Terms of Use

1. Background

Oncord Pty Ltd ACN 116 347 909 (Oncord) operates the Platform under licence from Oncord IP Pty Ltd ACN 158 440 307 (Oncord IP) and provides access to Subscribers and their End Users on the terms and conditions contained in this Agreement.
The terms and conditions contained in this Agreement govern the relationship between the Parties.
Words in this Agreement which are “capitalised” have specific meanings as shown in the definitions section at clause 4.1
Oncord’s contact information is as follows:

Oncord Pty Ltd ACN 116 347 909
Scott McNaught, Director
c/o Dundas Lawyers, Level 13, Icon Place, 270 Adelaide Street, Brisbane, QLD 4000
Telephone: 1300 787 970 | Email: service@oncord.com

2. Acceptance of these terms and conditions

By subscribing to access the Platform the Subscriber agrees:

to comply with and be bound by the terms and conditions of this Agreement;
to pay the Fees for the Subscription based on the selected Tier; and

any Additional Features; and
any Extra Usage that is required.

they have had the opportunity to read and fully understand the term and conditions contained in this Agreement;
their End Users will use the Platform on the terms and conditions contained herein; and
that they have the legal authority to enter into this Agreement.

2.1 Variation

The version of this Agreement, that appears on Oncord’s Website at the time the Subscriber enters into this Agreement governs the terms of the agreement between the Parties, until varied.
Oncord may update this Agreement by providing fourteen (14) days’ notice to Subscribers of the new terms that apply on its website which are deemed to have been accepted after the expiry of the notice period provided

Definitions and interpretation

3.1 Definitions

In this Terms of Use:

Additional Feature means any extra functionality that is not included in the Features and Tier selected by the Subscriber, including but not limited to SMS, Email Accounts, Recurring Sales and any other feature added to the Platform in the future.

Agreement means the terms and conditions contained herein.

Business Tier means that Features that are made available to Subscribers on the Tier by this name.

Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss, and any other form of consequential, special, indirect, punitive or exemplary loss or damages.

Content means text, data, speech, music or other sounds, visual images (animated or otherwise) in any form, or in any combination of forms as defined in Schedule 7 of Broadcasting Services Act 1992 (Cth).

Customisation Services means services available by Oncord to the Subscriber where it requires the assistance of Oncord’s software developers.

Data Use Limit means the amount of data that the Subscriber’s Website is able to consume based on the Tier selected.

Extra Usage means extra Storage and Bandwidth for the Website and additional Email Sends that are available for Email Marketing above what is allocated on a particular Tier.

Data means any information which is reduced to electronic form and stored in the Platform and associated with the Subscribers Website.

Documentation means any user manual, support sites, FAQs, videos or other media supplied by Oncord in relation to the Subcriber’s use of the Platform.

Enterprise Tier means that Features that are made available to Subscribers to the Platform that have subscribed to a Tier by this name.

Feature means an item of functionality that is made available to Subscribers to the Platform described as:

Website;
Business; and
Commerce.

Fee means the amount of money payable by the Subscriber in exchange for the right to access and use the Features associated with the selected Tier, any Additional Features, any Extra Usage and any Customisation Services.

Features means an item of functionality associated with a Tier that is made available to a Subscriber use of the Platform.

Integration means a third party software application available as a service that is available to be accessed from the Subscriber’s Website depending on the Tier selected.

End User means a person authorised by a Subscriber that has a right to access and use the Platform to manage and the Subscriber’s Website.

Event of Force Majeure means an unforeseen event beyond the control of the affected party, including an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, hacking, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, ransomware or other malicious code.

Extra Usage means Storage and Bandwidth.

Hosting means the provision of computer infrastructure, associated with and required by the Platform, which is necessary to host the Subscriber's Website.

Intellectual Property Rights (IP) means all copyright, patents, design rights, trademarks and service marks and computer programs, together with all trade secrets, know-how, database rights, rights to confidentiality, intellectual and industrial property rights and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration anywhere in the world.

Lite Tier means the Features that are made available to Subscriber s that have subscribed to use a Tier by with this name.

Non-Excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Oncord's Website means the website located at https://www.oncord.com/.

