means the agreement for the provision of the Services by SynergyWay to you comprising this document, and the Application Form.

(b) Charges means the charges calculated for your usages of the Services at the rates specified in Application Form, Order Page, Order Receipt, Invoice as applicable, as amended from time to time in accordance with Clause 4.4 of this Agreement.

(c) Commencement Date means the date you signed your Application Form or purchased your service online

(d) Services means the Services detailed on your Application Form, Order Page, Order Receipt, Invoice as applicable.

(e) Supplier means a Partner or other third party upon whom SynergyWay relies in order to provide the Services to you (whether or not SynergyWay has a contractual relationship with that party).

(f) Termination Date means the date determined in accordance with Clause 7.

2. Obligations of the parties

2.1 SynergyWay shall:

(a) provide the Services to you in accordance with its then current practices and procedures, including any practices and procedures stipulated by its Suppliers. SynergyWay may from time to time vary its practices and procedures and the manner in which it provides the Services.

(b) provide the Services to the extent, and to the standard and in accordance with the terms and conditions upon which its Suppliers provide those services to SynergyWay. Accordingly, SynergyWay provides no warranty, makes no representation and is not liable for the quality, reliability, timeliness or availability of the Services to the extent that it relies on Suppliers in order to provide these Services to you

2.2 You:

(a) warrant that your use of the Services will not breach any law or regulation, or infringe any person’s rights, or otherwise cause loss, liability, or expense to SynergyWay or any of its Suppliers;

(b) must obtain and comply with all permits, licences, laws, regulation and by-laws applicable to your use of the Services;

(c) must comply with all terms and conditions of this Agreement, including without limitation, payment of all Charges on or before the due date for payment;

and

(d) authorise SynergyWay to provide to any of its Suppliers, or any of the related bodies corporate (as that term is defined in the Corporations Act 2001) of SynergyWay or any of its Suppliers, such information about you and your Services as the Supplier or related body corporate requires in order for SynergyWay to provide the Services to you under this Agreement.

3. Charges

3.1 You agree to pay to SynergyWay all Charges for the Services, from the Commencement Date up to and including the Termination Date, or the equivalent for one-off products or services, irrespective of whether those charges are invoiced prior to, on or after the Termination Date.

3.2 SynergyWay and its Suppliers shall review the Charges on a regular basis and will provide you with not less than 30 days written notice of any increase to those Charges. The altered Charges shall apply to all Services delivered on and after the applicable date that the notice period expires.

4. Payment

4.1 Payment of your SynergyWay account balance, where applicable, is due monthly in accordance with your payment plan, in the currency in which billed, and must be made by the credit or debit card designated by you for SynergyWay use and transactions or through such other payment methods as SynergyWay may provide from time to time. Each time you use SynergyWay Services, or allow or cause SynergyWay Services to be used, you agree and reaffirm that SynergyWay is authorized to charge your designated card or obtain payment for the Services through such other means as are legally available to SynergyWay.

4.2 If your SynergyWay account is a qualified business account and is approved by SynergyWay for corporate billing, charges will be accumulated, identified by Customer account number and invoiced on a monthly basis. Payment of an account must be made by the date specified in the account (“Due Date”).

4.3 If you do not pay the invoice by the Due Date we may charge a flat rate of AUD $20, or foreign currency equivalent if charging is in another currency,  per month per account or interest at the rate of 1.5% per month or part thereof on the outstanding amount of the invoice, whichever is the greater, and suspend any or all of your Services pending payment of outstanding amounts on the invoice

5. Suspension of Services

5.1 SynergyWay or one or more of its Suppliers may at any time unilaterally bar or suspend one or more of your Services if:

(a) you fail to pay an invoice by the due date;

(b) SynergyWay has a right to terminate this Agreement pursuant to clause 8.3;

(c) instructed to do so by a governmental, regulatory or law enforcement body;

(d) you fail to obtain and/or comply with any permits, licences or other authorisations that are required for the use of the Services; or

(e) you fail to comply with any law or regulation applicable to your use of the Services.

6. Term and Termination

6.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with this Clause 6.

