EDMISS Customer Terms of Service

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

The Agreement consists of these Master Terms, the applicable Order Form, the Product Specific Terms, the Acceptable Use Policy and any other document expressly incorporated by reference.
The Master Terms contain the core legal and commercial terms applying to Your subscription. The Product Specific Terms contain additional terms applying to particular products, features, integrations, Consulting Services and Third-Party Products. Your Order Form contains the details of Your purchase, including the Subscription Term, products purchased and applicable fees.

Master Terms

Last Modified: July 17th 2026

  1. Definitions
  2. Use of Services
  3. Fees
  4. Term and Termination
  5. Customer Data
  6. Intellectual Property
  7. Confidentiality
  8. Publicity
  9. Warranties
  10. Indemnification
  11. Miscellaneous

 

  1. DEFINITIONS

“Access Credentials” means the security keys, secrets, tokens and other credentials required to access APIs made available by Equator IT.

“Add-Ons” means additional product enhancements (including limit increases, capacity packs, and other add-ons) that are made available for purchase.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” or “Customer Terms of Service” means these Master Terms, each applicable Order Form, the Product Specific Terms, the Acceptable Use Policy and any other document expressly incorporated by reference.

“App” or “Apps” means an application, plugin or extension designed to interoperate with the Subscription Service.

“Billing Period” means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Subscription Term specified in the Order Form, or it may be shorter.

“Business Hours” means Monday to Friday from 9am to 5pm Australian Eastern Time (AEST) except for Queensland (Australia) public holidays.

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information includes all information concerning: the Disclosing Party’s customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

“Custom Development” means additional EDMISS features or enhancements specifically requested by, and paid for by, You.

“Customer Data” or “Your Data” means all information that You submit to or collect through the Subscription Service.

“Customer Materials” or “Your Materials” means all materials that You provide, upload or input through the Subscription Service.

“Data Extraction Fee” means the amount you pay Us to provide You an extraction of Your Data before the termination of the Agreement.

“Designated Contacts” means the Users identified by You as the primary contacts.

“Equator IT”, “Equator”, “We”, “Us” or “Our” means EQUATOR PTY. LTD. trading as EQUATOR INFORMATION TECHNOLOGY.

“Equator IT Hosted” means that the servers and databases supporting the Subscription Service are hosted and controlled by Equator IT.

“TAX” means any applicable tax, including a goods and services tax or similar value-added tax, levied or imposed under tax laws.

“Onboarding Phase” means the period during which Your EDMISS instance is being implemented by You with support from Equator IT in preparation for live use.

“Order” or “Order Form” means the Equator IT-approved form by which you agree to subscribe to the Subscription Service and purchase Consulting Services.

“Product Specific Terms” means the additional product-related terms that apply to Your use of Equator IT products, Consulting Services and Third-Party Products.

“Production Environment” means the environment used for business operations.

“Sandbox Environment” means the environment used for testing, training and development purposes.

“Self-hosted” means that the servers and databases supporting the Subscription Service are hosted and controlled by You.

“Subscription Fee” means the amount you pay for the Subscription Service.

“Subscription Service” means all of our applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us.

“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any).

“Third-Party Product” or “Third-Party Products” means any product, professional service, application, platform, integration, automation, data-storage service, artificial-intelligence system, data processor or other service provided by a third party that interoperates with or is used in connection with the Subscription Service.

“Third-Party Sites” means third-party websites linked to from within the Subscription Service.

“Users” means your employees, representatives, consultants, contractors, agents or students who are authorised to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

“Personal Information” and “Sensitive Information” have the meanings given in the Privacy Act 1988 (Cth).

“You”, “Your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement or Order Form as the customer.

  1. USE OF SERVICES

2.1 Access

During the Subscription Term, We will provide Your Users access to use the Subscription Service as described in this Agreement and the applicable Order. You must ensure that all access, use and receipt by Your Users is subject to and in compliance with this Agreement. You may provide access to and use of the Subscription Service to Users of Your Affiliates or allow them to receive Consulting Services purchased under the applicable Order, provided that all such access, use and receipt is subject to and in compliance with the Agreement. You will remain liable for Your Affiliates’ compliance with the Agreement.

You are responsible for all use of the Subscription Service under Your account, including use by Your Users, personnel, contractors, developers, Apps and Third-Party Products. You must ensure that they comply with the applicable requirements of the Agreement.

2.2 Additional Features

You may subscribe to additional features of the Subscription Service by placing an additional Order. This Agreement will apply to all additional Order(s) and all additional features that you request.

