Terms of Use

A.C.N.600 371 668 (we, us, our, or Elvanto).

1. This Agreement

1.1. Accepting this Agreement

  1. By using Elvanto, you agree to comply with and be bound by the terms and conditions of this Agreement, together with any relevant Policy applicable to your Account type. These terms govern your access to and use of the Website and the Service.
  2. If you do not agree to these terms, you have no right to obtain information or otherwise continue using the Website or the Service.
  3. These terms are binding on any use of the Website and apply from the time you first access the Website.
  4. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.
  5. By using the Service you acknowledge that you have read and understood this document and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to this agreement on behalf of any entity for whom you use the Service.
  6. We may amend this Agreement at any time by posting with 30 (thirty) days notice the new terms and conditions on the Website, unless otherwise stated in this Agreement.

1.2. Contacting us

Please email us at info@elvanto.com if you have any questions relating to these terms and conditions.

2. Definitions

2.1. Definitions

Unless the terms and conditions of the Agreement explicitly state otherwise, expressions used in the Agreement have the following meanings:

Account means any form of account for the Service including whether it is paid for, is opened for you to test the Service or for the purpose of demonstration.

Agreement means this document and the Policies.

Authorised Users means any user who has been granted permission to manage, access or make decisions concerning a Group Account by the owner of that Group Account.

Controller has the meaning given to it in the GDPR.

Customer Data Incident means a breach of our security leading to an accidental or unauthorised access, alteration, loss, destruction or disclosure of Customer Data on systems which we mange or otherwise control.

Data means any material including documents, information or data provided by you to us by way of the Software.

Data Subject has the meaning given to it in the GDPR.

EEA means the European Economic Area.

EEA Law means the law for the time being of the European Union or of any European Union member state.

Effective Date means:

  1. 25 May 2018, if you signed up for an Account, commenced use of the Service or otherwise agreed to the terms of this Agreement on before that date; or
  2. the date on which you signed up for an Account, commenced use of the Service or otherwise agreed to the terms of this Agreement, if that date is after 25 May 2018.

Feature means the functionality options of the Software.

GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of Personal Data, and repealing Directive 95/46/EC.

Group Account means the Account type intended for Churches to use the Services. A Group Account can be a Paid Account or a free account.

Individual Users means individuals with whom you are associated and whom you direct, encourage or enable to provide Personal Data to us for the purpose of the Service.

Intellectual Property Right means all present and future rights conferred by statute, common law or equity (and all moral rights) in, or in relation to, business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Law means any law applying to the provision or use of the Services.

Member Account means the membership account intended for Church members.

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.

Paid Account means paid Account intended for Churches to use the Services.

Privacy Law means the relevant law concerning the collection, use and disclosure of information which may identify an individual and which law is binding on you, which may include:

  1. the Privacy Act 1988 (Cth) and any code registered under the Privacy Act or Australian Privacy Principles; or
  2. the GDPR.

Privacy Policy means, as the circumstances require, either Elvanto's EU Privacy Policy, which is available at www.elvanto.com/eu/ or Elvanto's Privacy Policy which is available at www.elvanto.com, as amended by Elvanto from time to time.

Personal Data, for information for which the Privacy Law:

  1. is the GDPR, has the meaning given to it in the GDPR; and
  2. is the Privacy Act 1988 (Cth), has the meaning given to "personal information" in the Privacy Act 1988 (Cth).

Policy means an Elvanto policy concerning use of the Service as amended by Elvanto from time to time and includes the API Policy, the Email Policy and the Privacy Policy,

Posted Content means all information, graphics, HTML, text, software and materials which are uploaded by you to the Software.

Processor has the meaning given to it in the GDPR.

Processing has the meaning given to it in the GDPR.

Reports means the document created using the Reporting Service.

Reporting Service means the feature of the Software which generates documents using Data that is connected to your Account.

Representative has the meaning given to it in the GDPR.

Sensitive Data has the meaning given to it in the GDPR.

Service means any service provided by Elvanto by way of the Software.

Software means the cloud-based Church management software owned and designed by Elvanto.

Sub-processor has the meaning given to it in the GDPR.

Subscription Period has the meaning given to it in the Payment Terms.

Term means the period of time referred to in clause 3.3.

