Get Quotes for: Freight, Shipping, Transport, Moving Cars & Couriers @ Temando

secure login

forgot password?

affiliate registration

If you are interested in either finding out more about the Temando API, or the Temando affiliate program, please fill out the form below and we’ll contact you shortly with the API documentation and will discuss the program with you.

company details

Address
Company Name*:		ABN*:
Contact Person*:
How did you found out about us*:
Type of Business*:		Specifics*:
Country*:
Address*:		Suburb*:
City*:		State*:
Postal Code*:

Contact Number 1*:		Contact Number 2:
Email Address/es
Email Address/es*:

registration conditions

Our Conditions ¹:	Affiliate Conditions -------------------- Acceptance to these conditions confirms acceptance of the following 3 Temando Policies, theTemando Referral & Affiliate Program Policy, the Temando Confidentially Policy and the Temando API Integration Policy all detailed below. Temando Referral & Affiliate Program Policy ------------------------------------------- This Policy was last modified on 29th April 2009. 1. Temando is proud to offer a Referral & Affiliate (R&A) profit sharing Program to approved persons and companies by Temando. This document is the proposed program offering which outlines the various ways an individual or business can generate commissions and income via the Temando system. The details below define the rights and obligations of Temando to you as the R&A member, and the proposed functions and requirements of the R&A member. 2. R&A Program: i. Persons Who May Be Referred. You may refer Temando to all types of consumers, businesses and carriers that can benefit from this concept. ii. R&A Program Requirements. For each account that you refer to Temando, we will profit share, under the following guidelines below, to your nominated PayPal or Temando account. An account will only be deemed to have been referred for the purposes of these Terms and Conditions if: 1. For new Users, they are not a Temando user at the time of the Temando Referral; and 2. They Actively Use the Temando Account, resulting in Transactions. i. Profit Share Revenue. Temando generates revenue from its online quoting and booking system. A commission is charged on every transaction. The R&A Program is a revenue-sharing agreement where amounts will be derived from the after tax, after transaction fees, after any allocation fee (if applicable) and any Carrier fee. This booking commission can be defined as "Request Profit", less any chargebacks, refunds and reversals. "Requests" are any transactional bookings facilitated by the Temando System. The R&A Program payment is based on the amount of Request Profit, as follows: ii. You must have a Temando account in current working order for monthly commission payments to be facilitated. Temando will pay the following commissions for the life of the account as follows: a) Client Referral. Client referral can be defined as any person or business that completes the sign up account section as a result of the R&A member promoting the Temando system. For every new client account referred, you will receive 10% of the Request Profit from every Request transaction, for the life of the account. An example of a client is any consumer or business that purchases freight through the Temando system. b) Carrier Referral. Carrier referral can be defined as any transport provider that completes the sign up account section as a result of the R&A member promoting the Temando system. For every new Carrier account referred, you will receive 10% of the Request Profit from every forwarding Request transaction for the life of the account. c) Affiliate Transactions. You will receive 20% of the Request Profit from affiliate transactions handled through the Temando API or Temando E-Commerce Tools (Shopping Carts, Payment Gateways, Site Widgets etc.) for the life of the account. Affiliate Transactions override any Request Profit Commissions for Clients or Carrier Referrals, and are not deemed referrals for first time users of Temando. Additional Terms & Conditions ----------------------------- i. Maximum Payouts. Temando commissions may be capped at the amount of $500,000 per financial year. ii. Payout Period. You are eligible to receive R&A Program payouts for the life of your account with Temando. iii. Payout Frequency. You will receive your Initial Payout within one week of your Account reaching the initial $200.00 AUD in owed R&A program commission. Residual Payouts will be made no sooner than every 30 days thereafter, on the 7th Day of every month. iv. Method of Referral. To receive recognition and commission for referring a new Account, the new Temando user must sign up for his or her Temando account by going to the site through your Tell-A-Friend Email, Website Referral Link, or directly by inputting your unique Referral Code. Temando will NOT pay commissions when this is not done. v. No Spamming. We strictly forbid the sending of unsolicited email to numerous recipients ("spamming"): any Temando user who spams other Internet users for the R&A Program will have his or her account closed immediately and permanently. vi. R&A Member Termination. Should an R&A member discontinue their association with Temando, either by their own choice or forcibly under the rights reserved by Temando and its policies, all associated R&A program residual payouts will be terminated. In the instance of a discontinued relationship between Temando and the R&A member, 30 days notice in writing is required. vi. Code of conduct. Temando