This document was last updated on 15th January, 2026.
This Agreement sets forth the terms and conditions of the Mutexer platform
Services: Mutexer Pty Ltd (‘Mutexer’) is an industrial automation software platform. The Customer wishes Mutexer to supply the Services to the Customer. Mutexer agrees to supply the Services to the Customer in accordance with the terms of this Agreement. The Customer agrees to use the Services in accordance with the terms of this Agreement.
AI Services: The Services may include access to AI Services, including Magnum Coder. The Customer acknowledges and agrees that the AI Services are provided using one or more Model Providers, and that Mutexer does not own or operate the underlying AI models. Mutexer may change, replace or add Model Providers from time to time in its discretion, provided that any such change does not materially degrade the overall functionality of the AI Services.
Start Date and End Date: This Agreement starts on the date the Customer accepts the Agreement and ends when the Customer’s account is cancelled, unless earlier terminated in accordance with its terms (‘Term‘).
Acceptance: The Customer accepts this Agreement by the earlier of:
Acting on behalf of an entity: If the Customer is agreeing to this Agreement on behalf of an entity it represents (‘Customer Entity‘), then ‘Customer‘ means the Customer as the individual user and the Customer Entity and the Customer is binding the Customer Entity to this Agreement. If the Customer accepts this Agreement on behalf of the Customer Entity, the Customer represents that the Customer has the legal authority to do so.
No solicitation: The Customer will not solicit or entice any employee or contractor of Mutexer to work for the Customer or any business which competes with Mutexer during the term of this Agreement or for a period of 12 months after the date of expiry or termination of this Agreement (unless the Customer obtains Mutexer’s express prior written consent, for which a fee may be payable).
Currency: Mutexer charges the Customer for the Services in USD. Mutexer reserves the right to alter the currency as required.
Payment: The Customer will pay for the Services via an automated credit card billing system. Mutexer may, at its sole discretion, offer alternative payment arrangements (such as invoicing) to the Customer. Where this is offered, the Customer is bound by the terms on the invoice.
Payment in Advance: The Customer will be charged for each billing period at the start of the period.
Recurring Billing: The Customer will be continuously billed at the beginning of each billing period until the Customer cancels their account or the Agreement is terminated.
No Refunds: The Customer acknowledges that no refunds will be due for any issues accessing or making use of the Services. Mutexer may offer refunds on a case by case basis at its sole discretion.
Fees: The fees for the Services are outlined on the Mutexer Website. The Customer will pay the specified price for the selected plan monthly (unless otherwise agreed with Mutexer).
Payment Processing Fees: The Customer may be charged additional fees by the payment processor.
Changes to Fees: Mutexer may, at its sole discretion, alter the Fees for the Services by providing written notice to the Customer with at least 30 days notice. The Customer accepts any changes by continuing to use the Services after the notice period.
Third party supplier increases: The Customer acknowledges that if any other supplier on which Mutexer relies to supply the Services increases the cost of such services to Mutexer, then Mutexer may increase the Fees by an amount reasonably determined by Mutexer to recover such increase.
Dispute: If the Customer does not dispute any payment prior to its due date, the Customer will be deemed to have accepted the charge. If the Customer wishes to dispute any portion of a charge, the Customer must pay the undisputed portion of the charge.
Credit limit: Mutexer may impose a credit limit for the Customer and, if the Customer exceeds such credit limit, Mutexer may: * (a) require the Customer to pay in advance for any Services; or * (b) suspend the supply of the Services or any part of the Services until the Customer’s account is brought within such credit limit.
Interest on late payments: Mutexer may charge monthly compound interest on any overdue amounts owed by the Customer at a rate of 5% per annum above the Reserve Bank of Australia’s cash rate target.
Termination for late payment: Mutexer reserves the right to cancel the Customer’s account and Terminate this Agreement if the Customer does not pay its debts as they fall due.
Non-Mutexer Fees: Mutexer is not responsible for any fees incurred by the Customer’s ISP or other suppliers for additional usage triggered by the use of Mutexer services.