Personal Information in this Agreement refers to ‘Personal Information’ and Personal Data’ interchangeably and means:

Under Australian law, information or an opinion about an identified individual or a reasonably identifiable individual, whether;
1. the information or opinion is true or not, and
2. the information or opinion is recorded in a material form or not.
Under the General Data Protection Regulation any information relating to an identified or identifiable natural person (Data Subject), where an identifiable natural person can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

Platform means the Oncord’s website management system used as a software solution to enable Subscribers to edit, promote and host websites.

Server Location means the physical location where the Subscriber’s Website is hosted that includes, Australia, the United States and the United Kingdom.

Submitted Materials means any material including documents, Content or data provided by End Users authorised by the Subscriber to update and manage the Subscriber ’s Website.

Subscriber means the person or entity that has a Subscription to the Platform.

Subscriber's Website means the website that the Subscriber agrees is to be hosted and managed using the Platform and the selected Tier.

Subscription means the right to access and use the Features associated with the selected Tier for the Subscriber ’s Website.

Term means month to month.

Tier means the Lite Tier, the Business Tier and the Enterprise Tier with the associated Features and Data Use Limits that Oncord makes available for the Subscriber’s Website.

Upgrades means any modifications, changes to the Platform's Features and new or revised versions of the Platform's source code which may be applied by Oncord at its sole discretion.

Website means Oncord’s website located at https://www.oncord.com.

3.2 Interpretation

In this Agreement a reference to:

one (1) gender includes the others;
the singular includes the plural and the plural includes the singular;
a person includes a body corporate;
a document or instrument includes the document or instrumented as novated, altered, supplemented or replaced from time to time;
a Party includes the Party’s executors, administrators, successors and permitted assigns;
a statute, regulation or provision of a statute or regulation (Statutory Provision) includes:

that Statutory Provision as amended or re-enacted from time to time; and
a statute, regulation or provision enacted in replacement of that Statutory Provision;
test

including and similar expressions are not words of limitation;
where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;
headings and the table of contents are for convenience only and do not form part of this Agreement or affect its interpretation;
where a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day; and
a provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in it.

Operative part

4 Commencement and Term

4.1 Term

This Agreement commences on the day the Subscriber agrees to the terms and conditions contained in this Agreement and continues:

for the Term;
or until the date of termination of this Agreement in accordance with clause 13.

4.2 Subscribers right to access the Platform

On commencement of this Agreement and during the Term Oncord grants the Subscriber a revocable, non-exclusive, non-transferable, limited right to access and use the Platform for the Subscriber’s Website during in exchange for the payment of the Fees.

4.3 Data Use Limits

Each of Oncord's Tiers have Data Use Limits.
Where the Subscriber is:
1. on the Lite Tier and it exceeds the Data Use Limit they will be required to upgrade to the Business Tier;
2. is on the Business or Enterprise Plan and exceeds the Data Use Limit they are required to pay for Additional Features and Extra Usage.
Data limits are provided at https://www.oncord.com/pricing/.

4.4 Oncord’s attestation rights

Oncord may at is sole discretion elect to showcase the Subscriber's Website on the home page of Oncords Website.

4.5 Automatic renewal

If this Agreement is not terminated at least fourteen (14) days prior to the expiry of the then current Term, it will automatically renew for a period equal to the current Term, on the terms and conditions of the latest version of this Agreement published on Oncord's Website.
The Subscriber may cancel its Subscription at any time via their dashboard or by contacting Oncord. The cancelation will come into effect at the end of the then current Term.

5.1 Collection and processing of Personal Information using the Platform

Definitions for this clause

In this clause the following terms mean:

Data Processor means Oncord that provides the Platform for Subscribers to use to collect and process Personal Information about Data Subjects where the Server Location is the United Kingdom.

Data Controller means the Subscriber that collects and controls personal information about Data Subjects using the Subscribers Website where the Server Location is the United Kingdom.

Data Subject means the individual whose Personal Information is collected and stored in the a Subscribers Website where the Server Location is the United Kingdom.

Sensitive Information means:

information or an opinion about an individual’s:
1. racial or ethnic origin; or
2. political opinions; or
3. membership of a political association; or
4. religious beliefs or affiliations; or
5. philosophical beliefs; or
6. membership of a professional or trade association; or
7. membership of a trade union; or
8. sexual orientation or practices; or
9. criminal record;
10. health information about an individual; or
11. genetic information about an individual that is not otherwise health information; or
12. biometric information that is to be used for the purpose of automated biometric verification or biometric identification; or
13. biometric templates.

that is also Personal Information under the laws of Australia or the equivalent provision under the laws of the European Union and the United Kingdom.

