Software as a Service Agreement

This Software as a Service Agreement (Agreement) is made between:

[PCMD Software Solutions Pty Ltd ACN 649 971 755] of PO Box 4753 Eight Mile Plains, Queensland, 4113 (PCMD, us, we, our)

Authorised representative signature

Authorised representative name

and

[Company Name] ACN [ACN number] of [address] (Customer or you)

Authorised representative signature

Authorised representative name

BEFORE SIGNING: PCMD provides the Software and Services as-is. You should assess the Software and Services to determine whether they’re suitable for you, and meet your needs, before entering into this Agreement. PCMD makes no representation about the Software or Services, including about their suitability for your intended use.

Service Details

1. Commencement Date

Date

2. Term

Term Date

3. Customer Contact Details

Name:
Email:
Phone:
Address:

4. Software

PCMD is a project and cost management software solution supporting your business to manage and track all elements of your workload.

5. Support Services

PCMD has online chat support available during standard business hours. You can also email your question to support@pcmd.com.au

Alternatively visit www.pcmd.com.au/partners to locate your nearest PCMD partner for specific strategy and training support

6. Maintenance Services

details of regular maintenance / backup / upgrades, any known downtime / service interruptions

Note to TE: ensure you specify service exclusions – see clause 10.3

7. Fees

  1. License Fees for the right to use the Software are: $190 (ex GST), per User, per calendar month, paid in advance by direct debit, with the first months’ payment to be paid on the Commencement Date
  2. Training, Strategy and Implementation:
    PCMD don’t offer direct training, strategy or implementation. Visit www.pcmd.com/partners to locate your nearest PCMD Partner.

All Fees will increase on an annual basis at the rate notified by PCMD, subject to your termination rights under clause 7.1 of the Terms and Conditions.

Terms and Conditions

  1. Term
    1. This Agreement commences on the Commencement Date and continues for the Term unless terminated in accordance with this Agreement.
    2. At the end of the Term, the Agreement continues on its then existing terms and conditions until either party provides 30 days’ written notice to the other party.
  2. Services
    1. PCMD will supply and you will acquire Services, including access to and use of the Software, in accordance with this Agreement.
    2. The Services will be supplied in accordance with the Service Details.
    3. You may vary the Services from time to time only with the written agreement of PCMD.
    4. We may update, upgrade or modify the Software from time to time. This may mean that certain functionality may be removed or modified. You understand and agree that such update, upgrade or modification is industry standard, and will not entitle you to any discount, reduction in the Fees, or right to terminate this Agreement.
    5. You won’t, and won’t allow anyone else (including but not limited to the End Users) to use or attempt to use the Service:
      1. other than for the purpose we’ve specified (if any);
      2. to break laws, infringe upon anyone else’s rights, or harm property or people;
      3. in a way that damages, interferes with or interrupts the Services or the PCMD Network; or
      4. to re-supply or re-distribute the Services, including the Software (or any part of them) without our prior express written agreement.
    6. PCMD won’t provide you with any:
      1. hardware:
      2. setup / implementation services;
      3. transmission services;
      4. data services, including but not limited to networks, customisation, extraction, manipulation or importation from legacy, or
      5. systems,

      unless PCMD agrees to do so in writing.

