reternX

RETERNX TERMS OF USE

  1. About

    1. Welcome to reternX. The reternX platform is owned and operated by Reternx Pty Ltd (ACN 633 965 287) (‘reternX’).
    2. reternX is an online platform used by Forwarding Agents that consolidate and send care packages known as Balikbayan Boxes to the Philippines (the ‘Platform’). The Platform is comprised of various applications including a mobile application used by Customers of Forwarding Agents to book, pay and track their packages.
    3. reternx does not supply freight forwarding services nor function as a freight forwarding agent. All such services are provided by independent third-party Forwarding Agents and any such contracts are between third-party Forwarding Agents and Customer. reternX is not a party to such contract.
    4. reternx supplies software through various platforms including at our website located at www.reternx.com and when available as a mobile app for download from the App Store (for iOS) or the Google Play Store (for Android). The Platform includes:
      1. Customer mobile app;
      2. Delivery Agent mobile app;
      3. Warehouse Scanning mobile app; and
      4. Agent Desktop app.

      (collectively our ‘Services’)

    5. You acknowledge that reternX does not provide freight forwarding services and that all such forwarding services are provided by independent third-party Forwarding Agents who are not employed by reternX or any of its affiliates. Any such contracts are between Forwarding Agents and Customer, reternX is not a party to such contract.
    6. The Platform is offered on a subscription basis to forwarding agents accredited by the Philippines Department of Trade and Industry (‘DTI’) exclusively for use in the Balikbayan Box Forwarding Industry (‘Agents’) who consolidate shipments of care packages for customers (‘Customers’). The Customer mobile app is available to Customers to book, pay and track care packages that are sent to the Philippines.
    7. The Forwarding Agent App is accessed through the cloud. The Delivery Agent and Warehouse Scanning App are downloaded from App Store (for iOS) or the Google Play Store (for Android).
    8. These Terms of Use (‘Terms’), along with our ‘Privacy Policy’ which form a part of these Terms, govern your use of the Platform. Please read our Terms and Privacy Policy carefully before using the Platform as these govern your access to and use of our Platform.
    9. reternx may update these Terms from time to time. Any changes to these Terms will be effective from the date published on our Platform.
    10. Any reference herein to “reternX”, “we”, “our”, or “us” means Reternx Pty Ltd (ACN 633 965 287). Any reference to “you” or “your” or “Subscriber” means you, as a user of the Platform either as an Agent or as a Customer.
    11. By using the Platform, you agree that you are bound by these Terms. If you do not agree to these Terms you must not use, download or install the Platform.
  2. Registration and acceptance of terms

    1. By registering for an account (‘Account’) as an Agent or Customer, you will be required to accept our Terms and Privacy Policy by clicking the “register” button in the user interface as a condition of joining the Platform as a User (‘User’). By clicking the “register” button you agree to all the terms and conditions of our Terms and Privacy Policy listed on this Platform by reternX which gives notice to you through our user interface as follows:
    2. By Registering, you agree that you've read and accepted our website Terms and Conditions and you consent to our Privacy Policy.

    3. As part of the registration process for our Services, you may create only one Account and must provide current, complete and accurate identification, and other information required during the registration process, including but not limited to:
      • name (name, business or company);
      • address;
      • phone number;
      • email;
      • password;
      • other information as applicable to set up and administer your Account to access our Services.

      (“Registration Data”).

    4. By visiting, registering for, or using the Platform and Services, you agree that we may send you SMS messages or direct communications to the email address you provide.

