SaaS Platform Terms of Use
These SaaS Platform Terms of Use (Terms) form a binding agreement between SAVA P Pty Ltd (ABN 67 686 126 858) (SAVA P, we, us or our) and the person or entity that accepts these Terms, executes an Order Form that incorporates them, or accesses or uses the Services (the Administrator, you or your).
By clicking to accept these Terms, executing an Order Form, or accessing or using the Services, the Administrator agrees to be bound by these Terms. A person who accepts these Terms on behalf of an entity warrants that they have authority to bind that entity. If the Administrator does not agree to these Terms, it must not access or use the Services.
1 Definitions and interpretation
1.1In these Terms, unless the context requires otherwise:
Acceptable Use Policy or AUP means SAVA P's acceptable use policy for the Services, as updated from time to time.
Administrator Data means all data, content, documents, communications, mailing lists, recipient information, personal data, files, event information and other materials submitted to, uploaded to, stored on, transmitted through, generated within or otherwise processed through the Services by or on behalf of the Administrator or its Authorised Users.
Authorised User means an individual whom the Administrator permits to access or use the Services under the Administrator's account.
Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.
Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
DPA means the SAVA P Data Processing Addendum applicable to the Services where SAVA P processes personal data on behalf of the Administrator.
End-User means a recipient, contact, attendee, guest, subscriber, investor or other third party with whom the Administrator interacts through the Services.
Intellectual Property Rights means all present and future intellectual property rights anywhere in the world, whether registered or unregistered, including rights in respect of copyright, software, algorithms, inventions, patents, designs, trade marks, confidential information, know-how and trade secrets.
Order Form means any ordering document, subscription form, statement of work, online checkout flow or similar commercial document for the Services entered into between the parties.
Privacy Policy means SAVA P's platform privacy policy made available at www.sava-p.com/privacy-policy.
Sanctions Laws means applicable economic or trade sanctions, export control, anti-boycott and restricted-party laws and regulations.
Services means SAVA P's platform, websites, applications, APIs, data room and deal-sharing functionality, CRM features, communication and email tools, event tools, analytics features, integrations, AI-Assisted Features and related services made available by SAVA P, together with the platform software.
Subprocessor means a third party engaged by SAVA P that has access to Administrator Data in connection with the Services.
White-Label Licence Deed means a separate written intellectual property licence deed between SAVA P and a licensee that grants white-label or resale rights in respect of the Services.
White-Label Licensee means a licensee that holds a current White-Label Licence Deed.
1.2In these Terms:
(a)headings are for convenience only;
(b)the singular includes the plural and the reverse;
(c)a reference to legislation includes any regulations under it and that legislation as amended or replaced;
(d)a reference to a person includes a body corporate; and
(e)a reference to a clause is a reference to a clause of these Terms.
2 Provision of the Services
2.1Subject to these Terms, the applicable Order Form, and the Administrator's timely payment of all applicable fees, SAVA P grants the Administrator a limited, non-exclusive, non-transferable and non-sublicensable right, during the applicable subscription term, to access and use the Services for the Administrator's internal business purposes. This right is subject to the licence terms in clause 3.
2.2The Administrator is responsible for all acts and omissions of its Authorised Users, for maintaining the confidentiality of account credentials, for assigning appropriate permissions, and for promptly disabling access for users who are no longer authorised.
2.3The Administrator must ensure that only an Authorised User with authority to bind the Administrator accepts these Terms, an Order Form or any variation of them through the Services. SAVA P may rely on any such acceptance, and on any instruction given through an account with administrator permissions, as given with the Administrator's authority.
2.4SAVA P may update, modify, enhance or discontinue features of the Services from time to time, provided that it will not materially reduce the core functionality of paid Services during the applicable subscription term as a result of an intentional change, except where reasonably necessary for security, legal, regulatory, compliance or third-party dependency reasons.
2.5SAVA P does not guarantee that the Services will be available on an uninterrupted, timely, secure or error-free basis. The Services may be unavailable because of scheduled maintenance, technical failure, security incidents or circumstances beyond SAVA P's reasonable control, and SAVA P has no liability for any loss arising from that unavailability.
2.6SAVA P does not commit to any service level, uptime percentage, support response time or resolution time unless expressly set out in a written Order Form or a separate signed support policy. No course of dealing, informal practice, oral statement or marketing material creates a service level or availability commitment.
3 Software licence and end user licence terms (EULA)
3.1This clause sets out the end user licence terms for the platform software that forms part of the Services. It applies to the Administrator and its Authorised Users.
