Retail Express Terms and Conditions

Terms and Conditions

End User Agreement
Between: RETAIL EXPRESS SERVICES PTY LTD ACN 149 039 994 trading as Retail Express (Retail Express/we/us/our) and: the End User (End User/you/your)

BACKGROUND:

A. Retail Express has the right to license access to and use of the Application.
B. The parties wish to enter into this Agreement to record the commercial arrangements between them regarding Retail Express’ supply of the Application and ongoing assistance to the End User.
C. Retail Express is prepared to license the Application to the End User on a non-exclusive basis expressly in reliance on the terms of this Agreement.

1. DEFINITIONS
Agreement means this agreement, (including the recitals, schedules and any appendices and exhibits to it), as it may later be amended or supplemented by the parties in writing;

Application means the software currently known as “Retail Express” which has the primary features of: point of sale; stock control; inventory management; loyalty; marketing features; reporting; logistics; remote access;

Business Day means a day, not being a Saturday, Sunday or gazetted public holiday, on which banks are open for commercial business in Brisbane in the State of Queensland, Australia;

Commencement Date means the date described as such in the End User Schedule;

Confidential Information means the information, forms, manuals, specifications, Intellectual Property, know-how, ideas, computer software, schematics, processes, publications, statements, trade secrets, drawings and data (and copies and extracts made of or from that information and data) concerning the Application, including (without limitation):

a. all information obtained (whether in writing, pictorially, in machine readable form, orally or by observation during visits) in connection with discussions relating to the Application;
b. information relating to the workings, operations and techniques of the Application;
c. information delivered by presentation, orally, visually or materially in discussions between the Discloser and Recipient with regard to the Application;
d. finances, technology, supplier information, market intelligence, marketing and other business strategy and other commercial information of a confidential nature; but does not include
e. information that is in or enters the public domain other than as a result of a breach of confidence, or information known by us independent of the provision of the Services under this agreement, including information acquired from a third party entitled to disclose it.;

Corporations Act means any law relating to the incorporation, regulation and affairs in general of corporations in Australia, and includes the Corporations Act 2001 or other statutes applicable to a relevant corporation; End User means that party described and identified as such in the End User Schedule;

End User Schedule means the Schedule described as such on the first page of this Agreement; Fee means all fees stipulated in the Licence Fee Schedule contained in clause 2.1 of this Agreement;
Force Majeure Event means the following specific events or circumstances:

a. earthquake, flood, landslide, fire, epidemic or pandemic;
b. explosion, including radioactive or toxic explosion;
c. war, insurrection, military or usurped power, martial law, riot, civil disturbance, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, blockade or acts of terrorism;
d. confiscation by order of any government or public authority; or
e. ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel;
f. failure of or interruption to (from any cause) the operating functionality of any third party provided server hosting, application hosting, data centre facilities or data storage functions and/or failure of or interruption to (from any cause) any internet access; but only where those events or circumstances:
g. are beyond the reasonable control of a party to this Agreement, which could not reasonably be planned for or avoided.

Intellectual Property means and includes all copyright, all rights in relation to inventions (including patents and patent Rights), all trademark Rights, all registered and unregistered design Rights and all other Rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;
Implementation Period means the period of implementation of the Application after the Commencement Date;

Insolvency Event means any of the following:

a. (receiver) if a receiver, provisional liquidator, trustee for creditors or in bankruptcy, administrator or an analogous person is appointed over the assets of the End User or a security holder takes or attempts to take possession of any such assets;
b. (insolvency) if the End User: is or states that it is unable to pay debts as they fall due; suspends payments of its debts; ceases or threatens to cease to carry on all or a material part of its business; or is taken to fail to comply under section 459F of the Corporations Act with a statutory demand made under section 459E of the Corporations Act;
c. (incapacity) where the End User is a natural person, that person dies or becomes mentally ill or suffers any other demise or incapacity (other than bankruptcy);
d. (voluntary/involuntary winding up) if the End User is a company, an application is made for the winding up of the End User or the End User passes a resolution for winding up, except for the purposes of reconstruction, amalgamation, merger or consolidation;
e. (compromise or arrangement) if the End User enters into or takes steps for the purpose of entering into an arrangement or composition with its unsecured creditors generally;