    5. If your Registration Data changes, you must promptly update your Account to reflect those changes.
    6. As a User of the Platform, you agree that:
      1. the Account is personal to you or your business or company, depending on the Services purchased;
      2. you are solely responsible for maintaining the confidentiality of your Account and the secrecy of your User ID and password (“Login Details”);
      3. you must not authorise or permit a third party to access your Account by using your Login Details;
      4. you must not impersonate, misrepresent your identity or imitate any person when registering for an Account;
      5. if you think your Registration Data or Account has been compromised in any way including as to your Login Details, you should contact us immediately;
      6. your access to and use of the Platform and Services is non-transferable;
      7. you will use the Platform and Services only for purposes permitted by the Terms;
      8. we may make changes to the Services from to time to time without prior notice; and
      9. you will abide by any applicable law, regulation or generally accepted practices or guidelines related to the Services in the relevant jurisdictions.
    7. By subscribing to our Services, you warrant that:
      1. you are legally capable of entering into contracts;
      2. you are at least 18 years old; and
      3. if you are using our Services on behalf of another person or legal entity that has joined as a User that you are authorised to access our Platform and Services and that all relevant consents have been obtained to use our Services, including the purchase of our Services.
    8. reternX reserves the right to deny anyone access to an Account at any time for breach of these Terms.
  3. payments

    1. If you are an Agent:
      1. you must pay the monthly subscription fee advertised on our Platform (‘Monthly Subscription Fee’), payable in United States Dollar (USD) depending on the number of users subscribed and payable thirty (30) days from signing up to our Platform, and thereafter payable automatically on a recurring monthly basis for a period of twelve (12) months (‘Subscription Period’), and
      2. you may also be required to pay an establishment fee (‘Establishment Fee’) if your onboarding process is complex.
    2. If you are a Customer, you must pay a nominal service fee per transaction on packed boxes and on empty boxes (‘Transaction Fee'). The Transaction Fee is payable in Customer’s local currency at the time of the transaction and will be disclosed in Customer mobile application prior to checkout.
    3. Customer and Agent agree that payment to Agent for the freight charge (‘Freight Charge’) will be split at the time of payment for the transaction with Service Fee directly remitted to us out of the Freight Charges and the balance of the freight charge paid to the Agent.
    4. Payment must be made using the payment processing service (‘Payment Processing Service’) made available to you on the Platform. In using the Payment Processing Service, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable Terms and Conditions of Use, Privacy Policy and other relevant legal documentation provided by the Payment Processing Service, including the relevant fees and charges applied by the Payment Processing Service for online payment gateway services.
    5. Subscriptions for Agent will be automatically renewed on a monthly basis for the Subscription Period assigned to a Subscriber account. Subscriptions are charged to Agent on a recurring basis without further authorization from Agent for the Subscription Period unless Agent’s Subscriber Account is terminated in accordance with these Terms.
    6. Your order for a subscription will represent an offer to us from you to obtain a limited license for the use of the Services that is accepted by us when we activate the Services available in your Subscriber Account or debit your credit card or accept payment from you through the Payment Processing Service.
    7. All subscription purchases are final and not refundable, transferable or exchangeable, except where otherwise required by law, or pursuant to these Terms.
    8. If there are payment failures due to insufficient funds, incorrect or outdated payment information, reternX reserves the right to:
      1. recover payment and deny a Subscriber access to our Services; or
      2. cancel or suspend a Subscriber Account if we are unable to process the fees for our Services.
    9. All payments made by the Customers are in their local currency while the Monthly Subscription Fee for Agents is payable in United States Dollar (USD).
    10. Subscribers agree that reternX may electronically store Registration Data in the cloud in accordance with our Privacy Policy. Reternx does not collect or store payment information. The Payment Processing Service will collect your payment information to process subscription payments.
    11. The Services delivered to the Subscriber Account are exclusive and personal to the individual Subscriber or the business or company Subscriber is employed by. Subscribers must only permit authorised persons to use any of the Services that reternX delivers to the Subscriber Account under these Terms.
    12. We may suspend or terminate a Subscriber Account if any misuse of fraudulent activity is detected.
    13. Subscriber Accounts are not transferrable and are not redeemable for cash. Access to the Services will be disabled when Subscriber Account is suspended, terminated or Subscriber subscription ends.
  4. Agent obligations