3.2SAVA P grants the Administrator a limited, non-exclusive, non-transferable and, except as expressly permitted, non-sublicensable licence to access and use the platform software, as hosted by SAVA P and made available through the Services, during the subscription term and only for the Administrator's internal business purposes and within the user, seat and usage parameters set out in the applicable Order Form.
3.3The licence in this clause does not grant white-label, resale or redistribution rights. Those rights are granted only under a White-Label Licence Deed. Where the Administrator is a White-Label Licensee, the White-Label Licence Deed prevails over these Terms to the extent of any inconsistency, but the Administrator's conduct, compliance and liability obligations under these Terms continue to apply unless the White-Label Licence Deed expressly states otherwise.
3.4The Administrator must not, and must not permit any person to:
(a)copy, modify, adapt, translate or create derivative works of the platform software, except as expressly permitted;
(b)reverse engineer, decompile or disassemble the platform software, or otherwise attempt to derive its source code, except to the extent this restriction cannot lawfully be excluded;
(c)sell, resell, rent, lease, sub-license, distribute or otherwise make the Services available to any third party. An Administrator may still allow its Authorised Users and End-Users to interact with its own environment as the Services allow, and a White-Label Licensee may exercise the rights granted under its White-Label Licence Deed; or
(d)remove or obscure any proprietary notice.
3.5As between the parties, SAVA P and its licensors retain all right, title and interest in and to the platform software, including all source code, algorithms, scoring methodologies, models, architecture and underlying technology, and all Intellectual Property Rights in them. No rights are granted to the Administrator except the limited licence expressly set out in these Terms.
3.6SAVA P may make available patches, updates and new versions of the platform software during the subscription term as part of the Services. Separate or additional modules and products, including SAVA F and SAVA R, may require a separate subscription or licence and are not included in the base subscription unless the Order Form says so.
3.7If the Administrator provides suggestions, enhancement requests or other feedback about the Services, SAVA P may use that feedback without restriction, and the Administrator grants SAVA P a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit it.
3.8On expiry or termination of the subscription, the licence in this clause ends, the Administrator must cease using the platform software, and the export of Administrator Data is governed by clause 18 and the DPA. Where a White-Label Licensee's access is revoked or its White-Label Licence Deed ends, the access of each person who uses the Services through that licensee, rather than under its own subscription with SAVA P, also ends, subject to any transition arrangements in the White-Label Licence Deed.
3.9The Administrator is responsible for the classification and handling of sensitive information it processes through the Services, including data room content used for anti-money-laundering, know-your-customer or financial due diligence purposes, and must ensure it has a lawful basis to upload and share that information.
4 Administrator responsibilities
4.1The Administrator is solely responsible for:
(a)the legality, accuracy, quality and appropriateness of Administrator Data;
(b)the legality of its communications, content, campaigns, recipient targeting, list-building, outreach, event workflows and integration choices;
(c)obtaining and maintaining all rights, notices, disclosures, consents and lawful bases required for its use of the Services and for SAVA P to process Administrator Data on its behalf; and
(d)determining whether and how to use the Services in light of its legal, regulatory, contractual and fiduciary obligations.
4.2As between SAVA P and the Administrator, the Administrator is the party responsible for its relationship with End-Users, recipients and other individuals whose personal data it causes to be processed through the Services. SAVA P is not obliged to monitor that conduct or content.
4.3The Administrator is responsible for list sourcing, recipient classification, consent capture and logging, suppression list maintenance, unsubscribe processing, message content, subject lines, sender identity and campaign settings, and for determining whether a communication is marketing, transactional, service-related, investor-relations-related or otherwise regulated.
4.4The Administrator acknowledges that operational tools, templates, workflows, analytics, logging, deliverability features and unsubscribe mechanisms made available through the Services do not create or verify legal consent on the Administrator's behalf and do not constitute legal advice or compliance certification.
5 Acceptable use
5.1The Administrator must comply with the AUP. The Administrator must not, and must not permit any Authorised User or third party to:
(a)use the Services in breach of any law;
(b)upload or transmit material that is unlawful, deceptive, fraudulent, defamatory, infringing, harassing or abusive;
(c)send unsolicited, misleading or unlawful communications;
(d)impersonate any person or misrepresent affiliation or sender identity;
(e)use purchased, scraped, harvested or unlawfully compiled marketing lists where that use would breach any law or these Terms;
(f)upload malware or interfere with the integrity, performance or security of the Services;
(g)probe or test the vulnerability of the Services without SAVA P's written authorisation;
(h)use the Services in breach of Sanctions Laws; or
(i)use the Services to store or distribute content that infringes third-party privacy, confidentiality, publicity or intellectual property rights.
