SUPPLY TERMS

The following terms and conditions, as amended from time to time (“Supply Terms” or alternatively “Terms”), will apply to all services and any goods supplied by dataSights to the Customer.

1. Definitions and interpretation
In these conditions:
(a) “ACL” means the Australian Consumer Law. Information about the Australian Consumer Law, when it applies and what it means can be found at http://www.consumerlaw.gov.au.
(b) “Agreement” means the agreement between dataSights and the Customer pursuant to the Terms and any Proposal and including any Product Terms where relevant.
(c) “Authority” means a government or other regulatory authority which has power to give lawful directions to dataSights.
(d) “Claim” includes any claim, demand, proceeding, action or similar event.
(e) “Cloud System Provider” means a third party (other than dataSights and the Customer) provider of internet and other relevant infrastructure used to provide relevant software which is foundational to the services, storage, backup facilities, connectivity and other relevant services.
(f) “Confidential Information” means any information of the Customer or dataSights that is not publicly disclosed, or obtainable and is obtained or disclosed to dataSights or to the Customer in the course of providing the Software and services.
(g) “Consequential Loss” means indirect or consequential losses, damages, costs and expenses or which do not flow naturally from a breach of an Agreement, including loss of profits, loss of revenue, loss of opportunity, loss of business, loss of the use of any plant or facility or contract, loss of data or information, loss of reputation, loss of goodwill, and any special or punitive damages.
(h) “Customer” means the user or recipient of the services and any goods supplied by dataSights, and any other person identified in the Proposal as the Customer and includes its employees or agents and successors and includes any other person who receives the benefit of the services and any goods from dataSights and any other person who relies on dataSights in relation to the services and any goods (the Customer is also referred to as “you” in these Terms).
(i) “Data” means the Customer’s information, content (including any relevant Confidential Information) used, created or stored by the Customer on services provided by dataSights or accessible by dataSights in the provision of the Software and services.
(j) “dataSights” means KKBrands Pty Ltd ABN 13 168 353 491 and includes its officers, servants, agents and subcontractors and successors (dataSights is also referred to as “we” and “us” in these Terms).
(k) “default interest rate” means the REIQ contract default interest rate published by the Queensland Law Society from time to time (a variable rate which is, at the time of drafting these Terms, 10.61% (effective from 1 April 2023 until revised)).
(l) “excluded services” has the meaning set out below at clause 1(u).
(m) “goods” means any goods to be supplied (whether gratuitously or not) by dataSights as specified in the Proposal or as otherwise agreed between dataSights and the Customer.
(n) “GST Law” means A New Tax System (Services and any goods Tax) Act 1999 (Cth) as amended and other associated Acts as amended.
(o) “Intellectual Property” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
(p) “Loss” means any loss, damage, cost, expense or other adverse financial or other consequence.
(q) “Moral Rights” means:
(i) a right of attribution of authorship;
(ii) a right not to have authorship falsely attributed;
(iii) a right of integrity of authorship; or
(iv) a right of a similar nature,
which is conferred by statute, and which exists or comes to exist anywhere in the world in a deliverable form.
® “Privacy Policy” means the privacy policy (as updated from time to time) available at: https://datasights.co/privacy/.
(s) “Product Terms” means any specific terms and conditions which may also apply to particular services and any goods supplied by dataSights to the Customer (which, if they apply, also form part of the Agreement).
(t) “Proposal” means any specific proposal form, pricing statement or other document provided by dataSights to the Customer detailing the services and any goods to be provided. If there is no specific Proposal for the Customer, then relevant pricing and details of the services and any goods are set out here: https://datasights.co/pricing/.
(u) “reimbursable expenses” has the meaning set out in clause 4.4.
(v) “services” means the services to be performed by dataSights as specified in the Proposal or as otherwise agreed between dataSights and the Customer. Unless there are different specifications in the Proposal or a further agreement with the Customer, the services to be provided by dataSights include the standard services but do not include the excluded services.
(w) “Software” means the software developed by dataSights and deployed for the use of the Customer, which is the Intellectual Property of dataSights.
(x) “standard services” means the provision of the Software, used for the purpose of extracting information from Customer systems, transforming the format of that information and loading the transformed information into other databases, systems of or software used by the Customer, but does not include the long-term storage or backup of information for customers, checking the validity or accuracy of the outcomes of the Software, or other analysis. The long-term storage or backup of any information, verifying the validity and usefulness of transformed information and assessing the reports and other outcomes which transformed information is used to generate are the responsibility of the customer and are referred to as “excluded services” which fall outside the scope of responsibility of dataSights.
(y) “Third Party Software Provider” means any third party (other than dataSights and the Customer) who provides software used (or to be used) by the Customer which is relevant to the services supplied by dataSights (for example, software for which dataSights will build or has built a connector).
(z) “Upstream Contract” means any contract which dataSights must enter into with a Cloud System Provider or with a Third Party Software Provider which is relevant to the provision of the services.