AI Credits
(a) Credit system: Certain AI Services (including Magnum Coder) are made available on a credit basis. Each plan includes an allocation of Credits as set out on the Mutexer Website. Credits are consumed when the Customer uses the AI Services (for example, when generating code or other AI Output).
(b) Starter Credits: Mutexer may grant the Customer an initial one-time allocation of Credits (Starter Credits), for example on account creation or as part of a promotional offer. Unless otherwise stated on the Mutexer Website, Starter Credits expire 1 month after the date they are granted if not used.
(c) Purchase and no cash value: Credits may be included in a paid subscription plan or purchased as set out on the Mutexer Website. Credits have no monetary or cash value, are not refundable or redeemable for cash (except to the extent required by law), and are non-transferable.
(d) Expiry: Unless otherwise expressly stated on the Mutexer Website, all unused Credits allocated for a billing period will automatically expire at the end of that billing period and will not roll over into any subsequent period. The Customer has no Claim in respect of expired Credits.
(e) Cancellation: If the Customer cancels a paid plan, the Customer will not be entitled to any refund of Fees already paid. Subject to clause (d) above, the Customer may continue to use any remaining Credits until the End Date of the then-current billing period, after which any unused Credits will expire.
(f) Upgrades: If the Customer upgrades from one paid plan to another paid plan:
(i) any unexpired Credits from the Customer’s existing plan will roll over and be added to the Customer’s Credit balance for the new plan; and
(ii) the billing period for the new plan will commence on the date of the upgrade and become the new Start Date for the purposes of calculating future billing periods and Credit expiry.
(g) Downgrades: Downgrades may take effect at the end of the then-current billing period, as described on the Mutexer Website. Mutexer is not required to provide any refund or credit in respect of unused Credits on the higher tier plan.
(h) Exhaustion of Credits: Unless otherwise specified on the Mutexer Website, if the Customer exhausts its Credits before the end of a billing period, Mutexer may (at Mutexer’s discretion) either:
(i) suspend access to some or all AI Services (including Magnum Coder) until the next billing period or until the Customer purchases additional Credits; or
(ii) charge overage Fees on a per-use basis at the rates set out on the Mutexer Website.
(i) Not a financial product: The Customer acknowledges that Credits are a measurement of service usage only, do not represent a stored value facility, and are not a financial product or a form of electronic money.
Disclosure: Each party (‘Receiving Party’) agrees:
Exclusions: The obligations in clause 5 do not apply to Confidential Information that:
Urgent relief: Each party agrees that monetary damages may not be an adequate remedy for a breach of this clause 5. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 5.
Reasonable safeguards: Each party will ensure that party, and each member of that party’s Personnel, will take all reasonable steps to keep the other party’s Confidential Information secure including but not limited to by using the security measures and degree of care no less than that party applies to that party’s own confidential or proprietary information.
Existing IP: As between the parties:
Licence to the Customer of Mutexer Materials: Mutexer grants the Customer a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Mutexer Materials that Mutexer provides to Customer, solely for the purposes for which they were developed and for the Customer’s use and enjoyment of the Services, as contemplated by this Agreement.
New Customer Materials: As between the parties, ownership of all Intellectual Property Rights in any New Customer Materials will at all times vest, or remain vested, in Customer upon creation.
Customer licence to Mutexer to enable the provision of the Services: The Customer grants Mutexer a non-exclusive, royalty-free, revocable, worldwide, right and licence, to use the Customer Materials and New Customer Materials solely for the purposes for which they were developed and for the performance of Mutexer’s obligations under this Agreement, as contemplated by this Agreement.
Additional software licence terms: The Customer must strictly comply with any software licence entered into between the parties and any breach of such software licence by the Customer will be deemed to be a breach of a material provision of this Agreement. Further, any use or incorporation of additional licences in Customer Materials or New Customer Materials, such as but not limited to, the Apache open source licence, the MIT open source licence or otherwise, must be upheld by the Customer. The Customer accepts all responsibility for maintaining any such licences.
