Cloud Services Agreement

1. Acceptance and Scope

1. The Agreement is between Tiron Digital Pty Ltd (ABN 76 165 730 594) trading as Snapforms (Snapforms) and the individual or entity (Customer) that has clicked the “I agree” or “get started” button (or similar button or checkbox) that is presented to it prior to accessing the Cloud Service. If you are an individual entering into the Agreement on behalf of your employer or another legal entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such legal entity to the Agreement; (ii) you have read and understood the Agreement; and (iii) you agree to the Agreement on behalf of the employer or legal entity that you represent. If the foregoing sentence is applicable, any references to “Customer” in the Agreement shall refer to the employer or legal entity that you act on behalf of. If you do not have the legal authority to bind your employer or the applicable legal entity, please do not click “I agree” or “get started” (or similar button or checkbox) that is presented to you.
2. The Agreement sets out the terms and conditions under which Snapforms will provide the Services to the Customer.

2. Definitions

The following definitions apply:

Acceptable Use Policy has the meaning given at clause 6.3(a).

Agreement means, collectively, this Cloud Services Agreement (including the Consulting Schedule), the Order and any Statement of Work (if applicable). 

Australian Consumer Law means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Cloud Service means the ‘Snapforms’ cloud based software-as-a-service application suite (and any optional modules) available through https://snapforms.com.au/ that allows (among other things) the Customer to create online Forms in order to collect, store and manage information inputted into those Forms by Respondents. The Cloud Service excludes Third Party Applications. 

Cloud Services Agreement means, collectively, this cloud services agreement (including the Consulting Schedule) and the Order.

Claim means any claim, action, demand or proceeding.

Commencement Date means the date that the Customer clicked the “I agree” or “get started” button (or similar button or checkbox) in relation to the Agreement.

Confidential Information means any information relating to or disclosed in the course of the Agreement which is in fact, or a reasonable person would regarded as, or is marked as, confidential or proprietary to the Discloser, including information regarding the terms of the Agreement, Customer Data, technical information, internal policies, product designs, documents, records, sales data, forecasts, costs, financial information, product and business plans, systems of work, strategy, operations, internal procedures, customers, suppliers, competitors, projections, and marketing data.  Confidential Information does not include information that: (a) is in the public domain (unless it entered the public domain through breach of confidentiality by a Party); (b) is already known by the other Party at the time of disclosure and has not been obtained by the other Party either directly or indirectly from the disclosing party; or (c) is obtained lawfully from a third party without any restriction on the disclosure.

Consumer has the same meaning given to it by section 3 of the Australian Consumer Law.

Consulting Schedule means the ‘consulting services schedule’ at the end of this Cloud Services Agreement.  

Consulting Services means any general consulting, project management, configuration, feature development and/or training services related to the Cloud Service that are provided by Snapforms to the Customer.

Corporations Act means the Corporations Act 2001 (Cth). 

Customer Data means all data (including Personal Information), text, information, images, audio, video, photographs, software, and other content and material, in any format, provided by the Customer, Users and Respondents that is stored in, or run through, the Cloud Service but excludes any Confidential Information of Snapforms.

Deliverables means any deliverable, material, output and training documentation that Snapforms provides, or grants access, to the Customer in connection with the Consulting Services.

Discloser has the meaning given in clause 10. 

Fees means the fees payable by the Customer to Snapforms for the Cloud Service ordered as specified in the Order. 

Force Majeure Event means any act, event or cause, other than lack of funds, affecting a Party that is outside that Party’s reasonable control, including, but not limited to: (a) war, acts or threats of terrorism, riots, revolutions, civil war, acts or threats of sabotage, national emergency (whether in fact or law), imposition of martial law, government requisition or any unlawful act against public order or authority; (b) adverse weather conditions, acts of God and destruction by natural disasters including landslides, earthquakes, tsunamis, fires, storms, cyclones and floods; (c) epidemics, pandemics, quarantines, radiation and radioactive contamination; (d) boycotts, strikes, industrial disturbances; or (e) an ongoing internet or telecommunications outage. 

Form means any online form, survey or questionnaire created or used by the Customer using the Cloud Service. 

GST has the meaning given to it under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Initial Term has the meaning given in clause 3(a). 