R&A members are required to conduct themselves in a professional, courteous manner when representing the Temando business. vii. Limitation of Liability for Temando. To the fullest extent permitted by law Temando, R&A members, related entities, directors or other representatives will NOT be liable for damages arising out of or in connection with this offer. viii. Variation of the Terms and Conditions. These Terms and Conditions may be amended in conjunction with the R&A members and Temando management. ix. Currency. Unless otherwise stated, all amounts in these Terms and Conditions are in Australian Dollars. x. Future employment. In the instance that Temando may offer an employment agreement to selected R&A members, a new commission structure may be renegotiated in conjunction with the R&A member and Temando management team. xi. Commissions. Temando has the right to renegotiate the commission rates in this agreement. In this instance, Temando management will liaise with the R&A member to ensure that the commission system is mutually beneficial and conducive to the long term success of the company. CONFIDENTIALITY AGREEMENT ------------------------- This agreement is between TEMANDO Pty Limited (ABN 64 120 582 738) of 9 Darra Ave, Darra, QLD 4076 [Temando] and the Strategic Alliance Partner [SAP] digitally accepting this agreement of the address collected in this connected form. This is for an arrangement to allow the Strategic Alliance Partner to access Temando Pty Ltd's intellectual property comprised in online e-commerce freight fullfillment and communications software known as "Temando" so as to write code for an interface between Temando and the SAP's system. The purpose for this arrangement is to make available information as necessary for Strategic Alliance Partner to achieve the Specified Purpose including without limitation information regarding the fields and formatting of Temando's data, schemas and algorithims necessary for implementing the Temando API solution. RECITALS -------- A. TEMANDO has agreed to disclose Confidential Information to the Strategic Alliance Partner for the Specified Purpose on the terms and conditions set out in this agreement. OPERATIVE PROVISIONS -------------------- 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this agreement, including the recitals, unless the context otherwise requires, the following terms have the following meanings: Associate means in relation to each party, any director, officer, employee, agent or adviser of the party or of any subsidiary or subsidiary undertaking of that party. Confidential Information means all Information exchanged between the parties to this agreement or any of their Related Entities or Associates for or in connection with the Specified Purpose, including: (a) information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the Disclosing Party, any of its Related Entities; (b) information derived partly or wholly from the Information including without limitation any calculation, conclusion, summary or computer modelling; (c) trade secrets or information which is capable of protection at law or equity as confidential information; and (d) any other Information discussed by the parties whether the Information was disclosed: (e) orally, in writing or in electronic or machine readable form or by observation by the Recipient; (f) before, on or after the date of this agreement; (g) as a result of any discussions between the parties concerning or arising out of the Specified Purpose; or (h) by the Disclosing Party, any of its Associates, any of its Related Entities, any Associates of its Related Entities or by any third person, but excludes the Excluded Information. Disclosing Party means the party disclosing the Confidential Information. Excluded Information means Confidential Information: (a) which is in or becomes part of the public domain other than through breach of this agreement or an obligation of confidence owed to the Disclosing Party or any Related Entity of the Disclosing Party; (b) which the Recipient can prove by contemporaneous written documentation was already known to it at the time of disclosure by the Disclosing Party or its Associates (unless such knowledge arose from disclosure of information in breach of any obligation of confidentiality); (c) which was developed by the Recipient independently of the disclosure by the Disclosing Party; or (d) which the Recipient acquires from a source other than the Disclosing Party or any Related Entity or Representative of the Disclosing Party where such source is entitled to disclose it. Information means all information regardless of its Material Form, relating to or developed in connection with: (a) the business, technology or other affairs of the Disclosing Party or any Related Entity of the Disclosing Party; (b) the Specified Purpose; or (c) any systems, technology, ideas, concepts, know how, techniques, designs, specifications, blueprints, tracings, diagrams, models, functions, capabilities and designs (including without limitation, computer software, manufacturing processes or other information embodied in drawings or specifications), intellectual property or any other information of the type owned or used by, or licensed to, the Disclosing Party or a Related Entity of the Disclosing Party. Material Form in relation to Information, includes any form (whether visible or not) of storage from which the Information can be reproduced and any form in which the Information is embodied or encoded. Notice includes all notices, consents, request, waivers, demands or other communications by a party to another party permitted or required by this agreement. Recipient means the party receiving the Confidential Information. Related Entity of an entity means another entity which is related to the first within the meaning of section 50 of the Corporations Act 2001 or is in any economic entity (as defined in any approved accounting standard) which contains the first. 