Monthly Service and Support means the ongoing assistance provided by us to you as described in clause 4.3 of this Agreement; Online Test Site means an online website to which access is provided to you by issuance of a URL, username and password & where upon entry you will have access to the software interface and be able to review the Application;

Retail Express Database means the database maintained by us or on our behalf to hold your data as established through the Application;

2. FEES

2.1 Licence Fee Schedule
The pricing detailed in this agreement is based on the licence fee structure as at the date of this Agreement. Licences purchased at a future date are subject to prices published at that time.

2.2 The Monthly Service and Support fee may be subject to future change, based on inflation and other market conditions. We have absolute discretion to change the Monthly Service and Support Fees once annually.

2.3 A failure by you to make payment in accordance with this clause does not:

i. Derogate from your acceptance of the licence of the Application in accordance with this Agreement; or
ii. limit or derogate from any of your obligations under this Agreement.

2.4 If payment of the Fees is not received within the Payment Terms stated in (2.1 – Licence Fee Schedule), this constitutes an event of default and any unpaid Fee or any unpaid portion of it becomes an Overdue Amount.

2.5 Upon an event of default, we may:

i. charge interest at the rate of 4% per month on any Overdue Amount from the date upon which became due until the date of its eventual payment; and/or
ii. withdraw access to the Application and any related materials provided by us and permanently delete any your data from the Retail Express Database (we will retain a copy of your data for 60 days after a Default event); and/or
iii. institute legal proceedings to recover the Overdue Amount and all legal costs (on a solicitor and own client basis) incurred by us in the course of those proceedings; and/or iv. seek indemnity for:
• any and all costs incurred by us in taking any action under this clause; and
• any claims against us arising out of our taking any action under this clause.

2.6 The software licence is provided on a perpetual basis, per stock location. The Application is hosted, installed and managed at a Data Centre (as selected by Retail Express). The User can only access the Application via a web browser. The user must be paying Monthly Hosting Services in order to have access to their licensed ‘Stores’ within the Application.

3. WEB SERVICES
a. Shopify Data Connector
If you are purchasing a Shopify Connector Licence, for the purpose of connecting an external Shopify Website to your Retail Express Application; the following information forms an addendum to and part of this agreement. This document outlines the absolute functionality available via the Shopify Connector, which you hereby accept and agree to. Any functionality not specifically listed should be assumed to not be supported by the Connector: Shopify Data Connector Overview
b. Website API & Web Service Interface
If you are purchasing a Website API licence, for the purpose of connecting your own external website to Retail Express, then the following document forms an addendum to and part of this agreement, and contains all stated features and functionality (go to this URL): Webstore API Guide

4. RETAIL EXPRESS CONDITIONS
In consideration of your due and punctual payment of the Fees, we agree to the following:

4.1 Licence
We grant to you, on a perpetual non-exclusive and non-transferable basis, the licence to access and use the Application online via the Internet, on the terms and conditions set out in this Agreement (the Licence).

4.2 Training and Implementation

a. We will provide you with a comprehensive Knowledge Base Platform, Training Module, and an ‘Implementation / Project Management Console’; plus Project Management support during Implementation.
b. As part of the Application implementation process, we will provide you with training comprised of:

i. a self-paced Online Learning Module; and
ii. we will assign a Project Management Team resource to a single (one) End User contact person, and via appointments, will conduct telephone webinar conference calls to assist and guide your contact person through the ‘Implementation Console’, and provide general advice.