5.2SAVA P may investigate suspected breaches of this clause and the AUP and may suspend or remove access to the Services or Administrator Data under clause 18.
6 Anti-spam, marketing and communications compliance
6.1If the Administrator uses the Services for email, CRM outreach, newsletters, event invitations, investor updates, marketing or other electronic communications, it must comply with all laws applicable in its own jurisdiction, the jurisdiction of each sender, the jurisdiction of each recipient, and any other jurisdiction whose laws apply to the communication.
6.2Without limiting the above, the Administrator must comply, as applicable, with:
(a)in Australia, the Spam Act 2003 (Cth) and the Privacy Act 1988 (Cth), including the Australian Privacy Principles;
(b)in the United Kingdom, the Privacy and Electronic Communications Regulations 2003 and the UK GDPR;
(c)in the European Union and EEA, the General Data Protection Regulation and applicable ePrivacy rules;
(d)in the United States, the CAN-SPAM Act and applicable state privacy and consumer protection laws, including the CCPA and CPRA where applicable; and
(e)any other applicable law.
6.3Compliance with one regime does not remove the need to comply separately with any other applicable regime.
6.4As a condition of using the Services for regulated outreach, the Administrator must use opt-in consent as its default operational standard for marketing and similar electronic communications unless it has documented grounds under applicable law for another basis, obtain and retain evidence of the relevant consent, notice or lawful basis before sending, and ensure all recipient data has been collected and processed lawfully.
6.5The Administrator must provide legally required unsubscribe or opt-out functionality, honour unsubscribe and suppression requests within the time required by law, maintain and apply suppression lists, and not re-contact opted-out recipients except where lawful and documented. Communications must accurately identify the sender and must not use deceptive subject lines or headers.
6.6SAVA P may monitor aggregate sending behaviour, complaint rates, bounce rates and abuse indicators to protect the Services, and may restrict, suspend or terminate use of communication features if it reasonably believes the Administrator's practices create legal, reputational, deliverability, security or platform-integrity risk.
7 Financial services and regulated content
7.1SAVA P provides technology only. It is not a broker, dealer, underwriter, investment adviser, placement agent or financial services provider, and it does not create, verify, endorse, market, sell or advise on any content, deal, investment opportunity or financial product uploaded to or shared through the Services.
7.2The Administrator is responsible for compliance with all financial services, capital raising, securities and financial promotion laws that apply to its use of the Services, including the Corporations Act 2001 (Cth).
7.3If the Administrator uses the Services to market or facilitate an offer of a financial product, security or other investment, or to raise capital, it must:
(a)hold every licence, registration, authorisation or exemption it requires under the laws of each jurisdiction in which it operates or in which its End-Users are located, including any Australian financial services licence or corporate authorised representative status it requires in Australia;
(b)comply with the laws of each of those jurisdictions that regulate the offer, promotion or distribution of financial products, securities and other investments; and
(c)ensure that each recipient meets any investor eligibility requirements that apply under those laws, including the wholesale investor criteria under the Corporations Act 2001 (Cth) and any equivalent sophisticated, accredited or professional investor tests in other jurisdictions.
7.4The Administrator must not use the Services in a way that would cause SAVA P, in any jurisdiction, to require a financial services, securities, investment or similar licence or registration (including an Australian financial services licence), to be treated as carrying on a financial services or investment business, or to be dealing in, arranging, issuing, promoting or advising on a financial product or security, or making a regulated offer. As between the parties, SAVA P does not, through the Services, provide financial product or investment advice, deal in, arrange or issue any financial product or security, or make any offer or invitation in relation to a financial product or security, and the Administrator alone is responsible for any such activity conducted through its use of the Services.
8 Integrations and third-party services
8.1The Services may support integrations with third-party services, including mailbox applications, CRM tools, event platforms, storage and payment providers. The Administrator is responsible for determining whether it is authorised to connect a third-party service, whether data may lawfully be shared through it, and whether the third-party service is appropriate for its requirements, and for reviewing and accepting that service's terms.
8.2SAVA P is not responsible for the privacy, security, availability or data-handling practices of third-party services, except to the extent SAVA P processes the relevant data within its own systems or under its own Subprocessor arrangements.