You means a person or entity using the Services.

Website means, as the circumstances require, the website located at www.elvanto.com or www.elvanto.com/eu/.

3. User Account

3.1. Accessing the Services

By registering for an Account you consent to gain access to the Services immediately.

3.2. Account Types

  1. You acknowledge and agree that to receive the benefit of the Services, you may be required to create an Account with us.
  2. If you require an Account, you acknowledge that we offer various account types, and it is your responsibility to review and evaluate your individual situation to determine which account type is appropriate for you.
  3. You acknowledge that a Member Account, may need to be to be associated with a Group Account and if this is required, your Member Account may need to be confirmed by the Group Account prior to your Member Account being associated with a Group Account.

3.3. Term

The term of this Agreement commences on the Effective Date and continues until:

  1. you cancel your Account;
  2. in the case of Paid Accounts, at the expiry of a Subscription Period;
  3. we terminate the Agreement; or
  4. in the case of Member Accounts:
    1. you cease being a member of the Church associated with the Group Account;
    2. your linked Group Account ceases to use the Service; or
    3. we terminate the Agreement.

3.4. Provision of information by Client

You agree to provide any information reasonably requested by us for the purpose of setting up your Account and operating the Service. You warrant that:

  1. all of the information that you provide to us is accurate and complete in all respects; and
  2. you will inform us by updating your Account details whenever any such information changes.

3.5. Declining Your Account

  1. We reserve the right to reject any new Account in our absolute discretion.
  2. If we decline a Paid Account after a payment for the Paid Account has been processed, we will refund the payment in full.

3.6. Authorised Users

  1. Group Accounts may designate Authorised Users.
  2. You will be responsible for ensuring that any person you designate as an Authorised Users complies with this Agreement.
  3. In the event that an Authorised User breaches this Agreement, we reserve the right to limit or suspend both the Authorised User Account and, depending on the nature of the breach, the Group Account.

3.7. Your Security Responsibilities

You are solely responsible for:

  1. keeping any usernames and passwords associated with your Account for the Services secure; and
  2. the use of your Account, irrespective of who is using it, even if it is used without your permission.

4. Features

4.1. Posted Content

  1. In respect of Posted Content, you warrant that you will not upload content:
    1. in breach of the Intellectual Property Rights of any third party;
    2. in breach of any law, including Privacy Law;
    3. affected by or containing any computer virus or malicious code;
    4. connected with "spam" or the process of "spamming";
    5. which is false, defamatory, misleading or otherwise deceptive in any way;
    6. which is financial, legal, medical or other professional advice;
    7. that is likely to offend, insult or humiliate based on race, religion, ethnicity, gender, age, sexual orientation; or
    8. in breach of any other clause of this Agreement.
  1. You agree that any comments or opinions that you express will be fair, accurate and genuinely held at the time of communication.

4.2. Elvanto not Responsible for Posted Content

We are not responsible for and make no warranties as to the accuracy of any Posted Content and will accept no liability for errors or omissions in general.

4.3. Reports

  1. You acknowledge that Reports created with the Reporting Service are created using Data uploaded, imported or submitted by parties other than us (for example you or another third party) and as such you acknowledge and agree that your use of the Reporting Service is at your own risk.
  2. You agree that we are not liable for any damage suffered by you, either directly or indirectly, as a result of your usage of the Reporting Service.

4.4. Other Features

  1. You agree that you will only use the Features as they are designed to be used.
  2. Use of a Feature is at your risk and you agree that we are not liable for any damage suffered by you, either directly, or indirectly, as a result of your usage of any Feature.
  3. We reserve the right to modify, change, amend, add or remove a Feature at any time without notice to you.

4.5. Right to Suspend

We reserve the right to:

  1. limit or suspend your access to the Services; and
  2. remove Data or Posted Content uploaded to the Services by you,

if in our reasonable opinion, you are in breach of any of the obligations or undertakings listed in this clause 4.

5. Payment

5.1. Accessing the Services

By registering for an Account you:

  1. consent to gain access to the Services immediately; and
  2. agree to be bound by this Agreement.