c. Additionally, we offer Webinar training (Interactive Internet & Phone Training). This additional training is charged at the rate of $250 per hour.
d. Please refer to this document (link) which further outlines important information relating to the implementation of Retail Express: Implementation Overview Document

4.3 Ongoing Support and Maintenance

a. The Monthly Service and Support covers site hosting, data back-ups, security, annual software upgrades, and both email ([e-mail]), and telephone technical support during business trading hours (AEST).
b. We will maintain upgrades and versions of the Application at all times, and are responsible for deploying these software upgrades to your database. Upgrades and versions are not optional; they are deployed by us, as and when enhancements are created, and we hereby disclaim and are released from any liability for any loss inadvertently caused by or arising out of the deployment of any upgrades or versions (in which case the most recent data backup would be used to restore your application).

4.4 Accounting Integration Solution
We provide a free software application for the purposes of importing transactions from Retail Express into an Accounting System.

a. A complete and absolute list of accounting packages (and versions) that are compatible with our free Accounting Integration Solution is outlined in the document link below.
b. A complete and absolute list of all functionality available; along with the treatment of journals into a general ledger is outlined in the document link below.
c. You agree that it is your responsibility to review this document from the link below and determine for yourself that the Accounting Integration Solution will meet your requirements, and to understand the features and capabilities.
d. Whilst the free Accounting Integration Solution includes a step-by-step installation and configuration wizard, along with help documentation; you acknowledge that any initial set-up or ongoing support is not covered under the Retail Express Monthly Service and Support. Configuring this solution will take some initial upfront planning and time by a competent Bookkeeper. This solution is optional for use and is not a mandatory solution to be used by the End User.
e. Both parties acknowledge that there are some limitations in the way data is imported to Accounting Systems, and that there may be circumstances where the End User may need to make manual adjustments in their accounting systems directly.

The End User agrees to read the following document which provides a high-level overview of the features and pre-requisites of this service:

i. Accounting Integration Solution Information can be found on page 22 of the following document: Implementation Overview Document

4.5 Offline POS Functionality
Our End Users have access to our free Offline POS solution which provides limited functionality for POS transactions in the event of loss of Internet connection. For information about how this solution works, and its functionality, please visit this URL: Offline POS Information

4.6 Mobile Dashboard Solution
An optional Mobile Dashboard Solution is available and provides retail business owners with the data they need to make smarter business decisions, from anywhere, anytime. A monthly fee for this service is calculated by the number of store locations. For more information please visit the following link: Mobile Dashboard Information

4.7 Other Obligations
We will provide you with a full copy of your data (on CD) in the event that we become unable to continue to fulfil our Monthly Service and Support obligations as outlined in this Agreement. Furthermore, we will provide 90 Days advance notification in writing to the End User in any such event.

5. END USER CONDITIONS
In consideration of the Licence granted to you by us, you agree to:

5.1 Training and Implementation

a. allocate sufficient time to the implementation and configuration process. The time necessary will vary. That variation may be due to your technical competence or other factors;
b. make all reasonable efforts to allocate sufficient time to understand the implementation and configuration process;
c. nominate one single contact person to represent your organisation with whom we will liaise during the Implementation period;
d. allocate an internal human resource in your organisation responsible for completing this Implementation and configuration process (including the installation of Point of Sale (POS) Hardware, if required);
e. acknowledge that it is your responsibility to download the Multi-Media Training Module from the Application. At least 4-6 hours should be allowed for complete Administrator training (using the Multi-Media Training Module). If more time is required, you agree to allow that additional time; and
f. acknowledge that you will need a basic working knowledge of MS Excel to complete the Implementation, and agree to obtain that prior to the Implementation Period.

