These terms and conditions (which we refer to as the “Terms of Use”) apply when you sign an Order Form with ETZ Technologies Limited, a company registered in England & Wales, Company No. 04102485, with its registered office located in London, W1T 3BP, United Kingdom, (or for Customers in Australia or NZ) ETZ Technologies Pty Ltd, an Australian company, ACN 134 921 127, whose registered office located in Broadbeach QLD 4218, for services and products and should be read carefully because they are legally binding and enforceable. If you are acting on behalf of an entity then you represent that you have the authority to agree to these Terms on behalf of that entity.

In these Terms of Use, words and phrases have the meanings set out in Schedule 1.

These Terms of Use, together with the Order Form make up the full agreement (“Agreement”) between ETZ and you (a single entity) in relation to the Service and any products. In the event of any conflict between these Terms of Use and the Order Form, these Terms of Use shall take priority, unless the Order Form expressly specifies the provisions of the Terms of Use that are to be overridden.


1.1 This Agreement shall take effect on the Effective Date set out in the Order Form and shall continue in force for the Initial Period.

1.2 At the end of the Initial Period and any further period arising under this clause 1.2, this Agreement shall automatically renew for successive further calendar months (each a “Renewal Period”) at our then current Fees, unless either party gives written notice to the other party to terminate before the end of the previous month. For example, if one party gives notice on 18th July, this Agreement will continue until 31st August in the same year, after which it will terminate.


2.1 In consideration of the Fees we will make the Service available to your Users by setting up an account and providing login details for that account as soon as practicable following the Effective Date and we permit your Users to access the Service for the duration of this Agreement.

2.2 We warrant to you that we shall provide the Service to your Users using reasonable skill and care.


3.1 The licence granted to you under this clause 3 shall be subject to the restrictions on use set out in clauses 4 and 5, and the Acceptable Use Policy.

3.2 We grant you a non-exclusive, non-transferable licence (with no right to sub-licence except in relation to your Affiliates in accordance with clause 3.3) during the Period of this Agreement to permit your Users to access and use the Service via a standard web browser to process timesheets and payment and billing for your internal business purposes. This licence includes our permission for Customers and Candidates to upload information on to the Service for processing by you.

3.3 You may with our prior written permission allow an Affiliate company to permit access and use of the Service by its Users provided that the terms of this Agreement shall apply to such use by your Affiliate. You are responsible for all acts and omissions of your Affiliates and Users as if they were your acts and omissions.

3.4 Nothing in this Agreement restricts us from providing the Service to any third party.


4.1 You shall comply and shall procure that all Users comply with the terms of the Acceptable Use Policy set out on the ETZ Website.

4.2 You shall ensure that no unauthorised person accesses the Service using your account and shall immediately notify us if you know or suspect unauthorised access or other security breach.

4.3 To help us provide support to you, you shall appoint one User from your organisation who will have comprehensive knowledge of your systems to act as the single point of contact for your organisation in relation to our support of the Service.

4.4 Our provision of data storage to you may be subject to a fair use policy notified to you from time to time.

4.5 We may from time to time during this Agreement and for a reasonable period following its termination at our expense monitor and electronically audit your use of the Service to ensure your compliance with this Agreement. The audit will only relate to information held on our systems and will not involve any inspection of your systems. We will conduct the audit in such a manner as not to substantially interfere with your use of the Service. If our audit reveals that you have underpaid Fees, you agree to pay to us an amount equal to such underpayment promptly following our written request for the same together with any interest (if applicable).

4.6 You will at all times comply with the laws and regulations of the jurisdiction(s) in which you operate, including in respect of the Service.

4.7 You will be solely responsible for:

a. obtaining and maintaining all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this agreement, including without limitation the Services;

b. ensuring that your network and systems comply with any relevant specifications provided by us from time to time;

c. procuring and maintaining your network connections and telecommunications links from your systems to the Service, and

d. all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.