6.2 Subject to Clause 6.3, either party may terminate this Agreement at any time by providing the other party with 30 calendar days prior written notice. This Agreement will terminate on expiry of the 30 calendar days’ notice.

6.3 In addition to any other rights expressly set out in this Agreement, either party may terminate this Agreement:

(a) if the other party commits a breach of its obligations and, if remediable, fails to remedy the breach within 14 days after receiving written notice from the other party requiring it to remedy the breach; or

(b) immediately if the other party becomes insolvent, bankrupt or if its financial position is such that, within the framework of applicable national law, legal action leading toward appointment of receiver or administrator, winding up, bankruptcy or dissolution may be or has been taken.

6.4 Notwithstanding any other provision of this Agreement, SynergyWay may terminate this Agreement (or where appropriate in respect of any Service or Services):

(a) if SynergyWay ceases or intends to cease to operate the Services for any reason, by giving you at 60 days prior written notice; or

(b) immediately upon written notice if, as the result of an act or omission of one or more of its Suppliers, SynergyWay is unable to continue to supply the Services to you to the standard of service it provides in the normal course of its business.

6.5 In the event of termination, all Charges due and payable 3, up to and including the Termination Date, shall become immediately due and payable by you together with any interest accrued in accordance with the terms of this Agreement.

7. Personal information

7.1 You agree that SynergyWay shall be entitled to collect, use and disclose any personal information (as that term is defined in the Privacy Act 1988(Cth)) which SynergyWay may have access to pursuant to the transactions contemplated by this Agreement (including, without limitation, access which may be provided by you or your officers, employees or agents making use of the Services) in accordance with the terms of SynergyWay’s Privacy Policy which may be accessed at www.synergyway.com.au/privacy-policy.

7.2 Without limiting the foregoing, you agree that SynergyWay may disclose any personal information referred to in clause 7.1 to its Suppliers, partners and each of its and their respective related bodies corporate to the extent necessary to enable SynergyWay to provide the Services to you in accordance with the terms of this Agreement.

8. Exclusion of Warranties

8.1 Nothing in this Agreement shall exclude or limit the warranties or liability of SynergyWay or its related bodies corporate for losses which may not be lawfully excluded or limited by applicable law. In the event that an exclusion or limitation of liability is illegal, invalid or unenforceable in your jurisdiction then clause 13.5 (severability) shall apply.

8.2 SynergyWay expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement of third party rights, or warranties arising by statue or otherwise in law or from a course of dealing or usage of trade. In particular, but without limitation, SynergyWay and its related bodies corporate do not represent or warrant that: (a) your use of the Services will meet your requirements; (b) your use of the Services will be uninterrupted, timely, secure, failsafe or free from error; (c) defects in the operation of the Services will be corrected; (d) the Suppliers will continue to supply the Services to SynergyWay on the terms and conditions set out in this Agreement.

8.3 No advice, information or representation, whether oral or written, obtained by you from SynergyWay or any of its related bodies corporate or any other person shall create any warranty not expressly stated in this Agreement.

8.4 The liability of SynergyWay and its related bodies corporate for any breach of any condition, warranty or other obligation which is implied into this Agreement by any applicable legislation for the time being in force which cannot be excluded by agreement, shall not exceed, at SynergyWay’s option: (a) in the case of the supply of goods: (i) the replacement of the goods or the supply of equivalent goods; or (ii) the repair of the goods; or (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; or (b) in the case of the supply of services: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.

9. Limitation of Liability

9.1 Under no circumstances shall SynergyWay or any of its related bodies corporate or Suppliers be liable to you or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages or lost profit, revenue, goodwill, anticipated savings or lost or corrupt data, information or other content, or damage to property arising from or related to the Services, whether such claim is based on warranty, contract, tort (including negligence), statute or otherwise, (even if SynergyWay or any of its related bodies corporate or Suppliers has been advised of or should have been aware of the possibility of such damages).

9.2 Without limiting the foregoing, the total aggregate liability of SynergyWay and its related bodies corporate and Suppliers arising from or related to this Agreement, whether such claim is based on warranty, contract, tort (including negligence), statute or otherwise (even if SynergyWay or any of its related bodies corporate or Suppliers has been advised of or should have been aware of the possibility of such damages) shall not exceed the lesser of the amount paid by you to SynergyWay for the Services in the six months prior to the date on which the alleged loss or damage was suffered by you or any person claiming through you and AUD $100, or foreign currency equivalent if in another currency.