5.2 POS Hardware
You agree to meet the following requirements:

a. Receipt Printers – Should you use a Receipt Printer, it must be an ‘Epson Compatible’ printer.
b. Dedicated Bar Code Label Printer - Only the Zebra TLP (EPL Language) series is compatible with the Application. Alternatively, you can use any type of standard laser or inkjet printer, to print labels on to A4 template sheets.
c. Cash Draws - the cash draw MUST be connected via RJ12 cable to the Receipt Printer (in order for the cash draw to auto-open, assuming the Receipt Printer is as per the above configuration).
d. Bar Code Scanners – for scanners, you should use a USB or ‘wedge’ connected bar code scanner.
e. PC – Computer Hardware & Web Browser – We recommend a 21 inch or larger monitor to make it easier to view reports in Retail Express (without scrolling). The optimal screen resolution is 1920 x 1080.
The minimum recommended is 15 inches running at 1024 x 768 resolution. Please note smaller devices will work (Microsoft Surface etc) however you may need to zoom out on the browser to view all features successfully e.g. POS. Touch screens are compatible with Retail Express (the same resolution considerations apply). The computer must have a ‘local’ hard drive, as well as a connection to broadband Internet. The computer must also be running the latest versions of Edge, Safari, Chrome or Firefox. Internet Explorer is not supported. You must have administrative access to the computer’s operating system. You will also need a copy of MS Excel software on your computer in order to upload your company and inventory information into Retail Express during the implementation period and to export reports and other personal data from Retail Express. For the POS Module, you need a minimum 10” screen with 1024 x 720 resolution, running the latest versions of Edge, Safari, Chrome or Firefox. Internet Explorer is not supported. In order to connect to POS hardware, the device needs network access to a Windows 10 or higher operating system (anywhere within the local area network). Windows XP, 7 or 8 are not supported.

5.3 Intellectual Property Rights
You acknowledge and agree that all Intellectual Property Rights in relation to the Application the subject of this Agreement are owned by us. You warrant that you will not, during or after the term of this Agreement, do anything which infringes such Intellectual Property Rights.

5.4 Other Obligations

a. Other than as expressly provided for in this Agreement, you must not copy, use or otherwise deal with the Application in any manner whatsoever, including but not limited to any reverse engineering of the Application.
b. You will permit us to conduct audits of your sites in order to determine the authorised number of site licences accessing the Application, provided that we provide you with five business days advance warning. Audits would never exceed more than one per year.
c. You are responsible for providing your own facilities (such as computers, browser and other software, hardware, modem or telecommunications) necessary for utilising the Application. 
d. We recommend that your Internet Service Providers (ISP) remain constantly connected to the Internet. We also recommend that you have a back-up Internet access system, such as a Dial-Up account from an ISP, or a wireless ADSL link.
e. You are responsible for the accuracy and integrity of the data that is uploaded to the Retail Express Database during the Implementation period, and ongoing. Any errors or incorrectly uploaded data are your sole responsibility.

6. FUNCTIONALITY AND SOFTWARE LIMITATIONS

6.1 The complete functionality and extent of functionality provided by the Application is viewable and accessible via the Online Test Site. The Online Test Site will be made available to you upon written request to a Retail Express representative. Upon receipt of your request, we will send you a Confidentiality Deed that you must read and sign, prior to our granting you access to the Online Test Site.

6.2 You acknowledge and agree that it is your sole responsibility to assess the functionality and capability of the Application and to confirm, without limitation, its fitness or otherwise for the intended purpose. The Online Test Site is available to you to conduct your own due diligence of the Application, and to assess its fitness for your requirements.

6.3 You acknowledge and agree that:

a. the Online Test Site represents the entire functionality and capability of the Application;
b. you were granted the opportunity to fully peruse and test the Application prior to acquiring a Licence for access to and use of the Application and to determine whether it was of acceptable quality or fit for any particular purpose;
c. you did not rely on, and nor was it reasonable for you to rely on, our skill or judgement in determining whether the Application was suitable for any disclosed purpose,
d. To the extent permitted by law, any liability on our part for any loss arising out of any failure or loss of functionality of your use of the Application and/or access to Monthly Service and Support and/or of access to your data, wherever it is stored, is limited to the cost of:

i. the replacement or resupply of access to the Application; or
ii. the resupply of Monthly Service and Support, as the case may be;

6.4 You acknowledge that the Application is provided ‘as is’, and this Agreement does not create any obligations on our part to provide any specific additional features, enhancements or customisations to the Application.