2.3 Limits

The usage, capacity and technical limits applicable to You will be specified in Your Order Form, subscription plan or the applicable Product Specific Terms. If there is an inconsistency, the limits stated in Your Order Form prevail.

2.4 Downgrades

Depending on your EDMISS product and plan, you may be entitled to downgrade your subscription.

2.5 Modifications

We may modify the Subscription Service from time to time, including by adding, changing or removing features and functions. During the Subscription Term, We will not materially reduce the overall core functionality of a Subscription Service purchased under an Order, except where reasonably necessary to comply with applicable law, address an urgent security or service-integrity risk, or replace functionality with substantially equivalent functionality. Where reasonably practicable, We will give You advance notice of a material change.

2.6 Customer Support

For information on the customer support terms that apply to your subscription, please refer to the Product Specific Terms.

2.7 Acceptable Use

You will comply with our Acceptable Use Policy (AUP).

2.8 Prohibited and Unauthorised Use

You will not use the Subscription Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement.

2.9 Legacy Products

If you have a legacy Equator IT product, some of the features and limits that apply to that product may be different than those that appear in these Master Terms and/or the Product Specific Terms. If you have legacy Equator IT products, we may choose to move you to our then-current products at any time. If you determine that you are using a legacy product and would like to upgrade to a current version, you must execute a new Order.

  1. FEES

3.1 Subscription Fees

The Subscription Fee will remain fixed during the subscription unless (i) you exceed the limits of your purchased products, (ii) you upgrade products, (iii) you subscribe to additional features or products or (iv) otherwise agreed to in your Order.

3.2 Fee Adjustments at Renewal

Upon renewal, we may increase your fees up to our then-current list price. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.

3.3 Payment against invoice

If You are paying by invoice, We will invoice You no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and at other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable in full by the due date specified in the applicable invoice, unless otherwise agreed by Us in writing.

3.4 Tax

3.4.1 Equator IT will give the Customer a valid tax invoice for any supply under this Agreement to which Tax applies.

3.4.2 If Tax is payable by Equator IT for any supply made to the Customer under this Agreement, the Customer must:

3.4.2.1 in addition to any amount payable for the supply under this Agreement pay the Tax payable in respect of that supply at the same time as the consideration for the supply is due; and

3.4.2.2 pay any penalty or other amount payable by Equator IT as a result of the Customer not making any payment on time.

  1. TERM AND TERMINATION

4.1 Term and Renewal

Your initial subscription term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for additional one year terms.

4.2 Notice of Non-Renewal

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal at least thirty (30) days before the current Subscription Term expires.
If you decide not to renew, you may send a non-renewal notice to us indicating that you do not want to renew by sending us an email to support@equatorit.com.

4.3 Early Cancellation

You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.

4.4 Termination for Cause

Either party may terminate this Agreement, in whole or in relation to any affected Subscription Service:

(i) by giving thirty (30) days’ written notice of a material breach, if the breach remains uncured when that period expires; or
(ii) to the extent permitted by law, immediately by written notice if the other party becomes subject to bankruptcy, insolvency, liquidation, cessation of business or a general assignment for the benefit of creditors.

This Agreement may not otherwise be terminated before the end of the Subscription Term.

4.5 Suspension

4.5.1 Suspension for Prohibited Acts

We may suspend a User’s access to any or all Subscription Services without prior notice if the User uses the Subscription Service in violation of applicable law or this Agreement.

4.5.2 Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid by the due date, we may suspend your access to any or all of the Subscription Services. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

4.5.3 Suspension for Present Harm

If:

(i) Your account or use of the Subscription Service is subject to denial-of-service (DoS) attacks or other disruptive activity;
(ii) Your account or the Subscription Service is being used to engage in denial-of-service attacks or other disruptive activity;
(iii) Your use of the Subscription Service creates a security vulnerability for the Subscription Service or others;
(iv) Your use of the Subscription Service consumes excessive bandwidth; or
(v) Your use of the Subscription Service causes material harm to Us or others,

We may suspend all or part of Your access to the Subscription Service and will notify You electronically as soon as reasonably practicable.

Where reasonably practicable, We will limit the suspension to the affected Users, features or parts of the Subscription Service. Where the suspension results from a matter within Your control, including an act or omission of Your Users, Apps or Third-Party Products, You are responsible for remedying the issue. We will restore access promptly once We are reasonably satisfied that the issue has been remedied and no longer presents a material risk.

Nothing in this clause limits either party’s rights under clause 4.4.