Insolvency Event in relation to a Party, means anything that reasonably indicates that there is a significant risk that that Party is or will become unable to pay its debts as they fall due.  This includes: (a) a meeting of the Party’s creditors being called or held; (b) a step being taken to make the Party bankrupt or to wind the Party up; (c) the appointment of a controller or administrator as defined in section 9 of the Corporations Act; (d) the Party entering into any type of arrangement with, or assignment for the benefit of, all or any of its creditors; (e) the Party being made subject to a deed of company arrangement; or (f) a step being taken to have a receiver, manager, liquidator or provisional liquidator appointed to the Party or any of its assets.

Intellectual Property Rights means all present and future intellectual property or other proprietary rights including copyright, registered and unregistered trademarks, designs, patents and any rights in respect of inventions, circuit layouts, computer programs, business or domain names, know how, trade secrets, arising anywhere in the world and whether registered or unregistered and includes any moral rights. 

Law means any statute, regulation or other statutory provision.

Loss means any loss, damages, liability, costs and expense (including legal fees).

Malicious Code means any computer code, file or script designed to damage (or detrimentally interfere with) software or data including any virus, worm, time bomb or trojan horse.

Order means the online order completed by the Customer via the Cloud Service which contains certain terms of the Customer’s order for the Cloud Service including: (a) the name and contact details of the Customer; (b) the Plan selected by the Customer and the applicable Fees; (d) the Initial Term; (e) the applicable billing details, billing cycle and payment terms; and (f) any other relevant matters.  

Party means a party to the Agreement and “Parties” means both of them. 

Personal Information has the same meaning as under the Privacy Act.

Plan means a particular subscription plan offered by Snapforms which includes a set software features, User limits, usage limitations and restrictions in relation to the Cloud Service. 

Privacy Act means Privacy Act 1988 (Cth).

Privacy Policy means Snapforms’ privacy policy located at https://snapforms.com.au/privacy-policy/.

Related Body Corporate has the same meaning as under the Corporations Act. “Related Bodies Corporate” is to be interpreted accordingly. 

Renewal Term has the meaning given in clause 3(b).

Respondent means any third-party individual or entity who, at the invitation of the Customer or User, answers, completes or inputs any information into a Form.

Service Level Agreement means the service level agreement located at www.snapforms.com.au/sla/.

Services means, collectively, the Cloud Service and Consulting Service (if any). 

Statement of Work means a statement of work that is executed by the Parties in respect of the provision of Consulting Services that incorporates the terms of this Cloud Services Agreement.    

Term means, collectively, the Initial Term and subsequent Renewal Term(s) (if any).

Third Party Applications means applications, software, websites, integrations or services provided by a party other than Snapforms that interoperate with the Cloud Service or may be accessed through, within, or in conjunction with Customer’s use of the Cloud Service.

User means the Customer’s employees, Related Bodies Corporate, consultants, contractors and agents who are authorised by the Customer to use the Cloud Service pursuant to the Agreement. A User does not include a Respondent.

3. Term and Renewal

1. This Cloud Services Agreement commences on the Commencement Date and shall continue for the period specified in your Order (Initial Term) unless terminated earlier in accordance with the terms of the Agreement.
2. Unless otherwise set out in the Order, the Term will automatically renew for additional and consecutive periods equal to the Initial Term (each, a Renewal Term) unless:
   1. the Customer provides Snapforms with 24 hours; or
   2. Snapforms provides the Customer with 30 days,
   3. written notice prior to the expiry of the Initial Term or then-current Renewal Term (as applicable) of its intention not to renew.

4. Cloud Service

4.1 Grant of rights

4.2 Modification to cloud service

At any time during the Term, Snapforms may, at its absolute discretion, update, upgrade, change or modify the functions or features of the Cloud Service (Update). Any Update to the Cloud Service will not materially reduce the level of performance, security or availability of the Cloud Service during the Term. The terms of the Agreement shall apply to any Update made to the Cloud Service during the Term.