No provision in the Agreement is to be construed to the disadvantage of dataSights merely because dataSights has prepared and proposed this Agreement. In the Agreement the word “person” includes a natural person, any association or body, a company, and any similar or analogous entities.
dataSights may assign, subcontract or licence its rights and obligations under this Agreement without the prior consent of the Customer – this is necessary in order for dataSights to maintain continuity of service for Customers, and for business planning for dataSights. However, the Customer may not assign, subcontract or licence their rights and obligations under this Agreement without the prior consent of dataSights – because the Customer’s obligations are not practically or commercially capable of being assigned or subcontracted.

2. Application and variation
2.1. This Agreement sets out the entire agreement between the parties and will prevail over all communications between dataSights and the Customer to the extent of any inconsistency. Where there are specific Product Terms communicated by dataSights to the Customer in relation to some or all of the services and any goods to be supplied to the Customer, then those specific Product Terms form part of this Agreement. Where the Product Terms provide for an issue more specifically than these Terms, then the conditions in the Product Terms will prevail over these Terms.
2.2. No alteration or variation of the Agreement will be binding upon dataSights unless such alteration or variation is specifically acknowledged and approved by dataSights.
2.3. dataSights reserves the right at all times to act reasonably to vary the terms and conditions of this Agreement. dataSights may change the price of subscribing to the Software and services at any time and to any extent but will provide the Customer with 30 days’ notice before that price change takes effect. dataSights declares and the Customer acknowledges that the most up to date version of the Terms which form part of the Agreement can be found on dataSights’ website, currently at the location www.datasights.co/terms (“Updated Terms”).
2.4. dataSights must take reasonable steps to inform the Customer of the Updated Terms and to provide reasonable notice to the Customer before Updated Terms will apply to govern the relationship between dataSights and the Customer. The Customer confirms that notification of the Updated Terms on dataSights’ website or reference to the Updated Terms in any material provided to the Customer will be reasonable steps by dataSights to inform the Customer.
2.5. In the event that there is any inconsistency between this Agreement and the Updated Terms, the terms and conditions of the Updated Terms will prevail and the Customer acknowledges that it will always be bound by the terms and conditions of the Updated Terms.