AI Inputs and Outputs
(a) Ownership of AI Input: As between the parties, the Customer owns all Intellectual Property Rights in AI Input (to the extent the Customer had such rights immediately prior to providing the AI Input).
(b) Ownership of AI Output: Subject to any underlying rights of Model Providers and any third parties, as between the parties, Mutexer assigns to the Customer all Intellectual Property Rights (if any) that Mutexer may have in AI Output generated specifically for the Customer via the AI Services, upon creation and to the maximum extent permitted by Law.
(c) Third party rights: The Customer acknowledges that AI Output may be similar to or the same as output generated for other customers, or content available to third parties, and that neither Mutexer nor any Model Provider is restricted from providing similar services or outputs to third parties. Mutexer does not warrant that AI Output will be unique or free from claims of infringement of third party rights.
(d) Customer responsibilities: The Customer is solely responsible for reviewing AI Output and determining its suitability for the Customer’s purposes, including obtaining any licences or permissions required to use AI Output (for example, where AI Output reproduces or is similar to third party material).
Access: The Customer must:
Conditions of use: The Customer must not (unless authorised under this Agreement):
AI-specific conditions of use: Without limiting any other provision of this Agreement, the Customer must not use the AI Services (including Magnum Coder) to:
(a) attempt to circumvent or disable any safety, security or usage controls implemented by Mutexer or any Model Provider;
(b) develop or train any machine learning models that compete with the AI Services or any Model Provider’s models, including by using AI Output as training data for such models, except where expressly permitted in writing by Mutexer;
(c) generate, disseminate or use AI Output in a way that is intended or reasonably likely to:
(d) process any data via the AI Services in breach of applicable Laws, including privacy, export control and sanctions Laws.
No transfer: Subject to Clause 6, nothing in this Agreement grants to the Customer, or any member of the Customer’s Personnel, any Intellectual Property Rights in respect of any Intellectual Property Rights of Mutexer.
Infringement: The Customer will provide immediate written notice to Mutexer if the Customer becomes aware of any actual or threatened infringement of any Intellectual Property Rights of Mutexer. The Customer will provide all reasonable assistance to Mutexer in relation to preventing any actual or threatened infringement of any Intellectual Property Rights of Mutexer.
Breach: The Customer acknowledges:
Analytics and Data: Despite anything to the contrary in this Agreement or elsewhere, Mutexer may monitor, analyse and compile statistical and performance information based on and/or related to the Customer’s use of the Services (including the AI Services) (‘Data and Analytics‘). This includes, but is not limited to, training and making use of statistical, machine learning, and/or artificial intelligence models using such data in de-identified or aggregated form. The Customer agrees that Mutexer may make such Data and Analytics publicly available, provided that it:
Fair Usage Of Resources: The Fees have been set based on an estimated utilisation of server resources. If the Customer requires significantly more resources than what was estimated, Mutexer reserves the right to adjust the price without the Customer’s written consent. All changes in price will be carried out through the Changes to Fees clause 4. If the price alteration is significant (10% or more), the Customer will have a choice to cancel or have service availability halted until utilisation resumes to the prior estimate.
Temporary Suspension: Mutexer reserves the right to suspend any or all portions of the Service immediately upon notice to the Customer, if the Customer or traffic entering or engaging with the Services:
Use of Model Providers: The Customer acknowledges that in order to provide the AI Services, Mutexer will transmit AI Input (and related technical data) to one or more Model Providers for processing and generation of AI Output. Model Providers may process such data on infrastructure located outside Australia.
Role of Mutexer and Model Providers: As between the parties, Mutexer acts as a service provider in relation to AI Input and AI Output. Model Providers act as subprocessors or third party processors engaged by Mutexer. Mutexer will use reasonable efforts to ensure that Model Providers are bound by contractual obligations to protect Customer data in a manner that is materially consistent with this Agreement.
Data used to improve models: Unless otherwise stated on the Mutexer Website or agreed in writing with the Customer, Mutexer will not permit Model Providers to use AI Input or AI Output submitted via Magnum Coder to train or improve those Model Providers’ general purpose models, other than to the extent necessary to provide, maintain, secure or troubleshoot the AI Services.