4.3 Third party applications

5. Free Trial

6. Customer Obligations

6.1 General responsibilities

6.2 Restrictions

The Customer must not, and must not cause nor permit Users, Respondents or any other person to:

6.3 Acceptable use policy

The Customer must not, and must not cause nor permit Users, Respondents or any other person to:

6.4 Users and Respondents

7. Fees

7.1 Billing and payment

7.2 Changing plan

7.3 Usage in excess of plan

7.4 GST

Unless otherwise stated, all Fees and Consulting Fees are exclusive of GST. A Party must pay GST on a Taxable Supply made to it under the Agreement, in addition to any consideration (excluding GST) that is payable for that Taxable Supply.  It must do so at the same time and in the same way as it is required to pay the consideration for the Taxable Supply. A Party making a Taxable Supply to another Party under the Agreement must issue a Tax Invoice to the other party, setting out the amount of the GST payable by that other party. For the purposes of the Agreement, “GST”, “Taxable Supply” and “Tax Invoice” shall have the meaning attributed to those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

8. Mutual warranties

Each Party represents and warrants to the other that:

1. it has full authority to enter into the Agreement; and
2. it has, and will maintain throughout the Term, all necessary powers, authority and consents to fully perform its obligations and duties under the Agreement.

9. Service Levels

If the Customer is subscribed for an ‘Enterprise’ Plan in the Order, then the terms of the Service Level Agreement will apply and are incorporated into the terms of the Agreement.

10. Confidential information

1. Subject to clause 10(b), a Party receiving Confidential Information (Recipient) from the other Party (Discloser):
   1. must keep the Confidential Information of the Discloser secret, and not disclose or permit its disclosure to any person, except to:
      1. its employees, officers and agents who require access to it for the purposes of the Agreement; or
      2. to its professional advisers,

      provided they are informed of and comply with the same obligations of confidentiality regarding that Confidential Information as specified under this clause 10(a);

   2. must only use the Confidential Information of the Discloser for the purposes of the Agreement; and
   3. agrees that it is responsible for any misuse by its employees, officers, agents or professional advisers of the Discloser’s Confidential Information.

2. Notwithstanding clause 10(a), a Recipient may disclose Confidential Information of the Discloser:

   1. if a disclosure is required by Law, but the Recipient intending to make the disclosure must first notify the Discloser and the Discloser may take action to object to that disclosure; or

   2. to the extent such disclosure is authorised by the Agreement.

3. All Confidential Information disclosed by a Discloser remains the property of the Discloser.

11. Privacy

1. Each Party must comply with its respective obligations pursuant to the Privacy Act 1988 (cth) in connection with the Agreement.
2. Snapforms must comply with its Privacy Policy. The Privacy Policy is subject to change at Snapforms’ discretion and any such change will become effective on the date it is posted on Snapforms’ website.
3. The Customer must obtain all consents from the individuals (including Users and Respondents) to whom any Personal Information relates in order for Snapforms to perform the Services and otherwise exercise its rights and obligations under the Agreement.

12. Customer Data

12.1 Customer’s grant of rights

1. The Customer grants to Snapforms (and its third-party service providers) a non-exclusive right to use, modify, develop, process, publish, disclose and transmit Customer Data as is necessary for Snapforms to provide the Cloud Service in accordance with the Agreement.
2. The Customer acknowledges that the Cloud Service relies on systems, networks and facilities supplied by third-parties, and that Snapforms may supply Customer Data to its third-party service providers to the extent necessary to enable Snapforms to provide the Cloud Service.

12.2 Forms

1. If the Customer publishes a Form, that Form, including any Customer Data that the Customer has chosen to include (Public Information) will be made available to the public on the internet via a webpage (Publication). Public Information will not be kept confidential or secure by Snapforms and remains the responsibility of the Customer. For the avoidance of doubt, the Publication of Public Information will not be a breach of clauses 10 (Confidential Information) or 12.3 (Security) by Snapforms. This information does not include Respondent data and is defined as Public Information made available by the Customer for the purpose of supporting completion of the Form and providing other relevant information about the Customer.
2. The Customer is solely responsible for all Customer Data residing within a Form.

12.3 Security

Snapforms must maintain commercially reasonable administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of the Customer Data.

12.4 Third party applications and customer data

The Customer acknowledges that when the Customer enables or uses Third Party Applications in conjunction with the Cloud Service, Snapforms may allow the providers of those Third Party Applications to access Customer Data as required for the interoperation of such Third Party Applications with the Cloud Service. Snapforms will not be responsible for any use, disclosure, modification or deletion of Customer Data resulting from any such access by providers of Third Party Application. While Snapforms partners with industry-standard Third Parties, the Customer further acknowledges and agrees that Snapforms disclaims any liability for the data privacy practices, security measures, and actions of such Third Party Applications or their providers. Any exchange of data with Third Party Applications is conducted solely at the Customer’s risk.