3. Responsibilities
3.1. dataSights
3.1.1. Services provided by dataSights must be performed with due care and skill (applying an acceptable level of skill and technical knowledge), in a way which is fit for any purpose specified by the Customer to which dataSights has agreed.
3.1.2. Goods supplied by dataSights (if any) must be in accordance with the specifications disclosed by dataSights prior to the supply of the goods, as modified by any particular terms set out in the Proposal.
3.1.3. If dataSights considers that the information, documents and other particulars provided by the Customer are not sufficient to enable dataSights to provide the services and any goods in accordance with this Agreement, then dataSights may request further information or other particulars as necessary from the Customer.
3.1.4. dataSights will act in accordance with the Customer’s reasonable instructions, where practical. dataSights will provide the goods and perform the services within a reasonable time (to the extent that it is within its control to do so) and will give notice to the Customer if it becomes aware of any matter which may significantly change the timing or scope of the provision of the goods or the performance of the services. While dataSights takes care in preparing Proposals, availability and pricing of goods may vary without notice to dataSights or in ways which are outside dataSights’ reasonable control and so dataSights is entitled to vary any Proposal at any time, (even after the Customer has accepted it, if there has been a relevant change in availability or pricing of the cost of underlying software and other relevant components). dataSights may also vary any Proposal at any time to correct any errors and omissions in the Proposal. The Customer is not bound by any varied Proposal until they have had an opportunity to consider it and have accepted or adopted it (which the Customer may do expressly, or by their conduct).
3.1.5. dataSights strongly recommends that the Customer implement a robust and comprehensive disaster recovery system which is appropriate for the needs of the Customer’s activities; data stored may be altered or affected in the course of services by dataSights and the Customer must rely on its own disaster recovery plans and resources.
3.1.6. The Customer acknowledges that it is aware that:
3.1.6.1. dataSights must contract with a Cloud System Provider (or more than one Cloud System Provider) for access to relevant infrastructure which makes it possible for dataSights to deliver the services; and
3.1.6.2. dataSights relies on Third Party Software Providers to provide access to and interface with their software through consistent and reliable APIs in order for it to be possible for dataSights to deliver the services; and
3.1.6.3. dataSights does not control the Cloud System Providers or Third Party Software Providers which are an essential element of providing the services; and
3.1.6.4. dataSights depends on Cloud System Providers and Third Party Software Providers to perform their obligations arising under Upstream Contracts, and to provide consistent access and services to dataSights, in order for dataSights to be able to perform its obligations to the Customer under this Agreement; and
the Customer accepts that the responsibilities and obligations of dataSights under this Agreement are put into context and are qualified by those acknowledged factors. The Customer confirms and acknowledges that dataSights is not responsible for events which it does not control, and that dataSights’ liability to the Customer and any responsibility of dataSights for any Loss or Claim to the Customer are limited and reduced by those acknowledged factors.
3.2. The Customer
3.2.1. The Customer must determine whether the services and any goods requested by the Customer and supplied by dataSights are adequate for the purpose intended by the Customer. dataSights is not capable of determining all of the Customer’s objectives in relation to the services and any goods and relies on the Customer as to whether the services and any goods are adequate to achieve the Customer’s purpose and objectives.
3.2.2. As soon as practicable after a request by dataSights, the Customer must make available all information, documents and other particulars which dataSights has requested, to enable dataSights to provide the goods (if any) and to perform the services.
3.2.3. The Customer acknowledges that Third Party Software Providers will regularly change the way in which their software works and that this may result in dataSights desiring to make changes and updates to the dataSights Software, to accommodate that change by the Third Party Software Provider. The Customer must promptly inform dataSights whenever it discovers that a report or other outcome has failed to operate as intended, so that dataSights can assess possible causes of that failure and consider making changes to the dataSights Software to respond.
3.2.4. All information provided to dataSights by the Customer pursuant to clauses 3.2.2 or 3.2.3 may be used by dataSights to adapt the services and Software. Any adaptations are entirely owned by dataSights and the Customer has no rights or Claim in relation to them. Any other suggestions or ideas in relation to the Software and the services provided to dataSights by the Customer, become the Intellectual Property of dataSights at the time communicated to dataSights by the Customer and (along with any amendments to the Software or other works performed by dataSights) are owned solely by dataSights.
3.2.5. The Customer must advise dataSights in writing within a reasonable time after the Customer becomes aware of any matter which may change the scope or timing of the services and any goods required by the Customer.
3.2.6. The Customer acknowledges that any third party software which is provided by dataSights will be subject to typical software licensing arrangements which will apply to the Customer’s use of the software. The Customer agrees that it must comply with the terms of such software licensing arrangements and that dataSights is not responsible for monitoring the Customer’s compliance with software licensing arrangements.
3.2.7. The Customer agrees that it will only use dataSights Software in accordance with these Terms, for the Customers own lawful, internal business purposes. The Customer will ensure that it does not resell or make available dataSights Software or services to a third party.