5.2. Pricing

  1. If you are accessing the Website from Australia, New Zealand, Canada, United Kingdom or within the European Union, the prices quoted on our Website will be displayed using the currency of your location. For all other locations, the price will be displayed in USD.
  2. We reserve the right to vary the prices for access to the Services from time to time (New Price) in the following manner;
    1. if you have a Paid Account, we will provide you with 30 (thirty) days notice of the New Price. The New Price will only be applicable for periods for which you have not yet paid. The price will not be varied retrospectively; and
    2. if you do not have a Paid Account, we may vary the price shown on the Website at any time without notice to you.
  3. The New Price will be effective from your next payment date and deemed accepted by you, unless you cancel your Paid Account before the end of the Subscription Period.

5.3. Selecting A Subscription Period

  1. To access the Services, you must select your payment periods and method at the time of registration. You may select either:
    1. a monthly subscription; or
    2. a pre-paid subscription for a specific period of time (being an annual subscription),
      (Subscription Period).
  2. You may pay by credit card or PayPal.
  3. We reserve the right to vary any aspect of the Subscription Period, including adding or removing a payment method by providing you with 30 (thirty) days notice.

5.4. Payments

  1. Unless your paid subscription has been purchased as a pre-paid subscription, your Subscription to the Services will automatically renew at the end of the subscription period, unless you cancel your paid subscription through your Account before the end of the current subscription period.
  2. The cancellation will take effect the day after the last day of the current Subscription Period unless at the time of your request, you request an immediate cancellation.

5.5. Default

If your payment option is declined, we reserve the right to suspend or limit access to the Services until such time as you have paid any amounts in arrears

5.6. Cancellation of Services

  1. If you wish to cancel your Paid Account, you may do so at any time by logging into your account, viewing the Admin Area > Billing & Plan page and filling in the 'Cancel Account' form.
  2. Cancellation may only be actioned by a user designated as a Super Admin.
  3. You acknowledge that cancelling your Paid Account does not entitle you to a full or partial refund for any monies paid for access to the Services.

5.7. Refunds

You may be entitled to a refund for the Services under certain circumstances in accordance with the relevant local laws.

If you reside in Australia, your refund will be assessed in accordance with the Australian Consumer Law.

You will not be eligible for a refund for the Services where you have simply changed your mind or if you no longer require them.

5.8. Submitting a Refund

  1. All refund requests must be made in writing to billing@elvanto.com and must include the reason for claiming the refund.
  2. We will endeavour to reply to all refund requests within 5 (five) Business Days. At the time of our reply, we will notify you if your refund request has been approved, if we require additional information, or if your requested refund has been rejected.

5.9. Issue of refunds

If we approve your refund request, the refund will be issued via the same payment method used by you. Please email us if you have not received your refund within 72 hours of receiving notification that a refund has been issued.

5.10. How refunds are calculated

  1. We may provide you with a discount if you pay upfront for a period of more than one month in advance. If you request a refund, the amount will be adjusted so that it does not include the original discount received. The refund will start from the following month, on the date of your subscription.
     
    Refund Example: A customer signs for a 12 month subscription on 21st April 2017 valued $1,000. The customer received a 20% discount for their 12 month commitment, so only paid $800. The customer then decided to cancel their subscription on the 9th September 2017. The refund was calculated for the period of 21st September 2017 until the 20th April 2018. The refund amount was $383.33 because they were no longer entitled to the 20% discount they received for committing to a longer period.
  2. If you pay monthly, you will not be entitled to a refund if it is requested after your final payment has been deducted.
  3. All refunds incur a $10.00 administrative fee.

6. Software

6.1. Services not locally available

You acknowledge and agree that the Software will only be accessible using the Internet (or other connection to our third-party servers) and will not be available "locally" from your own servers.

6.2. Parts of the services controlled by third parties

Subject to clause 8, you acknowledge and agree that the Software is operated from servers owned and controlled by a third party. As such, you acknowledge that certain functions are out of our control, including:

  1. cloud services for servers; and
  2. data storage and backup.

6.3. Elvanto can Change Services at Discretion

We reserve the right to upgrade, maintain, tune, backup, amend, add to or remove items from, redesign, improve or otherwise alter the Services at its sole and absolute discretion.