    1. Agent must pay the portion of Freight Charge collected from Customer to Freight Deconsolidators in the Philippines to deliver the packages. Failure to do so will result in reternX immediately suspending or terminating the subscription of the Agent under these Terms.
    2. Agent must keep Customer informed about the status of their shipments with periodic updates including but not limited to delays due to public holidays, strikes, natural disasters or other reasons including force majeure events. Agents must alert Customer including through broadcasting messages to Customers on the reternX Platform.
    3. Agent must maintain agreements with Freight Deconsolidators in the Philippines that are accredited by the Philippines Department of Trade and Industry (“DTI”)
    4. Agent must maintain adequate insurance at their place of business and offer Customer a level of insurance cover whilst their goods are in transit.
    5. Agent acknowledges that the license granted for the use of the Platform under these Terms is limited to the country in which the Forward Agent is registered to conduct its business.
  5. Refund policy

    1. Except as required by law, any payments made to reternX under these Terms are final and non-refundable.
    2. Customers seeking a refund of the Freight Charge must claim the refund directly from Agent. The Service Fee payable to reternX out of the Freight Charge is non-refundable as the payment is made to reternX in consideration of its Services under these Terms.
  6. Intellectual property

    1. In these Terms:
      • “Intellectual Property (Rights)” means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, circuit layouts, domain names, know-how and other rights of a similar nature worldwide, whether registered or not, and any applications for registration or rights to make such an application.
      • “Works” means any material made available on the Platform and our Services, including (without limitation) written texts, documents, articles, news, newsletters, posts, commentaries, surveys, data, forms, questionnaires, photographs, pictures, graphic works, video, or images.
    2. You acknowledge that ownership of the Intellectual Property Rights relating to the Platform or our Services is the property of, licensed by or vest on creation in reternX.
    3. The Works on the Platform or generated by or related to any of our Services (“Copyright Material”) are subject to copyright and owned by the copyright owner. The Copyright Material on the Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Copyright Material and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled by us. Data procured from a third party may be the subject of copyright owned by that third party.
    4. The Platform or any part of it (including, without limitation, any content or images) may not be copied, reproduced, adapted, publicly displayed, duplicated, translated or distributed in any way (including mirroring) to any other device, server, site or other medium for publication or distribution, without our express prior written consent. Subscribers must not infringe the Intellectual Property Rights owned in or licensed via our Services from unauthorised use, copying, reproduction, lending, reselling, manipulation, disassembly, distribution or publication.
    5. All Intellectual Property including any trade marks, service marks, trade names and any other proprietary designations are owned, registered or licensed by us. Any other trade marks, service marks, logos, trade names and any other proprietary designations are the trade marks or property of the respective parties.
    6. The obligations accepted by Subscribers under this clause survive termination or expiry of these Terms.
  7. Licences

    1. In these Terms:
      • "Registration Data" means any data, works and materials (including without limitation text, communications, forms, questionnaires, information, messages, comments, photographs, images, audio material, video material, audio-visual material, scripts, software and files) that User submits to us for or related to the supply of the Services whether through or outside the Platform.
    2. You own all right, title and interest in your Registration Data. So that we can provide our Services to you, you provide us a non-exclusive, worldwide, perpetual, irrevocable and royalty free licence to use, copy, display, perform, distribute, disseminate, transmit, translate, edit, cache and create derivative works of the Registration Data subject to the terms of our Privacy Policy.
    3. By registering as a User, reternX grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence (“Licence”) to access the Platform to interact with and use our Services solely in connection with your rights under these Terms.
    4. This Licence may be terminated at any time in our sole discretion if you use the Platform or the Services except as permitted by these Terms.
  8. Other limitations on use