8.3The Services may allow the Administrator to connect an artificial intelligence assistant, agent or other tool to the Services, including through an API, connector or Model Context Protocol (MCP) server made available by SAVA P (Connected AI Tool). Where the Administrator connects a Connected AI Tool:
(a)the Administrator decides whether to connect it and which data and permissions it may access, and is responsible for everything the Connected AI Tool does using those permissions;
(b)the Connected AI Tool is a third-party service for the purposes of this clause 8, and its provider is not a Subprocessor of SAVA P; and
(c)once Administrator Data leaves the Services through the Connected AI Tool, SAVA P does not control it and is not responsible for how it is used, stored, disclosed or secured, including any use of it to train artificial intelligence models.
9 Data protection and privacy
9.1As between the parties, the Administrator is the data controller and SAVA P is the data processor in respect of personal data processed on the Administrator's behalf through the Services. SAVA P is a controller in respect of personal data it processes for its own business operations, including account administration, billing, security, fraud prevention, support and legal compliance.
9.2As between the parties, the Administrator is responsible for:
(a)determining the purposes and means of its use of Administrator Data;
(b)providing required notices to data subjects;
(c)establishing and documenting lawful bases for processing;
(d)handling data subject requests relating to Administrator Data, except to the extent SAVA P must assist under the DPA; and
(e)ensuring Administrator Data may lawfully be transferred to and processed by SAVA P and its Subprocessors.
9.3Where SAVA P processes personal data on behalf of the Administrator, the DPA applies and is incorporated into these Terms. SAVA P's processing of personal data in its own capacity is described in the Privacy Policy. SAVA P will maintain reasonable technical and organisational measures designed to protect Administrator Data.
10 Subprocessors and international transfers
10.1The Administrator authorises SAVA P to engage Subprocessors to provide the Services, subject to the DPA. SAVA P maintains a current list of Subprocessors and will give notice of a new Subprocessor by publishing an updated list and, where reasonably practicable, by another reasonable means. The Administrator may object to a new Subprocessor on reasonable data protection grounds within the period stated in the DPA, failing which it is taken to have accepted that Subprocessor.
10.2Where Administrator Data is transferred across borders, the parties will use the transfer mechanism set out in the DPA or otherwise required by applicable law, including standard contractual clauses where applicable.
11 Artificial intelligence features
11.1The Services may include features that use artificial intelligence, machine learning or large language models to generate, summarise, draft, classify or otherwise process content (AI-Assisted Features). Output from AI-Assisted Features may be inaccurate, incomplete, outdated or otherwise inappropriate and does not constitute advice of any kind.
11.2The Administrator must review and independently verify any AI-generated content before it is sent, published, filed or relied upon, and is solely responsible for its accuracy, appropriateness and legality once used. To the maximum extent permitted by law, AI-Assisted Features are provided on an as-is and as-available basis, and SAVA P has no liability for loss arising from the Administrator's use of or reliance on AI-generated content.
11.3SAVA P will not permit personal data processed through the Services to be used by third-party AI providers engaged by SAVA P to train models for the benefit of parties other than SAVA P and its customers generally, except where the Administrator has expressly enabled that functionality. As between the parties, and subject to any third-party AI provider's terms, SAVA P assigns to the Administrator such rights as SAVA P has in AI-generated output produced specifically for the Administrator.
12 Early access and pre-release services
12.1SAVA P may make the Services, or particular features, available on an early access, beta, pilot, preview or other pre-release basis (Early Access Services), including where access is offered to a limited number of invited customers. Early Access Services are provided for evaluation only. They may be incomplete or unstable, may contain errors, and may be changed, suspended or withdrawn at any time.
12.2To the maximum extent permitted by law, Early Access Services are provided on an as-is and as-available basis, no service level, availability or support commitment applies to them, and SAVA P has no liability for any loss arising from their use, including any loss of data. The Administrator uses Early Access Services at its own risk and is responsible for keeping its own copies of Administrator Data.
13 Intellectual property
13.1SAVA P and its licensors retain all right, title and interest in and to the Services, software, underlying technology, documentation and all related Intellectual Property Rights. Nothing in these Terms transfers any of those rights to the Administrator.
13.2As between the parties, the Administrator retains all right, title and interest in and to Administrator Data. The Administrator grants SAVA P a non-exclusive, worldwide licence to host, copy, transmit, display, process and adapt Administrator Data only as necessary to provide, secure, support, maintain and improve the Services, comply with law and enforce these Terms.