1.2 Interpretation In this agreement, including the recitals, unless the context otherwise requires: (a) a word denoting an individual or person includes a corporation, firm, partnership, joint venture, association, authority, trust, state or government and vice versa; and (b) headings are for convenience of reference and do not affect interpretation. 2. UNDERTAKING IN RELATION TO THE CONFIDENTIAL INFORMATION 2.1 The Recipient gives the undertakings and warranties in this agreement, on behalf of itself and its Related Entities, in consideration of the Disclosing Party agreeing to disclose and disclosing the Confidential Information or parts of the Confidential Information in accordance with this agreement. 2.2 Nothing in this agreement obliges the Disclosing Party to disclose any particular information to the Recipient or its Associates. The Disclosing Party has an absolute discretion as to the information which it chooses to disclose. 2.3 The Recipient acknowledges that neither the Disclosing Party nor any of its Associates: (a) has made or makes any representation or warranty, express or implied, as to the accuracy, content, legality or completeness of the Confidential Information; (b) is under any obligation to notify the Recipient or provide any further information to the Recipient if it becomes aware of any inaccuracy, incompleteness or change in the Confidential Information; or (c) has made or makes any representation or warranty, express or implied that the Confidential Information does not infringe the intellectual property rights or any other right of any person. 2.4 The Recipient acknowledges that: (a) the Confidential Information constitutes valuable and proprietary information of the Disclosing Party; (b) this agreement does not grant to the Recipient any licence or other right in relation to the Confidential Information except as expressly provided in this agreement. 2.5 The parties acknowledge that Confidential Information will not be regarded as being in the public domain by reason only of the fact that some portion of it is public or that information is publicly available which, together with other information not publicly available, could be used to produce the Confidential Information. 3. OBLIGATIONS OF THE RECIPIENT The Recipient of the Confidential Information: (a) must keep the Confidential Information confidential at all times and, accordingly, must take all reasonable steps and do all things necessary, and do all things that may be reasonably requested by the Disclosing Party from time to time, to keep the Confidential Information within the Recipient's sole possession, custody or control; (b) must only use the Confidential Information for the Specified Purpose and not for any other purpose; (c) must not use, copy or reproduce, nor cause, permit or allow any other person to use, copy or reproduce any Confidential Information or create any document, material, medium making reference to any Confidential Information otherwise than for the Specified Purpose and in accordance with this agreement; (d) must immediately notify the Disclosing Party if it becomes aware of any unauthorised access to, or use or disclosure of, any Confidential Information. 4. DISCLOSURE OF CONFIDENTIAL INFORMATION 4.1 Disclosure of Confidential Information The Recipient must not disclose the Confidential Information except: (a) to its employees (on a need to know basis), its legal advisers and its financial advisers subject to clause 4.2; (b) with the consent of the Disclosing Party which discloses the Confidential Information; (c) to the extent: (i) required by law or the rules of any stock exchange; or (ii) ordered by any court, having, to the extent practicable, consulted with the Disclosing Party which disclosed the Confidential Information with a view to agreeing the form, content, timing and manner of the disclosure so required or ordered. 4.2 Ensuring that on Disclosure Confidential Information is kept confidential If a Disclosing Party discloses Confidential Information pursuant to this agreement, it: (a) must ensure that any person to whom the Confidential Information is to be disclosed first agrees to comply with the confidentiality obligations of the Developer set out in this agreement; and (b) must use all reasonable endeavours to ensure that no person to whom it disclosed that Confidential Information discloses it to any other person. 4.3 Survival of this clause This clause 4 survives termination of this agreement. 4.4 Indemnity (a) The Recipient indemnifies and must keep indemnified the Disclosing Party from and against all liability, losses, damages, expenses and costs (including own solicitors costs) caused by or arising out of any failure or omission, whether negligent or otherwise, of the Recipient to observe the terms and conditions of this agreement. (b) The Recipient will pay to the Disclosing Party any sum due under clause 4.4(a) fully without deduction or set off (irrespective of any counterclaim) whatsoever. 