4.6 Effect of Termination or Expiration

Upon termination or expiration of this Agreement, You must stop all use of the Subscription Service.

If You terminate this Agreement for cause, We will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If We terminate this Agreement for cause, You must promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

Upon termination or expiration of this Agreement:

(i) You must remove and uninstall, where applicable, all products provided by Us as part of the Subscription Service;

(ii) if the Subscription Service is Self-hosted, You must comply with the deletion requirements in clause 5.8 and, on request, provide Equator IT with written confirmation signed by a senior executive that the required deletion has been completed; and

(iii) You must not reverse engineer the EDMISS database or any other product provided by Us as part of the Subscription Service.

  1. CUSTOMER DATA

5.1 Ownership of Customer Data

You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

5.2 Access to Customer Data

By You: You can only access Your Data using the products stated on the current Order Form and only during the Subscription Term.

By Us: You grant Equator IT a limited, royalty-free license to reproduce and copy Your Data, but only to the extent required to perform its obligations under this Agreement. Equator IT must at all times keep all Your Data in its possession or control, in confidence and protect it from unauthorised distribution and use.

Equator IT may also access Your Production Environment or Sandbox Environment to respond to Your support requests.

5.3 Third-Party Products, Apps and Integrations

If You enable, configure or direct the use of a Third-Party Product or App with the Subscription Service, You acknowledge that We may facilitate access to Customer Data as necessary for the requested interoperation.

You determine what Customer Data is accessed or transferred, the purposes for which it is processed, the recipients and the destinations involved. You are responsible for selecting, authorising, configuring and monitoring the Third-Party Product or App and for ensuring that its use complies with applicable privacy, data-protection, cybersecurity, data-breach-notification and electronic-communications laws.

You must carry out appropriate due diligence and ensure that each relevant provider and its subprocessors are subject to appropriate privacy, confidentiality, security and data-breach obligations.

Subject to Our express obligations under the Agreement and any liability that cannot lawfully be excluded, We are not responsible for the acts or omissions of a Third-Party Product or App selected, configured or controlled by You, including its subsequent use, disclosure, modification or deletion of Customer Data.

Use of APIs, connectors and other developer or integration tools is also subject to the applicable Developer Terms included in the Product Specific Terms.

5.4 Limits on Equator IT

We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement.

Despite the foregoing, We may use the name, work contact details, role and organisation of Your staff Users for customer-relationship and direct-marketing purposes as described in Our Privacy Policy and permitted by applicable law.

5.5 Customer Data Hosting Location

Customer Data hosted and controlled by Equator IT as part of the Subscription Service is subject to the protections described in this Agreement. This does not apply to Customer Data stored in a Self-hosted environment or transferred at Your direction to a Third-Party Product or App. You are responsible for the processing locations associated with services selected or controlled by You.

5.6 Responsibility for Customer Data

You represent and warrant that:

(i) You have obtained all necessary rights, releases and permissions to provide all Your Data to Equator IT and to grant the rights granted to Equator IT in this Agreement; and
(ii) Your Data and its transfer to and use by Equator IT as authorised by You under this Agreement do not violate any applicable laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised herein is not inconsistent with the terms of any applicable privacy policies.

Subject to Our obligations under the Agreement and any liability that cannot lawfully be excluded, You are responsible for the accuracy, quality and lawfulness of Customer Data, the means by which You obtained it, and Your collection, use, disclosure and transfer of Customer Data.

Nothing in this clause limits Our obligations concerning Customer Data under clauses 5.2, 5.4, 5.7, 5.8, 5.11 or 7.

5.7 Data Security and Data Breaches

Equator IT will maintain appropriate administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Data against misuse, interference, loss and unauthorised access, modification or disclosure.

You acknowledge that use of the Subscription Service involves transmission of Customer Data over networks that are not owned or controlled by Equator IT and that no method of electronic transmission or storage can be guaranteed to be completely secure. Nothing in this paragraph limits Our obligation to implement appropriate safeguards to protect Customer Data in transit or any liability that cannot lawfully be excluded.

If Equator IT becomes aware of an actual incident, or has reasonable grounds to suspect an incident, involving unauthorised access to, disclosure of or loss of Customer Data in Our possession or control, We will notify You by email without undue delay and, in any event, within 48 hours.

Our initial notice will include the information reasonably available to Us at that time. We will provide further material information as it becomes available and take reasonable steps to contain, investigate and remediate the incident.