5.1 To the extent permitted by applicable law, the licence(s) granted in clause 3 shall be subject to the following prohibitions set out below. Unless we expressly agree otherwise in this Agreement, you shall not:

a. modify or make derivative works based upon the Etz Technology, the Service or the Etz Material;

b. reverse engineer or access the Etz Technology, the Service or the Etz Material in order to: (i) build a competitive product or service; (ii) build a product using similar ideas, features, functions or graphics of the Service; or (iii) copy any ideas, features, functions or graphics;

c. provide false identity information to gain access to or use of the Service;

d. sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party your permission to access and use the Service or allow any unauthorised person to access or use the Service (except to the limited extent we expressly permit in relation to your Affiliates);

e. use the Service on behalf of a third party or use the Service for inclusion in any product and/or service which you sell or provide to others;

f. frame or otherwise re-publish or re-distribute the Service provided that you may: (i) create Internet ‘links’ from your own website to your own branded log-in screen on the Service; and (ii) subject to our prior written consent, create other links via our API interface;

g. use the Service in a way that is unlawful, illegal, fraudulent or harmful;

h. alter or adapt or edit the Service save as expressly permitted by the Documentation;

i. access or use our Service if you are (or the entity you act for is) a direct competitor of Etz.

5.2 You do not have permission to access the object code or source code of Etz Technology used to provide the Service, either during or after the term of the Agreement.


6.1 You shall own all right, title and interest in and to all of your data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your data.

6.2 We will follow the archiving procedures for your data in accordance with any backup policy it may have. In the event of any loss or damage to your data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of such data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of your data caused by any third party.

6.3 If we process any personal data on your behalf when performing our obligations under this agreement, we both record our intention that you shall be the data controller and we shall be a data processor and in any such case:

a. you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country you and the Customers are located in order to carry out the Services and our other obligations under this agreement;

b. you will ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;

c. you will ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and

d. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.


7.1 If you are a Customer, you will be provided with account and technical contact information. Support will be delivered during local business hours.


8.1 Unless otherwise stated in the Order Form, the initial fees will be equal to the first part month’s subscription fee, plus the next month’s subscription fee, and any setup and training charges where applicable.

8.2 Invoices shall be issued in respect of each Billing Period or as otherwise mutually agreed upon.

8.3 You will make, and we will receive, payment as follows:

a. for Subscription Fees, you will pay, in advance of our provision of the Service for each Billing Period, the fixed amount specified on our Website (or as may be varied in accordance with the notification Clause 17.1 of these Terms of Use);

b. for Access Fees, you will pay at the end of each Billing Period, the amount per Candidate specified in the Order Form (or as may be varied in accordance with these Terms of Use).

8.4 Charging in relation to the Service shall commence from the date when we activate the Service for you (by making the Service accessible to you through web pages and by providing login details to you). If the Service commences partway through a month, the Fees for that month shall be reduced pro rata.

8.5 Fees shall be calculated on the basis set out in the Order Form.

8.6 You are responsible for paying the Fees for each Billing Period during the Period of this Agreement. At the end of each Billing Period we will reconcile your actual usage against the basis set out in the Order Form and will adjust the invoice for the following Billing Period to include additional Fees due in respect of any excess usage. We will not issue a credit or refund if your actual usage is less than the relevant allocation set out in the Order Form.

8.7 Fees must be paid by direct debit, standing order or bank transfer (using such payment details as we notify you from time to time) and you agree to assist us in setting up the agreed payment method.

8.8 All amounts and fees referred to in this Agreement are payable in pounds sterling or such other currency specified in the Order Form and are exclusive of value added tax or applicable sales tax which shall be added at the appropriate rate.

8.9 You shall provide us with complete and accurate billing and contact information at all times during the term of the Agreement.

8.10 If you reasonably and in good faith dispute an invoice or part of it, you shall notify us of the dispute within 7 days of receipt of the disputed invoice, including details of why the invoiced amount is incorrect and, if possible, how much you consider is due and you and we shall endeavour to promptly resolve any such dispute in accordance with the dispute resolution procedure set out in clause 19. You will pay all undisputed Fees by their due date.

8.11 If you do not pay any amount properly due to us, we may claim interest on the late payments at the rate of 2% above the base lending rate of Barclays Bank Plc from the due date until the date on which the payment is made in full.