Configuration and fine-tuning: Mutexer may use AI Input and AI Output to configure, monitor and improve the performance of the AI Services (including prompts, system settings and safety filters), in accordance with the Analytics and Data clause.
If required by law, each party will comply with all obligations under the Privacy Act 1988 (Cth) at all times.
Collection Of Data: Mutexer collects information for the purposes of providing the Services. The Customer has the right to request information regarding the types of data Mutexer holds about them.
Location Of Data: Where feasible, Mutexer holds all data within Australia. With regards to transborder data flows and the National Privacy Principles, Mutexer declares that some records are stored in cloud servers that may not reside in Australia. By agreeing to these terms, the Customer gives consent to the transfer of such records.
Data Retention: Mutexer provides no guarantee of the length of time that captured data will be stored in databases, Third Party Applications, and backups.
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (‘Force Majeure‘), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision will be suspended to the extent necessary by such event. The term ‘Force Majeure’ includes without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders of acts of military or civil authority, or by national emergencies, pandemics, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party must use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and must proceed to perform with reasonable speed whenever such causes are removed or ceased. An act or omission will be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Power: Each party warrants that the party has the right, power, authority and entitlement to execute this Agreement and perform that party’s obligations under this Agreement.
Conditions and warranties: To the extent permitted by law, Mutexer excludes all express and implied conditions and warranties in relation to any goods and/or services except those conditions or warranties that cannot be excluded by law and Mutexer’s liability under any such conditions or warranties is limited to, at Mutexer’s option:
High-risk activities: All goods and/or services provided by Mutexer are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support machines, or any other application in which the failure of the products, software, or services could lead directly to death, personal injury, or severe physical, property, or environmental damage (collectively, “High-Risk Activities”). Mutexer expressly disclaims any express or implied warranty of fitness for High-Risk Activities.
AI Output limitations: The Customer acknowledges that AI Output is generated automatically and may be inaccurate, incomplete, biased or otherwise unreliable. Mutexer does not warrant that any AI Output will be correct, complete, suitable for any purpose or compliant with any Law. The Customer is solely responsible for:
(a) evaluating the accuracy and appropriateness of any AI Output; and
(b) implementing appropriate human review, testing, validation and safeguards before relying on or deploying AI Output (including any code) in any production, safety, control or other environment.
Definitions: In this Agreement:
ACL: The parties acknowledge that under the Australian Consumer Law and other similar legislation of Australian states and territories, certain statutory guarantees are conferred in relation to the supply of goods or services to a Consumer (‘Consumer Guarantees‘) within Australia. Where the Customer as a Consumer in Australia acquires goods and services under this Agreement from Mutexer as a supplier and:
No exclusion or limitation: Despite anything to the contrary in this Agreement or otherwise, Mutexer does not exclude or limit the operation of the Consumer Guarantees under any other provision of this Agreement in any other manner and the parties agree it is fair and reasonable in all the circumstances for Mutexer’s liability to be so limited.
Mandatory notification: Australian law requires Mutexer to notify consumer purchasers of Mutexer goods that:
‘Mutexer’s goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or for a major failure and compensation for any other reasonably foreseeable loss or damage. The Customer is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.’
Liability: Despite anything to the contrary and to the maximum extent permitted by Law:
Exclusions to Liability: Despite anything to the contrary, to the maximum extent permitted by law, Mutexer will not be liable for, and the Customer waives and releases Mutexer from and against, any Liability, caused or contributed to by, arising from or connected with:
Implied warranties: Mutexer excludes all conditions and warranties implied by custom, law or statute except for the Consumer Guarantees. Except for the Consumer Guarantees, all material and work is provided to the Customer without warranties of any kind, either express or implied and Mutexer expressly disclaims all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.
Harmful code and data integrity: Mutexer does not guarantee that any file or program available for download or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. Mutexer is not responsible for the integrity or existence of any data in the Customer’s Computing Environment, network or any device controlled by the Customer, the Customer’s authorised users or the Customer’s Personnel.