Equator IT will assess and respond to actual or suspected data breaches in accordance with applicable privacy and data-protection laws and its contractual obligations, including notifying relevant regulators and affected individuals where required and within applicable statutory timeframes.

Where both You and Equator IT may have notification obligations, the parties will reasonably cooperate and coordinate their assessment and notifications. Nothing in this clause prevents either party from making a notification required by law.

5.8 Retention and Deletion of Customer Data

Before termination or expiration of the Agreement, You are responsible for extracting any Customer Data that You wish to retain in accordance with clause 5.9.

Within 30 days after termination or expiration of the Agreement, Equator IT will securely delete all Customer Data in its possession or control, including Customer Data contained in active systems, replicas, archives and backups.

Equator IT may retain information that has been properly de-identified in accordance with clause 5.11.2.

Where Customer Data must be retained by law, Equator IT will continue to protect it, restrict its use to the purpose for which retention is required and securely delete it when retention is no longer required.

If the Subscription Service is Self-hosted, You are responsible for securely deleting all copies of the EDMISS software, database and backups in Your possession or control following termination or expiration. You may retain an extraction of Your Customer Data where permitted by the Agreement and applicable law.

On request, Equator IT will provide reasonable written confirmation that the required deletion has been completed.

We may retain limited business contact information and marketing preferences relating to Your staff Users for the purposes described in Our Privacy Policy. This does not affect Our obligation to delete all other Customer Data in accordance with this clause.

5.9 Retrieval of Customer Data

During the Subscription Term, You may, by running reports from within EDMISS, extract all Your Data.

If You are not renewing the Subscription Service, You may request in writing that We provide an extract of Your Data. You must pay the Data Extraction Fee before We provide the extract. The extract will consist of raw data and will not include metadata or schema information.

5.10 Data Backups

We perform daily backups of Your Data and store those backups off-site. In the event of a disaster, We will use the latest available backup to restore Your Data. Further information is available in Our Systems Reliability terms at https://edmiss.com/legal/reliability/.

If the Subscription Service is Self-hosted, You are responsible for backing up and restoring Your Data.

5.11 Data Practices and Machine Learning

5.11.1 Usage and Operational Information

We may collect technical, operational and usage information generated through Your and Your Users’ interaction with the Subscription Service. This may include login activity, feature usage, performance information, device and browser information and diagnostic logs.

We may use this information to provide, administer, secure, support, analyse and improve the Subscription Service, enforce the Agreement and comply with applicable law. Where this information constitutes Personal Information, We will handle it in accordance with applicable law and Our Privacy Policy.

5.11.2 De-identified Information

We may aggregate or de-identify usage information and Customer Data only where the resulting information does not directly or indirectly identify, and is not reasonably capable of being linked to or identifying, You, a User, a student, prospective student, graduate, education agent, staff member or any other individual or organisation.

Before using de-identified information, We will take reasonable steps to assess and minimise the risk of re-identification. We may use properly de-identified information for analytics, research, service planning and the development and improvement of the Subscription Service.

We will not attempt to re-identify the information or disclose it in a form that identifies, or is reasonably capable of identifying, any Customer, User, student, agent, individual or organisation.

5.11.3 Machine Learning and Artificial Intelligence

We will not use identifiable Customer Data to train, fine-tune, test, evaluate or improve any artificial intelligence or machine-learning model.

This prohibition includes Customer Data that:

(a) contains Personal Information or Sensitive Information;
(b) directly identifies a student, prospective student, graduate, education agent, staff member, User or other individual; or
(c) could reasonably be linked with other information to identify an individual, Customer or organisation.

This prohibition applies to models operated by Us and models operated by third-party providers. We will not permit a third-party provider to retain or use identifiable Customer Data, prompts, responses or outputs to train, fine-tune, test, evaluate or improve any artificial-intelligence or machine-learning model.

We may use information that has first been properly de-identified in accordance with clause 5.11.2 to develop and improve features within the Subscription Service, including features using artificial intelligence or machine learning.

Where You enable an artificial intelligence or machine-learning feature that needs to process identifiable Customer Data, the data may be processed only to provide the requested feature or result to You. Neither We nor the relevant provider may use that identifiable Customer Data to train, fine-tune, test, evaluate or improve an artificial-intelligence or machine-learning model.

  1. INTELLECTUAL PROPERTY

6.1 This Agreement provides access to and use of the Subscription Service and does not transfer ownership of any software to You. The Subscription Service and Consulting Services are protected by intellectual property laws. They belong to and are the property of Us or Our licensors, and We retain all ownership rights in them. You must not copy, rent, lease, sell, distribute or create derivative works based on the Subscription Service or Consulting Services, in whole or in part, except as expressly authorised in writing by Us.