7. CONFIDENTIALITY
Both parties agree to keep the Confidential Information and End User Data strictly confidential and not to disclose it to any third party, under any circumstances, unless agreed to in writing by the other party. We will use our best endeavours to ensure, as much as is reasonably possible, that all End User Data is kept secure. For the avoidance of doubt, our obligation to keep your End User Data confidential only applies to the extent that the End User Data is identifiable as yours or in respect of individual transactions. Pursuant to our Privacy Policy Retail Express Privacy Policy we may publish aggregated statistical data collected from the entirety of our clients in an accumulated form.

8. ENTIRE AGREEMENT

8.1 This Agreement, and any Confidentiality Deed entered into pursuant to clause 5, is the entire agreement between the parties and supersedes any and all prior negotiations, arrangements, agreements or representations whether in writing, oral or otherwise.

8.2 To the extent permitted by applicable law no further or other covenants or warranties are implied or arise between the parties by way of collateral or other agreement or by reason of any alleged promise, statement, representation, warranty or undertaking given or made by one party to the other on or before the execution of this Agreement and the existence of any implied, collateral or other agreement is negatived. No party may rely upon any promise, statement, representation, warranty or undertaking allegedly given or made by the other party, whether as to the subject matter of this Agreement or as an inducement to enter into it, if the nature, terms and substance of that promise, statement, representation, warranty or undertaking are not expressly set out in the terms of this Agreement.

8.3 The contra proferentum rule (or any similar or equivalent rule) will not apply to this Agreement, so that no rules of construction will apply to the disadvantage of a party on the basis that the party put forward the Agreement or any part of the Agreement.

9. REPRESENTATION AND/OR WARRANTY

9.1 We do not represent or warrant to you that your use of the Application will meet your requirements.

9.2 No advice or information, whether oral or written, obtained by you User from us shall create any warranty not expressly stated in this Agreement.
9.3 You expressly acknowledge and agree that except only to the extent of any law to the contrary, no warranty either expressed or implied is made by us as to the merchantability of the Application or its fitness for a particular purpose.

10. VARIATION
Any amendment or variation to this Agreement is not effective unless it is in writing and signed by both parties.

11. INDEMNITY

11.1 Both parties, to the fullest extent permitted by law, hereby indemnify each other against any loss or damage which may suffer due to any claim, demand or action whatsoever brought against us arising either directly or indirectly because either party:

a. did not observe your obligations under this Agreement; or
b. acted negligently in connection with the use of the Application.

11.2 We are not liable for:

a. any loss, expense or damage arising out of the incorrect use of the Application;
b. any losses caused by the failure of your equipment; or
c. the unavailability or loss of access to the internet under any circumstances.

11.3 To the fullest extent permitted by law we will not be liable or due for any loss, expense, damage, including lost time, money, goodwill and profits, damage to or loss of data which may arise from the use, operation, maintenance or failed use of the Application which arise from delays, defects, errors, omissions or interruptions in the use of the Application online via disruption to internet connectivity, power outages or other cause beyond our reasonable control.

11.4 We outsource our server hosting, application hosting, data centre facilities and data storage functions under this Agreement to external specialist data centre service providers. Other than for basic contractual assurances and mandatory obligations implied by law on the part of such external specialist data centre service providers, we cannot warrant that the services they provide will be without fault or interruption. Whilst we will use reasonable endeavours to have the Application available for use by you 99.5% of the time between 7am AEST and 12am AEST, you acknowledge that provision of the Application is subject to other circumstances which may be beyond our control, and any temporary loss or failure of, or interruption to continuity of access to, the Application and/or your data for reasons outside our control will not constitute breach of this Agreement.