6.4. Unintentional inaccessibility

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

6.5. Intentional inaccessibility

We reserve the right to make some or all of the Services inaccessible from time to time as is required for upgrades, maintenance and updates. We will use reasonable endeavours to provide you with advance notice of any inaccessible period but you accept that this may not always be possible and we are not liable for any harm or damage you may suffer during an interruption.

6.6. Errors

  1. You acknowledge and agree that there may be technical or administrative errors in the information on the Software, including but not limited to errors with respect to product description, pricing and availability.
  2. We reserve the right to do any of the following, at our absolute discretion, without notice:
    1. change any price;
    2. correct any errors in the Software; or
    3. update the Software.

6.7. Our Security Responsibilities

  1. We will take reasonable steps to ensure that the Software is secure from unauthorised access consistent with generally accepted industry standards in our industry.
  2. For the Processing of Personal Data for a Controller, we will:
    1. implement and maintain technical and other measures to protect Personal Data against unauthorised access, alteration, loss, destruction or disclosure;
    2. provide reasonable assistance to the Controller to enable it to meet its GDPR obligations in relation to the security of Processing and the notification of Personal Data breaches; and
    3. provide reasonable assistance to the Controller to enable it to meet its GDPR obligations concerning data protection impact assessments.

6.8. Third party links

The Website may contain hyperlinks and other pointers to websites operated by third parties. We do not control these third party websites and are therefore not responsible for the content of any third party website or any hyperlink contained in a third party website. We provide the hyperlinks for your convenience only and do not indicate, expressly or implicitly, any endorsement, sponsorship or approval by us of a third party website or the products or services offered at a third party website. Your visit to a third party website is entirely at your own risk.

6.9. Delivery of support and maintenance

We will provide you with support and maintenance in respect of the Services via email, online chat and telephone only, as determined at our sole and absolute discretion.

7. Lawful use of service

7.1. Lawful Use

You undertake:

  1. not to upload, store or access any data on the Services if such access or storage would:
    1. breach any Intellectual Property Right;
    2. breach any Privacy Law; or
    3. breach any other Law or applicable code.

7.2. Prohibited conduct

You must not:

  1. provide false or misleading information with the purpose of altering your account plan and pricing;
  2. use the Website to post or transmit any material which interferes with other users or defames, harasses, threatens, menaces, offends or restricts any person or which inhibits any user from using the Website or the Internet;
  3. use the Website to send unsolicited email messages;
  4. in any way tamper with, hinder or modify the Website;
  5. knowingly transmit any viruses or other disabling features to the Website or via the Website;
  6. intentionally disable or circumvent any protection or disabling mechanism related to the Software;
  7. install or store any software applications, code or scripts on or through the Software;
  8. use the Services in any way which could be reasonably expected to interfere with or damage our network, any other operator's network, or another user's enjoyment of the Service;
  9. attempt any of the above acts or facilitate or assist another person to do any of the above acts.

7.3. Elvanto's right to suspend

We reserve the right to:

  1. limit or suspend your access to the Services; and
  2. remove data or content uploaded to the Services you,

if in our reasonable opinion, you are in breach of any of the obligations or undertakings in this Agreement.

8. Data Processing

8.1. Processing of Personal Data

If the GDPR applies to the Processing of Personal Data, it is agreed that:

  1. we are the Processor of the Personal Data under the GDPR;
  2. you are the Controller of the Personal Data under the GDPR;
  3. each of us agrees to comply with the relevant obligations of the GDPR as they apply to us concerning the Processing of the Personal Data;
  4. we will ensure that any employees involved in the Processing of Personal Data are bound by obligations of confidentiality and will not disclose Personal Data except to enable us to provide the Service or as required by Law;
  5. the subject matter and details of the Processing are:
    1. Subject Matter: We will Process the Personal Data for the purpose of providing you with the Services in accordance with this Agreement;
    2. Duration of the Processing: We will Process the Personal Data during the Term or for so long as we retain Personal Data in accordance with clause 14.1;
    3. Nature and Purpose of Processing: We will Process the Personal Data for the purpose of providing you with the Services in accordance with this Agreement;
    4. Categories of Personal Data: Personal Data concerning individuals provided by you to enable us to provide the Services or by Individual Users; and
    5. Data Subjects: Data Subjects include individuals whose Personal Data you have provided to us to enable us to provide the Services and Individual Users.