4. Payment
4.1. The Customer must pay all dataSights invoices for services and any goods under this Agreement in full, without deduction or set off, at the times and in the manner set out in this Agreement. This is a fundamental obligation of the Customer. Each time that the Customer is required to pay dataSights, it is required to do so in cleared funds.
4.2. The Customer must pay dataSights for the services and any goods in accordance with the timing set out in the Proposal. If there is no timing set out in the Proposal, then the Customer must pay to dataSights the total value of any invoice immediately on receipt of an invoice from dataSights, noting that dataSights may elect to issue invoices before providing services and any goods. If there is specific timing for payment set out in the Proposal then that will take precedence over the timing for payment set out here.
4.3. If GST is payable on the supply, the Customer must pay GST to dataSights on any taxable supply within the meaning of the GST Law made to the Customer pursuant to these conditions. Payment of GST must be made at the same time as amounts are due pursuant to clause 4.2.
4.4. In addition to any amount stated in the Proposal, dataSights is entitled to recover from the Customer any costs and expenses payable to third parties which dataSights incurs in the course of supplying services and any goods to the Customer (‘reimbursable expenses’). (However, nothing will entitle dataSights to recover a cost or expense twice – for example in the Proposal and again under this clause).
4.5. If there is a change in the scope, timing or order of the services and any goods then dataSights will be entitled to payment of an additional amount which is reasonable in the circumstances.
4.6. Any additional services required by the Customer will be charged to the Customer as provided in a further Proposal.
4.7. dataSights may, at its discretion, increase the fee payable for services and any goods because of any delay in the supply of information, documents and other particulars.
4.8. If any payment issued by the Customer in payment for the services and any goods is dishonoured, rejected or otherwise fails to achieve the actual and permanent transfer of actual funds to dataSights, then dataSights may refuse to supply any further services and any goods until satisfactory payment is received in full. Any dishonour or rejection or similar fee(s) charged to dataSights will be recoverable in full from the Customer.
4.9. If the Customer does not pay any payment or amount due on the due date in accordance with the terms of this Agreement, then without prejudice to any other right or remedy:
4.9.1. dataSights may, at its discretion, withhold the provision and release of goods and the provision of services until receipt of actual payment of all unpaid amounts by the Customer;
4.9.2. all outstanding money bears interest at the default interest rate on the unpaid amounts from the date for payment to the date of actual payment (“Interest”);
4.9.3. any costs incurred by dataSights in collecting monies due and payable (including, without limitation, the fee of any mercantile agencies or solicitors appointed by dataSights on a full indemnity basis) will be recoverable in full from the Customer (“Costs”); and
4.9.4. dataSights may recover any payment or amount due under the Agreement together with any Costs incurred and Interest from the Customer as a liquidated debt in a court or tribunal of a competent jurisdiction. dataSights may recover such amounts irrespective of any Claim that the Customer may have against dataSights for any thing or matter related to the services and any goods delivered under this Agreement (but this does not prevent the Customer from bringing any valid Claim for their Loss, (with such Claims and Loss being limited as set out in this Agreement)).
4.10. dataSights is not responsible for any delays in funds being received to the account nominated by dataSights, nor is dataSights responsible for banking errors or accounting, administrative or similar errors by the Customer. The Customer must take care to ensure that all transfers or remittances of funds to dataSights are processed promptly and accurately. The Customer must not object if dataSights charges Interest or Costs or refuses to supply further services and any goods due to funds not being received by dataSights when they are required (by this Agreement) to be received.
4.11. If the Customer disputes the whole or any part of the amount claimed in an invoice issued by dataSights, then the Customer must pay that part of the account that is not in dispute and must provide dataSights with the Customer’s written reasons for disputing the unpaid amount of the invoice.
4.12. If after the date of acceptance of the Proposal there is any change to relevant laws, by-laws, regulations or ordinances of any Australian Government or statutory authority, and that change directly or indirectly affects the costs or reimbursable expenses incurred by dataSights in performing the services and providing any goods, then dataSights may elect to vary the prices, amounts and/or reimbursable expenses payable to dataSights accordingly. If dataSights elects to vary amounts in this way, then the Customer will be given a reasonable opportunity to consider any such varied amounts and the Customer may elect not to proceed (or continue) with the goods or services set out in the Proposal.
4.13. The Customer authorises dataSights to conduct all credit checks and searches of the Customer and its financial and business affairs deemed necessary by dataSights (including any stated in the Proposal). The Customer must provide all necessary written authorisations for credit checks and searches as requested from time to time by dataSights. The Customer authorises dataSights to use that information for credit assessment, debt collection, direct marketing activities and/or any other purpose deemed necessary by dataSights and disclose that information (and any other relevant information collected by dataSights in the course of its business relationship with the Customer) to credit reporting agencies and other credit providers.

5. Warranties in relation to services and any goods
5.1. The benefits under any voluntary warranty against defects which dataSights may provide are in addition to consumer guarantees and other rights and remedies available under the law, and any such dataSights warranty does not limit or replace the consumer guarantees or those other rights and remedies. dataSights does not currently provide any voluntary warranty.
5.2. If the Customer is a consumer for the purposes of the ACL, and if dataSights is supplying only services, then the following clause 5.3 is relevant – otherwise, the following clause is not relevant.
5.3. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
• to cancel your service contract with us; and
• to a refund for the unused portion, or to compensation for its reduced value
You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
5.4. If the Customer is a consumer for the purposes of the ACL, and if dataSights is supplying services and any goods, then the following clause 5.5 is relevant – otherwise, the following clause is not relevant.
5.5. Our services and any goods come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
• to cancel your service contract with us; and
• to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