8.12 Without limiting our rights under clauses 8.12, 15.1 and 16.3, and without any liability to you, we may suspend the Service if you either: (i) cancel your direct debit instruction or standing order for payment of the Fees; or (ii) default in your payment obligations for a continuous period of 30 days, such period to be calculated from the due date provided that we have given you at least seven (7) days prior written notice that Fees are overdue. If, following a suspension the Service, we receive from you by way of cleared funds to our bank account all outstanding amounts due and (for suspension under (i) above) you set up a new direct debit instruction or standing order for the payment of Fees, the Service shall no longer be suspended and we shall resume the provision of the Service. Resumption of the Service shall not apply where we have terminated the Agreement under clause 16.3.

8.13 We may increase the Fees in accordance with clause 18 (Changes).

8.14 Where we agree to provide professional services in respect of work which is outside the scope of the Service, we shall charge for such professional services at our prevailing rates on the basis mutually agreed upon at the time the request is made.

8.15 You cannot cancel your payment obligations regarding the Fees and you are not entitled to a refund of Fees which you have paid to us.


9.1 Each party will keep secret and treat in strictest confidence all Confidential Information of the other party obtained in connection with this Agreement. Neither party will, without prior consent of the other, disclose or make any Confidential Information available to any third party, or use the same for its own benefit, other than as contemplated by this Agreement.

9.2 You acknowledge that details of the Service (including pricing information and the terms of this Agreement) constitute our Confidential Information. We acknowledge that the Customer Materials and all personal data relating to Users and Candidates are Confidential Information which belongs to you.

9.3 Each party may disclose Confidential Information to those of its personnel and its sub-contractors who need to know the Confidential Information for the purposes of implementing this Agreement provided that that, prior to such disclosure, each of those sub-contractors and members of its personnel are made aware of these confidentiality obligations and agree to adhere to such terms.


10.1 If you provide us with personal data, you shall be the data controller and we shall process such personal data as a data processor as follows: (a) we shall not transfer such personal data to a country outside the EEA without your prior written consent; (b) you shall ensure that you are entitled to transfer the personal data to us and have informed all relevant third party data subjects of the transfer and obtained their consent to our processing of the personal data to provide the Service; (c) we will process the personal data only in accordance with this Agreement and any lawful instructions reasonably given by you or on your behalf from time to time; and (d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

10.2 Individual Users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from us from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preferences under ‘Personal Setup’. You acknowledge and agree that that we may also communicate directly with individual Users in relation to the Service.

10.3 If you are a Customer, you agree that we can disclose the fact that you are a customer in relation to the Service.


11.1 All Intellectual Property Rights to the ETZ Technology, ETZ Materials and the Service belong to us and our licensors at all times during the Agreement. All Intellectual Property Rights in the Customer Materials belong to you.

11.2 We warrant to you that we have the right to permit your Users to access and use the Service and that their use of the same in accordance with the Agreement shall not infringe third party Intellectual Property Rights.

11.3 You warrant to us that in relation to any content you provide to us or submit to the Service (including but not limited to the Customer Materials) that you own the Intellectual Property Rights to such content or you have the authority of the owner to provide such content and to grant us and our subcontractors permission to use the same for the purpose of providing the Service and that our authorised use of the same in accordance with this Agreement shall not infringe third party Intellectual Property Rights.

11.4 You grant to us a non-exclusive licence to store, copy and otherwise use the Customer Materials on the Service for the purposes of performing this Agreement.

11.5 You grant to us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Users relating to the operation of the Service.

11.6 We may include the text and logo ‘Powered by ETZ logo’ at the foot of the Customer-branded pages on the Service.


12.1 We or third parties may (without obligation) make available interfaces such as APIs to facilitate the transfer of data between the Service and third party applications. Third party applications may also contain the capability to transfer data directly to the Service and receive data directly from the Service. In relation to the transmission of any data between the Service and any third party application used by you or on your behalf, whether directly or via an interface:

a. You expressly permit us to transmit your data to the third party application(s); and

b. we or the relevant third party shall own all Intellectual Property Right to such interfaces.

12.2 You acknowledge that the transmission of data between the Service and third party applications does not form part of the Service and requires expert technical knowledge. You agree that any such data transfers are undertaken at your risk and we do not accept any responsibility for any loss, destruction or corruption of data arising from any such data transfer.