5. COMPLETION OF THE SPECIFIED PURPOSE 5.1 The Recipient, which received Confidential Information, must immediately upon: (a) completion of the Specified Purpose; (b) Notice being given by the Disclosing Party to it that it does not intend to proceed with the Transaction; or (c) receipt of written notice from the Disclosing Party requiring it to do so, deliver to the Disclosing Party the Confidential Information or, at the option of the Disclosing Party, destroy or expunge, the Confidential Information and every document or recording, containing, setting out or making reference to any Confidential Information, including all documents, notes, reports, memoranda, materials, software, disks, and all other media, articles or things. 5.2 The return of any documents and other materials referred to in clause 5.1 does not release the Recipient or its Associates from their obligations under this agreement. 6. DISCLAIMER 6.1 The Recipient agrees that it must make its own assessment of all information disclosed by the Disclosing Party or any of its Associates and satisfy itself as to the accuracy, content, legality and completeness of the Confidential Information. 6.2 Subject to any law to the contrary, and to the maximum extent permitted by law, the Disclosing Party and its Associates disclaim all liability for loss or damage (whether foreseeable or not) suffered by any person using, disclosing or acting on any information disclosed by the Disclosing Party or any of its Associates whether the loss or damage arises in connection with any negligence, default or lack of care on the part of the Disclosing Party or any of its Associates, any misrepresentations or any other cause. 7. NOTICES Any Notice required by this agreement will be given by delivering it to the address specified for the party in this agreement. 8. GENERAL 8.1 Term of Obligations and Duration of Covenants The obligations of the Recipient survive for a period of twenty–five (25) years from the date of this agreement. 8.2 Amendment This agreement may only be amended or added to by agreement in writing signed by both parties. 8.3 Waiver The failure, delay, relaxation or indulgence on the part of any party in exercising any power or right conferred upon that party by this agreement does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right under this agreement. A power or right may not be waived except in writing, signed by the party to be bound by the waiver. 8.4 Further assurance Each party must do, sign, execute and deliver and must procure that each of its employees and agents does, signs, executes and delivers, all agreements, documents, instruments and acts reasonably required of it or them by notice from another party effectively to carry out and give full effect to this agreement and the rights and obligations of the parties under it. 8.5 Governing Law and Jurisdiction This agreement is governed by the law in force in New South Wales. 8.6 Entire Agreement This agreement constitutes the entire agreement between the parties in relation to its subject matter. No understanding, arrangement or provision not expressly set out in this deed will bind the parties. 8.7 Signature on behalf of a corporation Any person who signs or digitally acceptes this agreement on behalf of a corporation represents and warrants that he is properly authorised to do so. API INTEGRATION POLICY -------------------- This agreement is between TEMANDO Pty Limited (ABN 64 120 582 738) of 9 Darra Ave, Darra, QLD 4076 [Temando] and the API INTEGRATION CLIENT [API CLIENT] digitally accepting this agreement of the address collected in this connected form. The purpose of this agreement is to provide clear & concise agreement to all parties to facilitate the supply & support of the Temando eCommerce Solution to the API CLIENT via the Temando API. RECITALS -------- A. The parties have agreed to enter into this agreement to facilitate the integration, supply & support of the Temando eCommerce Solution with the API CLIENT's website/system via the Temando API. INTERPRETATION -------------- COL Index means the Cost of Living Index – All Groups in Australia published by the Australian Bureau of Statistics. Customer means any customer of Temando who has accessed the Temando web-based freight solution to facilitate the movement of specific items of freight. TEMANDO Objects means all Trade Marks, trade names, company names and all other distinctive or promotional symbols, designs, colour schemes, words, data, materials or other means of identification whether visual or aural, used from time to time in connection with the Agreement. TEMANDO means TEMANDO PTY LTD TEMANDO API means the code and respective interface to be utilised under this API Integration Agreement by the parties to facilitate the Purpose of this Agreement. API CLIENT means the API Integration Partner entity being entered into between the parties to this agreement by the agreements execution. RRP means the suggested retail price, list price or recommended retail price. Transaction means an item of individual freight shipped or label printed via TEMANDO ECommerce system. Consignment means freight consignment note issued by sender of freight to freight carrier encompassing multiple items of freight to one destination. Force Majeure means an event other than an Event of Default which includes any act of God, strike, lockout, act of public enemy, war, blockade, public riot, earthquake, lighting, fire storm, flood, computer virus and any other similar cause or event which is not reasonably within the control of the parties. TEMANDO'S OBLIGATIONS --------------------- 1.1 Product Supply TEMANDO will supply the solution meet API CLIENT's requirements in the specified Territory TEMANDO will ensure sufficient Freight Carriers in the Temando System to meet the API CLIENT's requirements in the specified Territory 1.2 Product Development TEMANDO commits to continuing Product development to keep pace with industry requirements Free upgrades of Product will be developed & made available to API CLIENT on minimum of annual basis. 