    7. The Services are provided as-is. Unless you and PCMD agree in writing, PCMD will not modify the Services to meet any functional requirements you may have, or make any customisations to the Services.
  3. Your equipment and software
    1. You agree to make sure any equipment and software (not supplied by PCMD) you use in connection with the Service is fully compatible. This includes making sure it has suitable space and power, and complies with law, regulations, and with our requirements. Unless we agree it with you specifically, we don’t take any responsibility for your equipment or your software.
    2. In addition to any maintenance window specified in the Service Details, we might need to modify or conduct maintenance on the PCMD Network in areas relating to the Service. We’ll aim to do this outside of Business Hours, and give you notice where doing so is reasonably possible.
    3. Because PCMD won’t be providing you with data back-up services, it’s important that you back-up your own data. PCMD will not be liable to you for any loss of data that has been created in the course of your use of the Services.
  4. Third party Products and software
    1. If third party products or software are required to obtain the benefit of the Services, you:
      1. will obtain, at your cost, any licenses required to use such products and software;
      2. accept the risk in such products and software;
      3. acknowledge that your use of third party products and software will be subject to the terms of any applicable third party licences, warranty terms, and any other relevant terms and conditions; and
      4. release PCMD from liability for any Loss you may incur in connection with your use of third party products or software.
  5. Charges, Invoicing and Payments relating to your Service
    1. You agree that you’ll pay us the Fees, regardless of who uses the Services and whether you approved that usage.
    2. On expiry of the Term, if this Agreement is not terminated:
      1. the Term of this agreement will be renewed for a month, and this Agreement will continue to be renewed on rolling one-month terms until either party terminates this Agreement by giving at least 30 days’ written notice, or otherwise in accordance with its terms; and
      2. the Fees applying at the date of expiry will continue to apply,
        unless we have both expressly agreed otherwise in writing to an agreed further term, or alternative Fees (or both), as applicable.
    3. When it comes to paying for your Service, you agree:
      1. that you’ll pay the amount you owe us; and
      2. you won’t withhold, deduct, set-off or counterclaim any amount from or against any payment due to us.
    4. You may incur extra charges for:
      1. suspending your Service or doing anything (including modifying, repairing, or replacing the Service) as a result of an Excluded Event;
      2. increasing your number of End Users;
      3. investigating and (if requested) correcting a fault, where we decide that the fault is caused by your equipment, software or facilities; or
      4. requiring us to perform maintenance, support, training or other services outside Business Hours.
    5. Unless there is something clearly incorrect on your invoice, our records are evidence of the amount payable, unless these are proven wrong.
    6. We (including our agent) will send you tax invoices for the Fees for your Service. You will pay the Fees for your Service monthly in advance. Our payment processor, a third party, will process these payments by direct debit.
    7. The payment of the Fees will be subject to the payment processor’s terms and privacy policy. You understand and agree that:
      1. PCMD is not responsible to you for any errors made by the payment processor, or any damage or loss you suffer because of the payment processor;
      2. PCMD may need to disclose Personal Information to the payment processor in order to arrange your direct debit payment; and
      3. you will pay any direct debit fees charged by the payment processor.
    8. If there are insufficient funds in the account you’ve nominated for your direct debit, or we don’t receive your payment in time, we may, acting reasonably:
      1. charge you interest at the Late Payment Rate, and our reasonable costs of recovering payment from you; and
      2. list information about your payment default with a credit reporting body.
  6. Taxes
    1. When you pay the Fees, you’ll also pay us an additional amount that’s equal to the Tax on the Fees, unless the Agreement has stated that taxes are included.
    2. If Fees include Tax and those Taxes change, we may increase or decrease the Fees that you are required to pay accordingly.
    3. If you’re required to deduct or withhold Tax from a payment to us by law, you need to:
      1. promptly pay an amount equal to the amount deducted or withheld as required by law and by the date that Tax is due to be paid to the appropriate governmental or regulatory agency; and
      2. increase your payment to us by the amount that’s necessary to ensure we receive the full amount which we would have received if no deduction or withholding had been made.
    4. If clause 6.3 applies, PCMD will on request, and subject to you providing PCMD with a receipt for the amount withheld by you, apply for a credit or rebate to which it may be entitled in connection with the deduction or withheld Tax. PCMD will refund to you any credit or rebate received, up to the amount of the increased payment made by you under clause 6.3.
  7. Your rights to suspend or cancel your service
    1. You can cancel your Service and terminate this Agreement:
      1. within ten (10) Business Days of the date you sign this Agreement;
      2. if we give you notice of a Fee increase, within 30 days of the date of that notice;
      3. by giving us thirty (30) days’ written notice after the Term;
      4. during the Term, as long as you give us thirty (30) days’ written notice and pay the Cancellation Fee
    2. You can immediately cancel your Service and terminate this Agreement by giving us written notice if:
      1. we breach a material term or condition of this Agreement and:
        1. the breach cannot be remedied by us; or
        2. if it can be remedied, we fail to do so within thirty (30) days of the date of the notice you issued to us, which must specify the nature of the breach you require us to remedy; or
      2. your Service has ceased to be provided because we have suffered an Insolvency Event.
  8. Our rights to suspend or cancel your service
    1. We’re able to cancel your Service immediately and terminate this Agreement:
      1. by giving you thirty (30) days’ written notice after the Term;