5.2 Collection of Personal Information about Data Subjects using the Platform

If the Subscriber’s Website is used to collect Personal Information about clients or customers and potential clients or customers and the Server Location is the United Kingdom, then it is acknowledged that Oncord is a Data Processor and that the Subscriber is a Data Controller.
Oncord’s Data Processing Addendum will set out the duties and obligations of the Data Processor and Data Controller and shall apply to the extent that Personal Information processed under these terms, is subject to the GDPR.

5.3 Subscriber’s obligation to obtain consent to collect Personal Information from Data Subjects

Regardless of the Server Location, the Subscriber must obtain consent to collect and store Personal Information about Data Subjects in the Platform.
Consent must be:
1. Freely Given:
  Consent must be a clear and affirmative action by the Data Subject, not obtained through ‘pre-checked boxes’ or inactivity.
2. Specific:
  Consent should be specific to the defined purpose(s) for which the Data is being collected.
3. Informed:
  Data Subjects must be provided with clear and easily understandable information about the data being collected, the purpose of processing, and their rights before giving consent.
4. Unambiguous:
  Consent should be expressed through a clear statement or a positive action that indicates the Data Subject's agreement to the purpose of collection by the Subscriber.
5. Capable of being withdrawn:
  Data Subjects have the right to withdraw their consent at any time, free of charge, and the Data Controller must make the withdrawal process as easy as providing consent.
Collection of Personal Information about Children
Consent to the collection of Personal Information about a child (under sixteen (16) years of age) must be provided by a parent or guardian before any Personal Information can be collected or processed by the Subscriber.

5.4 Collection of Sensitive Information via the Subscriber’s Website

The Subscriber must not collect Sensitive Information about Data Subjects unless it has obtained clear and unambiguous consent to its collection and:
1. it is being collected for employment-related purposes, including social security and social protection in any jurisdiction;
2. if the purpose of collection is for activities conducted by non-profit organisations with political, philosophical, religious, or union-related objectives;
3. when the Data Subject has made the Sensitive Information public;
4. for the establishment, exercise, or defence of a legal claims;
5. for reasons of significant public interest;
6. for preventive or occupational health purposes, assessing workplace capability, medical diagnosis, health or social care provision, or managing health or social care systems and services;
7. for matters of public interest in the domains of:
  1. public health;
  2. scientific or historical research; and
  3. statistical analysis.

5.5 Prohibition against collection of criminal record information

Collection of information about a Data Subjects criminal record using the Platform is strictly prohibited unless it is required for compliance with any recognised international standard or another exception applies.

6 Use of the Platform

6.1 Hosting of the Subscriber’s Website

The Subscriber acknowledges and agrees that by using the Platform that Oncord will be hosting the Subscriber’s Website. Oncord may host the Subscribers Website using any reasonable commercial grade third party hosting service.
Based on the Subscriber’s IP Address detected by the Platform on the Subscriber agreeing to these Terms of Use, Oncord will allocate the Subscriber’s Website to the most applicable Server Location.
The Subscriber may on request ask to move Server Locations the Subscriber’s Website by contacting support.support@oncord.com

6.2 Platform not locally available

The Subscriber acknowledges and agrees that the Platform:
1. will only be accessible using the internet (or other connection to third party servers) and will not be available "locally".
2. that the Platform or parts of it may be operated from servers owned and controlled by third parties. As such, certain functions are out of Oncord's control, which may include aspects of hardware maintenance, network administration, data storage, backups and disaster recovery.

6.3 Oncord can change the functionality of the Platform at its discretion

Oncord reserves the right to upgrade, maintain, tune, backup, amend, add to or remove items from, redesign, improve or otherwise alter the Platform (including offering new features) at its sole and absolute discretion.

6.4 Unintentional inaccessibility

From time to time, without notice, access to all or part of the Platform may be disrupted or limited. During such an interruption, Oncord will use reasonable endeavours to restore access to the Platform as soon as practicable.

6.5 Intentional inaccessibility

Oncord:

reserves the right to make some or all of the Platform inaccessible from time to time as required for Upgrades, maintenance and updates.
will use reasonable endeavours to provide Subscriber’s with advance notice, via the Oncord Website, of any inaccessible period but the Subscriber accepts this may not always be possible.
is not liable for any harm or damage Subscriber’s may suffer during either intentional or unintentional interruptions.