9.3 The foregoing limitations of liability shall apply whether the damages arise from or in connection with use or misuse of or reliance on the Services, from inability to use the Services or from the unavailability, failure, delay, interruption, degradation, suspension, deactivation or termination of the Services (including any damages incurred by third parties).

9.4 You agree that SynergyWay and its related bodies corporate and Suppliers shall not be liable to you or to any person claiming through you for any claim which is brought against SynergyWay or any of its related bodies corporate or Suppliers later than 1 month from the date on which the alleged loss or damage was suffered by you or any person claiming through you.

9.5 Nothing in this Agreement is intended to exclude or limit the application of any provision of any statute (including the Australian Consumer Law and the Telecommunications Act) where to do so would: (a) contravene that statute; or (b) cause any part of this clause to be void.

10. Force Majeure

10.1 For the purposes of this Agreement, a Force Majeure event means any act, event, cause or circumstance beyond the reasonable control of a party and without fault or negligence of that party, including but not limited to, pandemic, fire, storm, flood, earthquake, adverse weather, accident, war, labour dispute, materials or labour shortage other than its own staff or staff under its control, power shortage, delay or malfunction, breakdown or unavailability of third party services, machinery or equipment or suspension or termination of a Supplier contract which is relevant to the provision of the Services, whether or not SynergyWay is a party to that contract.

10.2 SynergyWay will not be liable to you in any way by reason of any delays or failures by it to perform its obligations under this Agreement, where such delay or failure is caused by a Force Majeure event.

10.3 Where such delay or failure arising from a Force Majeure event exceeds 30 days, SynergyWay may immediately terminate this Agreement and provide written notice to you of such.

11. Notices

Any notice required to be given under this Agreement must be in writing in the English language addressed to the physical address or email address most recently notified by the recipient to the sender and will be taken to have been given or made, in the case of ordinary mail, 3 business days from the date on which it is sent or, in the case of email, on the date on which it is received in the recipient’s email account, but if received on a day which is not a business day it will be taken to have been received on the next business day; for the purposes of this clause, “business day” means a day on which banks are open for business in Melbourne, Australia.

12. Assignment and sub-contracting

SynergyWay may with prior written notification to you, assign or novate its rights and obligations under this Agreement or any part of it or any money due under it to any of its related bodies corporate, Suppliers or Suppliers’ related bodies corporate, or to any other third party.

13. General Provisions

13.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Victoria, Australia, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. You agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.2 Entire Agreement. This Agreement, including your Application Form and any documents referred to in it (including those via a weblink) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Except as expressly provided in this Agreement, any amendment of this Agreement will be effective only if in writing and signed by both parties.

13.3 Survival. In the event of any termination, expiration, or cancellation, all terms of this Agreement which are capable of survival shall survive.

13.4 Waiver. A failure by a party to exercise, or a delay in exercising, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies which that party may otherwise have and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

13.5 Severability. Any provision of this Agreement which is illegal, invalid or unenforceable in any jurisdiction is to be read down so as to be legal, valid and enforceable if possible, or if that is not possible, will be ineffective in that jurisdiction only to the extent of the illegality, invalidity or unenforceability, without affecting the remaining provisions of this Agreement or the legality, validity or enforceability of that provision in any other jurisdiction.

13.6 Dispute Resolution. All disputes arising out of this Agreement will, unless SynergyWay, in its absolute discretion, elects otherwise, be subject to the exclusive jurisdiction of the state and federal courts serving Victoria, Australia, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

13.7 Costs of enforcement. You agree to reimburse SynergyWay for any costs or fees related to its enforcement of this Agreement (including reasonable third party fees and disbursements in relation to the defence of any third party claims).

13.8 Benefit of the Agreement. This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. SynergyWay holds all rights under this Agreement which are referable to its related bodies corporate, its Suppliers and its Suppliers’ related bodies corporate on trust for those entities and may enforce any of those rights on behalf of any of those entities.

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