      2. by giving you thirty (30) days’ written notice, if before the Commencement Date, we reasonably determine that it’s not technically or operationally feasible or commercially viable to supply you with our Service; or
      3. if your Service is Suspended by us under clause 8, and that Suspension continues for more than fourteen (14) days.
    2. We’re also able to cancel your Service and terminate this Agreement immediately by giving you written notice if:
      1. you’ve failed to remedy a breach of the Agreement and we’ve previously given you thirty (30) days’ written notice asking you to do so;
      2. you breach any part of clauses 2 or 3, both of which are essential terms of this Agreement;
      3. you suffer an Insolvency Event;
      4. the common law gives us the right to terminate this Agreement;
      5. there is a Force Majeure Event lasting for more than thirty (30) days; or
      6. you don’t pay us according to clause 5, which is an essential term of this Agreement;
    3. We can immediately Suspend or Downgrade your Service if:
      1. it’s necessary for us to repair or maintain the PCMD Network;
      2. we’re unable to supply your Service because the PCMD Network is unavailable, or becomes unavailable; or
      3. any of the events referred to in clause 8.2 occur, as an alternative to cancelling your Service, at our discretion.
    4. If your Service has been Suspended or Downgraded under clause 8.3 and we’ve decided not to immediately cancel your Service, we will promptly recommence your Service when the reason for your Suspension has been resolved.
  9. Your rights and obligations after cancellation of a Service
    1. If it’s applicable, when you cancel a Service, we’ll notify you of the revised charges for your remaining Services.
    2. If your Service is cancelled in whole or part for any reason:
      1. you (and your Personnel and any End User) must stop using any Service that has been cancelled;
      2. and there is any part of the Service that remains active and continues to be used, you must continue to pay the charges for the remaining Service; and
      3. each party’s accrued rights and obligations will be unaffected, unless our Agreement clearly states otherwise
  10. Your rights, Our rights
    1. We’re only liable to you to the extent provided in this clause. We’re not liable to you for Consequential Loss in connection with the Services or the Agreement.
    2. We exclude all conditions and warranties implied into this Agreement. If the law implies terms into this Agreement and we breach them, then we’re liable to you. In those circumstances, we’re only liable for resupplying the relevant or equivalent services, or paying you the cost of doing so, and only as long as the services are of a kind not ordinarily acquired for personal, domestic or household use or consumption.
    3. We don’t guarantee continuous access to, or a fault-free, Service. We are not liable to you for Interruptions to the Service caused by a Force Majeure Event or an Excluded Event or service specific exclusions set out in the relevant Service Details. We also won’t be liable to you for periods of downtime, or minor errors that interrupt availability of the Service. While you may not have uninterrupted Service access, your access will generally not be substantially restricted for an extended period of time without PCMD giving you prior notice.
    4. Our liability for your Loss is reduced to the extent that your acts or omissions, or your equipment (or the acts, omissions or equipment of a third person) cause or contribute to that Loss.
    5. To the extent that we’re liable to you in connection with this Agreement and/or any other agreement we have with you, our liability to you, whether in contract (including breach, anticipatory breach and repudiation), tort (including negligence), statute, under an indemnity or otherwise, is limited to the lesser of the following:
      1. an amount that is equal to the total of all amounts paid by you to PCMD during the twelve (12) months before the event leading to the claim; and
      2. $20,000 in aggregate (i.e. relating to this Agreement and/or any other agreement we have with you).
    6. We’re not liable to you, or End Users for any Content that’s obtained using our Service or used in connection with our Service, for example, software applications.
    7. You indemnify us against all Loss suffered or incurred by us in connection with;
      1. the use or attempted use of the Service; or
      2. the use, access or transmission of any Content using the Service.
  11. Intellectual Property
    1. Intellectual Property Rights in:
      1. Your Material will be owned by you;
      2. Products (including third party licensed software) will be owned by the manufacturer or developer of those Products;
      3. all other materials, information, know how, systems, processes, software (including enhancements or modifications) and technology of any nature that’s created or used in connection with this Agreement (Contract Material) and isn’t covered by 11.1(a) or (b) will be owned by us.
    2. Where we need to use the Intellectual Property Rights in Your Material for the purpose of supplying the Services to you, for the duration of this Agreement you grant us a royalty free, non-exclusive, non- transferable licence in the country in which the Services are supplied.
    3. We grant you a royalty free, non-exclusive, non-transferable licence or the duration of this Agreement to use the Intellectual Property Rights in the Contract Material in the country in which the Services are supplied and for the purpose of enjoying the benefit of the Services. If you or your End User attempt to licence, sell or commercially exploit the Contract Material, you will be liable for all Loss suffered or incurred by us in connection with such licensing, sale or exploitation of the Contract Material.
  12. Privacy and Personal Information
    1. We collect Personal Information directly from you, End Users or your relevant Personnel. We use it to supply the Service, to give you the best possible service, and for the other purposes described in our Privacy Policy. Without it, we may not be able to supply the Service or provide the level of service you expect. As explained in our Privacy Policy, we share Personal Information with a number of other service providers and partners for these purposes, some of whom may be overseas. Their locations are listed in our Privacy Policy. More information about our privacy practices, how to access or correct our records, or make a complaint, can be found at https://pcmd.com.au/privacy-policy/.
    2. In using the Services, you might provide Sensitive Information such as End User or employee addresses, tax file numbers, bank details and other sensitive details, to PCMD.