6. Intellectual Property and Use of Information
6.1. The Customer warrants to dataSights that the use of or reliance upon any data, design, plan or other information provided to dataSights by the Customer will not infringe any patent, trademark, design, copyright or confidentiality agreement in Australia or elsewhere. The Customer indemnifies dataSights against any Loss or Claim arising from a breach of this warranty.
6.2. Any data, design, plan, report or other information developed as a result of the services and any goods is provided to the Customer for the Customer’s purposes only and dataSights will bear no responsibility to any other person in respect of those things.
6.3. dataSights retains ownership in all Intellectual Property created by dataSights in providing the goods and in performing the services. Nothing in this agreement affects the ownership of the Moral Rights in the Intellectual Property. Provided that the Customer pays all amounts due to dataSights under the Agreement, dataSights grants the Customer a non-exclusive license to use such relevant Intellectual Property for the purpose of obtaining the benefit of the services and any goods only (but not to further exploit the Intellectual Property).
6.4. The Customer acknowledges that dataSights will have access to the Data of the Customer (which may include Confidential Information) and agrees that dataSights may use that information in the course of collecting usage information and statistical and analytical data to improve the Software and services, or as required by an Authority. When an Authority requires access to Data, dataSights may disclose it to the Authority in accordance with its requirements. dataSights will inform the Customer of such disclosure in advance, if it is permitted to do so by the Authority and the relevant law.
6.5. The Customer acknowledges that:
6.5.1. the Customer has read the Privacy Policy; and
6.5.2. in providing the Services, dataSights may hold or process personal information (as that term is defined in the Privacy Act 1988 (Cth). To the extent that dataSights holds or processes personal information held by the Customer, the Customer warrants that it has obtained the necessary (adequately informed, voluntary, current and specific) consents from the relevant individuals to enable dataSights and any Third Party Software Provider to hold and process that personal information.

7. Limitation or exclusion of liability
7.1. To the extent permitted by law, neither party is liable to the other party for any Claim arising out of these Terms or any Agreement for any Consequential Loss, provided that nothing in this clause relieves the Customer from its obligation to pay dataSights any amounts due under this Agreement.
7.2. If dataSights causes any Loss to the Customer as a result of any deficiencies in the goods or in the performance of the services, or due to any negligence of dataSights or due to any other cause then (where permissible under the ACL, if it applies) the extent of dataSights’ liability will be limited to a maximum of the fee actually paid to dataSights by the Customer in the most recent 12 month period at the time of the Loss. dataSights’ liability will also be reduced to the extent that the Customer or any other person contributed to the Loss.
7.3. In addition to each other limitation which applies to the relationship between dataSights and the Customer, dataSights is only required to (and its liability is limited to):
7.3.1. either replacing or repairing goods or reimbursing the Customer for the repair or replacement of the goods (at the election of dataSights);
7.3.2. either re-supplying services or reimbursing the Customer for paying someone else to supply the services (at the election of dataSights).
If the Customer is a consumer for the purposes of the ACL, then this clause only applies in relation to services and any goods which are not used for personal, domestic or household purposes.

8. Indemnity
8.1. To the extent permitted by law, the Customer indemnifies dataSights against any Loss or Claim arising, directly or indirectly, in connection with the services and any goods or directly or indirectly out of the Agreement or otherwise from the relationship between dataSights and the Customer and any third party. This includes indemnifying dataSights for any Loss or Claim, including Interest and Costs, associated directly or indirectly with the breach of the Agreement by the Customer. This indemnity does not extend to situations where the Loss or Claim is caused by the negligence or misconduct of dataSights. If the Customer is a consumer for the purposes of the ACL , then this indemnity is intended to be read down or severed if necessary, to the extent to ensure that there is no breach of the ACL.
8.2. The Customer acknowledges that if dataSights provides access to artificial intelligence (AI) enhanced Software or services, at the request of the Customer, that the AI models utilised are:
8.2.1. experimental and have known limitations and defects. It is known that AI models use autoregressive architecture, relying mainly on previous data values (without verifying the accuracy or veracity of that previous data) to predict current data values and that as a result they may have unpredictable or inconsistent outputs;
8.2.2. not created or provided by dataSights – rather, they are provided by a Cloud System Provider or Third Party Software Provider and dataSights is merely providing Software or services necessary to integrate those AI models (by way of API) into the existing Software or services of dataSights, for the Customer; and
8.2.3. operating on systems which are physically located in the European Union or in the United States of America, and so involve the submission of the Customer’s information to those locations.
8.3 The Customer agrees that they or their employees will:
8.3.1. Implement meaningful manual checks and oversight of any results produced by AI models, involving (in those checks and oversight) people who possess appropriate expertise to verify the accuracy of the output, before placing reliance on those outputs;
8.3.2. implement adequate technical limits on the use of results produced by AI models, to mitigate the potential consequences of unpredictable, inaccurate or inconsistent outcomes; and
8.3.3. familiarise themselves with and comply at all times with the terms & conditions, licence requirements and code of conduct of each AI model provided (as may be updated from time to time by the provider).