14 Confidentiality
14.1Each party must keep the other party's Confidential Information confidential. It may use that information only as necessary to perform its obligations or exercise its rights under these Terms, must protect it using reasonable safeguards, and may disclose it only to personnel, advisers and Subprocessors who need to know it and are bound by equivalent obligations.
14.2These obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information if required by law, and will give prior notice where lawful.
15 Fees, taxes and no refunds
15.1The Administrator must pay the fees set out in each applicable Order Form. Fees are exclusive of GST, VAT, sales and similar taxes, duties and levies (other than taxes on SAVA P's net income), which the Administrator must pay in addition. Words defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning where used in relation to GST.
15.2Except to the extent required by law (including any non-excludable consumer guarantee under the Australian Consumer Law), all fees are non-refundable, and no credit or refund is given for partially used subscription periods, unused features or downgrades.
15.3SAVA P may suspend access to the Services for overdue amounts after reasonable prior notice, except to the extent the Administrator is disputing charges in good faith and has paid all undisputed amounts.
16 Warranties and disclaimers
16.1Each party warrants that it has authority to enter into these Terms. The Administrator warrants that it has all rights and permissions necessary to use Administrator Data with the Services, that its use of the Services and Administrator Data will comply with law, that it will not provide unlawful instructions to SAVA P, and that it will not use the Services to send unlawful communications.
16.2Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Services are provided on an as-is and as-available basis, and SAVA P disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and does not warrant uninterrupted or error-free operation. Nothing in these Terms excludes, restricts or modifies any consumer guarantee or other right or remedy under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other law that cannot lawfully be excluded, restricted or modified.
17 Indemnities
17.1The Administrator must indemnify SAVA P, its affiliates and their officers, directors, employees and agents against any third-party claim, and any loss, damage, fine, penalty, liability, cost or expense (including reasonable legal costs), arising out of or relating to:
(a)Administrator Data;
(b)the Administrator's or its Authorised Users' use of the Services in breach of these Terms, the AUP, the DPA or any law;
(c)the Administrator's failure to obtain valid consent, provide required notices, establish a lawful basis or maintain required suppression or unsubscribe controls;
(d)an actual or alleged breach of anti-spam, privacy, data protection, consumer protection, financial promotion or securities communications laws through the Administrator's activities;
(e)a claim that Administrator Data, or the Administrator's communications or integration choices, infringe third-party rights; or
(f)the Administrator's dealings with End-Users.
17.2SAVA P will defend the Administrator against a third-party claim that the Services, as provided by SAVA P and used in accordance with these Terms, infringe that third party's Intellectual Property Rights, and will pay damages finally awarded or agreed in settlement by SAVA P. This does not apply to the extent the claim arises from:
(a)Administrator Data;
(b)combination with items not supplied by SAVA P;
(c)use outside the permitted scope; or
(d)modifications not made by SAVA P.
17.3SAVA P's liability under this indemnity is subject to clause 19.
17.4The indemnified party must give prompt notice, reasonable cooperation and control of the defence and settlement to the indemnifying party, except that no settlement may impose any admission, liability or non-monetary obligation on the indemnified party without its prior written consent.
18 Suspension, term and termination
18.1SAVA P may suspend all or part of the Services immediately if it reasonably believes that:
(a)the Administrator has materially breached these Terms, the AUP or the DPA;
(b)continued provision creates a security, legal, regulatory, reputational or deliverability risk;
(c)payment is materially overdue following notice; or
(d)suspension is required by law, court order or regulator request.
18.2Where reasonably practicable, SAVA P will give notice and an opportunity to cure before suspending.
18.3These Terms begin on the earlier of acceptance or first access to the Services and continue until all Order Forms have expired or been terminated. Either party may terminate these Terms or an affected Order Form for a material breach not cured within thirty days after written notice, except that SAVA P may terminate immediately for serious breaches involving unlawful communications, sanctions issues, security incidents or misuse that cannot reasonably be cured.
18.4On termination or expiry:
(a)the Administrator's access rights end and it must cease using the Services;
(b)each party may require the return or deletion of its Confidential Information, subject to legal retention obligations; and
(c)SAVA P may delete or de-identify Administrator Data in accordance with the DPA, the Privacy Policy, its backup practices and applicable law, after the export window described in the DPA.