    3. You warrant that you have the consent of the person to whom any Sensitive Information or Personal Information relates to disclose such Sensitive Information or Personal Information to PCMD, and that PCMD is authorised to use all Sensitive Information and Personal Information disclosed to PCMD for any purpose that it might reasonably be expected to be used in connection with the Services.
  13. Confidentiality
    1. All parties agree to keep confidential, and to not disclose the other’s Confidential Information except where necessary under this Agreement, or when it’s required by law.
    2. You agree that we’re allowed to publicly refer to you as a customer of PCMD in our marketing, sales, financial material or reports. If you don’t want us to refer to you as an PCMD customer, please let us know in writing.
    3. If the Service is cancelled on request from either party, a party may be required to return or destroy the other’s Confidential Information, provided that it’s not required to be kept by law.
  14. Force Majeure Event
    1. When a Force Majeure Event affects you, your Personnel, PCMD or our Personnel and prevents either party (Affected People) from performing their obligations (other than an obligation to pay money) under this Agreement, the Affected People won’t be liable for this failure.
    2. The Affected People must immediately let the other party know of the Force Majeure Event. As soon as is reasonably possible, each of PCMD and you must make their respective best efforts to resume performance in accordance with this Agreement. A party’s obligations don’t otherwise change during this Force Majeure Event.
  15. Assignment and Subcontracting
    1. You can assign your rights under the Agreement if you have our prior written consent.
    2. We can assign some or all of our rights and / or obligations under the Agreement to any person, without your consent.
  16. Faults
    1. As soon as you become aware of any fault in the Service, you must report that fault to us by email to support@pcmd.com.au.
    2. Before reporting a fault to us, you must take all reasonable steps to ensure that the fault is not attributable to an Excluded Event. If we determine that the fault is attributable to an Excluded Event, we may charge you for reasonable costs incurred for both the investigation of the fault, and if you require us to rectify the fault attributable to the Excluded Event.
    3. Where we determine that the fault is an Interruption, we will use reasonable endeavours to restore the Service in accordance with the relevant service levels (if any) identified in the Service Details. We will notify you when the Interruption is rectified.
    4. Any further conditions regarding fault restoration applicable to a Service are set out in the relevant Service Details.
  17. Resolution Management
    1. Before any right of termination is exercised pursuant to clauses 7.2 or 8.2(a) – 8.2(e), the parties must follow the procedures for resolution management set out in this clause 17.
    2. If either of us has a right of termination following an alleged breach, then written notice must be given to the party in breach that it must prepare a remediation plan to cure that breach.
    3. The remediation plan must be completed within ten (10) Business Days of the date of the written notice referred to in clause 17.2. The remediation plan must address and remedy the root cause or causes of any breach, which includes an indication of the time required to remedy the breach. The party in breach must not implement any remediation plan until it has been approved in writing and will continue to submit drafts of the remediation plan taking account any comments and requirements of the party alleging breach until it is approved. In negotiating and approving the remedial plan, the parties must act in good faith. In all cases, such breaches must be remedied within the agreed timeframes set out in the remedial plan.
    4. If the remediation plan is not approved within fifteen (15) Business Days of the date of the notice referred to in clause 17.2, then the parties must refer the matter to their respective senior executives for resolution.
    5. The senior executives must within ten (10) Business Days meet to endeavour to resolve the matter.
    6. Neither party is relieved of its obligations under this Agreement in undertaking its obligations pursuant to this clause 17.
  18. General
    1. All parties will give any necessary notice under this Agreement to each other in writing.
    2. We reserve the right using our reasonable discretion to:
      1. determine which Personnel will perform the Services;
      2. replace or reassign such Personnel; and
      3. sub-contract suitably qualified third-party Subcontractors to perform the Services or part of the Services.
    3. You need to:
      1. nominate a customer representative as the single point for administration of the Service;
      2. make available a suitably skilled, qualified, and technically competent person nominated, authorised and directed by you to provide technical assistance to our Personnel as required, to assist in the delivery of the Service.
    4. You also need to nominate at least two authorised operational contacts, each of whom are authorised by you to:
      1. request and / or accept changes to your Service;
      2. report faults and request move, adds or changes to the Service;
      3. be a point of contact for our support and maintenance staff for the Service; and
      4. notify us of anyone who to be added or removed as an End User.
        We are not required to respond to, and are not liable for, any consequences arising from non-compliance with any requests made by persons who are not authorised operational contacts.
    5. If a party doesn’t exercise a right against the other party, they don’t waive the right to insist on the performance of that right at another time.
    6. Where a provision of this Agreement is void, voidable or unenforceable, it will be severed – but the remainder of the Agreement will not be affected.
    7. Each party agrees to pay its own costs and expenses relating to this Agreement, as well as in any agreement or document that’s either a part of this Agreement or needed to give effect to it.
    8. We each agree that nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties, and neither of us has the right to bind the other under any circumstances.
    9. This Agreement is governed by the laws of Queensland, and all parties submit to the non-exclusive jurisdiction of the courts of Queensland.
    10. This Agreement may only be varied in writing, signed by PCMD and you.
  19. Dictionary and Interpretation
    1. Definitions listIn this Agreement capitalised words have the following meanings:

      Agreement has the meaning given on page 1 of this document.

      Business Day means a day other than a Saturday, Sunday or a public holiday in Queensland.

      Business Hours mean between 9am and 5pm on a Business Day.

      Cancellation Fee means the relevant cancellation fee or termination charge (if any) applicable to the Service calculated by PCMD, which is a genuine estimate of the Loss that PCMD will suffer for that cancellation or termination.

      Commencement Date has the meaning given in the Service Details, and is the date on which PCMD starts supplying that Service to you or is deemed to do so.

      Confidential Information of a party means all information of that party (Owner) of a confidential nature, which the other party (Recipient) first becomes aware, whether before or after the date of this Agreement, either through disclosure by the Owner to the Recipient or otherwise through the Recipient’s involvement with the Owner. Confidential Information does not include information:

      1. the Recipient creates (whether alone or jointly with any person) independently of the Owner’s Confidential Information;
      2. that is public knowledge (otherwise than as a result of a breach of confidentiality by the Recipient or any person to whom it has disclosed the information); or
      3. obtained without restriction as to further disclosure from a source other than the Owner through no breach of confidentiality by that source

        Consequential Loss means expenses incurred, loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of goodwill, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss, and any form of special, indirect, punitive or exemplary loss or damages, and any penalty or fine imposed (even if such loss arises directly, naturally or in the usual course of things from any breach, action or inaction in question).

        Content means:

      4. all forms of information including text, pictures, animations, video, sound, recordings, information- based updates, multimedia, software, separately or combined; and
      5. any “content service” (as defined in the Telecommunications Act 1997 (Cth)), sent and received across a network.

      Downgrade means any modification to the Service which reduces the capacity, use or utility of the Service, including a reduction in End Users of the Service.

      Downgrade Charge means the relevant charge (if any) calculated by PCMD, if a Downgrade is requested by you and accepted by PCMD, which is a genuine estimate of the Loss PCMD will suffer for that Downgrade.

      End User means any person or entity that uses or desires to use a Service, whether or not you allow them to.

      Excluded Event means a breach of the Agreement by you, an act or omission of you or any of your Personnel or an End User, or a failure of your equipment or software.

      Force Majeure Event affecting a party means any event outside that party’s reasonable control, and includes failure or fluctuation in any electrical power supply, failure of air conditioning or humidity control, electromagnetic interference, fire, storm, flood, earthquake, accident, war, labour dispute (other than a dispute solely between that party and its own Personnel), materials or labour shortage, the change or introduction of any law or regulation, or an act or omission of any third party or any failure of any equipment owned or operated by any third party.