12. EMAIL SERVICE
We include an email transmission service within the Application. Presently, the cost of transmitting emails is included within the monthly hosting fee. We reserve the right to introduce a commercially competitive cost per email transmission fee at some point in the future; whereby a published fee structure will be available, and you will have the right and choice to use it at your discretion (in terms of utilising the integrated email transmission service). We also take a zero-tolerance approach to sending of Unsolicited Commercial Email (UCE) or SPAM via the software’s emailing broadcasting features. Very simply this means that our customers may not use or permit others to use the network to transact in UCE. Violation of this policy will result in severe penalties. Upon notification of alleged violation of our SPAM policy, we will initiate an immediate investigation within 48 hours of notification. You acknowledge and accept that if a customer or user of the Application is found to be in violation of our SPAM policy, we may, at our sole discretion, restrict, suspend, or terminate the emailing broadcasting capabilities from the Application indefinitely.

13. TERMINATION

13.1 You may terminate this Agreement at any time upon 30 days’ written notice as sent to [e-mail], or to any such other address as we may from time to time notify in writing for that purpose. In this event, you will not be entitled to any refund or reduction of the Fees prior to the date upon which termination becomes effective. In this event, you continue to have a perpetual software licence(s), however your Hosting Services and access to the application will be inaccessible (until such time as you re-instigate the agreement and commence payment of Monthly Hosting Services).

13.2 You will be responsible for taking appropriate steps to transfer your data to your chosen location prior to the date upon which termination of this Agreement (through any cause) becomes effective.

13.3 This Agreement may be terminated immediately by either party if the other commits:

a. an Insolvency Event; or
b. a material breach of this Agreement that either is not capable of being remedied, or a material breach that is capable of remedy but is not remedied within a period of ten (10) Business Days of being notified of the breach.

14. SECURITY
Security Statement
Our clients have entrusted Retail Express with their data and we strive to ensure that user data is kept securely, and that we collect only as much personal data as is required to provide our services to users in an efficient and effective manner. This Security Statement provides a summary of our security infrastructure and practices.

Data Centre
Retail Express uses industry standard technology partners for all infrastructure and application services including monitoring for suspicious activity, physical security, server and power redundancy, and firewall protection of services. All data and applications are hosted on Microsoft Azure and Amazon Web Services cloud infrastructure in Australian data centres:

Microsoft Azure:
• For details about Security, Privacy, and Compliance in Microsoft Azure, please visit http://azure.microsoft.com/en-us/support/trust-center/security/
• Microsoft Azure audits are performed as per http://azure.microsoft.com/en-us/support/trust-center/compliance/

Amazon Web Services:
• For details about Security, Privacy, and Compliance in Amazon Web Services, please visit https://aws.amazon.com/security/
• Amazon Web Services audits are performed as per https://aws.amazon.com/compliance/

Data Sovereignty
All data is stored on infrastructure located in Australia. Data is backed up across multiple data centres, all of which reside on Australian soil.

Tenant separation
While clients share a common cloud-based IT infrastructure we have measures in place to ensure they are physically and logically separated so that the actions of one customer cannot compromise the data or service of others.
Client data is physically separated into dedicated instances with all access controlled through client specific secured credentials ensuring one client cannot access the data of another client, nor affect the data of another client through their own actions.

User Security and Access
We provide a number of data access and security controls to our customers to restrict user access to data within their own environment. Users are assigned unique accounts with a username and passwords that must be entered each time a user logs on. Access to data and application functionality is controlled through role-based access profiles allowing for the restriction of access to sensitive data.

We store a session cookie for the limited purposes of recording encrypted authentication and state information for the duration of a specific session. This session cookie does not include the password of the user.

Data security is a joint responsibility between Retail Express and our clients and care needs to be taken in the creation and management of user accounts and access management. We strongly encourage the use of strong passwords and to exercise caution in the permissions granted to users within their organisation regarding access to data.