13.1 Our commitments relating to the Service (including the warranty we give to you in clause 2.2) are comprehensively expressed in this Agreement and are given in lieu of all other representations, warranties, terms and conditions (whether oral or written, express or implied) including satisfactory quality, fitness for any particular purpose and availability, which are excluded to the maximum extent permitted by law. Except to the extent expressed in this Agreement, the Services are provided on an ‘as is’ and ‘as available’ basis.


14.1 Nothing in this Agreement excludes the liability of either party for

a. death or personal injury caused by negligence

b. fraud or fraudulent misrepresentation.

14.2 We will not be liable to you for indirect or consequential loss or for the following types of loss irrespective of whether they are a foreseeable consequence of our breach: (i) loss of profit; (ii) loss of business; (iii) loss of revenue; (iv) loss of opportunity; (v) loss of goodwill; (vi) loss of anticipated savings; and (vii) loss of contracts.

14.3 Our total liability to you under this Agreement in respect of all claims in any year shall be limited to the annual Fees paid by you for that calendar year

14.4 We shall not be liable for any delay or failure in the provision of the Service to you to the extent that such delay or failure is caused by your failure to comply with your obligations under this Agreement.

14.5 We shall not be liable for any error, inaccuracy or omission in the output of the Service based on any inaccurate or incomplete information which you have provided to us.

14.6 We shall not be liable to you for any act or omission by us due to events outside of our reasonable control including but not limited to acts or restraints of governments or public authorities; war, revolution, riot or civil commotion; strikes, lock-outs or other industrial action; failure of supplies of power, fuel, transport, equipment or other goods or services (including internet and telecommunications equipment and services); denial of service attacks; and explosion, fire, flood or natural disaster.


15.1 Without limiting clause 8.13, we may suspend or restrict your use of the Service if we reasonably believe that you are in breach of this Agreement or are likely to be in breach of this Agreement while we investigate the suspected breach. Any investigation will be carried out promptly and you agree to cooperate with us in connection with any such investigation.

15.2 We can suspend or restrict the Service to carry out necessary planned maintenance services or during any technical failure of the Service where it is necessary to protect the security of the Service or the data or our systems provided that in each case we will aim to keep all service suspensions to a minimum. We shall use reasonable efforts to carry out planned maintenance outside Business Hours and we shall endeavour to give you at least 8 hours prior notice of any planned maintenance.

15.3 Any suspension of the Service will not affect your obligation to pay the Fees due during any period of suspension.


16.1 You or we may terminate this Agreement for convenience at the end of the Initial Period or then current Renewal Period by giving written notice to the other party at least thirty (30) Business Days prior to the date of the invoice for the following Renewal Period.

16.2 Either party may terminate a demonstration account used for the purpose of evaluating the Service at any time.

16.3 Each party may terminate this Agreement immediately on written notice if the other party:

a. commits a material breach of this Agreement and where such breach is capable of remedy, has not been remedied within 30 days of the date of notice of the breach; or

b. is unable to pay its debts when they fall due or becomes bankrupt, insolvent or goes into liquidation or enters into a voluntary arrangement or has a receiver or an administrator appointed over any or all of its assets or suffers any similar event in any jurisdiction.

16.4 We may terminate this Agreement immediately on written notice to you if we reasonably believe that any of your personnel have behaved towards our personnel in a manner which is threatening, abusive or which amounts to harassment.


17.1 Subject to clause 17.2 below, when this Agreement comes to an end for any reason:

a. Our rights and your rights accruing or accrued prior to termination or expiry shall not be affected;

b. all licenses and permissions granted to you under this Agreement shall immediately terminate;

c. you shall stop using the Service;

d. you shall immediately pay any amounts which you owe to us at the date of termination (whether or not due at the date of termination);

e. each party shall promptly return to the other party that other party’s Confidential Information and any copies thereof, or, at that other party’s request and option, destroy them and provide evidence of their destruction to that other party;

f. we may retain any document (including any electronic document) containing your Confidential Information after the termination of the Agreement if we are obliged to retain such document by any law or regulation or the document in question is a letter, fax, email, order confirmation, invoice, receipt or similar document addressed to us; and

g. the following provisions shall survive any termination of this Agreement: Clauses 1, 4.5, 8 to 14 (inclusive), 17, 19 to 21 (inclusive) and any other provisions which by their nature are intended to survive such termination or expiry.