      GST has the meaning given in the GST Act.

      GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

      Insolvency Event means:

      1. bankruptcy proceedings are commenced against either party, or either party is declared bankrupt;
      2. any step is taken to enter into any scheme of arrangement between either party and its creditors;
      3. any step is taken by a mortgagee to enter into possession or dispose of the whole or any part of either party’s assets or business;
      4. any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person to either party or to the whole or any part of either party’s assets or business;
      5. if either party is a partnership, the partnership is dissolved, or an application is made to dissolve the partnership;
      6. either party suspends payment of its debts generally; or
      7. either party is or becomes unable to pay its debts when they are due or either party is or is presumed to be insolvent for the purposes of any provision of the Corporations Act 2001 (Cth).

      Intellectual Property Rights means any intellectual or industrial property rights (including any registered or unregistered trademarks, patents, designs, or copyright).

      Interrupt, Interruption in the supply of goods or a service (including the Service) means a delay in supplying or a failure to supply or an error or defect in the supply to the extent that those goods or that Service are rendered unavailable or unusable, whether that occurs before or after the Commencement Date.

      Late Payment Rate means an interest rate of 2% above the PCMD corporate overdraft rate at the applicable time.

      Loss means any loss, cost, liability or damage, including reasonable legal costs on a solicitor/client basis but excludes Consequential Loss.

      MAC means the notice of changes, revised charges or changed terms applicable to any move, add or change request.

      PCMD has the meaning given on page 1.

      PCMD Network means the cloud server on which the Services are made available to you, and any network, equipment, facilities or cabling controlled by PCMD and used in connection with the provision of the Services.

      Personal Information has the same meaning as it is given in the Privacy Act 1988 (Cth) as amended from time to time.

      Personnel of a party means that party’s employees, agents, contractors or other representatives and, in the case of PCMD, includes the employees, agents, contractors or other representatives of PCMD.

      Privacy Policy means PCMD’s privacy policy, as amended from time to time, located at: https://pcmd.com.au/privacy-policy/

      Products mean goods, equipment, hardware, software and software tools, and includes any related technology and/or documentation.

      Property means real or personal property and includes data, confidential information or intellectual property.

      Related Bodies Corporate of an entity means a body corporate that is related to that entity in any of the ways specified in section 50 of the Corporations Act 2001 (Cth).

      Sensitive Information has the same meaning as it is given in the Privacy Act 1988 (Cth) as amended from time to time.

      Services means:

      1. the Services described in the Service Details;
      2. access and use of the Software described in the Service Details;
      3. any training, implementation, support or maintenance services provided in relation to either the Services or the Software as specified in the Service Details; and
      4. the provision of any related materials (including the delivery to you, and your use of, Products) and ancillary services which PCMD supplies to you in connection with that Service.

      Service Details means the part of this Agreement entitled “Service Details” on page 1 of this Agreement, describing the commercial particulars of the Service.

      Subcontractor means any supplier of goods or services which are used by PCMD to supply the service.

      Suspend or Suspension means stop, reduce, restrict or limit supply however, at the relevant time, PCMD notifies you that it does not intend that it is permanent or indefinite.

      Tax means any value-added or GST, withholding tax, charge (and associated penalty or interest), rate, duty or impost imposed by any authority but does not include any taxes on income or capital.

      Term has the meaning given in the Service Details.

      Terms and Conditions means the part of this Agreement entitled “Terms and Conditions”, setting out the terms and conditions on which the Services are provided to you.

      Your Material means any document, methodology or process, documentation, information, data or other material in whatever form provided by you to PCMD.

    2. Interpretation

      In this Agreement, headings are for convenience only and do not impact interpretation. The Agreement is interpreted as follows:

      1. if there is any inconsistency between the terms of the documents that form this Agreement, the Service Details will take priority over the Terms and Conditions.
      2. this is the entire agreement between you and PCMD in relation to the Services;
      3. each of the expressions “PCMD”, “we” “us” and “our” include our respective successors and assigns or people to whom we transfer this Agreement
      4. a reference to a party includes a reference to a person, firm, corporation or other legal entity;
      5. a term which is defined in any part of the Agreement has the same meaning in every other part of the Agreement;
      6. the singular includes the plural and vice versa; and
      7. different grammatical forms of the same word have the corresponding meaning.










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