18.5Any provision that by its nature should survive termination does so, including provisions on payment, intellectual property, confidentiality, disclaimers, indemnities, limitation of liability and dispute resolution.
19 Limitation of liability
19.1To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, exemplary or consequential loss, or for any loss of profits, revenue, goodwill, anticipated savings, business opportunity or data, even if advised of the possibility.
19.2To the maximum extent permitted by law, SAVA P's total aggregate liability arising out of or relating to these Terms, the Services, the AUP, the DPA and the Privacy Policy will not exceed the greater of 1.2 times the total fees paid or payable by the Administrator in the twelve months before the claim, or AU$500.
19.3The exclusions and limitations in this clause do not limit:
(a)the Administrator's payment obligations;
(b)either party's liability for fraud or wilful misconduct;
(c)the Administrator's indemnity obligations;
(d)the Administrator's misuse of the Services or infringement of SAVA P's Intellectual Property Rights; or
(e)any liability that cannot lawfully be excluded or limited.
19.4Each provision of this clause operates independently, so that if one is unenforceable the others continue to apply.
20 Audit and publicity
20.1SAVA P may provide security documentation, summaries, certifications or audit reports subject to confidentiality obligations and reasonable access controls. Any audit right is subject to the DPA and to reasonable notice, frequency limits and protection of other customers' data.
20.2The Administrator must not use SAVA P's name, trade marks or logos without SAVA P's prior written consent.
21 General
21.1 Entire agreement
These Terms, together with each applicable Order Form, the DPA, the AUP, the Privacy Policy and any White-Label Licence Deed, constitute the entire agreement between the parties about the Services and supersede all prior discussions, representations and understandings about the Services.
21.2 Order of precedence
If there is a conflict between these Terms and another document that forms part of the agreement, the order of precedence is any White-Label Licence Deed, then the Order Form, then the DPA, then the AUP, then these Terms, unless the relevant document expressly states otherwise.
21.3 Variation
SAVA P may vary these Terms from time to time by posting an updated version or otherwise notifying the Administrator, and the Administrator's continued use of the Services after the change takes effect is taken to be acceptance of the varied Terms. No other variation of these Terms is effective unless it is in writing and agreed by SAVA P.
21.4 Assignment
The Administrator must not assign, novate or otherwise deal with its rights under these Terms without SAVA P's prior written consent. SAVA P may assign or novate these Terms to an affiliate, or in connection with a merger, acquisition, reorganisation or sale of assets, on notice to the Administrator.
21.5 Waiver
A failure or delay by either party in exercising a right under these Terms does not operate as a waiver of that right, and a single or partial exercise of a right does not prevent its further exercise. A waiver is effective only if it is in writing.
21.6 Severance
If any provision of these Terms is void, voidable or unenforceable, it is read down to the extent necessary to be valid or, if it cannot be read down, severed, and the remaining provisions continue in full force.
21.7 Relationship of the parties
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between them, and neither party may bind the other.
21.8 Further assurance
Each party must do all things reasonably necessary to give full effect to these Terms.
21.9 Force majeure
Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay, to the extent the failure or delay is caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate the effect of the event.
22 Governing law and dispute resolution
22.1These Terms are governed by the laws of New South Wales, Australia, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Subject to the following subclause, the parties submit to the exclusive jurisdiction of the courts of New South Wales.
22.2Any dispute arising out of or relating to these Terms or the Services, including any question about their existence, validity or termination, will be referred to and finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under the ACICA Arbitration Rules in force when the arbitration is commenced. The seat is Sydney, the tribunal is one arbitrator, and the language is English. Either party may seek interim or injunctive relief from the courts referred to above to protect its Confidential Information or Intellectual Property Rights or to prevent irreparable harm, without waiving its right to arbitrate.
23 Notices and how to contact us
23.1Any formal notice under these Terms must be in writing. The Administrator may give notice to SAVA P by email to info@sava-p.com or by post to SAVA P's registered office. SAVA P may give notice to the Administrator by email to the address associated with the Administrator's account, by post to the address in the applicable Order Form, or through the Services.
23.2A notice given by email is taken to be received when the email leaves the sender's system, unless the sender receives an automated message that it was not delivered. A notice given by post is taken to be received on the third Business Day after posting. A notice that would otherwise be taken to be received after 5.00pm (Sydney time), or on a day that is not a Business Day, is taken to be received at 9.00am (Sydney time) on the next Business Day.
23.3For any general questions about these Terms or the Services, the Administrator can contact SAVA P at admin@sava-p.com.