8.2. Your instructions

If the GDPR applies to the Processing of Personal Data and you are the Controller, you hereby instruct us only to Process the Personal Data for the purpose of providing the Service and in accordance with any of your written instructions unless we are prevented from doing so by Law, in which case we will notify you.

8.3 Compliance record

If the GDPR applies to the Processing of Personal Data and you are the Controller, we will maintain a record of:

  1. your name and contact details; and
  2. the categories of Processing carried out by us on your behalf.

8.4. Sub-processing

If the GDPR applies to the Processing of Personal Data and you are the Controller:

  1. you hereby consent to our appointment of third parties as Sub-processors:
    1. on the basis that we remain primarily liable to you for all relevant GDPR obligations and for the acts and omissions of the Sub-processor;
    2. if the Sub-processor and any employees involved in the Processing of Personal Data are bound by obligations of confidentiality no less onerous than those described in clause 8.1d.;
    3. if the Sub-processor only accesses and makes use of Personal Data to the extent necessary to perform the functions contracted to it by us and which are necessary for us to be able to provide the Services;
    4. if the Sub-processor is subject to the data protection obligations set out in Article 28(3) of the GDPR;
    5. including Amazon Web Services, Inc., SendGrid, Inc. and Pusher Ltd; and
  2. we will notify you of the name of any third party we intend to engage as a Sub-processor by publishing it on the Website or providing written notice to you ("Notification");
  3. if you object to the appointment of the third party referred to in the Notification as a Sub-processor, you may terminate this Agreement within 60 days of the date of the Notification by sending us written notice of such termination, which termination is your sole and exclusive remedy arising in the case of your objection.

9. Privacy policy

9.1. Privacy Policy

  1. You agree and consent to the handling of Personal Data in accordance with our Privacy Policy and this Agreement.
  2. If you are the holder of a Group Account or are an Authorised User of a Group Account, you agree to comply with the handling of Personal Data in accordance with our Privacy Policy and this Agreement.

9.2. Warranties concerning Privacy and Personal Data

If your Account type is a Group Account:

  1. we make no warranty as to whether your use of the Services will comply with your obligations under Privacy Law. It is your responsibility to determine whether the Services are appropriate for your circumstances;
  2. if the GDPR applies to the Processing of Personal Data and you are the Controller, you warrant that your collection of and provision to us of Personal Data will not breach Privacy Law and that at all times you will comply with Privacy Law in connection with this Agreement and, without limitation, that you:
    1. have obtained the consent of individuals to the conditions for Processing described in clause 8.1e. of this Agreement;
    2. have obtained parental or guardian consent concerning the collection and Processing of Personal Data of any Data Subject under the age of 16;
    3. have obtained the consent of individuals concerning the collection and Processing of Sensitive Data, including, without limitation, religious beliefs;
    4. consent and have obtained the consent of individuals to the transfer of Personal Data to Sub-processors located outside of the EEA;
    5. are responsible for complying with all applicable data protection and Privacy Laws in respect of your or any individual's use of the Service and with regard to any Personal Data that you or any individual provides to us through the Services;
    6. have properly informed and obtained all necessary rights, authorisations or consents from any Data Subjects to whom the data relates, to enable us to lawfully access their Personal Data in connection with this Agreement and to process their personal data outside of their country of residence and the EEA; and
  3. if the GDPR applies to the Processing of Personal Data and you are the Controller, you warrant that our appointment as a Processor and your instructions, activities and acts concerning Personal Data have been validly authorised by you and do not breach the GDPR.

10. Data and Data Incidents

10.1. Backup

  1. We make no warranties or guarantees, implied or express, in respect of the retention of or continued accessibility of any backups in connection with the Services.
  2. You acknowledge that we have recommended that you take reasonable steps to back up your Data separately from the Services.

10.2. Customer Data Incidents

If a Customer Data Incident occurs, we will:

  1. notify you of it as soon as reasonably possible after it comes to our attention; and
  2. take reasonable steps to secure the Customer Data and minimise harm to affected Data Subjects.