12.5 Third party payment providers

Snapforms may make available Third Party Applications that provide payment gateway or payment processing services to the Customer (Payment Providers). The Customer, Users and Respondents must only input, transmit or upload credit or payment card information via the Third Party Applications provided by Payment Providers. The Customer, User and Respondents must not input, transmit or upload any credit or payment card information directly into the Cloud Service.

The Customer acknowledges that Snapforms has no control over, and assumes no responsibility for, any financial third parties, including but not limited to payment processors, financial institutions, or any services facilitating financial transactions. Snapforms disclaims all liability arising from the Customer’s interactions with such financial third parties, and the Customer agrees that any engagement with these entities is solely between the Customer and the respective third party.

12.6 Backups

The Customer is solely responsible for preparing and maintaining backups of Customer Data.

12.7 Retrieval and deletion

1. Prior to the expiry or termination of the Agreement, and conditional upon Customer having paid all Fees and Consulting Fees that are due and payable to Snapforms in accordance with the Agreement, the Customer may request a copy of its Customer Data. Snapforms will make the Customer Data available for retrieval by the Customer in a machine readable format within 14 days from the date of a request by the Customer and such Customer Data will remain available for retrieval for a period of 30 days.
2. Except as may be required by law, Snapforms will delete or otherwise render unrecoverable any Customer Data that remains in the Cloud Service within 30 days of the expiry or termination of the Agreement.

12.8 Customer data warranty

The Customer represents and warrants that the Customer Data does not, and will not, infringe upon the Intellectual Property Rights of any third party.

13. Intellectual Property

1. Snapforms and/or its licensors retain all ownership and Intellectual Property Rights in, and related to, the Services and Deliverables.
2. The Customer retains all ownership and Intellectual Property Rights in, and related to, the Customer Data.

14. Analyses & Monitoring

1. In addition to the rights granted under clause 12.1(a) and notwithstanding anything to the contrary in the Agreement, Snapforms:
   1. may collect anonymised data related to, or resulting from, the processing of Customer Data from which neither the Customer nor any individual can be identified or is reasonably identifiable (Anonymous Data); and
   2. may then manipulate, process, deal, reproduce, distribute and permanently retain such Anonymous Data in order to provide the Cloud Service and for the following purposes: product improvement, statistical analysis, aggregation with other data, benchmarking, publication and for the display through widgets to any user or customer of the Cloud Service (including users or customers unrelated to the Customer)(Analyses).
2. Snapforms retains all ownership and Intellectual Property Rights in, and related to, Analyses.
3. Snapforms may use monitoring tools that may collect, store and use Customer Data residing in the Cloud Service in order to:
   1. facilitate Snapforms’ operation of the Cloud Service;
   2. help resolve Customer service requests;
   3. help detect and address threats to the functionality, security, integrity, and availability of the Cloud Service as well as any content, data, or applications in the Cloud Service; and
   4. help detect and address illegal acts or violations of the Acceptable Use Policy.

15. Feedback

The Customer grants Snapforms a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Cloud Service (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback provided to Snapforms by the Customer or any User.

16. Indemnities

16.1 Claims

1. Subject to the remainder of this clause 16:

   1. If a third party makes a Claim against Snapforms in connection with the Customer Data (including any claim that the Customer Data infringes that third party’s Intellectual Property Rights), then the Customer must defend Snapforms against the Claim and will indemnify and hold harmless Snapforms against any Loss suffered by Snapforms arising as a result of the Claim;

16.2 Process

If either Party receives a Third Party Claim (Indemnified Party) for which it seeks indemnification under clause 16.1, then:

1. the Indemnified Party must notify the other Party (Indemnifying Party) as soon as reasonably practicable;
2. the Indemnifying Party must defend or settle the Third Party Claim at its own cost;
3. the Indemnifying Party must obtain the Indemnified Party’s prior written approval to any proposed settlement or compromise (which must not be unreasonably refused); and
4. the Indemnified Party must provide reasonable assistance requested by the Indemnifying Party in defending or settling the Third Party Claim.

16.3 Exclusions

1. Snapforms will have no liability for any Third Party Claim brought against the Customer to the extent that the Third Party Claim arises from:
   1. breach by the Customer of the Agreement;
   2. modifications to the Cloud Services by the Customer not expressly approved by Snapforms; or
   3. use of the Cloud Services in conjunction with any product or service not provided, or specifically approved by, Snapforms.
2. The Customer will have no liability for any Third Party Claim brought against Snapforms to the extent that the Third Party Claim arises from Snapforms’ use of the relevant Customer Data other than as authorised under the Agreement.