    1. You agree not to do any of the following:
      1. distribute, sell, publish, enable or allow access to your Subscriber Account except directly to access our Services;
      2. hack, attempt to hack, modify, adapt, merge, translate, decompile, disassemble, reverse engineer or create derivative works out of the Platform or the Services or our Copyright Material or any part of it;
      3. use the Services in any way prohibited by law, regulation, governmental order or decree;
      4. introduce any computer code or routine that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial or service, unauthorised disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans, time bombs and any new types of programmed threats; or
      5. remove, disable, modify, add to or tamper with any program code or data, copyright, trade mark or other proprietary notices contained on the Platform or in the Services.
  9. User termination

    1. reternX may in its sole discretion terminate these Terms without notice to Agent or Customer or suspend or terminate access to the Platform or any app that is part of it:
      1. if you have breached any provision of the Terms; or
      2. reternX believes reasonably that you are making unauthorised or improper use of the Platform or Services.
    2. reternX reserves the right to discontinue User’s Account at any time and may suspend or deny, in our sole discretion, your access to all or any portion of the Services without notice if your conduct impacts our name or reputation or violates the rights of any other User or third party or is otherwise contrary to law.
    3. Agents may terminate their Accounts at the end of the Subscription Period by following the instructions provided in the Platform settings. The early termination of Agent’s Account or subscription is not a ground for a refund. You will be billed for the full term of your subscription for the applicable Subscription Period and continue to have access to the Services if you terminate your agreement prior to the end of your subscription.
    4. Customers may terminate their Accounts at any time by following the instructions provided in the Platform settings.
    5. By terminating an Account, Agent and Customer will lose access to any Registration Data associated with the Account. We recommend that you use the export data function provided in the Platform settings before terminating your Account.
  10. Warranties and representations

    1. To the maximum extent permitted by law, we exclude all representations and warranties relating to the subject matter of these Terms, our Platform and the use of our Services. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
    2. We do not warrant or represent:
      1. the completeness or accuracy of the information published on our Platform;
      2. that the material on the Platform is up to date; or
      3. that the Platform or any Services on the Platform will remain available.
    3. The use of the Platform and Services is at your sole and exclusive risk. Everything on the Platform and made part of the Services is provided to you without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of reternX make any express or implied representation or warranty about the Services or any services advertised on the Platform.
    4. To the extent permissible at law, you agree that we, our affiliates or subsidiaries, or any of our directors, officers, employees, partners, agents, contributors, and licensors shall not be liable to you or any third party for any:
      1. loss of profit or opportunity;
      2. damage to goodwill or business reputation and any other intangible loss;
      3. special, direct, indirect, incidental, punitive, exemplary or consequential damages whatsoever or any other losses, costs or expenses of any kind, including loss of data, legal fees, expert fees, cost of procuring substitute services, or any other disbursements
      4. whether arising, directly or indirectly, from your reliance on, access to, use of, or inability to access or use, the Platform and Services provided therein, or through downloading of any materials, data, text, images, video or audio from the Platform, whether in common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