2.0 API CLIENT's Obligations 2.1 API CLIENT Technical Staff Commitment API CLIENT Technical Staff are expected to be have sufficient skill in to which implement the Temando Ecommerce Solution Integration of Temando API with Shopping Cart and Payment Gateway where necessary and relevant Installation of Temando Web Widgets where necessary and relevant Modification of API CLIENT's website as necessary to support the Temando functionality 2.2 Representation The API CLIENT must: At all time represent TEMANDO to "Best Business Practice" Not make any representations or warranties concerning the Solution except as authorized by TEMANDO 3.0 Billing In order to make the financial relationship as straightforward as possible between the parties & avoid the complications of Foreign Source Income for tax purposes for both parties the following structure has been agreed All charges to API CLIENT will be invoiced by TEMANDO to API CLIENT in Australian Dollars by the issue of Tax Invoice in Australia Payment terms for all TEMANDO charges levied to API CLIENT will be 7 days from date of invoice & to be paid by EFT 4.0 Multi-Carrier Considerations TEMANDO are currently fully compliant with all Australian freight carriers TEMANDO intends through its marketing efforts to continue to expand the solution capabilities so that the solution becomes compliant with all freight carriers in other countries. 5.0 Logistical 5.1 Laser Labels & Consignment Notes It is anticipated that many customers of the API CLIENT solution will be Ad-Hoc users of the solution Such clients would simply print both outputs to plain laser paper & attach the label by manual means to the freight & give the printed consignment note to the freight carrier at time of pickup. For larger clients with fixed sending points, printers and stationary can be supplied from 5.2 Supply of Laser Labels & Consignment Notes Larger volume repeat customers of the solution will be encouraged to purchase stationary for use with solution to improve their experience & meet more closely the expectations of freight carriers facilitating delivery of freight Supply of laser labels & pre-printed consignment notes for use with the solution will be undertaken by a Temando Alliance Partner to those clients that become repeat volume users of API Client solution Payment for the supply of this product will be required to be made by the customer via Credit Card or EFT payment directly to the alliance partner. 6.0 Support 6.1 Web-Based Support TEMANDO will provide web Maintenance & Support screens for both API CLIENT & TEMANDO support staff to maintain solution & assist customers should the need arise 6.2 Helpdesk TEMANDO will provide immediate technical support to API CLIENT support staff any technical support required for TEMANDO ECommerce solution via its Helpdesk support line during the following hours AEST 9.00a m to AEST 6.00pm Outside of the above hours Emergency Support telephone numbers will be provide to API CLIENT giving direct access to senior TEMANDO Technical Support Team 7.0 Solution Testing TEMANDO & API CLIENT agree to undertake exhaustive solution testing of solution prior to implementation Testing to include but not limited to: - Transactions - Booking mechanisms - Payment mechanisms - Reporting mechanisms 8.0 Product Development & Modifications and associated fees API CLIENT agree to accept following charge from TEMANDO to develop solution API & Account Set-up Fee - Once-off fee for API Implementation, $NEG per client Maintenance, Account Management and Licensing - Monthly Service Fee of, $NEG per client Payment Terms - 30 Days from Go Live TEMANDO will consider any request by API CLIENT for further software modification to TEMANDO ECommerce solution as reasonably requested by API CLIENT during the term of this Agreement. TEMANDO may at its sole discretion agree to make such modifications Modification fees may only be chargeable by TEMANDO on a quote / approval basis to the API CLIENT 9.0 Cross Commissions Payable between TEMANDO & API CLIENT 9.1 Affiliate Transaction Profit - On Transaction Profit (Temando's Booking Fee), as outlined in the Temando Referral and Affiliate Policy - Affiliate Commissions override tell-a-friend introduction commissions (10.2) - Rebate Payable by TEMANDO to API CLIENT 20% 9.2 API CLIENT Introduced New Temando Clients - On Transaction Profit (Temando's Booking Fee), as outlined in the Temando Referral and Affiliate Policy - Rebate Payable by Temando to API Client of 10% 10.0 Independent Contractor Each party is an independent contractor of the other parties and: (a) is not, and shall not hold itself out to be, an employer, employee, partner of the other parties; (b) shall not have, or hold itself out as having, the authority to pledge the credit the other parties; (d) shall not make any representation or statement, express or implied, whether oral or in writing in relation to or on behalf of the other parties, or in relation to any of the products or services of the other parties. 