16.4 Exclusive remedy

This clause 16 sets out the sole, exclusive and entire liability of each Party to the other Party, and is the other Party’s sole remedy, in relation to Third Party Claims.

17. Liability

1. Except for each Party’s respective obligations pursuant to clause 16, in no event will either Party or their respective Related Bodies Corporate be liable for any:
   1. indirect, consequential, incidental, special, punitive or exemplary loss or damage; or
   2. any loss of revenue, profits, sales, goodwill, reputation, data or data use,

   arising out of, or in connection with, the Agreement.

2. Except for each Party’s respective obligations pursuant to clause 16 and subject to clause 17(a), in no event shall the aggregate liability of either Party or their respective Related Bodies Corporate arising out of or related to this Agreement, whether in contract, tort, or otherwise, exceed an amount equal to the sum of the Fees and Consulting Fees actually paid by the Customer to Snapforms under the Agreement during the twelve (12) month period immediately preceding the event giving rise to such liability.

18. Suspension

1. Snapforms may suspend (Suspension) the Customer’s and/or User’s access to, or use of, the Cloud Service if Snapforms believes that:
   1. there is a significant threat to the functionality, security, integrity, or availability of the Cloud Service or any content, data, or applications in the Cloud Service; or
   2. there is a breach of the Acceptable Use Policy.
2. When reasonably practicable and lawfully permitted, Snapforms will provide the Customer with advance notice of any Suspension. Snapforms will use reasonable efforts to re-establish access to, and use of, the Cloud Service but only after Snapforms determines that the issue causing the Suspension has been resolved.

19. Termination

19.1 Termination for cause

1. Either Party may immediately terminate the Agreement by written notice to the other Party if:
   1. the other Party commits a material breach of the Agreement that is not rectifiable;
   2. the other Party commits a material breach of the Agreement that is not rectified within 30 days of the breaching Party receiving notice from the non-breaching Party requiring it to rectify the breach; or
   3. an Insolvency Event occurs to the other Party.
2. Snapforms may immediately terminate the Agreement by written notice if:
   1. any payment (including any Fees or Consulting Fees) due from the Customer pursuant to the Agreement remains unpaid for a period of 30 days;
   2. the Customer breaches clause 6.2; or
   3. the Customer infringes the Intellectual Property Rights of Snapforms or its licensors.

19.2 Consequences of termination

1. If Snapforms terminates the Agreement in accordance with clause 19.1:
   1. Snapforms immediately ceases to have any further obligations to perform the Services and the Customer, Users and Respondents must immediately cease all access to, and use of, the Services;
   2. the Customer will forfeit any Fees and Consulting Fees it prepaid for the period following the date of termination;
   3. the Customer must, within 14 days, pay all Fees and Consulting Fees:
      1. that have accrued and are payable prior to the date of termination; and
      2. that would have been payable but for the termination for the period following the date of termination until expiry of the then-current term (being the Initial Term or a Renewal Term, as applicable).
2. If the Customer terminates this Agreement in accordance with clause 19.1(a):
   1. Snapforms immediately ceases to have any further obligations to perform the Services and the Customer, Users and Respodents must immediately cease all access to, and use of, the Services; and
   2. Snapforms will, within 14 days, refund any Fees and Consulting Fees prepaid by the Customer for the period following the date of termination.
3. Any termination of the Agreement will not affect:
   1. any accrued rights or liabilities of either Party; and
   2. the provisions specified in clause 21.1 which survive termination or expiry.

20. Force Majeure

1. If a Force Majeure Event occurs and a Party is not able to partially or wholly perform its obligations (Affected Party) under the Agreement, then, the Affected Party’s obligations under the Agreement will be suspended to the extent that the Affected Party is prevented from performing its obligations by the Force Majeure Event, provided that a Force Majeure Event does not relieve or suspend the Customer’s obligation to pay money pursuant to the Agreement.
2. The Affected Party must notify the other party as soon as practicable after the Force Majeure Event arises.
3. The Affected Party must use its reasonable efforts to take steps to overcome the effects of the Force Majeure Event and to resume its obligations under the Agreement as soon as practicable.
4. If the Force Majeure Event continues for more than 90 days, either Party may immediately terminate the Agreement by written notice to the other Party.