Acknowledgements: The Customer acknowledges:
Facilities: The Customer acknowledges that:
Hardware: The Customer acknowledges:
Security: The Customer acknowledges: Mutexer is not responsible for any exploits due to security flaws or the consequences that follow; Mutexer cannot be held responsible for system viruses, the presence of exploitation of security weaknesses, irrespective of whether they were present in software produced, maintained or sold by Mutexer, or flaws in the platform itself; Mutexer cannot be held responsible for malignant data processes, and cannot guarantee that data submitted or held in storage will be secure from unauthorised access; There is no guarantee of security or privacy on the internet, and Mutexer offers no guarantee or provides no warranty (express or implied) that the Services will be secure or private; and Mutexer accepts no liability for any and all security incidents, including any loss or damage suffered by Customer arising out of any failure to protect Customer’s data, network, systems, software or equipment.
Termination for cause: This Agreement will terminate immediately upon written notice if:
What happens after termination: Upon expiry or termination of this Agreement:
Existing rights: Termination of this Agreement will not affect any rights or liabilities that a party has accrued under it.
Exclusion of Taxes: The Customer is responsible for all taxes, levies or duties imposed by taxing authorities in the Customer’s jurisdiction, and the Customer will be responsible for payment of them. Mutexer has no responsibility to them on the Customer’s behalf.
Payable: If tax is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the tax payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of tax. The recipient is not required to pay any tax until the supplier issues a tax invoice for the supply.
Adjustment event: If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
Reimbursement: If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
Definitions: The terms ‘adjustment event’, ‘consideration’, ‘input tax credit’, ‘recipient’, ‘supplier’, ‘supply’, ‘taxable supply’ and ‘tax invoice’ each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Overseas access: The Services may be accessed in Australia and overseas. Mutexer makes no representation that the Services comply with the laws of any country outside of Australia. If the Customer accesses the Services from outside Australia, the Customer does so at the Customer’s own risk and the Customer is responsible for complying with the laws in the place the Customer accesses the Services.
Amendment: This Agreement may be amended by Mutexer at any time by providing 30 days written notice to the Customer. The Customer’s continued use of the Services is considered acceptance of the changes.
Assignment: A party must not assign or deal with the whole or any of its rights or obligations under this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld).
Counterparts: This Agreement may be executed by any generally accepted and lawful form of digital signature including but not limited to DocuSign, Adobe Sign, click-wrap via account registration, and in any number of counterparts, each of which will be considered an original for all purposes, and all of which when taken together will constitute one Agreement binding on the parties, notwithstanding that both parties are not signatories to the original or the same counterpart.
Dispute: A party may not commence court proceedings relating to any dispute, controversy or claim arising from or in connection with this Agreement (including any question regarding its existence, validity or termination) (‘Dispute‘) without first meeting with a senior representative of the other party to seek in good faith to resolve the Dispute. Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
Entire Agreement: This Agreement contains the entire understanding between the parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and Agreements, in respect of its subject matter.
Survival: Clauses 5, 6, 10, 11, 12, 13, 15 and 16 will survive termination or expiry of this Agreement.
Exclusivity: The Services will be provided to the Customer on a non-exclusive basis.
Further assurances: Each party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
Governing law: This Agreement is governed by the laws of Victoria. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 4 Business Days in the case of post, or at the time of transmission in the case of transmission by email.
Publicity: The Customer agrees that Mutexer may advertise or publicise the broad nature of Mutexer’s provision of the Services to the Customer, including on Mutexer’s Platform or in Mutexer’s promotional material. This includes the use of the Customer’s logo.
Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the parties.
Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a party from exercising that power or right or any other power or right. A waiver must be in writing.
Email and SMS: The Customer agrees that Mutexer may send and receive emails and SMSs to and from the Customer. The Customer releases Mutexer from any Liability Mutexer may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to the Customer’s system or any files by a transfer.
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in this Agreement, and:
‘Agreement’ means these Terms & Conditions (including any schedules or annexures).