6.6 Errors

The Subscriber acknowledges and agrees there may be technical or administrative errors in the Documentation or the Platform.
Oncord reserves the right to do any of the following, at its absolute discretion, without notice:
1. correct any errors in the Documentation and Platform; or
2. update the Documentation and Platform

6.7 Security responsibilities

Oncord will use reasonable endeavours to ensure:

the Platform is secure from unauthorised access consistent with generally accepted industry standards; and
no viruses or other malicious code is introduced into the Platform.

6.8 Service level

Oncord will provide a service level of 99.9% network uptime per month excluding Permitted Down Times. In the event that the Service Level is not met for any given month, the Subscriber may on request, ask for a pro-rata rebate will be applied against the Fees payable at the commencement of the next Term. No rebates are payable if this Agreement is terminated.

7 Support

7.1 Support obligations

Provided that the Platform functions and is fit for purpose, Oncord has no obligation to provide support, maintenance, Upgrades, modifications or new releases of the Platform other than as described in this Agreement.
Without limiting this Oncord will, to the extent required by this Agreement:
1. provide such support as is necessary to ensure the Platform performs in accordance with the Documentation or other representations made on Oncord's Website;
2. backup the Subscriber’s Website on request; and
3. provide Platform status updates as reasonably required.
Oncord does not provide technical support on non-Platform issues. Oncord will not respond to emails pertaining to such requests. This includes but is not limited to, all third-party software, PHP, Javascript, Audio/Video, HTML, MySQL, FTP, and Email clients.

7.2 Backups

Oncord will make back-up copies of the Subscriber’s data daily and retain back-up copies for a minimum period of three (3) calendar months, after which time they are irrevocably destroyed.
If the Subscriber’s s stored data is lost or altered for any reason, the Subscriber will bear the direct and indirect costs of restoring the data.

8 Prohibitions on use

The Subscriber agrees that its End Users must not:

use the Platform for any purpose or in any manner other than as reasonably anticipated in this Agreement;
use the Platform in any way that could damage Oncord's reputation or goodwill;
reproduce, make error corrections to or otherwise modify or adapt any part of the Platform;
create any derivative works based on the Platform;
transfer, sublicense, rent, lease, lend or use the Platform for commercial time sharing or service bureau use;
modify or remove any copyright or proprietary notices associated with the Platform;
cause email to be sent using the Platform that is not compliant with the Spam Act 2003 (Cth) or local laws; and
in using the Platform, breach local laws in Oncord's or the Subscriber’s jurisdiction.

9 Submitted Materials

The Subscriber must not submit or cause to be submitted to the Platform whether in text or graphic format, any Content:
1. in breach of any advertising code or regulation;
2. which is misleading or deceptive or likely to mislead or deceive; which is the confidential information of any third party without the express consent of the third party;
3. which is illegal, unlawful, improper, harmful, threatening, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful, or otherwise objectionable;
4. promoting illegal activity, racism, hate or pyramid schemes;
5. that infringes the Intellectual Property Right of a third party;
6. or any other content deemed inappropriate by Oncord in its sole discretion.
The Subscriber grants Oncord a non-exclusive, royalty free license to use any Submitted Material uploaded by it to the Platform:
1. for purposes reasonably anticipated by this Agreement, including presenting the Subscriber's Website from the required Server Location; and
2. showcasing the Subscriber's Website on the home page of its website.
Take down procedure
Oncord reserves the right to remove any content from the Subscriber's Website which it reasonably believes does not comply with this clause or it is put on notice as being a breach of any bonafide third party’s copyright.

10. Warranties

10.1 Exclusion of warranties

The Subscriber agrees that:

the Platform may not be accessible at all times, be uninterrupted or operate error free;
the Platform is error free and will operate without bugs or viruses;
any of the technical information is without error or inaccurate;
the Platform is not immune to unauthorised access or security breaches beyond Oncord’s reasonable control; or
Oncord does not retain or keep old versions of data associated with the Subscriber’s Website beyond what is provided at clause 7.2(a).