    5. reternx makes no warranty as to the truth, suitability, quality or accuracy of any content or information provided to you, including, but not limited to, the ability of a Subscriber to complete a supply of services, expertise or experience to qualify for joining as a Subscriber.
    6. reternx does not make any representation or warranty with respect to or endorse any Subscriber as to their identity, expertise or background. Any review, feedback or rating of a Subscriber is not a guarantee of the outcome of the products or services offered by that Subscriber and reternX will have no responsibility or liability of any kind for the performance of the Subscriber. Any use of or reliance on the services of a Subscriber is solely at Customer’s risk.
    7. We reserve the right to discontinue or alter any of the Services on the Platform, and to stop publishing our Platform or any content contained therein, at any time in our sole discretion without notice. Save to the extent expressly provided otherwise in these Terms, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any Services, or if we stop publishing the Platform.
    8. reternx services are provided “as is” and “as available”, without any representation of warranty, whether express, implied, or statutory. The use of the reternX services is at your own risk. reternX and its respective officers, directors, agents, employees, and suppliers, specifically disclaim any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
    9. reternx has no control of, or liability for, any services that are paid for using the reternX services and cannot ensure that any Agent you transact with will complete the transaction. reternX does not represent or warrant that the reternX services will meet your requirements, be continuous, uninterrupted, secure, timely, or error-free, or that defects will be corrected.
    10. No advice or information, whether oral or written, obtained by you from reternX or through the reternX services will create any warranty not expressly stated herein. reternX shall not be responsible for any service interruptions or system failures that may affect the processing, completion, or settlement of reternX services transactions. The disclaimer of these warranties and representations section shall apply to the fullest extent permitted by law in the applicable jurisdiction.
    11. As a Subscriber of the Platform or Services, you represent and warrant that you:
      1. are legally permitted to use and access the Services;
      2. take full responsibility for the selection and use of the Services;
      3. are solely responsible for the accuracy of the Subscriber Data and Registration Data;
      4. agree that reternX does not control, verify, or endorse any Subscriber Data uploaded or submitted to the Platform and the Services;
      5. are solely responsible for creating backups of Subscriber Data and Registration Data;
      6. in relation to Subscriber Data, that Subscriber owns it or is lawfully entitled to access and store it on the Platform or is licensed to use the Intellectual Property Rights in it and that the use of the Subscriber Data will not be contrary to any law or result in the infringement of any of the proprietary rights of third parties.
      7. Subscriber warrants that the Subscriber Data is not in contravention of any legislation or any advertising or marketing laws or any other third-party rights.

    12. This clause survives the termination or expiry of these Terms for whatever reason.
  11. Limitation of liabilility

    1. To the extent permissible at law, you agree that we, our affiliates or subsidiaries, or any of our directors, officers, employees, partners, agents, contributors, and licensors shall not be liable to you or any third party for any:
      1. loss of profit or opportunity (whether incurred directly or indirectly);
      2. damage to goodwill or business reputation and any other intangible loss;
      3. special, direct, indirect, incidental, punitive, exemplary or consequential damages whatsoever or any other losses, costs or expenses of any kind, including loss of data, legal fees, expert fees, cost of procuring substitute services, or any other disbursements arising, directly or indirectly, from your reliance on, access to, use of, or inability to access or use, the Platform and any other content provided therein, or through downloading of any materials, data, text, images, video or audio from the Platform, whether in common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
    2. reternX makes no warranties or representations regarding the content of the Platform, or the content of any sites linked to the Platform, or that the Platform and our Services will be uninterrupted or error-free. reternX assumes no liability or responsibility for any:
      1. errors, defects, mistakes, or inaccuracies of content on the Platform;
      2. unauthorised access to or use of the Platform’s servers, personal information or financial information stored therein;
      3. interruption or cessation of transmission to or from the Services;
      4. bugs, viruses, harmful components, trojan horses, or the like which may be transmitted to or through the Services by any third party;
      5. errors or omissions in any content or for any loss or damage of any kind incurred because of the use of any content posted, emailed, transmitted, or otherwise made available via the Services;
      6. human action or inaction of any computer system, phone line, hardware, software or program malfunctions, or any other errors, failures or delays in computer transmissions or network connections through your access to or use of the Services;
      7. quality, accuracy, completeness and validity of any information or materials in connection with the Services.
    3. Our Services are provided “as is” and specific results cannot be guaranteed. It is your sole responsibility to determine that the Services or any part of these meet your needs or are otherwise suitable for the purposes for which they are used.
    4. These Terms are to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible reternX limits our liability as follows, at our option:
      1. for any claims relating to these Terms, to the fees payable under this agreement (if applicable) pro rata for the preceding one (1) month;
      2. in the case of services, the supply of the services again or the payment of the cost of having the services supplied again.

      This limitation applies to any supply under or related to these Terms including the supply of the Services and covers loss of Subscriber Data, any viruses or other disabling features that affect your access to or use of our Services, incompatibility between our Services and your hardware or software, delays or failures you may have in using the Services including any connections or transmissions that fail or are not completed in an accurate or timely manner.