6.2 We encourage all customers to comment on the Subscription Service or Consulting Services and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

  1. CONFIDENTIALITY

7.1 The Receiving Party will:

(i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care;
(ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and
(iii) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any applicable law or regulation, or under a subpoena, court order or other compulsory legal process; provided, however, that:

(i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate;
(ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order;  and
(iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

  1. PUBLICITY

You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by requesting it in writing to us.

  1. WARRANTIES

9.1 Equator IT Warranties

Equator IT warrants that it owns, or has obtained the rights and licences necessary to provide, the Subscription Service and Consulting Services in accordance with the Agreement.

9.2 Customer Warranties

You warrant that You will:
(a) not sell, assign or sublicense the Subscription Service except as expressly permitted under the Agreement;
(b) not reverse engineer, decompile, disassemble, alter or modify EDMISS or any associated product except with Our prior written consent or to the extent expressly permitted by law; and
(c) ensure that access is promptly revoked when an employee, consultant or other authorised person no longer requires access or ceases their relationship with You.

  1. INDEMNIFICATION

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of

(a) unauthorised or illegal use of the Subscription Service by you or your Affiliates,
(b) your or your Affiliates’ noncompliance with or breach of this Agreement,
(c) your or your Affiliates’ use of Third-Party Products, or
(d) the unauthorised use of the Subscription Service by any other person using your User information.

We will notify You in writing promptly, and in any event without undue delay, after becoming aware of any such claim. A delay in providing notice will not relieve You of Your obligations under this clause except to the extent that the delay materially prejudices Your ability to defend or settle the claim. We will give You sole control of the defence or settlement of the claim and provide You (at Your expense) with any information and assistance reasonably requested by You to defend or settle the claim.

  1. MISCELLANEOUS

11.1 Amendment; No Waiver

We may modify the Agreement by posting a revised version at https://edmiss.com/legal/terms and notifying You by email.

A modification may take effect on the date specified in Our notice, including immediately, where it:

(a) is required by applicable law or a regulatory authority;
(b) is reasonably necessary to address an urgent security, privacy, fraud, misuse or service-integrity risk;
(c) corrects an error or clarifies the Agreement without materially reducing Your rights or materially increasing Your obligations; or
(d) relates to a new or optional feature and does not materially affect the Subscription Service You have already purchased.

Any other modification that materially reduces Your rights or materially increases Your obligations will take effect at the beginning of Your next renewal term, unless You agree to the modification earlier. Changes to Subscription Fees are governed by clause 3.2.

If a modification required by law or reasonably necessary to address an urgent risk means that We can no longer reasonably provide an affected Subscription Service under the previous terms, We may terminate that Subscription Service by giving notice to You. We will promptly refund any prepaid but unused fees covering the period after termination.

No delay in exercising any right or remedy, or failure to object, constitutes a waiver of that or any other right or remedy. A waiver on one occasion does not constitute a waiver on any future occasion.

11.2 Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

11.3 Actions Permitted

To the extent permitted by law, except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

11.4 Relationship of the Parties

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

11.5 Governing Law

This Agreement is governed by the laws of Queensland, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland, Australia, and courts entitled to hear appeals from them.

11.6 Severability

If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

11.7 Notices

To Equator IT: Notice will be sent to the contact address set forth in the Order Form and will be deemed delivered as of the date of actual receipt.

To you: your address as specified in the Order Form. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

11.8 Entire Agreement

This Agreement (including each Order) is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service.

11.9 Assignment

You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Equator IT affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

11.10 No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.11 Contract for Services

This Agreement is a contract for the provision of services and not a contract for the sale of goods, therefore the provision or acts for the sale of goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

11.12 Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure Your Affiliates’ compliance with the terms of this Agreement.

11.13 Precedence

In the event of an inconsistency, the following order of precedence applies:
(a) the applicable Order Form, in relation to that Order;
(b) the applicable Product Specific Terms, in relation to the relevant product, service or feature;
(c) these Master Terms;
(d) the Acceptable Use Policy; and
(e) any other document expressly incorporated by reference, unless that document expressly states otherwise.

11.14 Survival

Termination or expiration of the Agreement does not affect any accrued rights or obligations. Clauses 3, 4.6, 5.8, 6, 7, 10 and 11, and any other provision which by its nature is intended to survive, will survive termination or expiration of the Agreement.