10.2 Warranties as to capacity

Each Party represents and warrants to the other:

it has full power and authority to execute this Agreement and observe and perform all of its obligations;
it is not aware of any thing, matter or circumstance which may prevent it from fulfilling its obligations under this Agreement;
and it is not insolvent and no receiver, receiver and manager, provisional liquidator, liquidator or other officer of the court has been appointed in relation to all or any of its affairs or material assets.

11 Limitation of liability

11.1 Exclusion of liability:

Oncord is not liable to the Subscriber for any claim, loss, expense or damages, whether arising in contract, in tort (including negligence), in equity, by operation of law or otherwise arising out of or in connection with this Agreement or the services sold to the Subscriber except as expressly provided for herein.
Subject to any claims made because of a breach of a Non-Excludable Condition, Oncord, its employees, officers and agents are not liable for any loss or damage, including, but not limited to, direct or indirect Consequential Losses, or personal injury or death, however suffered or sustained in connection with:
1. an Event of Force Majeure;
2. any inaccurate or incorrect information provided to the Subscriber and its End Users in the Platform;
3. the Subscriber’s use of the Platform;
4. any failure or delay including, but not limited to, the use or inability to access the Platform;
5. any loss or downtime caused because the Subscriber’s Website cannot be accessed on the internet that was caused by a third party that is beyond Oncord’s control;
6. unauthorised access to, or corruption of the Subscribers Data;
7. the Subscriber’s breach of this Agreement; or any act or omission by the Subscriber’s End Users;
8. computer virus, trojan and other malware that is injected into the Platform by a malicious actor;
9. the Subscriber’s inability to access, its Data, the Subscriber’s 's Website or the Platform;
For claims that cannot be excluded or restricted under Australian Consumer Law, Oncord’s liability for such a claim will (at its option and to the extent permitted by law) be limited to:
1. in the case of inability to access the Platform: the re-supply of the Platform for the applicable period of time, paying the cost of the re-supplying of the Platform to the Subscriber;
2. in the case of services: the resupply of the services; or the payment of the cost of having the services resupplied.
Oncord excludes all implied guarantees, conditions and warranties from this Agreement except the Non-Excludable Condition.
Nothing in this Agreement attempts to limit or exclude Oncord’s liability in compliance with section 64 of Schedule 2 of the Australian Consumer Law.

12 Insurance requirements

Both Parties agree to maintain a cyber insurance policy that:
1. provides cover to itself for cyber incidents including but not limited to data breaches, ransomware attacks, business interruption due to cyber events, and cyber liability;
2. remains in effect throughout the Term of this Agreement; and
3. is obtained from a reputable insurance provider licensed to provide such coverage in the relevant jurisdiction of the Subscriber.

13 Indemnities

13.1 Indemnities

The Subscriber indemnifies, defends and holds Oncord harmless in respect of:

all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with the Subscriber’s breach of this Agreement;
libel, slander, defamation, product disparagement or indecent, false, misleading or deceptive conduct committed by the Subscriber and its End Users using the Platform;
breach of clause 7 (Submitted Material);
breach of clause 12 (Insurance Requirements);
infringement of any third party Intellectual Property Rights on the Subscriber’s Website;
piracy, counterfeiting, plagiarism, or unfair competition;
provision of incorrect, fraudulent or false information on the Subscriber’s Website;
negligent acts or omissions; and
losses that are beyond Oncords control caused by third party data centres where the Platform is hosted; and
any use of the Platform which brings about a claim by a third party.

13.2 Survival

This clause survives termination of this Agreement.

14 Privacy

14.1 Privacy Policy

The Subscriber agrees and consents to Oncord's handling of personal information in accordance with its Privacy Policy at https://www.oncord.com/legal/privacy/
Oncord may amend its Privacy Policy in its sole discretion. If Oncord amends its Privacy Policy, it will post the new Privacy Policy on it’s Website at https://www.oncord.com/legal/privacy/

Intellectual Property

15.1 Oncord's Intellectual Property Rights

All title, ownership rights and Intellectual Property Rights, including copyright in relation to the Platform is owned or used under licence by Oncord.
Without Oncord's express prior written consent, the Subscriber must not and will not permit any person to:
1. directly or indirectly alter, replicate, copy, recreate, create derivative work from, decompile, reverse engineer, reverse assemble, reverse compile, enhance, interfere with (or with part of) the Platform;
2. obtain, modify or use any source or object code, architecture, or algorithms contained in the Platform;
3. interact with any Oncord trade mark (whether registered or not) that could cause any adverse effect to Oncord's ownership and/or rights to the Intellectual Property;
4. copy or reproduce, or create an adaptation or translation of, all or part of the Platform in any way, except to the extent that reproduction occurs automatically through its ordinary use;
5. incorporate all or part of the Platform in any other webpage, site, application or other digital or non-digital format;
6. (subject to other rights explicitly granted under this Agreement) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Platform on any medium;
7. do anything that will infringe the Intellectual Property Rights of any third party; or
8. attempt to do any of the above.