9. Governing law and severability
9.1. The Agreement will be governed by and construed in accordance with the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the Courts of that jurisdiction.
9.2. If any part or provision of the Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provision will be replaced with a provision which accomplishes, to the extent possible, the original purpose of the part or provision in a valid and enforceable manner, and the remainder of the Agreement will remain binding on the parties.

10. Force majeure
10.1. If by reason of any fact, circumstance, matter or thing beyond the reasonable control of a party, that party is unable to perform, in whole or in part, any obligation under the Agreement, then that party is relieved of that obligation under the Agreement (to the extent and for the period that it is so unable to perform) and is not liable to the other party in respect of such inability. This provision does not apply in relation to obligations to make payment to the other party.

11. Default and termination
11.1. Without prejudice to any of dataSights’ other rights and entitlements under this Agreement, dataSights may terminate this Agreement at any time and for any reason, by not less than 30 days’ notice to the Customer.
11.2. Without prejudice to any of the Customer’s rights and entitlements under this Agreement, the Customer may terminate this Agreement at any time and for any reason, by not less than 30 days’ written notice to dataSights.
11.3. If either party terminates the Agreement, then dataSights will be entitled to payment of the unpaid value of all services and any goods performed by dataSights up to the date of termination as well as reimbursable expenses.
11.4. If the Customer fails to keep, perform or observe any express or implied term of the Agreement and/or any other agreement with dataSights, including making any payment in accordance with this Agreement, then dataSights may immediately or at any time without giving any prior notice to the Customer, suspend the performance of dataSights’ obligations under the Agreement and may (after giving reasonable notice to the Customer) terminate this Agreement.
11.5. If either party commits any of the following acts then the other party may immediately by notice to the other party , suspend or terminate the Agreement:
11.5.1. commits any act of bankruptcy;
11.5.2. commits any act of dishonesty or fraud in relation to the Agreement;
11.5.3. being a company does any act which would render it liable to be wound up or has a receiver or administrator appointed over itself or its property (subject to the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 to the extent it may impact on this clause);
11.5.4. ceases to carry on business.
11.6. In this clause 11, a party’s exercise of any rights of termination or suspension, will not release the other party from any liability for their default in keeping, performing or observing any of the express or implied terms of the Agreement and will be without prejudice to a party’s right to retain all money paid pursuant to the Agreement and a party’s right to claim for Loss.
11.7. If the Agreement is terminated for any reason other than as specifically permitted pursuant to the Agreement or with the express consent of dataSights in writing, then without prejudice to its other rights at law or in equity, dataSights may at any time demand immediate payment of all or any of the following:
11.7.1. the balance of any payments due under the Agreement for the services and any goods (even if not all of them were otherwise due at that time);
11.7.2. dataSights’ legal costs on a full indemnity basis for the enforcement of all or any of dataSights’ rights or entitlements pursuant to the Agreement;
11.7.3. Interest on all money payable under this provision from the date of termination to the date of payment;
11.7.4. all arrears of payments and other money then due and payable by the Customer including without limitation, any Costs and Interest; and
11.7.5. the costs of any attempt(s) by dataSights in respect of all or any of the matters referred to above.

12. Communication and Notices
12.1. dataSights and the Customer agree that they may communicate with each other for all purposes by email and that email will be regarded as ‘writing’ and ‘written notice’. Notices under this Agreement must be in writing and addressed to the usual or last known place of business of the party that the Notice is given to (including to any email address notified to the other party which is actually used by that party). This is express authority for dataSights to communicate with the Customer under the Spam Act 2003.