    5. Save to any extent expressly provided otherwise in these Terms or as otherwise required by law, you agree that we will not:
      1. pay you any compensation or other payment upon the discontinuance or alteration of the Platform in any way; and
      2. reimburse you for any costs whatsoever incurred because of you using the Platform, or any other features provided in connection to the Platform, whether purchased or distributed for free.
    6. Our total liability arising out of or in connection with the Platform or these Terms, however arising, whether at common law, under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed at our option the resupply of the Platform to you. Our aggregate liability to you in respect of any contract to provide the Platform to you under these Terms shall not exceed the greater of the total amount paid by you and payable to us for providing the Platform Services.
    7. In no event shall reternX or its respective officers, directors, agents, employees, or suppliers be liable to you or any third party under any circumstances for any indirect, consequential, special, punitive, or exemplary damages or losses, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses incurred in connection with: (a) these Terms, (b) your use of, inability to use, or unavailability of the reternX Services, or (c) any services purchased, received, or paid for using the Services under any theory of liability or cause of action whether in tort (including negligence), contract, or otherwise, regardless of whether reternX has been advised of the possibility of such damages. In no event shall reternX liability and the liability of our respective officers, directors, agents, employees, and suppliers exceed the fees reternX has received from you through your use of the reternX Services. This limitation of liability section shall apply to fullest extent permitted by law in the applicable jurisdiction.
    8. This clause survives the termination or expiry of this agreement for whatever reason.
  12. Indemnity

    1. You agree to indemnify and hold reternX and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (a) your use of the Services or services obtained through your use of the Services; (b) your breach or violation of any of these Terms; (c) reternX use of your Registration Data or any other of your content or information; or (d) your violation of the rights of any third party, including third party providers.
    2. You hereby indemnify us, and undertake to keep us indemnified, against any and all claims, losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our Platform or any breach by you of any provision of these Terms.
    3. This clause survives the termination or expiry of these Terms for whatever reason.
  13. Dispute resolution

    1. Disputes between Agent and Customer
      1. You agree that reternX provides Agents with a digital tool to facilitate their services and interact with Customers. reternX is not a supplier of any products or services that Agents offer on this Platform nor is reternX a party to any contract entered between Agent and Customer.
      2. Dispute resolution. You understand and agree that reternX is not responsible for the forwarding services that you pay for using the reternX Services. Each Agent that you purchase from is responsible for providing the services that you purchase and for providing all customer service related to those goods and services. We recommend that you review Agent’s policies before completing your purchase. You are responsible for resolving any disputes that you may have with an Agent. If you have exhausted all options for resolving a dispute with an Agent, you may choose to file a dispute claim with reternX (“Dispute”) by following the steps as to “How to file a Dispute”.
      3. How to file a Dispute. To file a Dispute, follow these steps:

        Within 30 days of the original transaction, email info@reternx.com with the following information:

        1. the Agent’s name and country you sent the Balikbayan Box from;
        2. the Shipment Number, Job Number and Box Number if applicable;
        3. the amount of the transaction;
        4. the details of your disagreement with the Agent including any steps already taken to resolve the issue and copies of supporting documentation (such as email correspondence,receipts, shipping confirmations, etc.);
        5. provide any additional information or documentation that we may request.
      4. Once reternX has decided the outcome of the Dispute, the parties will be notified of the decision. You are required to comply with the decision and complete any actions required by such decision.