10.3. Audit and other rights

If the GDPR applies to the Processing of Personal Data and you are the Controller:

  1. following receipt of a written request from you, we will provide you with reasonable assistance to help you to process a request from a Data Subject (which request is authorised by the GDPR) concerning the Personal Data of that Data Subject;
  2. we will promptly notify you if we are requested by a Data Subject to do or omit to do anything which infringes EEA Law pertaining to the privacy of Customer Data;
  3. within a reasonable time following your written request, we will provide such information as is reasonably necessary for you to determine that we are complying with our obligations under this Agreement concerning Personal Data;
  4. subject to clause 10.4e., we will allow you or an independent auditor appointed by you to conduct an audit to verify our compliance with our obligations concerning Personal Data under this Agreement;
  5. if you require that an audit be conducted, you first must provide us with reasonable advance written notice and agree with us the scope of the audit, the identity of the independent auditor, the date the audit is to be conducted and such access and security protocols to be observed during the audit as we may reasonably require.

10.4. You are the primary contact for Data Subjects

When you use the Services, you may upload Personal Data or encourage others to do so. We will only process such Personal Data on your behalf to deliver the Services, address any service or technical issues, our respond to your requests, instructions or support requests or in accordance with or as may be required by Law. In such cases, you remain responsible for the handling of the Personal Data and for compliance with any Privacy Laws. If Data Subjects associated with you contact us, we will refer them to you. If you do not promptly or effectively respond to their requests and we are obliged by Law to do so, we will do so after having taken reasonable steps to verify their identity. In these circumstances, you will promptly provide us with all reasonable assistance to fulfil the Data Subject's request at your cost.

11. Intellectual Property

11.1. Ownership of Data

You will at all times during the course of the Agreement be the exclusive owner of the Intellectual Property Rights in the Data.

11.2. Licence over data

Subject to our obligations under Privacy Law, you grant us a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licensable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add to, process, analyse and use and commercialise, in any way now known or in the future discovered, any Data.

11.3. Provider intellectual property

We own the Intellectual Property Rights in the Software, and in any circumstances where we do not automatically have such ownership, you will transfer it to us and will do all things necessary to ensure that full legal ownership of the Intellectual Property Rights in the Software passes to us.

11.4. Undertakings regarding intellectual property

You warrant that you will not do any of the following, or permit any person over whom it has effective control to do so:

  1. copy or reproduce, or create an adaptation or translation of, all or part of the Software in any way, except to the extent that reproduction occurs automatically through the ordinary use of the Services in accordance with the Agreement;
  2. incorporate all or part of the Software in any other webpage, site, application or other digital or non-digital format;
  3. (subject to other rights explicitly granted under the 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 Services on any medium; or
  4. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, or algorithms contained in the Services or any documentation associated with them.

12. Warranties

Subject to clause 13.3, we make no warranties or guarantees:

  1. that the Services are of acceptable quality and fitness for a particular purpose;
  2. or make any representation regarding your access to, or the results of your access to, the Website including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

13. Limitation of Liability

13.1. Implied Conditions

We exclude all implied guarantees, conditions and warranties from this Agreement and except any Non Excludable Condition.

13.2. Limitation of Liability

  1. We exclude all other liability for any costs, including consequential loss, suffered or incurred directly or indirectly by you in connection with this Agreement, including in connection with:
    1. the Service being inaccessible for any reason;
    2. incorrect or corrupt data, lost data, or any inputs or outputs of the Software;
    3. computer virus, trojan and other malware in connection with the Software;
    4. security vulnerabilities in the Software or any breach of security that results in unauthorised access to, or corruption of data;
    5. your participation in any experiments, beta software or pilots;
    6. any unauthorised activity in relation to the Service;
    7. your breach of this Agreement; or
    8. any act or omission by you, your personnel or any related body corporate under or in relation to this Agreement.
  2. Our maximum aggregate liability to you in connection with this Agreement is limited to the payments you have made to us for the Services.

13.3. Non Excludable Condition

Where a Non Excludable Condition is deemed to apply, to the fullest extent possible under the law, we limit our liability for any breach to:

  1. in the case of goods:
    1. the re-supply of the goods or payment of the cost of the re-supply of the goods; or
    2. the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and
  2. in the case of services:
    1. the resupply of the services; or
    2. the payment of the cost of having the services resupplied.