21. Other Terms

21.1 Survival

The following clauses of the Agreement survive termination or expiry of the Agreement; clause 10 (Confidential Information), clause 12.7 (Retrieval and deletion) clause 14 (Analyses and monitoring), clause 15 (Feedback) clause 16 (Indemnities), clause 17 (Liability), clause 19.2 (Consequences of Termination) and clause 21 (Other terms).

21.2 Order of precedence

In the event of any inconsistency between:

1. the terms of the Cloud Services Agreement and a Statement of Work, the terms of the Cloud Services Agreement shall prevail to the extent of any inconsistency; or
2. the terms of the Order and the Cloud Services Agreement, the terms of the Order shall prevail to the extent of any inconsistency.

21.3 Interpretation

1. Headings are for convenience only and do not affect interpretation.
2. Mentioning anything after includes, including, or similar expressions, does not limit what else might be included.
3. The singular includes the plural, and the converse also applies.

21.4 Assignment

Neither Party may novate its rights and obligations under the Agreement without the written consent of the other Party, which must not be unreasonably withheld. Notwithstanding the foregoing, Snapforms may assign or novate its rights and/or obligations under the Agreement without the Customer’s consent to: (a) a Related Body Corporate; or (b) an entity that acquires all or substantially all of Snapforms’ business or assets. The Customer must execute and deliver any further documents and do all acts and things as may be required by Snapforms to give effect to an assignment or novation pursuant to this clause 21.4.

21.5 Relationship

The relationship between the Parties under the Agreement is that of independent contractors. The Agreement does not create any joint venture, partnership, agency or employment relationship between the Parties.

21.6 Notices

Any notice, notification or other formal communication in connection with the Agreement will be provided to the other Party in writing. Snapforms may provide notice to the Customer via the email address it provided in the Order or via any notification functionality within the Cloud Service. Any notice provided by the Customer must be provided to the following email address: contact@snapforms.com.au

21.7 Further assurances

Each Party must do anything necessary (including executing agreements and documents) to give full effect to the Agreement.

21.8 Amendment

Snapforms may, from time to time, amend the terms of the Agreement (include the Fees) by providing the Customer with 30 days written notice (Period). The amendment will become effective and binding upon the Parties upon expiration of the Period.

21.9 No waiver

A failure to exercise or a delay in exercising any right, power or remedy under the Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made in writing.

21.10 Entire agreement

The Agreement embodies the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes any prior negotiation, arrangement, understanding or agreement with respect to the subject matter or any term of the Agreement.

21.11 Governing law

The Agreement is governed by the substantive and procedural laws of the State of Victoria, Australia and the Parties agree to submit to the exclusive jurisdiction of, and venue in, the courts in Victoria, Australia in any dispute relating to the Agreement.

21.12 Costs

Each Party must bear its own costs arising out of the negotiation, preparation and execution of the Agreement.

21.13 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed, and the remaining provisions of the Agreement shall remain in full force and effect.

 

Consulting Services Schedule

1. Placing Consulting Orders
   1. The Parties may agree from time to time during the Term that Snapforms will perform certain Consulting Services pursuant to a separate Statement of Work.
   2. When Consulting Services are requested by the Customer, Snapforms will prepare and issue to the customer a draft Statement of Work. If the Statement of Work is fully executed by the Parties, it will form part of the Agreement.
2. Consulting Services
   Snapforms will perform the Consulting Services in accordance with the terms of the Statement of Work and this Cloud Services Agreement.
3. Grant of Rights
   1. Snapforms grants to the Customer a non-exclusive, non-transferable, non-sublicensable, right to access and use the Consulting Services and the Deliverables during the Term within the borders of Australia solely for the Customer’s internal business operations and in connection with its authorised use of the Cloud Service pursuant to the Cloud Services Agreement.
   2. Subject to the licence granted at clause 3(a) of this Consulting Schedule, the Customer may permit its Users to access and use the Consulting Services and Deliverables.
4. Customer obligations
   1. If Snapforms’ employees, consultants, contractors or agents are providing any of the Consulting Services at Customer’s premises, the Customer must provide a safe and healthy work environment in accordance with applicable health and safety laws in the state or territory in which the Consulting Services are being performed.
   2. Unless Snapforms provides its written consent, the Customer must not record, stream or otherwise capture any performance or aspect of the Consulting Services including, but not limited to, any training.
   3. Upon the expiration or termination of the Agreement, the Customer must immediately return all Deliverables in its possession (whether in digital or physical form) to Snapforms.