      5. Release of reternX. By filing a Dispute, you understand and agree that:
        1. you are asking reternX to assist in resolving the Dispute in its sole discretion and that such assistance or reternX’s decision may not be satisfactory to you;
        2. reternX’s assistance in resolving the Dispute does not guarantee any particular outcome nor any action on reternX’s part; and
        3. you release reternX and our officers, directors, agents, employees, and suppliers from all claims, demands, and damages of any kind arising out of your Dispute with an Agent and reternX’s review of your Dispute.
    2. Disputes between us and you

      A party shall not start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a Dispute unless it has complied with this clause. If the parties are unable to resolve the Dispute within thirty days of notice from the other party, the parties agree that the Dispute shall be referred for mediation, at the request of a party to the other party to a mediator agreed by the parties. In the absence of agreement, the mediation will be referred to the Chair of Resolution Institute (ACN 008 651232) or the Chair’s designated representative and the Resolution Institute Mediation Rules shall apply to the mediation. Any information or documentation disclosed by a party under this clause shall be kept confidential and may not be used except to attempt to resolve the Dispute. The mediation will be held in Brisbane, Australia. Each Disputant agrees to attend the mediation by a representative having full authority to resolve the dispute. At the mediation each Disputant may be represented by one or more legal representative.

  14. Restraint of trade

    1. Non-Compete

      Agents covenant and warrant that neither they nor the Restrained Parties will Compete with reternX within the Restrained Area during the Restrained Period.

    2. Definitions

      For the purposes of this clause 14 only, the following definitions will apply:

      1. “Restrained Parties” means the customers, any associate, related entity, partner, joint venture partner, family entity or trust of Agents;
      2. “Compete” means to:
        1. undertake, carry on, be engaged or concerned in, be interested in, act as consultant to, lend to, provide security for, act as guarantor for, be employed by (with or without a salary or fee), influence or obtain a benefit from any form of business which is similar to the business of reternX;
        2. directly or indirectly canvass or solicit any person who or which at any time during the 12 months immediately prior to termination of this Terms was a client of reternX or an employee of reternX; or
        3. counsel, procure or otherwise assist any person to do any of the above.
      3. “Restrained Area” means:
        1. Australia, New Zealand, Hong Kong, Singapore, Japan, South Korea, Taiwan, Philippines, United States, Canada, United Kingdom and the European Union.
      4. “Restrained Period” means:
        1. during the term of this agreement and 5 years from termination of this Terms;
        2. during the term of this agreement and 3 years from termination of this Terms;
        3. during the term of this agreement and 2 years from termination of this Terms;
        4. during the term of this agreement and 1 year from termination of this Terms; or
        5. during the term of this agreement and 6 months from termination of this Terms.
    3. Separate Covenants

      Clause 14 operates as a series of separate covenants so that the terms must be read in conjunction with the Restrained Area and each Restrained Period to the intent that each then constitutes a separate and severable covenant and warranty.

    4. Reasonable Restraints

      Each party agrees that the terms of this clause 14 and each divisible covenant and warranty in it are reasonable and necessary to protect the interest and property of reternX in its business.

    5. Nature of Restraint

      The restraints contained in this clause shall be regarded as separate, distinct and severable so that the unenforceability of any restraint shall in no way affect the enforceability of any other restraint.

    6. Severability

      If any part of this clause 14 is held or found to be void, invalid or otherwise unenforceable it will be deemed to be severed to the extent necessary so that the remainder of the clause will remain in full force and effect.

    7. Variation to Cure

      The parties agree that if any part of this clause is held or found or likely in the opinion of reternX to be held or found to be void, invalid or unenforceable, reternX may, upon notice in writing to the Agent, unilaterally vary this clause as it deems necessary to cure such defect.

    8. Indemnity

      Agent agrees to indemnify reternX against all losses, liabilities, damages and costs suffered or incurred by reternX arising out of a breach of the terms of this clause 14 by the Agents and the Restrained Parties.

  15. Confidentiality

    1. For the purposes of this clause 15 only, “Confidential Information” means all business, financial or intellectual property or trade secrets including reternX software solutions and related information about reternX which comes to be known to the Agent during the term of this agreement. It will include among other things:

      1. the terms of this agreement;
      2. information that is marked as confidential;
      3. information that from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential; and
      4. information about staff, their personal contact information, businesses, methods, future plans, policies, and details of suppliers and customers,

      whether such information is obtained, ascertained, discovered or derived by an Agent either before or after the date of this Term, but not including information that is or becomes known or generally available to the public, except if this happens because of a breach of any obligation of confidence (in which case it remains confidential).