17.2 It is your responsibility to remove Customer Materials promptly following termination and within 24 hours of the Termination Date we shall without further notice irrevocably delete from the Service all your Confidential Information and Customer Materials.

17.3 Clause 17.2 shall not apply to Customer Materials stored in relation to a demonstration account used for evaluation purposes only which we shall irrevocably delete from the Service on termination of the account without further notice to you.


18.1 We can make changes to the Service, the Fees and/or this Agreement at any time by giving you at least 30 days prior written notice (the “Notice Period”) of the change (which we may give by publishing the changes on the ETZ Website). If we do make changes to the Service or the Fees or this Agreement which are materially to your detriment which you do not accept then you may terminate this Agreement on written notice to us at any time during the Notice Period. If you have not terminated this Agreement during the Notice Period then the changes will apply from the end of the Notice Period.


19.1 The parties shall use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to this Agreement (or its construction, validity or termination) (a “Dispute“). If a Dispute cannot be so settled either party may give to the other a notice in writing (a “Dispute Notice“). Within seven (7) Business Days of the Dispute Notice being given the parties shall each refer the Dispute to a senior director of ETZ and a senior director of your organisation (or equivalent) who shall meet in order to attempt to resolve the Dispute. If the Dispute is not settled by agreement in writing between the parties within ten (10) Business Days of the Dispute Notice the parties shall act in good faith in seeking to agree whether the Dispute should be settled through mediation.


20.1 We may give notice to you by means of:

a. a general notice on the Service or the ETZ Website;

b. electronic mail to your e-mail address on record in our account information; or

c. by written communication sent by first class mail or pre-paid post to your address on record in our account information,

d. such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

20.2 You may give notice to us (such notice shall be deemed given when received by us) by both electronic mail to the e-mail address of our C.E.O, with a read receipt or confirmation reply being received, and also by letter addressed to our C.E.O and delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us at the office location address set out at the top of these Terms of Use.


21.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Relevant Jurisdiction.

21.2 The parties irrevocably submit to the exclusive jurisdiction of the courts in the Relevant Jurisdiction.


22.1 You may not transfer, assign or otherwise dispose of this Agreement to any person without our consent. We may assign this Agreement on notice to you. We may appoint sub-contractors to perform some or all of our obligations under this Agreement provided that we shall remain fully liable to you for the acts and omissions of our subcontractors.

22.2 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22.3 The Agreement and the Acceptable Use Policy set out on the Etz website contains the entire agreement between you and us relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between you and us in relation to such matters. You and we acknowledge that neither you nor we have entered this Agreement relying on any non-fraudulent statement which is not expressed in this Agreement.

22.4 By signing the Order Form you confirm that you have not relied on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

22.5 We both agree that neither of us shall have a claim for innocent or negligent misrepresentation or negligent misstatement, based on any statement in this Agreement.

22.6 Except as set out in clause 18, this Agreement may only be varied by a document signed by both parties.

22.7 Each party shall comply with applicable Anti-Corruption Laws and shall not do, nor omit to do, any act that will cause the other party to in breach of any of the Anti-Corruption Laws.

22.8 The parties are independent contractors and nothing in this Agreement and no action taken by either or both of the parties under this Agreement shall operate to constitute a relationship of principal/agent, partnership or joint venture of any kind.

22.9 If we fail to enforce a right under this agreement, that failure will not prevent us from enforcing other rights or the same type of right on a later occasion.