‘AI Services’ means any functionality of the Services that uses artificial intelligence or machine learning models, including but not limited to the product currently known as "Magnum Coder".
‘Magnum Coder’ means Mutexer’s AI-assisted code and application development environment made available as part of the Services, powered by one or more third party AI and machine learning models.
‘Model Provider’ means any third party provider of AI or machine learning models used by Mutexer to provide the AI Services, which may include Anthropic PBC and other providers from time to time.
‘AI Input’ means any prompts, code, data, files, instructions or other content submitted, uploaded or provided by or on behalf of the Customer to the AI Services.
‘AI Output’ means any content, code, text, recommendations or other material generated by the AI Services in response to AI Input.
‘Credits’ means the unit of entitlement purchased or otherwise granted to the Customer by Mutexer which permits the Customer to access and use certain AI Services (including Magnum Coder) up to a specified usage limit, as described on the Mutexer Website.
‘Approval‘ means an approval, licence, authorisation, permit, consent, permission or certificate;
‘Australian Consumer Law‘ has the meaning given to that term in Section 4 of the Competition and Consumer Act 2010 (Cth);
‘Business Day‘ means a day on which banks are open for general bank business in Victoria, excluding Saturdays, Sundays and public holidays;
‘Claim‘ means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;
‘Customer Computing Environment‘ means the Customer’s computing environment including all hardware, software, computer equipment, information technology and telecommunications services and Systems;
‘Customer Materials‘ means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of the Customer or the Customer’s Personnel before the Start Date and/or developed by or on behalf of the Customer or the Customer’s Personnel independently of this Agreement such that:
‘Confidential Information’ includes information which: whether or not such information or documentation is reduced to a tangible form or marked in writing as ‘confidential’, and howsoever the Receiving Party receives that information;
‘Customer Sublicensing’ means the Customer providing other companies or individuals with access to an application developed on the platform, either paid or free of charge;
‘Consequential Loss‘ includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
‘Consumer‘ has the meaning given to that term in Section 3 of the Australian Consumer Law;
‘End Date‘ means the end date of the billing period following cancellation or Termination;
‘Fees‘ means the fees for the provision of the Services as set out on the Mutexer Website or other documentation provided to the Customer;
‘Hardware‘ means any computer hardware, equipment and any other similar items supplied by Mutexer to the Customer as part of or incidental to the Services (whether virtual or otherwise);
‘Insolvency Event‘ means any of the following events or any analogous event:
‘Intellectual Property‘ means any copyright, registered and unregistered trade marks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or Confidential Information or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing;
‘Intellectual Property Rights‘ means any and all intellectual property rights, whether existing now or in the future, anywhere in the world, and the subject matter of such rights, including the following:
‘Laws‘ means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant party in connection with this Agreement or the provision of the Platform Services, and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth);
‘Liability‘ means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgement (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to this Agreement or otherwise;
‘Mutexer Materials‘ means all work, models, processes, technologies, strategies, materials, information, documentation and services that Mutexer may provide to the Customer under this Agreement, and which may contain material which is owned by or licensed to Mutexer, and is protected by Australian and international laws. This includes, but is not limited to, materials developed for the Customer by Mutexer;
‘Mutexer Website’ means the website located at www.mutexer.com and all pages contained within it;
‘New Customer Materials‘ means all Intellectual Property developed, adapted, modified or created by the Customer or any of the Customer’s Personnel on the Mutexer platform;
‘PDH Goods or Services‘ means goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption;
‘Personnel‘ means, in respect of a party, any of its employees, consultants, suppliers, subcontractors or agents, but in relation to the Customer, ‘subcontractors’ does not include Mutexer or Mutexer’s Personnel;
‘Services‘ means access to the Mutexer platform;
‘Start Date‘ means the date this Agreement is accepted;
‘System‘ means all hardware, software, networks and other systems used by a party from time to time;
‘Third Party Applications‘ means third parties or any products, software or services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by;
In this Agreement, unless the context otherwise requires: