1. Services and Order

1.1 Services

(a) Giftnote agrees to provide the Retailer's Users with personalised gifting services (Services).

(b) The Retailer acknowledges and agrees that Giftnote will not be required under any circumstances to re-provide the Services if the relevant item purchased by the User from the Retailer is returned to or re-provisioned by the Retailer.

1.2 Orders

(a) A User may place an Order with Giftnote by requesting that Giftnote provide the Services to the Requested Recipient through the Retailer's Platform.

(b) Giftnote will notify the User and the Retailer within 24 hours if is unable to accept an Order.

2. Giftnote's Obligations

(a) Giftnote agrees to perform the Services:

• in accordance with the Provided Information
• efficiently with due care, skill and diligence
• in accordance with all laws relating to the performance of the Services

(b) Giftnote will provide the Retailer with information relating to the Requested Recipient where necessary for the Retailer to fulfil any Order.

3. Retailer's Obligations

3.1 General

(a) The Retailer must:

• ensure that Giftnote can receive all information and data reasonably necessary
• co-operate with Giftnote in all matters relating to the Services
• comply with all reasonable directions and instructions given by Giftnote relating to the Widget
• ensure that Giftnote's Terms are incorporated into the Retailer's Platform
• comply with all applicable laws

4. Fees

(a) Use of and access to the Service may be subject to a subscription fee (Subscription Fee), which is payable on a recurring basis.

(b) Use of and access to the specific elements of the Service may be subject to service fees (Service Fee), payable as described.

(c) Fees are not refundable or partially refundable, except as required by law.

5. Intellectual Property Rights

5.1 Ownership

(a) The Intellectual Property Rights in the Services and the Widget are, and shall remain the property of Giftnote, and we reserve the right to grant a licence to use the Services and the Widget to any other party or parties.

5.2 Licence

Giftnote grants the Retailer a revocable, non-exclusive, non-transferable and royalty-free right to use the Widget to the extent necessary to obtain the full benefit of the Services.

6. Termination

6.1 Termination for Cause

Either party may at any time terminate this document with immediate effect if:

• the other party commits a material breach of this document and fails to remedy that breach within 14 days
• the other party repeatedly breaches any term of this document
• the other party suffers an Insolvency Event

7. Confidentiality

(a) Each party agrees to hold in strict confidence all Confidential Information of the other party.

(b) The obligations in this clause do not apply where disclosure is required by law or agreed in writing between the parties.

8. Limited Warranty and Exclusion of Liability

8.1 Limitation of Liability

(a) This clause sets out the entire financial liability of the parties to each other in respect of any breach of this document, any use made of the Services, and any representation, statement or tortious act or omission arising under or in connection with this document.

8.3 Maximum Liability

(a) The total liability of each party arising under or in connection with this document will be limited in the aggregate to the total Fees payable in the previous 12 month period.

8.5 Australian Consumer Law

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled: to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value.

9. Privacy

(a) Giftnote agrees to comply with its Privacy Policy and all applicable requirements of the Privacy Legislation in performing the Services.

(b) The Retailer agrees to comply with all applicable requirements of the Privacy Legislation in relation to any information that it collects from the User in connection with the Services.

10. Force Majeure

(a) Neither party shall be liable for any delay or failure to perform their obligations in a timely manner pursuant to this document if such delay is due to a Force Majeure Event.

(b) If a Force Majeure Event continues for a period of 60 consecutive days, then either party may terminate the Services affected by the Force Majeure Event by providing written notice to the other party.

11. Dispute Resolution

(a) Neither party may commence court proceedings concerning any dispute between the parties arising out of or in relation to this document, unless the party starting the proceedings has complied with this clause.

(b) A party claiming that a Dispute has arisen must notify the other party in writing, specifying the nature of the Dispute.

12. General

12.1 Amendments

This document may only be amended by written agreement between all parties.

12.6 Governing Law and Jurisdiction

New South Wales law governs this document. Each party irrevocably submits to the non-exclusive jurisdiction of the New South Wales courts.

12.7 Severability

A clause or part of a clause of this document that is illegal or unenforceable may be severed from this document and the remaining clauses or parts of the clause of this document continue in force.

13. Defined Terms & Interpretation

13.1 Defined Terms

In this document:

• Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth)
• Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales
• Confidential Information means any information relating to the business and affairs of a party
• Delivery Agent means the delivery agent engaged by the Retailer to deliver the relevant item to Requested Recipient
• Giftnote's Terms means Giftnote's terms and conditions relating to the Services located at https://giftnote.com/
• Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world
• Retailer's Platform means the website, app or other platform that the Retailer uses in connection with its business
• Services has the meaning given to that term in clause 2(a)
• User means the end user using the Services through the Retailer's Platform
• Widget means the widget integrated into the Retailer's Platform and used by Giftnote to provide the Services