Data Encryption
All access to and communications within Retail Express applications are transmitted over SSL/TLS connections. Secure Sockets Layer (SSL) and Transport Layer Security (TLS) technology protect communications by using both server authentication and data encryption. This ensures that user data in transit is safe, secure, and available only to intended recipients.

Key Management
Retail Express uses the Microsoft Azure Key Vault for key management. The encryption, decryption, and key management process is inspected and managed by Microsoft Azure as part of internal validation processes. An owner is assigned for each key and is responsible for ensuring the appropriate level of security controls is enforced on keys.

Data Sharing
We do not share your data with advertising companies, or any other 3rd party. The data is used only for the purposes of providing you with the services you signed up for or for internal monitoring and analysis.

Network Security

• Patching: Latest security patches are applied to all operating system and application files to mitigate newly discovered vulnerabilities.
• Logging and Monitoring: Central logging systems monitor and capture key application activity.
• Intrusion protection: firewall, intrusion detection and antivirus security controls are in place on all application components to protect customer data from loss or unauthorised disclosure.
• All access to infrastructure and application services by technical staff is restricted to key personnel and controlled via 2-factor authentication.
• Security monitoring and intrusion detection is used on application services to audit and track all system level access to servers and associated infrastructure.
• All systems are firewalled to a minimum number of access points.

Software Lifecycle
All changes to application code base go through a suite of automated tests and manual reviews covering functional, performance, and regression testing. Application code changes pass through multiple review stages before being released to production servers.

Workplace Security
Our office is secured via key card access, which is logged, and monitoring systems are in place at our workplace. We closely monitor the availability of our office network and all network devices on it. All access to office applications is secured through central access management utilising 2-factor authentication. All system activity is logged and we utilise identity protection services to identify suspicious activity within our networks.

15. ASSIGNMENT

15.1 You must not assign this Agreement, or any rights granted by it to another person without our written consent, which will not be unreasonably withheld.

15.2 We may transfer, assign or novate our Rights under this Agreement to another party without requiring your consent.

16. SEVERANCE

16.1 This Agreement will, so far as possible, be interpreted and construed so as not to be invalid, illegal or unenforceable in any respect, but if a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable:

a. that provision will, so far as possible, be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to give it a valid operation; or
b. if the provision or part of it cannot effectively be read down, that provision or part of it will be deemed to be void and severable and the remaining provisions of this Agreement will not in any way be affected or impaired and will continue notwithstanding that illegality, invalidity or unenforceability.

17. FORCE MAJEURE

17.1 Excuse from Performance of Obligation. If a party is prevented, hindered or delayed from performing its obligations under this Agreement by a Force Majeure Event, then as long as that situation continues, that party will be excused from performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly, but if time is of the essence of this Agreement, time will continue to remain of the essence.

17.2 Notification. A party affected by a Force Majeure Event will immediately give the other party notice of its occurrence and its effect or likely effect, and use all reasonable endeavours to minimise the effect of the Force Majeure Event and to bring it to an end.

18. LEGAL ADVICE
You acknowledge that you have obtained, or have had adequate opportunity to obtain, legal advice in relation to this Agreement.

19. GOVERNING LAW
This Agreement is made in the State of Queensland, Australia and is to be governed solely by the laws of Queensland. Any dispute arising from the terms of this Agreement or its execution shall be brought within a competent Court within the State of Queensland and the parties irrevocably submit to the exclusive jurisdiction of the Queensland courts.

20. INSURANCE
Retail Express confirms that we maintain the following insurance policies during the term of the Agreement:

• public and products liability insurance for at least AUD 20 million for each individual claim or series of claims arising out of a single occurrence;
• cyber risk insurance for at least AUD 1 million for each individual claim or series of claims arising out of a single occurrence; and
• workers' compensation insurance as required by law