1. In these Terms of Use, unless otherwise defined, capitalised terms shall have the following meanings:

a. “Acceptable Use Policy” means the acceptable use policy on our website;

b. “Affiliate” means an entity that controls, is controlled by, or is under common control with the relevant entity;

c. “Agreement” means the agreement between us and you relating to the Service comprising these Terms and the Order Form and any amendments to the Agreement from time to time;

d. “Anti-Corruption Laws” mean the laws and regulations of the Relevant Jurisdiction relating to bribery and corruption as applicable to the parties;

e. “Billing Period” means the period in respect of which we invoice for the Service;

f. “Business Day” means any week day, other than a bank or public holiday in the Relevant Jurisdiction;

g. “Business Hours” means between 09:00 and 17:30 on a Business Day;

h. “Candidate” means a temporary worker contracted by you to work for a Client;

i. “Client” means an organisation which contracts with you for the supply of Candidates;

j. “Confidential Information” means any information which is marked as ‘confidential’ or which is proprietary or confidential in nature but shall not include any information which the recipient can show: (a) was at the time of disclosure or has subsequently become public knowledge other than by breach of this Agreement; (b) is received by the recipient from an independent third party who has a lawful right to disclose the same without restriction; or (c) was already in the recipient’s lawful possession at the date of disclosure without obligation of confidence;

k. “Customer Materials” means all information, data and material uploaded to, stored on, generated by, processed using or transmitted via the Service by or on behalf of you or a Customer or a Candidate or otherwise provided by you to us in connection with the Service;

l. “Customer” means a single entity whose Users are permitted to access the Service pursuant to a Customer Contract with us;

m. “Customer Contract” means a contract between us and a Customer in relation to the Service and our products;

n. “data controller”, “data processor”, “personal data”, “process” and “processing” shall have the meanings given in the Data Protection Legislation;

o. “Data Protection Legislation” means the applicable data protection laws and regulations in the Relevant Jurisdiction;

p. “Documentation” the documentation relating to the Service which we may from time to time produce and make available to Customers specifying how the Service should be used;

q. “ETZ”, “we”, “us”, “our” and “ours” shall refer to the ETZ contracting entities as set out at the beginning of these Terms of Use corresponding to your place of establishment as set out in the Order Form;

r. “ETZ Material” means the audio and visual information, documents, software, products and services made available to you as part of the Service;

s. “ETZ Technology” means all of our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) which we make available in the course of providing the Service;

t. “ETZ Website” means the country-specific part of the ETZ website at corresponding to your place of establishment as set out in the Order Form;

u. “Effective Date” the date on which the Order Form is signed by you being the date the Agreement is made being the date on which you accept these Terms of Use;

v. “Fees” means the fees payable in respect of the Service as set out and agreed in writing between the parties from time to time, initially in the Order Form and any such other fees as are expressed in these Terms;

w. “Initial Period” means the initial period of this Agreement, being from the Effective Date, to the last day of the month following the month of the Effective Date. For example, if the Effective Date is 10th March, the Initial Period will be from 10th March until 30th April in the same year;

x. “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

y. “Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of Candidates, any licences or other services contracted for, the applicable fees for the Initial Period and other charges as agreed to between the parties from time to time, each such Order Form to be incorporated into and to become a part of this Agreement;

z. “Relevant Jurisdiction” means (i) Australia if you are a company incorporated in Australia or New Zealand, or (ii) England and Wales if you are not incorporated in Australia or New Zealand;

aa. “Schedule” means a schedule attached to the Agreement;

bb. “Service” means all the ETZ Technologies Ltd (ETZ Technologies Ltd Pty for Customers in Australia) services and products provided or to be provided by us to the Customer, including without limitation the provision of the online timesheet service and (where applicable) support services;

cc. “User” means a Customer employee, representative, consultant, contractor or agent who is authorized to use the Service and has been supplied user identifications and passwords by you (or by us at your request); and

dd. “you”, “your”, “yours” shall be a reference to the Customer entity identified in the Order Form.

2. References to you performing any obligation or being subject to any restriction shall be deemed to include a reference to you procuring your Users (as defined in the Order Form) to comply with that obligation or restriction.

3. Words in the singular include the plural and vice versa and words in one gender include any other gender.

4. a reference to:

a. any party includes its successors in title and permitted assigns; and

b. clauses, schedules and appendices are to clauses, schedules and appendices (as applicable) of the Agreement and references to sub-clauses and paragraphs are references to sub-clauses and paragraphs of the clause or schedule or appendix in which they appear.

5. Headings are for convenience only and shall not affect the interpretation of the Agreement.

6. a reference to a statute or statutory provision includes:

a. any subordinate legislation made under it;

b. any repealed statute or statutory provision which it re-enacts (with or without modification)

c. any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it.

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