      Agent acknowledges that reternX owns the Intellectual Property Rights in its software. Agent agrees that it:

      1. must not copy, modify, reverse engineer or keep records of reternX software, and
      2. must not use reternX software for any purpose other than in connection with the performance of Agent’s obligations under these Terms.
    2. During the course of this agreement reternX may disclose Confidential Information to the Agents in connection with use of the Platform. Agents must:

      1. keep confidential the Confidential Information disclosed by reternX, and not directly or indirectly disclose or share the information including reternX software with any other person or allow it to be disclosed or shared, except to effect the supply of the Platform;
      2. only use Confidential Information for the purpose of this agreement and must not use the Confidential Information for any other purpose;
      3. not copy any document that contains Confidential Information or otherwise record or reproduce the Confidential Information in any material form except as is strictly necessary for the purpose of this agreement or otherwise with reternX's consent;
      4. take reasonable measures and use care to preserve and protect the secrecy of, to avoid unauthorised use or disclosure of, the Confidential Information of reternX; and
      5. immediately advise reternX, in writing, of any disclosure, misappropriation or misuse by any person of the Confidential Information as soon as it comes to its attention.
    3. The obligations of the Agents under this clause survive the completion or termination of this agreement.

    4. Agents acknowledge that a breach of this clause may cause reternX irreparable damage for which monetary damages would not be an adequate remedy.

    5. Accordingly, in addition to other remedies that may be available, reternX may seek and obtain injunctive relief against such a threatened breach.

  16. Privacy

      • Please refer to our Privacy Policy which is made a part of these Terms.
  17. Advertising and links

      • The Platform may contain links and other pointers to other websites or applications operated by third parties. reternX do not control these linked websites and are not responsible for the contents of any linked application. The links are provided solely for your convenience and do not indicate, expressly or impliedly, any endorsement by us of the site or the products or services provided at those sites. Your access to any such advertisement or link is entirely at your own risk. You should contact the relevant third-party directly to enquire on that information prior to entering into a transaction in relation to the third-party products and services.
  18. No waiver

      • Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
  19. Assignment

      • You agree that reternX may assign, transfer, sub-agreement or otherwise deal with our rights and/or obligations under these Terms. You may not without our prior written consent assign, transfer, sub-agreement or otherwise deal with any of your rights and obligations under these Terms.
  20. Entire agreement

      • Unless otherwise stated, these Terms and the relevant agreement (s) shall constitute the entire agreement you and us in relation to your use of the Platform and our Services.
  21. Severability

      • If any part of provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part of the provision otherwise it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
  22. Law and jurisdiction

      • The Terms are governed by and construed in accordance with the laws of the State of Queensland. You submit to the non-exclusive jurisdiction of the Courts of Queensland for determining any dispute concerning these Terms.
  23. Force majeure

      • Notwithstanding any other provision of these Terms, reternX need not act if it is impossible to act due to force majeure, meaning any cause beyond our control (including war, riot, natural disaster or law taking effect after the date of these Terms). You agree that reternX have no responsibility or liability for any loss or expense suffered or incurred by you because of not acting for so long as the force majeure continues.
  24. Feedback and authorisations

      • Your feedback is important to us. reternX welcome and encourage you to provide feedback, reviews, comments and suggestions for improvements to the Platform and our Services ("Feedback"). You may submit Feedback by contacting us using the contact details provided below.
  25. How to contact us

    1. You can contact us:
      1. using our support page provided on our website located at www.reternX.com;
      2. by telephone, on the contact number published on the reternX Platform or website; or
      3. by email, using the email address published on the reternX Platform or website (from time to time).

© 2020 ReternX Pty Ltd. All Rights Reserved.

Terms last updated 03 March 2020.