13.4. Indemnity

You indemnify us against any claims or loss suffered or incurred by any person arising from your breach of your obligations under this Agreement, including without limitation any warranty.

14. Termination

14.1. Termination

  1. On cancellation of your Account:
    1. this Agreement will come to an end (that is, it terminates);
    2. your access to the Services will stop.
  2. Subject to clause 14.1d., we may for up to 7 (seven) months after you cancel your Account, but are not obliged to, keep any Data from your Account and it is your responsibility to obtain your Data prior to terminating the Agreement.
  3. For the avoidance of doubt, the obligations pursuant to clause 9, Privacy, will survive while we hold any Data in connection with you Account.
  4. If the GDPR applies to the Processing of Personal Data and you are the Controller, on termination of this Agreement for any reason, at your election, we will delete or return to you in an agreed format all relevant Personal Data related to Processing and delete copies of such Personal Data unless otherwise required by EEA Law.

14.2. Notices and information

  1. A notice under this Agreement must be given by email and is deemed to be received when the email is capable of being retrieved by the addressee at an email address designated by the addressee.
  2. Our designated email address is info@elvanto.com, or any other designated email address notified to you from time to time.
  3. Your designated email address listed in your Account.
  4. If the GDPR applies to the Processing of Personal Data,
    1. our data protection officer is:
      Dr Jodie Siganto,
      Ringrose Siganto,
      Unit 2/12 Abercrombie St,
      Rocklea QLD 4106 Australia
      Email: jodie.siganto@ingrosesiganto.com.au; and
    2. our Representative is:
      DPR Group
      Office 29, Clifton House,
      Fitzwilliam Street Lower,
      Dublin.
      Email: elvanto@dpr.eu.com
      Online form
      Mail to an address from this list.

14.3. Assignment

We may assign, encumber, declare a trust over or otherwise create an interest in its rights under this document without your consent, and may disclose to any potential holder of the right or interest any information relating to this document or any party to it.

14.4. Liability for expenses

Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this document.

14.5. Giving effect to this document

Each party must do anything (including execute any document) and must ensure that it's employees and agents do anything (including execute any document), that the other party may reasonably require to give full effect to this document.

14.6. Waiver of rights

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

  1. 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;
  2. a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and
  3. the exercise of a right does not prevent any further exercise of that right or of any other right.

14.7. Relationship

Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties. Unless expressly stated in this Agreement, no party may act as agent of, or in any way bind, another party to any obligation.

14.8. Multiple Parties

If a party to this Agreement is made up of more than one person, or a term is used in this Agreement to refer to more than one party:

  1. an obligation of those persons is joint and several;
  2. a right of those persons is held by each of them severally; and
  3. any other reference to that party or term is a reference to each of those persons separately, so that (for example) a representation, warranty or undertaking is given by each of them separately.

14.9. Operation of this document

  1. The Agreement contain the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.
  2. Any right that a person may have under this Agreement is in addition to, and does not replace or limit, any other right that the person may have.
  3. Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.

14.10. Inconsistency with other documents

If this Agreement is inconsistent with any other document or agreement between the parties, this Agreement prevails to the extent of the inconsistency.

14.11. 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.

14.12. Counterparts

This Agreement may be executed in counterparts.

14.13. Governing law

Other than for provision of this Agreement which specially concern the GDPR, the laws of Queensland, Australia govern this Agreement. The parties submit to the non‑exclusive jurisdiction of the courts exercising jurisdiction in Queensland.

14.14. Interpretation

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:

  1. a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party;
  2. any reference to a trustee includes any substituted or additional trustee;
  3. unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
  4. "including", "includes" or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
  5. where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
  6. headings are for convenience and will not affect interpretation;
  7. words in the singular will be taken to include the plural and also the opposite;
  8. a reference to a document will be to that document as updated, varied or amended;
  9. a document referenced by the Agreement will not take precedence over the referencing document;
  10. when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
  11. where a "URL" is mentioned, the non-operation of the "URL" will not render the rights and obligations associated with it invalid;
  12. any referenced digital resource may be replaced with another digital resource that is a "copy" of the original resource;
  13. a reference to a party's conduct includes omissions as well as acts;
  14. if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
  15. where a party is required to do "anything necessary", this includes executing agreements and other legal instruments.