11.0 Term Subject to the other provisions of this Agreement, the term of this Agreement shall be 24 months from commencement of business operations 12.0 Indemnity The parties agree to indemnify each other and to hold the other harmless from any and all losses of the API Integration that are in excess of such other Partner's percentage of participation; provided that the provisions of this section shall be limited to losses that are directly connected with or arise out of the performance of the business of the API Integration and shall not be related to or include any incidental, indirect or consequential losses that may be sustained or suffered by either party. This indemnity is a continuing obligation, separate and independent from the other obligations of the parties and shall survive the termination of this Agreement. 13.0 Successors This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this Agreement. 14.0 Waiver The failure of a party at any time to insist on performance of any obligation under this Agreement of the other party is not a waiver of its right: (i) At any other time to insist on performance of that or any other obligation of the other party under this Agreement. 15.0 Termination Notwithstanding any other rights of termination contained in this Agreement, this Agreement may be terminated if there is i) mutual consent of the parties ii) occurrence of a Force Majeure iii) acquisition by a party of all the API Integration interest of the other party with consent of both parties iv) a material breach by either party (the "Defaulting Party"), by the other (the "Non-Defaulting Party") giving written notice to the Defaulting Party specifying the nature and extent of the default and requiring the Defaulting Party to remedy the default within 21 (twenty-one) days of such notice. If the Defaulting Party fails to remedy the default within the specified time, this Agreement will automatically terminate after a period of six months has elapsed. Termination of this Agreement will be immediate if either party: i) is declared bankrupt ii) has application made to be 'Wound Up' iii) declares Voluntary Liquidation iv) enters into 'Arrangement' with its creditors v) has Manager, Receiver or Liquidator appointed 19.0 Arbitration Before any legal proceedings may be commenced by either party against the other party, any dispute or claim concerning this Agreement or otherwise shall be referred to arbitration in accordance with the provisions of the Commercial Arbitration Act 1984, NSW, Australia 20.0 Notices Any demand notice under this Agreement may be made or given by an officer of a party or a solicitor of a party and shall be sufficiently served or delivered if served or delivered personally or if posted by prepaid post addressed to the party to be served at his address as shown in this Agreement and in the case of service by post shall be deemed served on the second business day after posting, and in the case of service by facsimile transmission shall be deemed served on the date received by the addresse. 21.0 Severance To the extent that a provision of this Agreement is void or voidable, unenforceable or illegal, any such provision shall be firstly read down to the extent that is capable of being read down and if such provision is still void or voidable, unenforceable or illegal, any such provision shall be severed from this Agreement and the remainder of this Agreement shall have the full force and effect. 22.0 Assignment This Agreement shall not be assigned or transferred (nor the performance of any obligations hereunder subcontracted) by either party except with the written consent of the other party. 23.0 Intellectual Property API CLIENT agrees & acknowledges that the ownership of all Intellectual Property in TEMANDO ECommerce Express, the TEMANDO Data Bureau & development work undertaken to execute this agreement will reside at all times with TEMANDO Investments. 24.0 Parties Other Business Interests Nothing contained herein shall or shall be deemed to restrict in any way the freedom of either of the parties to conduct as he or she sees fit any other business or activity whatsoever and wheresoever without any accountability to the other, save that the parties hereto severally undertake to use their best efforts in performing all their obligations hereunder for the purposes of the API Integration. 25.0 Confidentiality The parties to this contract agree by its execution to be bound by all clauses relating to Confidentiality in the Confidentiality Agreement attached as to this Agreement in Annexure 'A' which is to be executed as a separate agreement simultaneously with this Agreement 26.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia and the parties hereby agree that the courts of that State and Country shall have non-exclusive jurisdiction to hear any action in respect of or arising out of this Agreement 27.0 Entire Agreement This Agreement (including its annexures): (i) Constitutes the entire agreement between the parties as to its subject matter and supersedes all prior representations and agreements in connection with that subject matter; and (ii) May only be altered in writing executed by the parties. 28.0 Costs Each party will pay its own costs and expenses in relation to the negotiation, preparation and execution of this Agreement 29.0 Signature on behalf of a Corporation Signature on behalf of a corporation Any person who confirms the agreement (represented by ticking the box below) on behalf of a corporation represents and warrants that they are properly authorised to do so.
Conditions Confirmation*:

¹ Conditions that must be accepted by the Affiliate before registering an account with Temando Pty Ltd.