15.2 Subscriber's Intellectual Property

Nothing in this Agreement will transfer ownership of the Submitted Material to Oncord.

15.3 Threats and action

If the Subscriber becomes aware of any infringement or threatened infringement of any Intellectual Property Rights, it must give notice to Oncord including full particulars of the infringement. Oncord may, in its absolute discretion, may institute and prosecute an action against the infringer.

15.4 Provide all assistance

The Subscriber must execute all documents and do all things reasonably necessary to aid and co-operate in the prosecution of any actions brought by Oncord under this clause.

15.5 Survival

This clause survives the termination of this Agreement.

16 Termination

16.1 Termination by Notice

Either Party may terminate this Agreement by providing the other Party fourteen (14) days' notice to the other.
If this Agreement is terminated in accordance with this clause 15.1, this Agreement will terminate at the expiry of the then current Term.

16.2 Termination by Oncord

Oncord may terminate this Agreement without notice if:
1. it no longer has the right to provide the Platform to Subscribers for any reason whatsoever;
2. the Fees are not paid by the Subscriber fourteen (14) days of the due date;
3. the Subscriber’s nominated credit card or direct debit account is unable to be charged the Fees on two (2) successive attempts; or
4. the Subscriber commits a breach of any of the essential terms of this Agreement that cannot be remedied.
If this Agreement is terminated in accordance with this clause 15.2, this Agreement will terminate immediately with access to the Platform being terminated by Oncord after the expiry of fourteen (14) days notice.

16.3 Effect of termination

On termination of this Agreement:

the Subscriber and its End Users will no longer have access to the Platform, the Submitted Materials or the Subscriber’s Website; and
Oncord may after providing a reasonable period of notice (being not less than fourteen (14) days), remove the Subscriber’s Website from the Platform and subsequently the internet after providing the Subscriber with the opportunity of migrating its Data.

16.4 Subscriber’s 's Website and Submitted Material

Although export and backup mechanisms exist in the Platform, the Subscriber’s Content and Data is stored on a server using a proprietary system licensed to Oncord. Consequently, no guarantees are given that the Subscriber’s Website, Submitted Material or Data can be migrated to any other system.

17 Miscellaneous provisions

17.1 Assignment

Oncord may assign this Agreement by notifying the Subscriber of the Assignment. The Subscriber cannot assign the terms and conditions contained in this Agreement without the express written consent of Oncord which may be withheld or if provided may be provided with conditions.

17.2 Entire agreement

This Agreement contains the entire agreement between the Parties in connection with its subject matter and supersedes all previous agreements or understandings between the Parties.

17.3 Event of Force Majeure

A Party who is prevented from performing any obligation under this Agreement (except an obligation to pay an amount of money) by the occurrence of an Event of Force Majeure is excused from the performance of any such obligation until they are no longer affected by the Event of Force Majeure.

17.4 Governing law and jurisdiction

This Agreement is governed by the law applicable in the State of Queensland, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Courts of Queensland, Australia.

17.5 Notices

Any communication under or in connection with this Agreement must be in writing and sent to:

a where the notice is addressed to the Subscriber, the email address it specifies on its account;

b or where the notice is sent to Oncord, to our email address (info@oncord.com).

17.6 Reliance

Neither party has entered into any contract under this Agreement in reliance on or as a result of any representation, promise, statement, conduct or inducement by the other otherwise than as set out in this Agreement.

17.7 Severability

Part or all of a provision in this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining parts of the provision or provisions of this Agreement continue in force.

17.8 Waiver of rights

A right may only be waived in writing, signed by the Party giving the waiver, and:

no other conduct of a Party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and
the exercise of a right does not prevent any further exercise of that right or of any other right.

Last updated 11 February 2025